Terms and Conditions

Experience the power of us

BUSINESS USER APP TERMS & CONDITIONS

Agreed terms

Agreement
1. By downloading the app, you agree personally and (if appropriate) on behalf of a business (limited liability company or partnership) or charity, to these Voilo business user app terms & conditions (Terms), and you personally and (if appropriate) your business or charity become a Voilo business user (you, your or Subscriber) and confirm acceptance of and entry into an agreement on these terms with Voilo Limited, a company incorporated in England & Wales, whose company registration number is 13344193 and whose registered office is at Innovation Birmingham Campus, c/o Bseen, Faraday Wharf, Holt Street, Birmingham, United Kingdom, B7 4BB (we, us, our or Voilo). If you create a Voilo account on behalf of a business or charity, you represent that you have authority to do so, and you agree that you are accepting these Terms on behalf of that business or charity.
  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND MUST DISCONTINUE USE IMMEDIATELY.
2. You must be 18 or over to accept these terms and download the App.
3. These Terms set out the terms and conditions on which we license you to use:
  - Voilo business user mobile application software and any data supplied with the software (App), and any updates or supplements to it;
  - the related online documentation (Documentation); and
  - the services you connect to via the App and the content we provide to you through it, that enables business and charity users to take or make payments or donations, and offer promotions and loyalty rewards to customers or benefit from promotions and loyalty rewards offered by other participating business users, using Voilo’s QR payment system (Services, as set out in more detail in Clause 3 below).
4. These Terms, together with the prices and any delivery details set out on our App, our privacy policy, and any supplemental terms and conditions and any other policies or documents we bring to your attention from time to time via our App, via our website at www.voilo.co.uk or otherwise in accordance with the Terms, comprise the whole agreement between us and you relating to your use of our App and the supply of Services to you by Voilo (“Agreement”).
5. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We may alert you about any changes by updating the “Last updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and the Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms or Agreement by your continued use of the App and/or Services after the date such revisions are made.
6. The terms of the Agreement shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which you may purport to apply even if such other provisions are submitted in a later document or purport to exclude or override the terms of the Agreement and neither the course of conduct between you and us nor trade practice shall act to modify the terms of the Agreement.
Meanings of terms in this agreement
1. This clause sets out the definitions and rules of interpretation that apply in this Agreement.
  1. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  2. Charges: the fees payable by you to us for the Services, as set out in the Order.
  3. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
  4. Customer: any customer of the Subscriber who has downloaded the App or the End-User App, and to whom the Subscriber offers to sell goods or services or who wishes to make a donation to the Subscriber, and in relation to whom the Subscriber uses any or all of the Services.
  5. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
  6. Effective Date: the date set out in an Order on which the provision of Services shall commence.
  7. End-User App: Voilo’s end-user mobile application to enable Customers to make payments using the same system as the App.
  8. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Subscriber or a user authorised by the Subscriber (but not Voilo) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
  9. Initial Term: the initial term of this Agreement as set out in the Order.
  10. Order: the request for Services made by you via the App or our website at www.voilo.co.uk and agreed in writing by us, which Order will be shown in the Subscriber account section of the App or our website and will set out all your subscribed Services, Initial Term, payment details, renewal dates and invoices.
  11. Renewal Period: the period described in clause 14.1.
  12. Seller: any third party user of the App and Services from whom you wish to purchase goods and services, or to whom you wish to make a donation, or whose loyalty programme or promotions you wish to benefit from, by using the App.
  13. Subscriber Data: the data inputted by you, any users authorised by you, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services, including without limitation your full name, phone number, Voilo account password, App passcode, TouchID or FaceID biometric access information, bank account sort code and account number.
  14. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  15. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
9. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs (if any) are to paragraphs of the relevant schedule to this agreement.
Licence
1. We grant you a non-exclusive, worldwide, revocable, non-assignable, non-sublicensable licence to download or stream a copy of the App onto your personal devices to view, use and display the App, Services and Documentation for your internal business purposes only.
2. We grant you the right, provided you comply with clause 3.3 below, to (i) make one copy of the App and the Documentation for back-up purposes; and (ii) receive and use any free supplementary software code or update of the App incorporating “patches” and corrections of errors as we may provide to you.
3. You agree that you will:
  - not rent, lease, sub-license, loan, provide, or otherwise make available, the App, Services or Documentation in any form, in whole or in part to any person without prior written consent from us;
  - not copy the App, Services or Documentation, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
  - not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in this Agreement;
  - not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
    - is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
    - is not used to create any software that is substantially similar in its expression to the App;
    - is kept secure; and
    - is used only for the Permitted Objective;
  - comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service;
  - treat any username, password, TouchID/FaceID or other piece of information you choose, or are provided with, as part of our security procedures, as confidential and must not disclose these details to a third-party and, if you register more than one person’s biometric data on your device, you must ensure that you do not share your device with a person who is not authorised by you to access the App on your device; and
  - not create a Voilo account if we have previously deactivated your account for violating the law or for breaching any of these Voilo App Terms & Conditions or any of our policies.
Services and Documentation
1. We will perform the Services with reasonable skill and care, and we will provide the Services and make available the Documentation to you on the terms of this Agreement.
  Payment Services
2. In order to use this Service, you need to have a mobile banking app installed on your mobile device that is linked to your bank account, and you must enable our App to link to your mobile banking app. You confirm you are authorised to link the relevant mobile banking account to your Voilo account. If you do not have authority to link a particular mobile banking account to your Voilo account or the App, you must not do so.
3. We are not involved in, or liable for, the contractual arrangements between you and your bank, or your ability to access your bank account information or to make or receive payments from your bank account. It is your responsibility to check your bank account information and payment instructions for accuracy, legality or otherwise, and to check if your bank stops you from using our App (for example, if your bank prevents you from downloading your account information using our App).
4. If a Customer places an order to purchase goods and/or services from you or make a donation to you, this constitutes an offer by the Customer to enter into a contract with you to purchase those goods and/or services from you or make the donation. If you accept this offer, you will enter into a binding contract directly with the Customer, and not with us.
5. Conversely, when you place an order to purchase goods or services from a Seller, or make a donation, this constitutes an offer by you to the Seller to enter into a binding contract with the Seller for the sale of the goods or services or for the donation comprised in the order on the basis of the Seller’s terms and conditions of sale, which offer the Seller is free to accept or reject at their absolute discretion. if a Seller accepts your offer, you will enter into a binding purchase contract directly with the relevant Seller and not with us.
6. We will simply help you take the required payment from a Customer or make the required payment to a Seller. You are liable to the Customer, and the Seller is directly liable to you (as appropriate), in respect of the purchase contract and the any goods or services purchased. Any liability we may have to you is limited to facilitating payment and limited in accordance with clause 13 below.
7. You authorise Voilo to act as an agent for you to facilitate taking payment from the Customer for the purchase of your goods and/or services, using your Customer’s own mobile banking apps without the need for a card reader. Voilo is authorised by other Sellers to act as an agent to facilitate payment by you to them via your usual mobile banking app. Our App is not a substitute for your usual bank mobile app.
8. We will facilitate payment to you by the Customer for the goods or services the Customer purchases from you by enabling you to share with the Customer the necessary payment information using your mobile device (for example by allowing the Customer to scan a QR code you provide), which the Customer can use to make payment to you via your mobile bank account app.
9. We will facilitate a payment initiation service for payment to your bank account connected to your Voilo account by a Customer for the goods or services they order or the donation they wish to make. Conversely, we will facilitate a payment initiation service for payment by you from your bank account connected to your Voilo account to the Seller for the goods or services you order or donation you wish to make. In each case we do this by enabling the paying party to collect the necessary payment information using their phone (for example by scanning a QR code provided by the Seller) and then make the payment to the Seller via their mobile bank account app. Voilo does not receive access to the paying party’s money at any stage.
10. All payments made using our App are secured and protected by the bank whose mobile banking the paying party uses, which bank is a Financial Conduct Authority regulated body. We encourage you always to be clear who you are paying using the App, and not to respond to payment requests you do not recognise. Although unlikely, if you do receive an unknown or suspicious payment request, please report it immediately to us at info@voilo.co.uk.
11. Our services are organized according to the principles of ‘Open Banking’ and PSD2 European Union regulations. We provide our services under a licence from Finexer Ltd, which is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 firm reference number 925695 as an ‘Authorised Payment Institution’ to provide account information services and payment initiation services. You can find more information about Open Banking at openbanking.org.uk.
12. When you initiate a payment through our App, you authorise us (and Finexer) to relay the instruction to your bank for that payment to be made to the Seller, and to access and use your bank account information you have linked to your Voilo account, to facilitate the payment. We will use this information in accordance with our privacy policy.
13. We do not charge you for making a payment using the App. We will charge you for taking payments using our App in accordance with clause 9 below. If you are a charity taking a donation or making a donation to a charity using the App, you or the Seller (as appropriate) may offer the opportunity to add Gift Aid to the donation. You can find more information about Gift Aid at Gift Aid.
14. You accept and agree to comply with and be bound by the terms of use, security policy and privacy policy of your mobile banking app as well as the terms of this Agreement.
  Promotions Services
15. You may offer promotions in relation to one or more of your products and services to Customers (Promotion/offer). Voilo will display these Promotions (and any discount code you require Customers to quote in order to benefit from any Promotion) in the App and the End-User App, and will notify Customers of Promotions if the Customer enables notifications in its App or End-User App settings. We will adopt the same approach for all other participating Sellers, and you will receive notifications of other Sellers’ Promotions if you enable notifications in the App.
16. If a Customer chooses to make a purchase from you to benefit from a Promotion, you will enter into a binding purchase contract directly with the Customer in accordance with clause 4.4 above. You will retain absolute discretion as to whether to enter into such purchase contract with any Customer and as to whether to offer the relevant Promotion. Voilo is not obliged to procure the purchase by a Customer of the relevant goods or services nor to procure that a Customer seeks to benefit from any Promotion, and Voilo is not liable to you for any failure or refusal by a Customer to do so.
17. Conversely, If you choose to make a purchase from another Seller to benefit from their Promotion, you will enter into a binding purchase contract directly with the Seller in accordance with clause 4.5 above. The Seller will retain absolute discretion as to whether to enter into a purchase contract with you and as to whether to offer the relevant Promotion. Voilo is not liable to you for any failure or refusal by a Seller to do so and Voilo is not obliged to procure the sale to you by the Seller of the relevant goods or services or to procure for you the benefit of any Promotion.
18. You may withdraw or amend your Promotions at any time, and you acknowledge and agree that other Sellers may withdraw or amend their Promotions at any time, and Voilo is not liable to you for any such withdrawal or amendment.
  Loyalty Programme Services
19. You can offer a loyalty programme that allows Customers to collect points in return for making purchases from you (Loyalty Points). Loyalty Points can then be redeemed by the Customer for rewards that you offer. Conversely, you can participate in any loyalty programme offered by another Seller that allows you to collect points in return for making purchases with that Seller. These points can then be redeemed for rewards offered by the relevant Seller.
20. If you choose to offer a loyalty programme, you must specify on the App:
  - an amount that Customers must spend on your goods and/or services in order to earn a Loyalty Point. Customers will then earn 1 Loyalty Point every time they spend such amount on your goods and/or services, and can accumulate Loyalty Points in order to build up a larger total; and
  - what rewards Customers may receive in return for redeeming Loyalty Points and how many Loyalty Points are required for each such reward.
21. Conversely, for any loyalty programme offered by another Seller, the number of Loyalty Points you will earn with that Seller every time you spend a specified amount with that Seller, and what rewards you may receive in return for redeeming Loyalty Points and how many Loyalty Points are required for each such reward, will be indicated in the App
22. Voilo will not offer to Customers, or to you as the customer of another Seller:
  - the ability to redeem Loyalty Points or loyalty rewards for cash;
  - the right to transfer Loyalty Points or loyalty rewards to other App or End-User App users or other accounts;
  - the ability to combine Loyalty Points among multiple users of the App or End-User App;
  - the ability to convey Loyalty Points to any other person, including through an App or End-User App user’s estate; or
  - to pass Loyalty Points to an App or End-User App user’s successors or assigns, upon death, as part of a domestic relations matter, or otherwise.
23. Voilo shall only offer to App or End-User App users additional loyalty programme benefits relating to your goods and/or services with your prior consent. This could include, for example, providing bonus points and other promotional offers and incentives available to select App or End-User App users based on purchase activity, geographic location, loyalty programme participation, other information supplied by App or End-User App users, or other criteria established by you. Voilo may make suggestions to you as to such additional benefits from time to time.
24. Voilo shall only decline to offer to App or End-User App users certain loyalty programme benefits relating to your goods and/or services with your prior consent, provided that, once a reward has been issued by you on the App, the reward will remain available for redemption by the App or End-User App user for the redemption period.
25. Conversely, Voilo reserves the right for it or other Sellers to offer additional loyalty programme benefits or decline to offer certain loyalty programme benefits at any time in its or their sole discretion, with or without notice to you, provided that, once a reward has been issued by a Seller on the App, the reward will remain available for redemption by you for the redemption period.
26. Voilo shall only offer App or End-User App users access to special events and/or invitations to participate in exclusive offers that relate to your goods and/or services with your prior consent. Conversely, you may, at Voilo’s sole discretion, be given access to special events and be invited to participate in exclusive offers for you with other participating Sellers.
27. We will only offer loyalty rewards from you subject to any individual terms and conditions stipulated by you, and you will have the discretion as to whether to redeem any such reward.
28. The ability to offer a loyalty rewards programme is further offered at the sole discretion of Voilo, and we reserve the right to terminate, change, limit, modify, or cancel your ability to offer a loyalty rewards programme at any time. If we decide to revise the ability to offer a loyalty programme or to change the terms of the Agreement in relation to offering a loyalty programme, we will let you know in accordance with clause 1.5 above.
29. You acknowledge and agree that Voilo or other Sellers may terminate, change, limit, modify, or cancel the terms and conditions of other Seller’s loyalty rewards programmes at any time. The revisions to the loyalty programmes that we or other Sellers may make include, but are not limited to, the following: (i) increasing or decreasing the points required to earn loyalty points or the rate at which loyalty points can be earned; (ii) changing the categories or value of loyalty points that can be earned; (iii) changing the methods or eligibility requirements of benefitting from rewards using the App; (iv) changing the methods or requirements for earning or redeeming loyalty points; or (v) instituting or adding blackout dates for earning or redeeming loyalty points.
30. You may end your offer of a loyalty rewards programme at any time, provided that you must redeem any issued and unused Loyalty Points for rewards offered by you, upon request from a Customer at any time within 30 days of your withdrawal from the loyalty programme.
31. You will indemnify Voilo in relation to any claim from a Customer in relation to the availability of any individual reward offered by you or individual terms and conditions imposed by you.
What Subscribers must do
1. You must be 18 or over to use the App, Documentation and/or Services.
2. You must do the following:
  - provide us with:
    - all necessary co-operation in relation to this agreement; and
    - all necessary access to such information as we may require;
    in order to provide the Services, including but not limited to Subscriber Data, and security access information;
  - comply with all applicable laws and regulations with respect to your activities under this Agreement, without affecting your other obligations under this Agreement;
  - carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of any assistance agreed with us, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
  - obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Agreement, including without limitation the Services;
  - ensure that your network and systems comply with any relevant specifications which we may provide from time to time; and
  - be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
3. You must not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
  - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  - facilitates illegal activity;
  - depicts sexually explicit images;
  - promotes unlawful violence;
  - is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  - is otherwise illegal or causes damage or injury to any person or property;
  - and we reserve the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
4. You must not:
  - except where allowed by any applicable law which cannot be excluded by agreement between the parties and except to the extent expressly permitted under this Agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App and/or Documentation (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App; or
  - access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
  - use the Services and/or Documentation to provide equivalent or competing services to third parties; or
  - license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, except where permitted under clause 24.1 (Assignment) below; or
  - attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation except where expressly permitted in this Agreement; or
  - introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
Data protection
1. In relation to ‘Personal Data’ (which has the meaning given in the Data Protection Legislation) received by us from you or received by you from us, the receiving party will:
  - comply with all applicable requirements of the Data Protection Legislation;
  - only process such Personal Data for the purposes of the provision or use of the Services and/or Documentation or as otherwise instructed by the other party;
  - implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, such Personal Data;
  - notify the other party immediately upon becoming aware of any data security breach in relation to such Personal Data;
  - provide all reasonable assistance to the other party, at the other party’s cost, to enable the other party to comply with its obligations under the Data Protection Legislation, including in relation to any request from a data subject and in ensuring compliance with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
2. You and we each acknowledge and agree that another party may transfer, use, process or otherwise deal with Personal Data received from the other party outside of the country in which it is received, provided appropriate safeguards are implemented and always in accordance with the requirements of this Agreement.
3. Any Personal Data we may collect will be governed by our Privacy Policy, available on the App and on our website at www.voilo.co.uk.
Voilo’s commitments
1. Voilo:
  - does not warrant that:
    1. your use of the Services will be uninterrupted or error-free;
    2. that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements;
    3. the App or the Services will be free from Vulnerabilities or Viruses; or
    4. the App, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
  - is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2. This Agreement does not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Documentation, products and/or services which are similar to those provided under this Agreement.
3. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.
Subscriber Data
1. You will own all right, title and interest in and to all of the Subscriber Data that is not personal data and have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.
2. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy against us will be for us to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by us in accordance with the archiving procedure which may be described in any back-up policy notified to you on the App or made available on our website at www.voilo.co.uk. We will not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties we sub-contract to perform services related to Subscriber Data maintenance and back-up, for which we will remain fully liable).
Charges and payment
1. In consideration of the provision of the Services, you must pay to us the following Charges in accordance with this clause 9 and the Order:
  - an initial set-up fee payable on the Effective Date;
  - a monthly subscription fee payable in advance on the Effective Date and on a monthly basis thereafter; and
  - a percentage of the value of every payment received by you using the App, payable in aggregate in arrears on a monthly basis.
2. The amounts of the Charges payable pursuant to clause 9.1 shall be set out in the Order and in the App and and/or our website at www.voilo.co.uk.
3. Voilo shall issue a VAT invoice on the Effective Date in respect of the Charges immediately payable pursuant to clauses 9.1(a) and (b), and thereafter shall issue a VAT on a monthly basis in relation to Charges payable pursuant to clauses 9.1(b) and (c).
4. All invoices shall be issued via the App and notified to you via in-App notification or by email, and shall include a list of all transactions made by you using the App and a calculation indicating the amounts payable pursuant to clauses 9.1(b) and (c).
5. You shall pay to Voilo the Charges set out in the invoice issued on the Effective Date immediately. You shall pay to Voilo the Charges set out in all subsequent invoices within 14 days of receipt of it, except for any amount in respect of which there is a genuine dispute.
6. If we have not received payment within 14 days after the due date, and without affecting any of our other rights and remedies:
  - we may, without liability to you, disable your password, account and access to all or part of the Services and we will be under no obligation to provide any or all of the Services, while the invoice(s) concerned remain unpaid; and
  - interest will accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7. All amounts and fees stated or referred to in this Agreement:
  - are payable in pounds sterling;
  - are, except in relation to the cap on liability set out in clause 13.3(b), non-cancellable and non-refundable;
  - are exclusive of value added tax, which shall be added to our invoice(s) or other charging process at the appropriate rate.
8. We are entitled to increase the Charges at the start of each Renewal Period upon 90 days’ prior notice to you via the App and/or our website at www.voilo.co.uk, and the Order and this Agreement shall be deemed to have been amended accordingly.
Proprietary rights
1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated in this Agreement, we do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
2. We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.
Confidentiality
1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
  - is or becomes publicly known other than through any act or omission of the receiving party;
  - was in the other party’s lawful possession before the disclosure;
  - is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  - is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Except as permitted in clause 11.4, each party must hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
3. Each party must take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
4. A party may disclose Confidential Information received from the other party to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. You acknowledge that details of the Services, and the results of any performance tests of the Services, is our Confidential Information.
6. We acknowledge that the Subscriber Data is your Confidential Information.
7. Neither you nor we shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8. The above provisions of this clause 12 shall survive termination of this Agreement, however arising.
Indemnity
1. You must defend, indemnify and hold harmless Voilo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
  - you are given prompt notice of any such claim;
  - we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  - you are given sole authority to defend or settle the claim.
2. We must defend you, your officers, directors and employees against any claim that your use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
  - We are given prompt notice of any such claim;
  - you do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
  - we are given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
4. In no event must we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
  - a modification of the Services or Documentation by anyone other than us; or
  - your use of the Services or Documentation in a manner contrary to the instructions we have given to you; or
  - your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.
5. The clause states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
1. Except as expressly and specifically provided in this Agreement:
  - you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information, instructions or scripts that you provide to us in connection with the Services, or any actions we take at your direction;
  - all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  - we provide the Services and the Documentation to you on an “as is” basis.
2. Nothing in this Agreement excludes our liability:
  - for death or personal injury caused by our negligence; or
  - for fraud or fraudulent misrepresentation.
3. Except for the exclusions described in clauses 14.1 and 14.2 above:
  - We will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  - our total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement is limited to the total Charges paid during the 12 months immediately preceding the date on which the claim arose.
4. Nothing in this Agreement excludes your liability for any breach, infringement or misappropriation of our Intellectual Property Rights.
5. You acknowledge and agree that for the supply of goods and services by you to Customers in relation to which we will provide payment initiation Services under this Agreement, such supply will be the subject of a separate contract directly between you and the Customer and that we will have no liability to you or your Customer in relation to the supply of such goods or services.
Duration of agreement and when either party can end it earlier
1. Unless either you or we terminate this Agreement earlier in accordance with this clause 14, this Agreement will commence on the date of download by you of the App. The Services will commence on Effective Date stated in the relevant Order and will continue for the Initial Term stated in the relevant Order and, thereafter, will automatically renew for successive periods of 12 months (each a Renewal Period), unless:
  - either party notifies the other party that it wishes to terminate the Agreement, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement will terminate upon the expiry of the applicable Initial Term or Renewal Period; or
  - otherwise terminated in accordance with the provisions of this Agreement.
2. Without affecting any other right or remedy available to the terminating party, you or we may terminate this Agreement with immediate effect by giving written notice to the other party if:
  - the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
  - the other party commits a material breach of any other term of this Agreement and (if such breach is capable of being remedied) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  - the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  - the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  - the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  - a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of the other party;
  - an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (if it is a company, partnership or limited liability partnership);
  - the holder of a qualifying floating charge over the assets of the other party (if it is a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  - a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  - a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
  - any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
  - the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  - the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
3. On termination of this Agreement for any reason:
  - all licences granted under this Agreement will immediately terminate and you must immediately cease all use of the Services and/or the Documentation;
  - each party must return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  - we may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the Subscriber Data. We will use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You must pay all reasonable expenses we incur in returning or disposing of Subscriber Data; and
  - any of your and our rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure
We will have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Voilo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic or epidemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.
Conflict between these Terms and an Order
If there is an inconsistency between any of the provisions in these terms and conditions and in an Order, the provisions in these terms and conditions will prevail.
Variation
A variation of this Agreement is only effective if it is in writing and signed by you and us (or your or our authorised representatives).
Waiver
If we or you fail to exercise or delay exercise of any right or remedy provided under this Agreement or by law, this does not constitute a waiver of that or any other right or remedy, and does not prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies available
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance of any Agreement provision
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement, and you and we must negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
2. You and we both acknowledge that in entering into this Agreement you and we do not rely on, and have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. You and we both agree that you and we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Assignment of this Agreement to someone else
1. You must not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement.
No partnership or agency arrangement between us and you.
Nothing in this Agreement is intended to or shall operate to create a partnership between us and you, or authorise you or us to act as agent for the other, and neither you nor we have the authority to act in the name or on behalf of or otherwise to bind the other party in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
No third party has any rights
This Agreement does not confer any rights on any person or party (other than you and us and, where applicable, our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices to each other
1. Any notice or other communication you or we need to give to the other party under or in connection with this Agreement must be in writing and either (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the other party’s registered office or principal place of business; or (b) sent by email to the email address made known to the party sending such email.
2. Any notice or communication will be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
English law governs this Agreement
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and construed in accordance with the law of England and Wales.
English courts have jurisdiction
You and we both irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).