Terms and Conditions

These Terms and conditions (the Terms) govern your access to and use of our Site and the Checkapayer Services, including your Account.  Please read these Terms carefully before using our Site and/or Checkapayer Services or requesting an Account.

1. These terms and what they cover

1.1. By accessing, using or otherwise interacting with our Site and the Checkapayer Services including submitting a Review and/or registering for an Account, you are confirming that you accept these Terms and to comply with them. Please note that by continuing to use or access the Checkapayer Services following our notification of any changes to these Terms, you are agreeing to these Terms (as amended and updated).

1.2. If you do not agree with these Terms, do not interact with our Site, do not use or continue to use the Checkapayer Services and do not request an Account, and where you already have an Account you must close or deactivate it.

1.3. The Terms set out:
1.3.1. who we are;
1.3.2. the terms on which we make our Site available and provide the Checkapayer Services;
1.3.3. how to close or deactivate an Account;
1.3.4. how changes can be made to our Site, Accounts, the Checkapayer Services and these Terms; and
1.3.5. other important information.

2. Who we are and how to contact us

2.1. We are Checkapayer Limited, a company registered in England and Wales under company number 14524341 and whose registered office is at 25 Hursley Road, Chandler’s Ford, Eastleigh, Hampshire, England, SO53 2FS (Checkapayer, we, us, our).

2.2. To contact us, please do so in writing:
2.2.1. by e-mail to: help@checkapayer.com;
2.2.2. by using the “Contact Us” submission form which can be found here; or
2.2.3. by post at: 25 Hursley Road, Chandler’s Ford, Eastleigh, Hampshire, England, SO53 2FS.

3. Other terms that may apply to you

3.1. These Terms refer to the following additional terms, which will also apply to your use of the Checkapayer Services and our Site:
3.1.1. our Privacy Policy which sets out details of how we collect, use and look after your personal data when you use our Site and/or the Checkapayer Services;
3.1.2. our Cookies Policy, which sets out information about the cookies used on our Site or which may otherwise be deployed or used as part of the Checkapayer Services;
3.1.3. our Complaints Procedure, which set out both how to make a complaint and how we deal with complaints which we receive.

4. Definitions and Interpretation

4.1. The following words and expressions shall, unless the context otherwise requires or such terms are defined further in our Privacy Notice, Cookies Policy or Complaints Procedure (in which case for the purpose of such document, they shall have the meaning given to such term in such document) have the following meanings for the purpose of these Terms, our Privacy Notice, our Cookies Policy and our Complaints Procedure:

Account	the account created for a particular Business where such Business has a Subscription;
Business	any person operating a trade or business and is not acting in the capacity as a consumer, a company, limited liability partnership, corporate, partnership, joint venture, association, trusts, unincorporated bodies and associations and that person/entity’s personal representatives, successors and permitted assigns;
Business Promotional Page	a page that is designated to a Business and can be used as part of the Checkapayer Services, following our approval of the same in accordance with Condition 6.2.4;
Checkapayer Services	the services, products, features, technologies and functionality that we make available via our Site, including an Account (where one has been created for the particular Business), Reviews, and Business Promotional Pages, which may vary depending on the access rights granted to you whether as part of an Account, a Subscription or as general user access rights from time to time;
Contract	the contract between you and us for the supply of the Checkapayer Services in accordance with these Terms;
Condition	a condition of these Terms;
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 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
Intellectual Property Rights	any and all copyrights, moral rights, related rights, patents, supplemental protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, website rights, semi-conductor topography rights, domain name rights, rights in undisclosed information or confidential information, rights in get up, goodwill or to sue for passing off, unfair completion rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
Review	a review published on our Site by a user of Checkapayer Services in relation to a Business (which shall include any Submissions) or any other online information or digital content provided on our Site;
Site	the online website operated by us and accessed via checkapayer.com;
Submission	any review submitted to the Checkapayer Services by a user on behalf of a Business that has an Account, in relation to a third-party Business;
Subscription	a paid-for subscription which enables a Business to have a Business Promotional Page on our Site  in respect of their  Business and provides that Business (via its users) with the right to reply to Reviews left about the Business during the Subscription Period;
Subscription Fee	the annual fee for the Subscription which shall be as set out on our Site from time to time;
Subscription Period	a period of 12 months commencing on and including the day that you pay the Subscription Fee;
Virus	anything 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, and Viruses shall be construed accordingly;
Working Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

4.2. Any terms not defined in the table above but defined in another document i.e our Privacy Notice, our Cookies Policy or our Complaints Procedure, shall have the meaning specifically given to the term in the relevant document.

4.3. The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

4.4. A reference in these Terms to:
4.4.1. a person shall include an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns;
4.4.2. the singular shall include the plural and vice versa and a reference to one gender shall be a reference to the other gender and matter and vice versa;
4.4.3. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision;
4.4.4. writing or written excludes fax but includes email (for the avoidance of doubt, all emails need to be sent to the email address set out in Condition 2.2.1 with a read receipt);
4.4.5. include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation; and
4.4.6. use of or using our Site and/or Checkapayer Services shall be deemed to include access to or accessing our Site and/or Checkapayer Services.

5. Setting up your Account

5.1. These Terms will come into effect:
5.1.1. from the time you interact with our Site, where you are accessing and using our Site on a browser basis and have not registered for an Account and do not wish to submit a Review, and will continue for the duration of your browsing session;
5.1.2. from the time you interact with our Stie and where you click to upload a Review, will continue in effect until the Review is removed from our Site or archived;
5.1.3. from the earlier of the first time you interact with our Site or request an Account is created for your Business and will continue until your Account is deactivated in accordance with Condition 12. Once you have completed the registration process, we will send you an email to confirm activation of your Account

5.2. By signing up to an Account you are warranting that:
5.2.1. all of your personal details submitted and associated with your Account are accurate and up to date;
5.2.2. you are legally capable of entering into a contract with us; and
5.2.3. you are at least 18 years old.

6. Checkapayer Services

6.1. As a user, you agree and acknowledge that:
6.1.1. we are not the author of Reviews, and that Reviews are submitted by other users of the Checkapayer Services. We do not accept responsibility or liability in relation to any Review;
6.1.2. when submitting a Review, this may be done on either an anonymous or a public basis. Please note however, even where you Review is made on an anonymous basis, there are limited circumstance where we may be required by law to disclose your details to the Business the Review relates to (please see our Complaints Procedure for further details);
6.1.3. we make no representations, warranties or guarantees, whether express or implied, in relation to the accuracy, reliability, completeness or truthfulness of Reviews, and Reviews are for information purposes only and are not intended to amount to any advice on which you or your Business should rely and that you and your Business are entirely responsible for any conclusion or opinion which you draw from any Reviews;
6.1.4. where you wish to raise a complaint in relation to any Review, you will do so in accordance with our Complaints Procedure and will act in good faith when raising complaints and will not make vexatious or malicious complaints;  
6.1.5. you will co-operate with us in all matters relating to the Checkapayer Services and act in good faith at all times;
6.1.6. we are 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 therefore the Checkapayer Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.2. Where you have an Account, you acknowledge and agree that:
6.2.1. that the first Submission made from your Account will be subject to our verification process which can take between 24-72 hours from the time which you make the Submission. For the avoidance of doubt, such timeframe is an estimate only and time shall not be of the essence. Following our approval of the first Submission made from your Account, all other Submissions made from your Account will be automatically published on our Site;
6.2.2. when making a Submission, you may do so on either an anonymous or a public basis. Please note however, even where you make a Submission on an anonymous basis, there are limited circumstance where we may be required by law to disclose your details to the Business the Submission relates to (please see our Complaints Procedure for further details);
6.2.3. that you are entirely responsible for all Submissions made from your Account and that you may incur liability if you make a Submission which breaches our Acceptable Use standards set out in Condition 8;
6.2.4. all Business Promotional Pages must be submitted to us via email for our approval prior to being published on our Site. Once we have approved a Business Promotional Page, we will provide a confirmation email of this and publish the Business Promotional Page on our Site (subject to the Subscription Fee being paid in advance in accordance with Condition 7.1).

6.3. You shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of these Terms or any other document referred to in these Terms.

7. Payment and Cancellation of the Subscription

7.1. You acknowledge that certain Checkapayer Services will only be made available to users and Businesses that have purchased a Subscription with us. To subscribe to a Subscription, you must pay the Subscription Fee in full annually in advance. The Subscription Fee for the particular Subscription Period will be the price indicated on our Site at the relevant time. Please note that unless we agree otherwise in writing with you, your Subscription will automatically renew at the end of a Subscription Period.

7.2. We take all reasonable care to ensure that the Subscription Fee displayed is correct. However, it is always possible that, despite our best efforts, the Subscription Fee may be incorrect.  Where the correct price at the date of purchase or when your Subscription renews is less than our stated price, we will charge the lower amount. If the correct price at the date of purchase or renewal is higher than the price stated, we will contact you for your instructions.

7.3. The Subscription Fee shall be:
7.3.1. exclusive of VAT, which shall be added at the appropriate rate;
7.3.2. non-refundable; and
7.3.2. paid in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

7.4. You may cancel the renewal of your Subscription at any time during the current Subscription Period by notifying us via email at the email address specified in Condition 2.2.1. Your Subscription will continue until the end of the current Subscription Period whereupon it shall automatically terminate and expire and will not renew for any subsequent Subscription Periods, unless you re-subscribe for a Subscription and pay the relevant Subscription Fees. Upon the expiry of your Subscription, we will remove your Business Promotional Page from our Site and you will no longer be able to access your Account.

7.5. We may cancel your Subscription at any time by writing to you if:
7.5.1. you do not, within a reasonable time of us asking, provide us with any information that is necessary for us to provide access to the Checkapayer Services to you; or
7.5.2. you are otherwise in breach of these Terms;
and we will remove your Business Promotional Page from our Site and you will no longer be able to access your Account.

8. Acceptable Use

8.1. You agree that you shall:
8.1.1. access and use and our Site and in particular the Checkapayer Services and an Account (if your Business has one) strictly in accordance with these Terms;
8.1.2. keep any password and login credentials provided to you or your Business secure and confidential;
8.1.3. use all reasonable endeavours to prevent any unauthorised access to, or use of our Site and in particular the Checkapayer Services and an Account (if your Business has one) and in the event of any such unauthorised access or use, promptly notify us;
8.1.4. not attempt to download, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our Site or the Checkapayer Services including any Account or Reviews in any form or media or by any means (unless you are downloading a Review because you wish to make a complaint or take action in respect of such Review);
8.1.5. not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our Site or the Checkapayer Services (this means that you cannot attempt to take-apart or deconstruct any part of an Account and/or the software it comprises of);
8.1.6. not access all or any part of our Site or Checkapayer Services, including an Account or Reviews, in order to build a product or service which competes with our Site and/or the Checkapayer Services;
8.1.7. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make our Site or Checkapayer Services available to any third party;
8.1.8. not access, store, distribute or transmit, upload or allow to be uploaded to our Site and/or the Checkapayer Services or any Account any Viruses, or any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory;
(c) is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability; and
(d) is otherwise illegal or causes damage or injury to any person or property;
8.1.9. not impersonate any other person or misrepresent your affiliation with any third-party business;
8.1.10. not create an Account for anyone other than yourself or your Business or create multiple active Accounts;
8.1.11. ensure that all Reviews made by you or any Submissions emanating from your Account (where your Business has one):
(a) are entirely truthful and accurate to the best of your knowledge and reflect your honest and genuine experience in relation to such third-party business;
(b) are not misleading, untrue, unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or racially or ethnically offensive;
(c) do not facilitate illegal activity, depict sexually explicit images or promote unlawful violence;
(d) are not discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
(e) are not otherwise illegal or cause damage or injury to any person or property.
8.1.12. not repost a Review or Submission or make a new Review or Submission that is identical or similar to  a Submission that has been the subject of a complaint and further to our Complaints Procedure has been removed from the Checkapayer Services.

9. Our rights

9.1. We reserve the right to remove any Review or Business Promotional Page where we believe this does not comply with our Acceptable Use standards as set out in Condition 8.

9.2. We reserve the right to remove Reviews that are the subject of a complaint, in accordance with and as set out in our Complaints Procedure.

9.3. We may (at our discretion) deactivate, suspend or terminate (for such time as we may consider appropriate) access to your Account and/or access to all or part of the Checkapayer Services at any time if you are in breach of these Terms and if such breach can be remedied, you fail to remedy the same when given a reasonable opportunity to do so.

9.4. We may also suspend your Account and/or your access to the Checkapayer Services:
9.4.1. to deal with technical problems, make technical changes or for maintenance; and
9.4.2. to update your Account and/or the Checkapayer Services to reflect changes in relevant laws and regulatory requirements.

9.5. We may amend or update these Terms from time to time to reflect changes in relevant laws, regulatory requirements, best practice or to deal with additional features which we may introduce to our Site or the Checkapayer Services.  We will notify you by email that these Terms have been updated and will aim to give you reasonable notice of any changes. You are responsible for reviewing these Terms and ensuring that you understand the basis upon which we provide the Checkapayer Services, therefore please check them regularly.

9.6. By continuing to access our Site, your Account and/or the Checkapayer Services following our notice of any update to these Terms, you agree to such update and to comply with these Terms as updated or amended.  If you do not agree to such update then please do not continue to access our Site, your Account (if your Business has one), and/or use the Checkapayer Services and (where your Business has an Account) take the steps set out in Condition 12 to deactivate the Account.

9.7. We may at our sole discretion update (either automatically or otherwise), modify, suspend or discontinue our Site and/or the Checkapayer Services at any time. We may automatically update our Site and/or the Checkapayer Services to improve or enhance functionality or address security issues.

10. Data and Privacy

10.1. Under Data Protection Legislation, we are required to provide certain information about who we are, how we process personal data, for what purposes and confirm the rights of individuals in relation to their personal data and how to exercise them. This information is provided in our Privacy Notice.

10.2. You acknowledge that to set up and access an Account, we require certain personal information (your name and email address) which you will have provided to us directly.  We will process such personal data in accordance with our Privacy Notice for the sole purpose of facilitating your access to your Account, the Checkapayer Services and our Site.

10.3. If you choose or 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. You must not disclose it to any other individual or third party.

10.4. By registering for an Account, using the Checkapayer Services and/or our Site, you agree to us collecting and using technical information about your devices and your use of the Checkapayer Services to improve the Checkapayer Services and to provide the Checkapayer Services to you.

11. Intellectual Property Rights

11.1. Subject to Condition 11.8, we and/or our licensors own all Intellectual Property Rights in the Checkapayer Services and our Site. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in, any Intellectual Property Rights in respect of the Checkapayer Services and/or our Site.

11.2. We give users a licence to use the Checkapayer Services, including Reviews provided as part of the Checkapayer Services, provided that users comply with these Terms and subject to the following:
11.2.1. where the user is a representative of a Business, the licence is granted to the Business with a right for the Business to allow you to access on use the Checkapayer Services on behalf of that Business for the Business’s internal operations only;
11.2.2. where the user is an individual acting in a personal capacity as a consumer, the licence granted to you is for your personal and domestic use only. You must not use any Review for any commercial, business or resale purposes;
11.2.3. the licence granted is non-exclusive. We may supply the same or similar digital content to other users;
11.2.4. neither you nor your Business own any Reviews (save for Submissions) but you may use Reviews as set out in these Terms. You must not pretend that a Review is your own (save for Submissions) or make Reviews available to others to stream, or download or use; and
11.2.5. you must not conceal, change or remove any markings which show who owns the online information or digital content, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings, or try to circumvent any digital rights management or technical protection measures put in place to prevent you from using the online information or digital content in a way that you are not allowed to.

11.3. The licence granted under Condition 11.2 starts as soon as you access our Site.

11.4. Where you have requested a Business Promotional Page, you confirm that:
11.4.1. you are the owner of all Intellectual Property Rights in any data, images, content or other information you provide to us for the purpose of the Business Promotional Page (BP IP) and you have the right to provide the BP IP to us for the purpose of these Terms;
11.4.2. you grant us the non-exclusive, transferable, royalty free licences to use and modify the BP IP solely for the purpose of creating, updating and displaying the Business Promotional Page and permitting others to access, view and leave Reviews on the Business Promotional Page as part of our Checkapayer Services and for the purpose of these Terms.

11.5. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the our use of the BP IP in accordance with the licence granted to us under Clause 11.4.2.

11.6. If you do not comply with any term in this Condition 11, the licence granted to you under Condition 11.2 shall terminate immediately and you shall no longer have the right to access and use our Site and the Checkapayer Services. We may (in our sole discretion) send an email to the address attached to your Account (where you have one) or such other email address as you may have provided to us as part of your access to and use of our Site or the Checkapayer Services.

11.7. On termination of the licence granted to you in accordance with Condition 11.4:
11.7.1. we may seek to recover reasonable compensation from you according to law to cover losses resulting directly from your breach of this Condition 11;
11.7.2. you must immediately stop using our Site and the Checkapayer Services;
11.7.3. we may remotely block your access to the Checkapayer Services; and
11.7.4. we may delete or suspend access to your Account and/or Business Page (where you have either or both of these).

11.6. We do not claim ownership of any Review, and you agree to grant us a perpetual, non-terminable, non-exclusive, fully paid and royalty-free licence to use, reproduce, copy, process, publish, display and distribute any Submissions submitted from your Account on our Site and as part of the Checkapayer Services.

12. Closing an Account

12.1. To close an Account, please email us at the email address specified in Condition 2.2.1.

12.2. On the deactivation or closure of an Account, all licences and rights granted under these Terms in respect of the Account shall immediately cease and automatically terminate and you will no longer be able to login to the Account and you will not have access to those Checkapayer Services associated with an Account including your Business Promotional Page. Any access to the Checkapayer Services following the deactivation of an Account would be on a browser basis only.

12.3. On the deactivation or closure of an Account, none of the rights, remedies, obligations or liabilities of you or Checkapayer that have accrued up to the date the Account was closed (including the right to claim damages in respect of any breach of these Terms existing at or before the date the Account was deactivated or closed) shall be affected by such closure of the Account. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after closure of an Account shall remain in full force and effect.

13. Use of our Site and the Checkapayer Services

13.1. We do not guarantee that our Site or the Checkapayer Services, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site and/or the Checkapayer Services for business and operational reasons. We will try to give you reasonable notice of any suspension, withdrawal or restriction.

13.2. You are also responsible for ensuring that all persons who access our Site and/or Checkapayer Services through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

13.3. Our Site and Checkapayer Services are directed to people residing in the United Kingdom.  The Checkapayer Services and in particular Reviews may not be appropriate for use or available in other locations.

14. We are not responsible for websites we link to

14.1. Where our Site or the Checkapayer Services contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

14.2. We have no control over the content of those sites or resources.

15. Rules about linking to our Site

15.1. You may link to the home page of our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

15.2. You must not establish a link to our Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

15.3. You must not establish a link to our Site in any website that is not owned by you.

15.4. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page.

15.5. We reserve the right to withdraw linking permission without notice.

15.6. The website in which you are linking must comply in all respects with the Acceptable Use standards set out in Condition 8.

15.7. If you wish to link to or make any use of the Checkapayer Services other than that set out above, please contact us.

16. Our responsibility for loss or damage suffered by you

16.1. Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

16.2. If you are a business user:
16.2.1. we exclude all implied conditions, warranties, representations or other terms that may apply to our Site and/or the Checkapayer Services or any Reviews to the extent permitted by law;
16.2.2. we will not be liable to you 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:
(a) use of, or inability to use, our Site and/or the Checkapayer Services; or
(b) use of or reliance on any Review;
In particular, we will not be liable for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.

Our total liability to you, your Business and all users accessing and using our Site and/or the Checkapayer Services on behalf of your Business for us failing to comply with these Terms, shall be limited to 100% of the Subscription Fee paid by you/your Business during the particular Subscription Period giving rise to the liability.

17. General

17.1. Events outside our control.  We shall not be deemed to be in breach of these Terms or otherwise liable to you in any manner whatsoever for any failure or delay in performing our obligations under these Terms due to any event or circumstance beyond our reasonable control, or which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

17.2. Warranties.  Except as expressly set out in these Terms, all warranties, conditions terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law.

17.3. Assignment.  You shall not be entitled to assign, charge or otherwise transfer these Terms or any of the rights or obligations under these Terms, sub-license the right to use your Account, the Checkapayer Services or hold the benefit of these Terms in trust for any other person without our prior written consent.

17.4. Entire Agreement.  These Terms and any documents expressly referred to in them contain the entire understanding between us and you and supersedes any subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the subject matter of these Terms.  You acknowledge that you have not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Terms and your only remedy in respect of those representations, statements, assurances or warranties set out in these Terms will be for breach of contract, provided always that nothing in this Condition 17.4 shall exclude or limit our liability for any fraudulent misrepresentation or warranty fraudulently given and upon which you can prove you have placed reliance.

17.5. Third Party rights.  These Terms are between you and us. No other person shall have any rights to enforce any of these Terms. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of these Terms.

17.6. Waiver. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Checkapayer Services, we can still require you to make the payment at a later date.

17.7. Severance.  If any provision or part-provision of these Terms becomes invalid, illegal or unenforceable, it shall be deemed deleted but it shall not affect the validity and enforceability of the rest of these Terms.

17.8. Notices.
17.8.1. If we are providing notice to you, we shall send such notice to the email address registered under your Account.  Notice can be provided to us in connection with these Terms by email to the email address specified in Condition 2.2.1.
17.8.2. Any notice shall be deemed to have been received the next Working Day.
17.8.3. This Condition 17.8 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.

17.9. Which laws apply to these Terms and where you may bring legal proceedings.
17.9.1. If you are a consumer, please note that these Terms, their subject matter and their formation are governed by English law and you can bring legal proceedings in respect of the Contract in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Contract in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Contract in either the Northern Irish or the English courts.
17.9.2. If you are a business, these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law.  We both agree to the exclusive jurisdiction of the courts of England.

These Terms were created in March 2023.