Buyer Terms and Conditions
As well as reading the following terms and conditions to which you have agreed by using the PayFlic Service (as defined below), you should also refer to the terms and conditions of each individual merchant (Merchant) on their home or product pages on the PayFlic Service before making any order.
- Acceptance of terms
- These terms and conditions (together with any other documents referred to in these terms and conditions) set out the terms and conditions on which you may make use of our website payflic.com (PayFlic Website) or our mobile application service (PayFlic App) (together the PayFlic Service), whether as a guest or registered user (Conditions).
- We may update these Conditions (and the documents referred to in them) and any aspect of the PayFlic Service from time to time and we will notify such changes to you by uploading details of them on the PayFlic Service. You should review these Conditions periodically for changes. By using the PayFlic Service you agree to be bound by these Conditions. If you do not agree to these Conditions then please do not use the PayFlic Service or any part of the PayFlic Service.
- Other applicable conditions
These Conditions refer to the following additional conditions, which also apply to your use of the PayFlic Service:
- Our Acceptable Use Policy ACCEPTABLE USE POLICY, which sets out the permitted uses and prohibited uses of the PayFlic Service. When using the PayFlic Service, you must comply with this Acceptable Use Policy.
- About us
The PayFlic Service is operated by PayFlic Payment Solutions Limited (we or us). We are registered in England and Wales under company number 10430182 and with our registered office address at 3 The Mount, Trumpsgreen Road, Virginia Water, England, GU25 4EJ. Our main trading address is First Floor, Old Boundary House, London Road, Sunningdale, Ascot, Berkshire, SL5 0DJ.
- Accessing the PayFlic Service
- Access to the PayFlic Service is permitted on a temporary basis, and we reserve the right to withdraw or amend the PayFlic Service without notice. We will not be liable if for any reason any of the PayFlic Service is unavailable at any time or for any period.
- If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Conditions.
- It is your responsibility to ensure that all information (including your name and address) you upload to the PayFlic Service, is correct and accurate. Ensure that you check all information before making a purchase.
- Use of the PayFlic App
- We grant you the right to use the PayFlic App only for your personal use on an android or iOS product that you own or control. You may not: (a) modify, copy, publish, license, sell or otherwise commercialise the PayFlic App or any information or software associated with it; (b) rent, lease or otherwise transfer rights to the PayFlic App; or (c) use the PayFlic App in any way that could impair the PayFlic Service in any way or interfere with any party’s use or enjoyment of the PayFlic Service.
- Neither we nor any of our licensors or service providers has any obligation to provide any maintenance and support services with respect to the PayFlic App or any other part of the PayFlic Service.
- In using the PayFlic App through an Android or iOS product, you confirm that you have agreed to the applicable terms and conditions relating to such use.
- If you breach any of these Conditions, your right to use the PayFlic Service will cease immediately and you must, at our option, return and/or destroy any copies of the content you have made.
- Intellectual property rights
- We own or are the licensee to, all right, title and interest in and to the PayFlic Service, including all rights under patent, copyright, trade secret or trademark law, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble or otherwise attempt to derive source code from the PayFlic App or any other part of the PayFlic Service.
- You must not extract or otherwise use any of the content on the PayFlic Service for commercial purposes without obtaining a licence to do so from us and our licensors.
- We respect the intellectual property rights of others and we ask our Merchants to do the same. If you are aware that any of your intellectual property rights have been infringed on the PayFlic Service, please contact us here to report the concern.
- Description of the PayFlic Service
- Please note that when you decide to purchase goods and/or services the resulting legal contract is between you and that Merchant and such contract shall comprise of these Conditions, the terms and conditions of the Merchant, the email confirmation of your order and the applicable details on the product page and you agree to be bound by all such provisions.
- You should carefully review these Conditions, the terms and conditions of the Merchant, the email confirmation of your order and the applicable details on the product page in relation to the order. If there is any conflict or inconsistency between these Conditions, and the email confirmation of your order or the applicable details on the product page, these Customer Terms shall prevail to the extent of the conflict or inconsistency.
- We cannot give any undertaking, that goods and/or services you purchase from Merchants through the PayFlic Service will be of satisfactory quality, and this and any other such warranties (whether express or implied) are disclaimed by us absolutely to the fullest extent permitted by law. This disclaimer does not affect your statutory rights against the Merchant. Where you order goods and/or services through the PayFlic Service we may disclose your buyer information related to that transaction to the relevant Merchant.
- We do not review or control, and are not responsible in any way for, listings provided by Merchants and at no time do we possess any items offered for sale by Merchants through the PayFlic Service.
- Disclaimer of warranties and limitation of liability
- To the fullest extent permitted by applicable laws, we disclaim responsibility for any harm resulting from your use of any part of the PayFlic Service.
- The PayFlic Service is provided “as is” and “as available” and we expressly disclaim to the fullest extent permitted by law all express, implied and statutory warranties.
- You download and use the PayFlic App at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the PayFlic App.
- Neither we nor our licensors are liable to you or any user for any use or misuse of the PayFlic Service. Such limitation: (a) includes direct damages, whether such claim is based on warranty, contract, tort or otherwise (even if we have been advised of the possibility of such damages); (b) includes indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort or otherwise (even if we have been advised of the possibility of such damages); (c) applies whether damages arise from use or misuse of and reliance on the PayFlic Service, from inability to use the PayFlic Service, or from the interruption, suspension or termination of the PayFlic Service (including any damages incurred by third parties).
- Nothing in these Conditions shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.
- Subject to clause 8.5, our total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the PayFlic Service and performance or contemplated performance of these Conditions, shall be limited in aggregate to a maximum of £1,000.
- How contracts are formed between you and Merchants
- Each order you place shall be deemed to be an offer by you to purchase the goods and/or services specified within it subject to these Conditions and the applicable details on the product page, together with the terms and conditions of the Merchant.
- No order shall be deemed to be accepted by the Merchant until we (acting as the commercial agent of the Merchant) issue an email acknowledgement of order. The contract between you and a Merchant will relate only to those goods and/or services notified in the email acknowledgement of order.
- Payment methods
Purchases for goods and/or services you make with Merchants may only be paid for using the payment methods we make available from time to time through our payment facility. In accepting or otherwise processing your payments related to the purchase of items from Merchants, we act in the capacity as commercial agent of the Merchant. In respect of all payment methods, the Merchant acknowledges and agrees that the valid payment by you to us will satisfy your obligation to pay the Merchant for the relevant item(s) and consequently, any debt obligations owed by you to the Merchant for the purchase of such items shall be extinguished at that time. You acknowledge that these Conditions, and/or any transaction made by you via the PayFlic Service, do not create or imply any partnership, joint venture or trust relationship between us, you and/or the Merchant. The Merchant further agrees that it will not seek recourse (legal or otherwise) against you for payment of items if you have validly paid us. All prices shall be shown in the applicable currency and payable in that currency. You accept that some banks may charge you an additional fee for certain transactions (for example, international transactions). You accept that item prices in the currencies displayed do not vary according to your location; delivery charges will vary depending on the destination to choose to have the item delivered. For delivery destinations within the EU prices include VAT or other sales taxes where applicable. For delivery destinations outside the EU, prices do not include VAT or other sales taxes.
- Refusal of transaction
We may refuse to process a transaction for any reason or refuse service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of so refusing or by reason of unwinding or suspending any transaction after processing has begun.
- Delivery arrangements
Your shopping basket on the PayFlic Service displays the goods you have chosen, the Merchant who shall provide them and details of postage and packing. The delivery costs for each Merchant vary according to the delivery methods they offer. Any delivery times quoted are in working days.
- Import regulations and duty
If you order goods using the PayFlic Service for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
If you wish to discuss or organise a return, exchange or refund of any non-cancellable item purchased through using the PayFlic Service, please contact the Merchant directly using the order enquiry facility on the PayFlic Service or fill in the cancellation form available here. Any returns or refunds shall be made by the Merchant in accordance with the Merchant’s own policies.
You may link to our home page on the PayFlic Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We expressly reserve the right to revoke the right granted in this clause for breach of these Conditions and to take any action it deems appropriate.
The PayFlic Website must not be framed on any other website, nor may you create a link to any part of the PayFlic Website other than the home page. We reserve the right to withdraw linking permission at any time.
The PayFlic Website provides links to other websites for your information. If you use these links, you leave the PayFlic Website. We have not reviewed these third-party websites and we have no control over such sites or resources. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to the PayFlic Website, you do so entirely at your own risk. We accept no responsibility for third party websites or for any loss or damage that may arise from your use of them.
- Uploading material to the PayFlic Website
Uploaded material must not: (i) be defamatory of any person; (ii) contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory; (iii) infringe any copyright, database right or trade mark of any other person; (iv) be likely to deceive any person; (v) promote any illegal activity; (vi) be likely to harass, upset, embarrass, alarm or annoy any other person; or (vii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
Any material a user uploads to the PayFlic Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose a user’s identity to any third party who is claiming that any material posted or uploaded by such user constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by users. We have the right to remove any material or posting a user makes on the PayFlic Website.
- Viruses, hacking and other offences
You must not misuse the PayFlic Service by introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the PayFlic Service, the server on which the PayFlic Service is stored or any server, computer or database connected to the PayFlic Service. You must not attack the PayFlic Service via a denial-of-service attack or a distributed denial-of-service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the PayFlic Service will cease immediately.
If we fail at any time to insist upon strict performance of any of your obligations under these Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- Entire agreement
These Conditions and any documents expressly referred to in them constitute the entire agreement between us and supersede and extinguish all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to their subject matter. Each of us agrees that neither we nor you shall have any remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions or any documents expressly referred to in them. Neither of us shall have any claim for innocent or negligent misrepresentation based upon any statement in these Conditions and any documents expressly referred to in them.
- Force majeure
Where we or a Merchant are prevented from or delayed in carrying out obligations under these Conditions due to circumstances beyond our or the Merchant’s reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, inclement weather, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our workforce or the Merchant’s workforce), or restraints or delays affecting carriers or an inability or delay in obtaining supplies of adequate or suitable materials then either our or the Merchant’s (as the case may be) performance of its obligations shall be postponed for the period of time that the circumstances continue.
- Rights of Third Parties
No provision of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor of either us or the Merchant) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes our rights when acting as commercial agent of any Merchant.
- Law and jurisdiction
Contracts for the purchase of goods or services through the PayFlic Service shall be governed by English law. Any dispute arising from, or related to, such contracts shall be subject to the exclusive jurisdiction of the courts of England.
- Feedback and Complaints
General comments about the PayFlic Service are welcome, please contact us at www.payflic.com/contact. Complaints about a specific Merchant, goods or services must be directed to the Merchant concerned through the contact details provided on the order confirmation email that you receive for resolution directly with them. If you have made a complaint and have exhausted all of the dispute resolution options available to you through PayFlic Service and with the Merchant, the European ‘Online Dispute Resolution Platform’ can be accessed by following the link: http://ec.europa.eu/odr.
Influencer Terms and Conditions
1.1 PayFlic Payment Solutions Limited is registered in England and Wales under company number 10430182 and has its registered office at 3 The Mount, Trumpsgreen Road, Virginia Water, England, GU25 4EJ (PayFlic). Our main trading address is First Floor, Old Boundary House, London Road, Sunningdale, Ascot, Berkshire, SL5 0DJ.
1.2 These terms and conditions (Conditions) apply between you (you) and PayFlic (we or us), in connection with your use of the services provided by us which are:
- our website www.payflic.com (PayFlic Website);
- our mobile application service (PayFlic App);
- our back-end portal (PayFlic Portal);
- our quick response code technology (PayFlic QR Codes); and
- and all other services provided by us as further described in these Conditions, (together the PayFlic Service).
1.3 It is important that you read and understand these Conditions before using the PayFlic Service. By using the PayFlic Service, you confirm that you accept these Conditions and that you agree to comply with them. If you do not agree to these Conditions, you must not use our PayFlic Service.
1.4 We shall be entitled to amend these Conditions from time to time by posting such amended versions of them on the PayFlic Portal. You acknowledge that it is your responsibility to check the PayFlic Portal on a regular basis to make and keep yourself aware and notified of any changes made by us to these Conditions. Where reasonably practicable, we shall provide not less than sixty (60) days’ written notice to you of any material amendment to these Conditions. Notwithstanding the foregoing, we reserve the right to make amendments to these Conditions from time to time without notice, or providing less than sixty days’ notice, to you, where we reasonably consider:
(a) such changes not to be material; or
(b) that it is otherwise not reasonably practicable to provide sixty days’ written notice.
- JOINING OUR NETWORK
2.1 We operate the PayFlic Service as a network which enables influencers like you to promote online retailers (Merchants) and their products and services in return for commission.
2.2 If you want to apply to become a registered influencer using the PayFlic Service, you must submit an application APPLICATION FOR INFLUENCERS and we will consider it and let you know if it has been accepted or rejected.
2.3 If your application is accepted, you can use the PayFlic Service as a registered influencer (Influencer).
- PARTICIPATION IN THE PAYFLIC SERVICE
3.1 As an Influencer, you can participate in the PayFlic Service and promote Merchants and their products and/or services (Products). We will provide you with more information about the PayFlic Service and how to use it if your application is accepted. We use the PayFlic Portal for management of transactions between Merchants and Influencers.
3.2 As an Influencer, you will be given access to the promotional materials and trademarks of Merchants (Merchant Materials). You must comply with these Conditions, and any terms of a particular Merchant, in relation to the use of the Merchant Materials.
3.3 Merchants upload Products to their profile page on the PayFlic Portal for promotion by Influencers. If you click on a Product that you wish to promote, a PayFlic QR Code will be created that will track the sale of that Product. By using the PayFlic Service and becoming an Influencer, you acknowledge and agree that we will generate PayFlic QR Codes to track sales of Products.
4.1 A Transaction is made when a buyer clicks on your content on a Product and subsequently buys that Product from the Merchant.
4.2 You will earn commission for any Transactions which are validated by us on the PayFlic Portal. This means that, for example, but without limitation, the Transaction was not generated illegitimately, the Merchant fulfilled the Transaction and the item purchased has not been returned. It is up to us to decide whether or not a Transaction is valid. If you do not agree with our criteria for validation, you should not use the PayFlic Service.
4.4 If you are paid any commissions for Transactions which are not valid, or should not be valid, or which have been paid by accident, you must return those commissions to us as soon as you become aware that they should not have been paid.
4.5 The total amount of commissions you will receive, will be minus any transactional fees incurred in processing your payment.
- YOUR OBLIGATIONS
5.1 You shall use all reasonable commercial efforts to market and promote the Products available for sale on the PayFlic Service so as to generate the maximum number of Transactions.
5.2 You are solely responsible for developing, operating and maintaining all content that you place on the World Wide Web and you shall ensure that such content complies with these Conditions and our Acceptable Use Policy ACCEPTABLE USE POLICY.
5.3 We are entitled, at our sole discretion, to block any PayFlic QR Code in respect of any content that we determine, in our sole discretion, is not in accordance with these Conditions or any of our policies from time to time.
5.4 You will not cause or attempt to:
(a) manipulate or subvert the operation of the PayFlic Service or any Merchant’s websites;
(b) modify any PayFlic QR Code in any way;
(c) interfere with any system for tracking Transactions, or for paying commissions;
(d) cause any commissions to be paid to you other than in respect of bona fide and validated Transactions; and
(e) earn commissions other than in respect of buyers which actually and intentionally access a Product via your content.
5.5 You will not cause or attempt to:
(a) infringe any of our intellectual property rights or the intellectual property rights of any Merchant or third party;
(b) use any domain name which is confusingly similar to the domain name of any Merchant’s website;
(c) use or attempt to register any trademarks or trade names that are confusingly similar to any trademarks owned or used by us or any Merchant.
5.6 You will not use any information gained under these Conditions or in your capacity as an Influencer to solicit any Merchants without our prior written approval.
5.7 You will not sell, transfer, assign, charge or in any way dispose of your profile account with us.
5.8 You will provide us with:
(a) all co-operation in relation to these Conditions; and
(b) all access to such information as may be required by us, as is necessary for the proper performance of our obligations under these Conditions.
5.9 You acknowledge and agree that you have no authority to legally bind us in relation to users of the PayFlic Service or anyone else and that you have not been appointed and you are not our agent for any purpose. You agree that you will not make to anyone any representation or commitment about us, the PayFlic Service, any Merchant or any of the products or services available to be bought using the PayFlic Service.
5.10 You shall comply with all applicable laws and regulations with respect to your activities under these Conditions and to your business.
5.11 You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the PayFlic Service.
A Merchant may apply particular terms and conditions to how it deals with Influencers. You must comply with the particular terms of any Merchant you deal with. If you do not wish to comply with those terms, you should deal with different Merchants instead.
- COMMISSIONS AND PAYMENTS
7.1 We will pay you commission at the commission rate for each Transaction agreed between you and the Merchant on the PayFlic Portal.
7.2 Commission is payable on a receipts, not accruals, basis so if we receive no revenue on any Transaction, no commission is payable to you.
7.3 If you are due to be paid commissions, we will issue you with a statement setting out all of the commissions you have earned. Each statement covers a period of one month and will be issued within two (2) business days after the end of the period it covers. The statements we provide are definitive when it comes to determining what commissions have been earned.
7.4 We will try to pay any commissions due to you on or around the second business day of the month after the month in respect of which the commission was earned.
7.5 Commissions will be paid to you in the currency in which the respective Transaction was tracked.
7.6 We will not make any payments of commission to you which are less than a certain amount (called the Minimum Threshold). If you have total commissions which are less than the Minimum Threshold, they will be held to your account. When the total amount of commissions held to your account reaches the Minimum Threshold, those commissions will become payable in accordance with these Conditions. The amount of the Minimum Threshold may change from time to time, and more information can be found on https://payflic.com/fees/.
7.7 You acknowledge and agree that no payments are due to you under these Conditions otherwise than as expressly set out in these Conditions.
7.8 All sums payable under these Conditions are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of these Conditions, you agree to us invoicing you for commission payable under a self-billing arrangement and further agree that:
(a) if you are registered for VAT, you will, within 14 days of registering with us, provide us with your VAT registration number;
(b) for so long as the self-billing arrangement is in place, you will not raise VAT invoices for supplies made under these Conditions; and
(c) you will notify us immediately if you cease to be registered for VAT, transfer your business as a going concern or become registered for VAT under another VAT registration number.
7.9 You shall notify us of any change in your contact details and will complete all relevant forms requiring completion by any taxation or other government authority in relation to your activities under these Conditions.
- DATA PROTECTION
8.1 Capitalised phrases used in this paragraph 8 have the meanings attributed to them in the Data Protection Act 1998 (DPA).
8.2 You must comply with the DPA. If you act as our Data Processor, you will:
(a) only Process Personal Data in accordance with our explicit instructions;
(b) take appropriate technical and organisational measures against:
- the unauthorised or unlawful processing of Personal Data; and
- the accidental loss or damage to Personal Data;
as necessary to ensure our compliance with the seventh data protection principle of the DPA; and
(c) notify us immediately if:
- you suspect any Personal Data Processed under these Conditions has been lost, destroyed or corrupted, or if you suspect any Personal Data has been Processed in breach of the DPA;
- you become aware of any complaint (or possible complaint) about the Processing of Personal Data under these Conditions; or
- a Data Subject requests disclosure of his or her Personal Data;
(d) not transfer the Personal Data outside the European Economic Area without our prior written consent.
- OTHER APPLICABLE CONDITIONS
These Conditions refer to the following additional terms, which also apply to your use of our Service:
By using the PayFlic Service, you consent to such processing and you warrant that all data provided by you is accurate;
- Our Acceptable Use Policy ACCEPTABLE USE POLICY, which sets out the permitted uses and prohibited uses of the PayFlic Service. When using the PayFlic Service, you must comply with this Acceptable Use Policy; and
- CHANGES TO THE PAYFLIC SERVICE
10.1 We may update the PayFlic Service from time to time, and may change the content at any time. However, please note that any of the content on the PayFlic Service may be out of date at any given time, and we are under no obligation to update it.
10.2 We do not guarantee that the PayFlic Service, or any content on it, will be free from errors or omissions.
- ACCESSING THE PAYFLIC SERVICE
11.1 The PayFlic Service is made available free of charge.
11.2 We do not guarantee that the PayFlic Service, or any content on it, will always be available or be uninterrupted. Access to the PayFlic Service is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the PayFlic Service without notice. We will not be liable to you if for any reason the PayFlic Service is unavailable at any time or for any period.
11.3 You are responsible for making all arrangements necessary for you to have access to the PayFlic Service.
11.4 You are also responsible for ensuring that all persons who access the PayFlic Service through your internet connection are aware of these Conditions and other applicable terms and conditions, and that they comply with them.
- INTELLECTUAL PROPERTY RIGHTS
12.1 We are the owner or the licensee of all intellectual property rights in the PayFlic Service and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
12.2 As an Influencer, you will need permission to use the Merchant Materials. As part of these Conditions, we give you permission to use the Merchant Materials in the form of a sub-licence. This sub-licence is subject to the following conditions:
(a) you will not claim or receive any right to use the Merchant Materials other than the permissions set out in these Conditions and you will never own any of the Merchant Materials;
(b) unless we give our prior written consent, you cannot sub-license, sell or transfer the Merchant Materials to anyone else. Without our prior written consent, you must not let anyone else use the Merchant Materials at all; and
(c) you can only use the Merchant Materials using the PayFlic Service in your capacity as an Influencer in accordance with these Conditions.
12.3 The above sub-licence is not any kind of assignment of ownership to you of any of the Merchant Materials.
- NO RELIANCE ON INFORMATION
13.1 The content on the PayFlic Service is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the PayFlic Service.
13.2 Although we make reasonable efforts to update the information on the PayFlic Service, we make no representations, warranties or guarantees, whether express or implied, that the content on the PayFlic Service is accurate, complete or up-to- date.
- REPRESENTATIONS AND WARRANTIES
14.1 By entering these Conditions, you are making the following promises to us (known as Warranties). You warrant that:
(a) you have full power and authority to enter into these Conditions;
(b) you are and will be responsible for compliance with all applicable laws, rules and regulations in any relevant jurisdiction related to your content using the PayFlic Service and the performance of your obligations under these Conditions;
(c) you are solely responsible for your content, including its development, maintenance and operation;
(d) you own or have the right to use any content you provide using the PayFlic Service and none of that content infringes the intellectual property rights of any third party;
(e) you will not do anything or omit to do anything which would cause us to be in breach of our own obligations under the DPA or the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) or any equivalent provisions in any jurisdiction.
14.2 If you breach any of these Conditions, including any of the Warranties, you will indemnify us against any losses or liabilities (including legal fees) we suffer which are arising in connection with that breach.
15.1 Confidential Information includes any information which is disclosed to you and marked or described as confidential. Confidential Information also includes any information disclosed to you and which ought reasonably be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If you are unclear on whether any information disclosed to you is Confidential Information, you should ask us whether or not it can be disclosed.
15.2 Confidential Information does not include any information which is publicly available, unless it has become publicly available because you have disclosed it. Confidential Information also does not include any information which you receive from a third party, unless that third party is breaching an obligation of confidentiality by disclosing it to you.
15.3 You must not disclose any Confidential Information to any third parties and you must keep take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying your rights or fulfilling your obligations under these Conditions.
15.4 The disclosure of our Confidential Information may cause us harm which cannot be repaired, or may cause us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of these Conditions, or if disclosure of Confidential Information is threatened, you agree that we can obtain an injunction against you to prevent disclosure. Our right to an injunction is in addition to any other rights we may have to protect our Confidential Information. If the court grants us an injunction, you must pay all of our legal costs of applying for the injunction.
- YOUR INFORMATION
By entering these Conditions, you consent to us publishing your name on the PayFlic Service. You also consent to us publishing the information you provide to us using the PayFlic Service, unless you notify us that that information is confidential or that information ought reasonably to be treated as being confidential.
- UPLOADING CONTENT USING THE PAYFLIC SERVICE
17.1 Whenever you upload content using the PayFlic Service, or to make contact with other users of the PayFlic Service (including Merchants), you must comply with the content standards set out in our Acceptable Use Policy ACCEPTABLE USE POLICY.
17.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.
17.3 Any content you upload using the PayFlic Service will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the PayFlic Service a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you licence to us are described in the next paragraph (Rights you licence).
17.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you using the PayFlic Service constitutes a violation of their intellectual property rights, or of their right to privacy.
17.5 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the PayFlic Service.
17.6 We have the right to remove any content you post using the PayFlic Service if, in our opinion, your content does not comply with the content standards set out in our Acceptable Use Policy ACCEPTABLE USE POLICY.
17.7 The views expressed by other users of the PayFlic Service do not represent our views or values.
- RIGHTS YOU LICENCE
When you upload any content to the World Wide Web using the PayFlic Service, you grant each of us, the Merchants and other users of the PayFlic Service a licence to use, store and copy the content you upload and to distribute and make it available to third parties.
19.1 We do not guarantee that the PayFlic Service will be secure or free from bugs or viruses.
19.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the PayFlic Service. You should use your own virus protection software.
19.3 You must not misuse the PayFlic Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the PayFlic Service, the server on which the PayFlic Service is stored or any server, computer or database connected to the PayFlic Service. You must not attack the PayFlic Service via a denial-of- service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 or any equivalent provision in any other jurisdiction. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the PayFlic Service will cease immediately.
- LIMITATION OF OUR LIABILITY
20.1 Nothing in these Conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
20.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
20.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the PayFlic Service; or
- use of or reliance on any content displayed on the PayFlic Service.
20.4 Please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
20.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of- service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the PayFlic Service or to your downloading of any content using the PayFlic Service, or on any website linked to the PayFlic Service.
20.6 We assume no responsibility for the content of websites linked on the PayFlic Service. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
20.7 We provide the PayFlic Service to help facilitate the promotion of Merchants’ Products by Influencers. However, we will not be liable in respect of any dispute between you and any Merchant, including, without limitation, any dispute in relation to commission payable to you, and you must resolve such dispute directly between yourselves.
20.8 Subject to clause 20.1, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the total amount of commissions paid by us to you during the 12 months before the date on which the claim arose.
- RESERVATION OF RIGHTS
21.1 If we want, we can change, suspend or discontinue any of the PayFlic Service.
21.2 We keep for ourselves any of our intellectual property rights which are not expressly granted to you under these Conditions.
21.3 If we suspect you are in breach of these Conditions (which includes any of the policies referred to in clause 9), we can take one or some of the following actions:
(a) suspend you from using the PayFlic Service;
(b) block any PayFlic QR Code;
(c) remove any of your content using the PayFlic Service; and
(c) withhold payment of any commissions held to your account.
- TERM AND TERMINATION
22.1 These Conditions commence when you submit an application to us. These Conditions will stay in force until they are terminated in accordance with these Conditions. Either you or us can terminate these Conditions by giving the other party thirty (30) days’ written notice.
22.2 Either you or us can terminate these Conditions immediately by giving the other party written notice if the other party:
(a) commits a material breach of these Conditions (including a material breach of any of the policies referred to in clause 9 or any other policies notified to you from time to time) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so;
(b) is, or likely to become, insolvent or bankrupt;
(c) is unable to pay its debts or negotiates with its creditors; or
(d) appoints an administrator or other insolvency practitioner.
22.3 If these Conditions are terminated, neither party will be obligated to pay the other party for any losses or costs which result from such termination.
- CONSEQUENCES OF TERMINATION
If these Conditions are terminated for any reason:
(a) all rights and liabilities which exist before the date of termination shall not be effected;
(b) paragraphs 12, 14, 15, 16, 18, 20, 23 and 24 shall survive termination and stay in force;
(c) all licences granted under these Conditions will terminate and you must immediately stop using the Merchant Materials;
(d) you will not receive any commissions which are earned after the date of termination.
24.1 You shall not be entitled to assign, charge, subcontract or transfer these Conditions or any part of these Conditions without our prior written consent. For example, and this does not in any way constitute an exhaustive list, if you wish to subcontract your obligations under these Conditions to a third-party service provider, or you wish to sell all or part of your assets to a third party, our prior written consent shall be required in order to do so.
24.2 We may assign, charge, subcontract or transfer these Conditions or any part of them to any person.
24.3 No term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor of either us or you) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes our rights when acting as commercial agent of any Merchant.
24.4 We reserve the right to suspend or to cancel these Conditions in whole or in part (without liability to us) if we are prevented from or delayed in the carrying on of our business and our obligations under these Conditions due to circumstances beyond our reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of our own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond our reasonable control continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate these Conditions.
24.5 A waiver by either party of any breach of these Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
24.6 If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from these Conditions and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired as a result of that omission.
24.7 Notices given under these Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of us, to our registered address, or any alternative address notified by us to you in accordance with this clause; and, in the case of you, to the address which you provide on the PayFlic Portal, or any alternative address notified by you to us in accordance with this clause.
24.8 Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
24.9 The relationship of us (and our employees) to you will be that of independent contractor and nothing in these Conditions shall render us (nor our personnel) as your employee, worker, any other form of agent, or partner. Subject to any express provision in these Conditions to the contrary or at our reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
24.10 These Conditions, and any documents referred to in these Conditions, constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of these Conditions.
24.11 Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Conditions (whether made innocently or negligently) shall be for breach of contract.
24.12 Nothing in this clause shall limit or exclude any liability for fraud.
24.13 These Conditions and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under these Conditions.