1.About these terms
These Terms of Service ("Terms") govern the supply of software development, systems integration, data processing and hosting services by FinPayOne Ltd, a company registered in England and Wales under company number 17473434, with registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("FinPayOne", "we", "us").
These Terms apply to business customers only. FinPayOne does not contract with consumers. By signing a statement of work, issuing a purchase order, or using our services, you confirm you are acting in the course of business and have authority to bind your organisation.
2.Nature of our services
FinPayOne supplies technology services: custom software engineering, payment gateway and API integration, CRM platform development, transaction data processing, and managed cloud hosting.
FinPayOne is not a bank, payment institution, electronic money institution or credit institution. We do not hold, receive, transmit or settle client or end-customer funds, and we do not provide regulated payment services. Where a solution requires regulated activity, that activity is performed by a licensed financial institution contracted directly by you.
3.Contract structure
Each engagement is documented in a statement of work ('SOW') describing scope, deliverables, milestones, acceptance criteria, fees and timelines. These Terms and the applicable SOW together form the agreement. Where they conflict, the SOW prevails for the engagement it describes.
4.Fees, invoicing and taxes
- Fees are stated in the SOW in GBP, EUR or USD and are exclusive of VAT and other applicable taxes.
- Invoices are payable within the period stated on the invoice, ordinarily 14 or 30 days from issue.
- Payment must be made by bank transfer from a corporate account in the customer's name. We do not accept cash or anonymous payment instruments.
- Late payments may accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- Recurring hosting and support fees are invoiced monthly or annually in advance as set out in the SOW.
5.Customer responsibilities
- Providing timely access to systems, test credentials, documentation and decision-makers.
- Obtaining and maintaining all licences, authorisations and regulatory permissions required for your business activity.
- Ensuring you have a lawful basis and all necessary consents for any personal data you make available to us.
- Owning compliance decisions, risk appetite, customer due diligence outcomes and transaction monitoring thresholds.
- Keeping credentials and access to delivered systems secure.
6.Acceptance and warranty
Deliverables are deemed accepted when they meet the acceptance criteria in the SOW, or ten business days after delivery if you have not raised written defects. We warrant that deliverables will materially conform to the agreed specification for 30 days after acceptance, and we will remedy conforming defects at no charge within that period.
Except as expressly stated, services are provided without further warranty of any kind, to the fullest extent permitted by law.
7.Service levels and support
Where the SOW includes managed hosting or support, the applicable service levels, response targets, maintenance windows and service credits are set out in that SOW. Scheduled maintenance is notified in advance and excluded from availability calculations.
8.Intellectual property
On full payment, FinPayOne assigns to you all intellectual property rights in the bespoke code and configuration created specifically for you under the SOW.
FinPayOne retains ownership of its pre-existing frameworks, libraries, tooling and know-how, and grants you a perpetual, non-exclusive, worldwide licence to use them as embedded in the deliverables.
9.Confidentiality
Each party will keep the other's confidential information secret, use it only to perform the agreement, and disclose it only to personnel and sub-processors who need it and are bound by equivalent obligations. These duties survive termination for five years, and indefinitely for trade secrets.
10.Data protection
Where we process personal data on your behalf, we act as processor and you act as controller, under a data processing agreement incorporating UK GDPR and EU GDPR Article 28 obligations. Our Privacy Policy describes our wider data handling practices.
11.Security
We maintain technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access control, logging, vulnerability management and incident response. We will notify you without undue delay of any security incident affecting your data or systems.
12.Limitation of liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business or loss of goodwill. Each party's total aggregate liability arising under an SOW is limited to the fees paid or payable under that SOW in the twelve months preceding the event giving rise to the claim.
13.Term, suspension and termination
- Either party may terminate an SOW for convenience on 30 days' written notice unless the SOW states otherwise.
- Either party may terminate immediately for material breach not remedied within 15 days of written notice, or on the other party's insolvency.
- We may suspend services for non-payment after written notice, or where continued provision would breach law or sanctions.
- On termination you pay for services performed and costs committed up to the termination date; we provide reasonable transition assistance at our standard rates.
14.Compliance with law and sanctions
Both parties will comply with applicable laws including anti-bribery, anti-money-laundering, export control and sanctions regimes. We do not provide services to sanctioned parties or for prohibited activities, and we may terminate immediately where a sanctions or financial-crime risk arises.
15.Subcontracting and assignment
We may engage subcontractors and remain responsible for their performance. Neither party may assign the agreement without the other's written consent, except to a successor of its business on notice.
16.Governing law and disputes
These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. The parties will first attempt to resolve disputes through good-faith escalation between senior representatives.
17.Changes and contact
We may update these Terms for new engagements; changes do not retroactively alter a signed SOW. Questions about these Terms can be sent to contact@finpayone.com.