Equine Pay WEBSITE AND PLATFORM TERMS & CONDITIONS



These Terms and Conditions ("Terms") govern your access to and use of the Equine Pay website, payment platform and related services (together, the "Platform").

The Platform is operated by equine Pay, a company registered in England and Wales under company number [COMPANY NUMBER], with registered office at [REGISTERED OFFICE] ("Equine Pay", "we", "us" or "our").

By creating an account, accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform.

**1. Business Users Only**
The Platform is intended for professional and commercial businesses operating within the equestrian sector, including professional riders, trainers, breeders, yards, livery businesses, equestrian service providers and other equestrian businesses.

The Platform is not intended for individuals acting wholly or mainly for personal, recreational or non-business purposes.

By using the Platform, you confirm that:
a. you are acting for business or professional purposes;
b. you have authority to enter into these Terms;
c. any information you provide is accurate, complete and current; and
d. your use of the Platform complies with applicable laws and regulations.

We may refuse or restrict access where these requirements are not satisfied.

**2. Account Registration**
You may be required to complete a business application before using some or all of the Platform.

You must provide accurate and up-to-date information and promptly notify us if your business or account information changes.

We or our payment providers may request information or documentation to verify:
a. your identity;
b. your business;
c. your bank or payment details;
d. the identity of directors, owners or persons with significant control; or
e. any other information reasonably required for legal, regulatory, fraud-prevention or security purposes.

We may refuse, suspend or restrict an account where information is incomplete, inaccurate, cannot be verified or where further checks are required.

**3. Your Account**
You are responsible for keeping your account and login details secure.

You must not allow unauthorised persons to access your account.

You must notify us promptly if you believe your account has been compromised or used without permission.

You are responsible for activity carried out through your account by anyone you have authorised to use it.

**4. The Platform**
The Platform may allow you to:
a. create and send payment requests;
b. generate payment links;
c. receive payment-status information;
d. manage transaction records;
e. view and export payment information; and
f. access other related features made available by us.

We may update, change or improve the Platform from time to time.

**5. Payment Services**
The Platform may connect with third-party banks, payment institutions, merchant acquirers or other payment service providers ("Payment Providers").

Where regulated payment processing is carried out by a Payment Provider, the payment service is provided by that provider under its own terms and regulatory obligations.

Unless expressly stated otherwise, Equine Pay provides payment-related technology and infrastructure and is not itself a bank, deposit-taking institution or regulated payment institution.

You may be required to accept separate terms from a Payment Provider before using payment functionality.

Where a Payment Provider's terms apply directly to a regulated payment service, those terms will govern that service.

**6. Funds**
Where payments are processed and settled directly by a Payment Provider, Equine Pay does not receive, hold or safeguard money belonging to you or your customers.

Settlement times, payment holds, safeguarding arrangements and availability of funds are determined by the relevant Payment Provider.

You should not treat Equine Pay as holding money on your behalf unless we expressly confirm otherwise in writing.

**7. Payment Requests**
You are responsible for ensuring that every payment request you create is accurate and legitimate.

Before sending a payment request, you must ensure that:
a. the recipient is correct;
b. the amount and currency are correct;
c. the description or payment reference is accurate;
d. the payment is genuinely due;
e. you are entitled to request the payment; and
f. any applicable taxes and charges are correctly applied.

We are not responsible for losses resulting from incorrect information entered by you, except where liability cannot legally be excluded.

You must not create fraudulent, fictitious, duplicate, misleading or unauthorised payment requests.

**8. Your Relationship with Customers**
Equine Pay is not a party to the underlying agreement between you and your customers.

You remain responsible for:
a. the goods or services you provide;
b. your prices and payment terms;
c. invoices;
d. fulfilment of your obligations;
e. refunds;
f. complaints;
g. cancellations;
h. taxes; and
i. compliance with laws applying to your business and customers.

Use of the Platform does not mean that we endorse or verify an underlying transaction.

We do not decide whether a payment is properly due and do not resolve contractual disputes between you and your customers.

**9. Payment Processing**
Payments may be delayed, declined, reversed, refunded or otherwise affected for reasons outside our reasonable control.

These reasons may include:
a. insufficient funds;
b. decisions by banks or card issuers;
c. fraud or security checks;
d. incorrect payment information;
e. technical problems;
f. chargebacks;
g. regulatory requirements; or
h. action by a Payment Provider.

We do not guarantee that a payment will be accepted or completed.

You should not treat a payment as finally received until it has been confirmed as successfully settled.

**10. Settlement**
Settlement periods are determined by the relevant Payment Provider.

Any estimated settlement date shown on the Platform is indicative unless expressly stated otherwise.

We are not responsible for delays caused by banks, Payment Providers, card networks, compliance checks or other matters outside our reasonable control.

You are responsible for checking your own bank and payment records and reconciling payments received.

**11. Refunds, Reversals and Chargebacks**
You are responsible for managing refunds relating to your goods or services.

Payments may be subject to refunds, reversals, disputes or chargebacks in accordance with the rules of the relevant payment method or Payment Provider.

You must provide reasonable information or evidence requested in connection with a payment dispute.

Any chargeback, refund or dispute fees may be charged in accordance with our fees or the terms of the relevant Payment Provider.

We do not guarantee the outcome of any payment dispute or chargeback.

**12. Fees and Charges**
Fees for using the Platform may include transaction fees, subscription charges and other service fees.

Applicable fees will be displayed on our website, during registration, within the Platform or otherwise notified to you before they apply.

Unless stated otherwise, fees are exclusive of VAT.

You are responsible for paying all fees properly due.

We may change our fees from time to time.

Where a change materially increases recurring charges, we will provide reasonable notice unless the change is required immediately because of law, regulation, tax, Payment Provider requirements or circumstances outside our reasonable control.

If you do not agree to a change in recurring fees, you may stop using the Platform before the new fees take effect.

**13. Taxes**
You are responsible for determining, reporting and paying any tax arising from your business activities and transactions.

Equine Pay does not provide tax, accounting, financial or legal advice.

**14. Records**
The Platform may provide transaction and payment records for administrative purposes.

Information displayed may depend on data received from you or third parties.

You should maintain your own business, tax and accounting records as required by law.

Platform records should not be treated as a replacement for bank statements, invoices, payment-provider records or statutory accounting records.

**15. Acceptable Use**
You must use the Platform only for lawful business purposes.

You must not:
a. use it for fraudulent or unlawful activity;
b. provide false or misleading information;
c. create fictitious transactions;
d. use it for money laundering or other criminal activity;
e. attempt to bypass security, compliance or payment controls;
f. access another user's account without permission;
g. interfere with the operation or security of the Platform;
h. introduce viruses, malware or other harmful code;
i. attempt to gain unauthorised access to our systems;
j. infringe another person's intellectual property, privacy or other rights; or
k. use the Platform in breach of applicable Payment Provider terms.

We may investigate suspected breaches and suspend or terminate access where reasonably necessary.

**16. Data Protection and Privacy**
We process personal data in accordance with applicable UK data protection law and our Privacy Policy, which is available on our website.

Where you provide personal information relating to customers or other individuals, you are responsible for ensuring that you have a lawful basis to collect, use and provide that information.

Depending on the circumstances, you and Equine Pay may each act as independent controllers of personal data, or we may process certain information on your behalf.

Payment Providers may process personal information under their own privacy notices and regulatory obligations.

**17. Cookies**
Our website and Platform may use cookies and similar technologies.

Further information is provided in our Cookie Policy or cookie settings available through our website.

Where consent is required by law for non-essential cookies, we will request that consent before using them.

**18. Security**
We take reasonable technical and organisational measures designed to protect the Platform and information processed through it.

However, no internet-based service can be guaranteed to be completely secure or uninterrupted.

You are responsible for maintaining appropriate security on devices and systems used to access the Platform.

You must notify us promptly if you become aware of suspected unauthorised access or a security issue affecting your account.

**19. Platform Availability**
We aim to keep the Platform available and operating reliably but do not guarantee uninterrupted or error-free access.

The Platform may be unavailable because of:
a. maintenance;
b. upgrades;
c. technical faults;
d. internet or telecommunications failures;
e. cybersecurity incidents;
f. Payment Provider outages;
g. banking or payment-network disruption;
h. legal or regulatory requirements; or
i. events outside our reasonable control.

We may temporarily suspend or restrict the Platform where reasonably necessary for security, maintenance, compliance or operational reasons.

**20. Changes to the Platform**
We may add, remove, update or modify Platform functionality from time to time.

We may discontinue functionality where reasonably necessary for technical, commercial, regulatory, security or third-party reasons.

Where reasonably practicable, we will provide notice if a change materially affects a paid core service.

**21. Intellectual Property**
All intellectual property rights in the Platform, website, software, branding, designs, databases and documentation belong to Equine Pay or our licensors.

We grant you a limited, non-exclusive and non-transferable right to use the Platform for your internal business purposes while your account remains active.

You must not copy, modify, distribute, sell, sublicense, reverse engineer or commercially exploit the Platform except where permitted by law or authorised by us in writing.

**22. Your Content**
You retain ownership of content and information that you upload to the Platform.

You give us permission to store, process, copy and use that content only to the extent reasonably necessary to:
a. provide and operate the Platform;
b. process payment-related information;
c. provide support;
d. prevent fraud and maintain security;
e. comply with legal obligations; and
f. maintain and improve our services.

You confirm that you have the necessary rights and permissions to provide that content to us.

**23. Confidentiality**
Each party must keep confidential any non-public commercial, financial, technical or business information received from the other party which would reasonably be considered confidential.

Confidential information may be shared where necessary with employees, contractors, professional advisers, service providers or authorities, provided there is a lawful basis for doing so.

This obligation does not apply to information which is already public through no breach of these Terms or which was lawfully obtained from another source.

**24. Third-Party Services**
The Platform may contain links to or integrations with third-party services.

We are not responsible for third-party websites or services that we do not control.

Your use of those services may be subject to separate third-party terms.

**25. Suspension**
We may suspend or restrict your access where we reasonably believe:
a. you have breached these Terms;
b. fees are overdue;
c. information supplied by you is inaccurate or cannot be verified;
d. fraudulent or unlawful activity may be taking place;
e. there is a security risk;
f. a Payment Provider requires the restriction;
g. we are required to act by law, regulation or a competent authority; or
h. continued use could create a material legal, financial, regulatory or security risk.

Where lawful and reasonably practicable, we will explain the reason for the restriction.

**26. Ending Your Account**
You may stop using the Platform and request closure of your account at any time by contacting us through the contact details shown on our website.

Closing your account does not affect:
a. fees already due;
b. pending transactions;
c. chargebacks or payment disputes;
d. rights or liabilities which arose before closure; or
e. provisions of these Terms intended to continue after termination.

**27. Ending or Restricting Your Account by Us**
We may terminate your account on reasonable notice.

We may terminate or restrict access immediately where:
a. you materially breach these Terms;
b. we reasonably suspect fraud or unlawful activity;
c. continued service would breach law or regulation;
d. a Payment Provider withdraws services needed for your account;
e. you become insolvent or cease trading; or
f. continued access would create a serious security, legal or regulatory risk.

**28. Effect of Termination**
When your account ends:
a. your right to use the Platform ends;
b. outstanding fees remain payable;
c. pending payment matters may continue to be processed; and
d. we may retain information where required for legal, regulatory, accounting, security, fraud-prevention or dispute-resolution purposes.

**29. Disclaimers**
The Platform is provided for business payment administration and related purposes.

To the fullest extent permitted by law, we do not guarantee that:
a. the Platform will always be available or error-free;
b. every payment request will result in payment;
c. every payment will be completed within a particular time;
d. third-party information will always be accurate; or
e. third-party services will remain available.

Nothing provided through the Platform constitutes legal, financial, tax, accounting or investment advice.

Any terms or warranties implied by law are excluded to the extent that they may lawfully be excluded in a business-to-business contract.

**30. Our Liability**
Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for fraud, fraudulent misrepresentation or death or personal injury caused by negligence where liability cannot lawfully be excluded.

Subject to the above, we will not be liable for:
a. loss of profits;
b. loss of revenue;
c. loss of business;
d. loss of anticipated savings;
e. loss of opportunity;
f. loss of goodwill;
g. loss of contracts;
h. indirect or consequential losses; or
i. loss of data where you have failed to maintain reasonable backups.

Subject to the exclusions above, our total aggregate liability arising from these Terms or the Platform in any 12-month period will not exceed the total fees paid by you to Equine Pay during the 12 months before the event giving rise to the claim.

The exclusions and limitations in these Terms apply only to the extent permitted by law.

We are not responsible for the independent acts or omissions of banks, Payment Providers, card issuers, payment networks or other third parties except where the law makes us responsible.

**31. Your Responsibility**
You are responsible for losses reasonably incurred by us as a direct result of your:
a. fraudulent activity;
b. deliberate misuse of the Platform;
c. material breach of these Terms;
d. unlawful use of the Platform; or
e. infringement of another person's rights through content you provide.

This does not require you to compensate us for losses caused by our own negligence or breach.

**32. Events Outside Our Control**
Neither party will be responsible for a failure or delay caused by events outside its reasonable control.

These may include internet or telecommunications failures, natural disasters, fire, flood, war, civil unrest, industrial disputes, major cybersecurity incidents, government action, power failures and banking or payment-network disruption.

This does not affect any obligation to pay amounts which became due before the relevant event.

**33. Changes to These Terms**
We may update these Terms from time to time to reflect changes to our Platform, business, payment-provider arrangements, laws, regulations or security requirements.

Where changes materially affect your rights or obligations, we will provide reasonable notice where practicable.

Changes required immediately by law, regulation, security requirements or circumstances outside our reasonable control may take effect without advance notice.

The date at the top of these Terms shows when they were last updated.

By continuing to use the Platform after updated Terms take effect, you agree to the revised Terms.

**34. Complaints**
If you have a complaint about Equine Pay or the Platform, please contact us using the contact details available on our website.

We will investigate complaints fairly and seek to resolve them within a reasonable period.

Where a complaint relates to a regulated payment service provided by a Payment Provider, you may be required to use that provider's complaints procedure.

**35. Transfer of Rights**
You may not transfer your rights or obligations under these Terms without our written consent.

We may transfer our rights or obligations as part of a sale, merger, restructuring or transfer of our business, provided this does not materially reduce your rights.

**36. No Partnership or Agency**
Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between you and Equine Pay.

Neither party may enter into obligations on behalf of the other unless expressly authorised.

**37. Entire Agreement**
These Terms, together with any fee information, Privacy Policy and other terms expressly incorporated into them, constitute the agreement between you and us concerning your use of the Platform.

You acknowledge that you have not relied on any statement which is not expressly included in that agreement.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

**38. Severability**
If any part of these Terms is found to be invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

If that is not possible, the relevant provision will be treated as deleted and the remaining Terms will continue in effect.

**39. Waiver**
If we do not immediately enforce a right under these Terms, this does not mean that we have waived that right.

A waiver relating to one breach does not apply to any later breach.

**40. Third-Party Rights**
Unless expressly stated otherwise, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

**41. Governing Law and Jurisdiction**
These Terms and any dispute arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

**42. Regulatory Status**
Where regulated payment services are provided through the Platform, they may be provided by an appropriately authorised or registered Payment Provider.

The identity and regulatory status of the relevant Payment Provider will be provided where applicable during onboarding, through the Platform or within the provider's own terms.

Nothing on the Platform should be interpreted as stating that Equine Pay is authorised or regulated by the Financial Conduct Authority unless this is expressly stated by us.

**43. Contact and Company Information**
[LEGAL COMPANY NAME], trading as Equine Pay

Company number: [COMPANY NUMBER]

Registered office: [REGISTERED OFFICE]

Contact details are available on our website.