Terms & Conditions, Terms of Business, and Website Terms

1) Introduction & Who We Are

1. ARVOSE LTD (“BankTap”, “we”, “us”, “our”) provides a platform to create, share, and accept account-to-account payments and access account information using Open Banking (PIS/AIS).
2. By accessing our website or creating a BankTap account, you accept these terms. If acting for a company/charity, you confirm authority to bind that entity.
3. We may update these terms. Changes take effect on posting, or for material changes, on 30 days’ notice by email or via the dashboard.

2) Definitions

Key terms include: “Merchant” (business/charity using BankTap to collect payments), “End‑User” (payer/donor), “PISP Partner” (regulated payment institution performing PIS until our FCA authorisation), “Platform” (BankTap dashboard, APIs, links, widgets), “Donation” (voluntary transfer to a charity), “Settlement Account” (your nominated bank account), “Gift Aid” (UK HMRC scheme), “Order Form” (signed agreement for services).

3) Scope: Website vs Platform

• Website Terms of Use apply when browsing our site.
• Platform Terms of Service & Terms of Business apply when you register and use BankTap to collect payments/donations or access AIS.
• End‑User Terms apply to payers/donors who scan a QR or click a payment link.
• API/Developer Licence applies to integrations and SDK/API usage.
• Partner/Reseller Terms apply if you promote or resell BankTap.

4) Eligibility, Onboarding & KYC

• You must be established in the UK (or supported territory) and provide accurate KYB/KYC information, including documents, director/PSC info, sanctions checks, and bank account verification.
• You must use your own Settlement Account. We do not hold funds, operate client money accounts, or provide escrow.
• We may refuse or suspend access if onboarding checks fail, risk profile changes, or for AUP breaches.

5) Payments (PIS), Settlement, Refunds & Chargebacks

1. Payment Initiation. Payers scan/tap your link; their banking app opens with your details; approval uses SCA/biometrics. We (or PISP Partner until FCA authorisation) transmit the payment order to the payer’s bank (ASPSP). Supports single immediate payments (non‑revocable post‑SCA) and, if enabled, variable recurring payments (revocable before next due date).
2. No Card Rails & No Chargebacks. These are bank transfers, not card transactions. Card chargeback rights do not apply.
3. Settlement Timing. Faster Payments typically settle in seconds, subject to payer bank, limits, and rail availability. We do not guarantee timing.
4. Refunds. You decide refunds. Our tools enable bank transfer refunds to the payer’s account; timings vary. End‑Users may claim refunds for unauthorised/defective payments within 13 months per PSR Reg 74‑79.
5. Tips & Service Charges. If enabled, you handle allocation, payroll, and tax.
6. Donations & Gift Aid. See Schedule E. Only claim Gift Aid where donor and donation are eligible per HMRC.
7. Consumer‑to‑Consumer (C2C). Available only if enabled; see Schedule F.
8. Unauthorised Payments. End‑Users must report within 13 months to their bank or us for investigation/refund per PSR.

6) Fees, Taxes & Changes

• Fees in dashboard/Order Form (e.g., 0.35% for early adopters). Add‑ons for premium features, refunds, or international rails.
• Prices exclude VAT/taxes. You’re responsible for taxes on sales/donations.
• Fee changes on 30 days’ notice (except promotional rates per Order Form).

7) Merchant/Charity Obligations

• Comply with laws (PSR 2017 as amended, SCA, consumer protection, fundraising, HMRC Gift Aid).
• Provide clear descriptions, pricing, refund policy, and contact details to End‑Users.
• Use BankTap only for permitted activities (see AUP). Do not bypass SCA, bank limits, or monitoring.
• Handle complaints; cooperate with us/PISP Partner for investigations.

8) Acceptable Use (Summary)

High‑risk, illegal, or regulated categories restricted/prohibited. See Schedule A.

9) Intellectual Property & Ownership

• We (or licensors) own Platform IP, software, widgets, docs, designs, and brand assets. Limited licence granted.
• You grant us a licence to use your name/logo for operation/marketing (opt out: [email protected]).
• Feedback becomes our IP without obligation; do not submit confidential ideas.

10) Data Protection & Security (UK GDPR/DPA 2018)

• Role Split. You are controller for payer/donor data; we are controller for telemetry/support, and processor on your documented instructions (e.g., Gift Aid). See Schedule B.
• Transparency. You provide notices to End‑Users. Our privacy notice: /legal/privacy.
• Security. ISO/IEC 27001‑aligned measures (encryption, access controls, logging, vulnerability management). See Schedule B, Annex A.
• Sub‑processors. See Schedule D. Change notices provided.
• Transfers. UK IDTA/Addendum for non‑UK transfers.
• Incidents. Notified without undue delay; we cooperate on remediation.
• Consent Revocation. End‑Users can revoke consent via their bank or our dashboard, stopping data access/sharing.

11) Confidentiality

Protect other party’s confidential information; use only for these terms. Exceptions: public info, independently developed, lawfully obtained. Legal disclosures limited and notified where lawful.

12) Warranties & Disclaimers

• You warrant accurate business/charity info and lawful use.
• Platform “as is”; no guarantee of uninterrupted/error‑free operation or settlement speed.
• Consumer rights not excluded under UK law.

13) Liability & Indemnities

• Cap. Our liability capped at £10,000 or 12‑month fees, except for death/injury, fraud, PSR breaches, data protection breaches, or non‑excludable liability.
• Exclusions. No liability for indirect/consequential loss, lost profits, bank rail/payer bank downtime, or third‑party failures.
• Your Indemnity. You indemnify us for claims/fines from your breach of law, AUP, misrepresentation, or IP infringement.
• Our IP Indemnity. We defend/indemnify for claims alleging unmodified Platform infringes IP, subject to notice, control, cooperation.

14) Suspension & Termination

• Terminate for convenience on 30 days’ notice (unless Order Form specifies term).
• Suspend/terminate immediately for AUP violations, unlawful activity, non‑payment, onboarding failure, regulatory revocation, or insolvency.
• On termination, stop using Platform; delete SDKs/keys. Data export window provided.

15) Support & Service Levels

High availability targeted. Support: Mon–Fri 09:00–17:00 UK (excl. holidays). See Schedule C for targets/exclusions.

16) API & Developer Licence

1. Licence. Non‑exclusive, revocable, non‑transferable licence for APIs, SDKs, docs, webhooks to integrate with BankTap.
2. Security. Keep API credentials confidential; rotate if compromised; no third‑party sharing without consent.
3. Rate Limits. Comply with usage limits; we may throttle/suspend to protect service.
4. Restrictions. No reverse engineering, scraping, or substitute services. Do not mislead on authorisation/settlement.
5. Brand. Use brand assets per guidelines; no implied sponsorship.
6. Webhooks. Validate signatures, implement retries idempotently, store minimally.
7. Audits. Provide evidence of compliance/security if requested.
8. Sandbox. Where provided, sandbox data is synthetic and must not be used in production.

17) Partner/Reseller Terms

• Describe BankTap accurately; no misleading claims on regulation/safeguarding.
• Comply with anti‑bribery, anti‑slavery, financial promotions, marketing rules.
• Commission per Order Form; subject to active status.
• No sublicensing/sub‑partners without consent.
• Allowlisting. Partners must allowlist BankTap domains/IPs for webhooks and API callbacks as described in Schedule G.

18) Website Terms of Use

• Content for information; no advice. Updated without notice.
• Third‑party links for convenience; we’re not responsible.
• No compromising site, large‑scale scraping, or removing copyright notices.
• Privacy & Cookies: /legal/privacy.

19) Complaints & Disputes

• Contact [email protected] within 15 business days. We acknowledge within 5 days, resolve within 15–35 days per PSR.
• Unresolved? Escalate to Financial Ombudsman Service (0800 023 4567, www.financial-ombudsman.org.uk) or FCA (0800 111 6768).
• End‑Users can complain to us or their bank/ASPSP.

20) Regulatory Compliance

• Services comply with PSR 2017 (as amended), SCA, MLR 2017 via direct FCA authorisation (in process) or PISP Partner.
• We conduct AML/KYC per FCA guidelines. No fund‑holding; direct bank‑to‑bank.
• Upon FCA authorisation, BankTap will operate as TPP for PIS/AIS, with FRN updated here.

21) General

• Governing Law. England & Wales. Exclusive jurisdiction: Courts of England.
• Notices. Email to your admin email and [email protected]. Deemed received: email—next business day; post—2 days UK/5 international.
• Assignment. No assignment without consent; we may assign to affiliates/sale.
• Force Majeure. No liability for events beyond control (e.g., cyber attacks, bank rail failures, regulatory changes).
• Severability; No Waiver. Invalid clauses severed; remainder in force. No waiver unless written.
• Entire Agreement. Terms + Order Forms + Schedules.
• Third‑Party Rights. Excluded under Contracts (Rights of Third Parties) Act 1999.