By registering on the Splink platform (the "Platform") and using the software and services provided via the Platform (the "Services") you ("you" or the "Merchant") agree to be bound by these terms and conditions ("Conditions"), and all policies referred to in these Conditions, each as may be modified by Splink from time to time. These Conditions are in addition to the Website Terms, Privacy Policy, Acceptable Use Policy and Cookie Policy, all as displayed on the public part of our Platform ("General Terms"), which also apply to the provision of the Services.

1. Application of the Conditions

1. By using the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these Conditions.
2. Splink is permitted to make changes to these Conditions, the General Terms and any other policies or guidelines by notifying you via the contact details you have provided on the Platform and/or by publishing the changes at the Platform. Continuing to use the Services indicates that you fully accept the changes to the Conditions. Such modifications shall become effective immediately upon their being posted on the Platform. Continued use of the Services constitutes acceptance of any updated Conditions.
3. In certain cases the Platform and Services may be provided to you through a reseller, partner or white-label provider ("Partner"). In such circumstances your primary commercial relationship may be with that Partner. However, the Platform and underlying technology are operated by Splink Limited and your use of the Platform remains subject to these Conditions.
4. Where a free trial of the Services is provided, Section 11 (Fees) shall not apply during the trial period unless otherwise agreed.

2. Definitions

In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:

• "Account" means the account you established to use the Platform;
• "Branding Images" means images uploaded as the background of a Merchant's payment link, request or channel;
• "Chargeback" means a Transaction that is disputed by an End Customer, issuing bank, card network or Payment Processor and reversed or subject to investigation;
• "Conditions" means these terms and conditions for services;
• "End Customers" means Individuals or entities making payments to the Merchant via Splink or authorised Partner;
• "Fees" means the fees payable by the Merchant to Splink or an authorised Partner for use of the Services;
• "Financial Services Provider" means financial institutions, acquiring banks, payment processors, payment service providers or other regulated financial entities connected to the Platform;
• "Merchant" means any person or entity using and purchasing the Services;
• "Merchant Materials" means the materials owned by the Merchant including information, design work, artwork and logos;
• "Payment Network(s)" means a card network, clearinghouse, or other payment system through which payment transactions process, clear, or settle. Examples of Payment Networks include Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, "Visa"), MasterCard International Incorporated ("MasterCard"), American Express, and the ACH transaction clearinghouses, such as the National Automated Clearing House Association;
• "Payment Network Rules" means the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted, and as amended from time to time, by the relevant Payment Network;
• "Payment Processor" means the third-party entity providing payment acquiring, payment initiation, transaction processing or settlement services for Transactions processed through the Platform;
• "Partner" means a reseller, ISO, or white-label provider authorised to distribute the Platform;
• "Platform" means the Splink hosted software platform available at https://splink.io;
• "Processor Terms" has the meaning given to it in section 5.2;
• "Services" means the software services and functionality provided via the Platform, including payment gateway and orchestration services provided by Splink or through authorised Partners;
• "Splink" means Splink Limited, a company incorporated in Ireland with company number 647572, and its affiliates acting as the technology provider of the Platform;
• "Transactions" means credit, debit, account to account, SEPA, ACH, and other types of payments to you with respect to sales of your products or services initiated by your End Customers via the Platform. "Transactions" includes transactions to facilitate a reversal or Chargeback of a Transaction.

3. Services Generally

1. The Merchant is responsible for creating its own payment links, requests, channels, QR codes and other payment interfaces using the Platform and for uploading any Merchant Materials required in connection with those interfaces (e.g. Branding Images).
2. The Platform may be made available to the Merchant directly by Splink or through an authorised Partner, reseller or white-label provider. Where the Platform is provided through a Partner, the Merchant's primary commercial relationship may be with that Partner, while the underlying platform remains operated by Splink.
3. Splink reserves the absolute right, without giving any reasons, to cancel or remove any feature, for any reason and at any time without prior notice.
4. Any Merchant Materials, content of a payment link, request or channel or any other use by a Merchant of the Platform in any way which indicates, or can reasonably be understood as indicating, an intention to discriminate on grounds of sex, race or age will not be accepted and will result in the termination of Services.
5. Splink shall be entitled at any time without notifying the Merchant to make changes to the Services, which are necessary to comply with any applicable security, financial or payment regulations, or other statutory requirements and shall determine the manner in which the Services are provided.

4. Payments Features

1. Splink provides payment services to Merchants via its Platform, enabling the acceptance of payments.
2. Transactions processed via the Platform shall be settled in pounds sterling (GBP) unless otherwise agreed in writing with Splink. Where Transactions are processed in other currencies, such Transactions may be subject to conversion rates, fees and terms imposed by Financial Services Providers.
3. Splink operates as a payment technology and orchestration platform. Splink is not a regulated payment institution and does not hold a payment services licence. Splink facilitates the acceptance and management of payments on behalf of Merchants through its network of regulated Financial Services Providers and acquiring partners, and is responsible for the management of the Merchant relationship, onboarding, risk monitoring and payment orchestration.
4. While Splink enables the acceptance, management and routing of payments, settlement of funds is performed by the relevant acquiring or financial services provider and may be subject to their terms and requirements.
5. Splink reserves the right to limit, refuse, suspend or cancel any Transaction where required for risk management, fraud prevention, regulatory compliance or in accordance with Payment Network Rules.
6. Splink may offset any amounts owed by the Merchant (including Chargebacks, refunds, fees or penalties) against settlement of funds due or otherwise recovering such amounts from the Merchant.
7. Where Splink does not itself hold or control settlement funds, Splink may instruct its Financial Services Providers to delay, withhold or adjust settlement where necessary to manage risk, fraud exposure or the compliance obligations of those providers. The Merchant consents to Splink issuing such instructions on its behalf.
8. Splink and its Financial Services Providers may monitor Transactions for fraud prevention, financial crime compliance and risk management purposes.

5. The Payment Processor

1. Splink utilises acquiring banks and other Financial Services Providers to facilitate the clearing, processing and settlement of Transactions. Splink operates as a technology platform and is not itself a regulated payment institution. Settlement of funds and all regulated payment functions are performed by the relevant Financial Services Providers.
2. By using the Platform to process and settle Transactions, you must agree to the terms and conditions of the relevant Payment Processor(s) associated with your Account (the "Processor Terms"). By accepting these Conditions and creating an Account, you are agreeing to be bound by the Processor Terms, which is a legal agreement between you and the relevant Payment Processor. The Payment Processor's obligations to you are governed by the Processor Terms, not by these Conditions. We are not a party to the Processor Terms and have no obligations to you under them. In particular, Splink is not responsible for ensuring that funds for Transactions are transmitted to you in accordance with the Processor Terms. Splink does not receive funds in connection with the settlement of Transactions and is not liable to you for settlements. We reserve the right to change the Payment Processor, or add additional Payment Processors at any time, with or without prior notice to you. By continuing to use the Platform after we change or add a Payment Processor, you agree to be bound by the terms applicable to the new Payment Processor's services.

6. Taxes

1. You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Platform ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority in the applicable jurisdiction(s). We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. You will indemnify and hold us harmless from and against any and all liability related to Taxes, except for any taxes based on our net income. You agree that we may send you any Tax-related information electronically. If you are tax-exempt, you must provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us on our request.

7. Obligations of Splink

1. Splink will use commercially reasonable efforts to enable End Customers to access the Merchant's payment links and requests via the Platform and to provide the Services to the Merchant. However, the Merchant acknowledges that the Platform relies on third-party infrastructure and Financial Services Providers and Splink cannot guarantee uninterrupted availability or functionality of the Platform at all times.
2. Splink shall make available to the Merchant a periodic statement (typically monthly) detailing:
   1. the total value of Transactions processed;
   2. a breakdown of Fees applied to such Transactions; and
   3. any additional charges, adjustments, Chargebacks, refunds or penalties incurred.
3. Splink may, upon reasonable request, provide a more detailed breakdown of Transaction data, Fees and related information.

8. Support

1. We will use commercially reasonable efforts to provide you with support to help resolve issues relating to the Platform.
2. Support is provided through the support channels made available via the Platform or through the Merchant's Partner where applicable.
3. Financial Services Providers are responsible for the processing and settlement of Transactions; however, Splink will provide reasonable assistance in resolving queries and disputes as the provider of the payment services.
4. You agree that you are solely and exclusively responsible for delivering your products and services (including, for the avoidance of doubt, instances where you use the Services provided via the Platform to facilitate providing your products or services) and for providing support to your customers for all issues related to your products and services, including, but not limited to, issues arising from the processing of Transactions through the Platform. Additionally, you agree that while you may use the Services provided via the Platform to facilitate the sale of your products or services (e.g., to schedule a meeting or sell a ticket to an event), your customers are completing Transactions on the Platform for the purchase of your products or services, and not the features available through the Services provided via the Platform that enable the use of your products or services.

9. Obligations of the Merchant

1. You assume all responsibility for your and your authorised agents' and employees' use of the Platform including any additional responsibilities as described in the Processor Terms. You are solely responsible for verifying the identity of your End Customers and the eligibility of Payment Methods used by your End Customers to pay for your products and services through the Platform. Splink does not guarantee or assume any liability for any Transactions authorised and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back Transactions regardless of the reason for, or timing of the reversal or Chargeback. We or the Payment Processor may add or remove one or more types of Payment Networks or Payment Methods, at our or the Payment Processor's sole discretion, at any time, without prior notice to you.
2. The Merchant hereby undertakes and warrants to Splink:
   1. that it will use all reasonable precautions against access to the Platform (or any website that is, or may become linked to any website) by any unauthorised persons, including but not limited to, the use of user names and passwords and the securing of information relating to communications between the Merchant's hardware and the rest of the Platform;
   2. that it will comply with applicable data protection laws including the EU General Data Protection Regulation (GDPR), the Data Protection Act 2018 and any applicable successor legislation, and shall ensure that all End Customer information is kept secure and confidential;
   3. that any information supplied by the Merchant in connection with the provision of the Services is accurate, complete and true;
   4. that in respect of any Branding Image which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Merchant has obtained the authority of such living person to make use of such name, representation and/or copy to permit Splink to perform its obligations and exercise its rights set out in these Conditions;
   5. that each Branding Image and all content posted to the Platform or use of the Platform by the Merchant is legal, decent, honest and truthful and complies with all applicable laws, rules, regulations and codes relating to advertising as may be appropriate.
3. The Merchant shall:
   1. ensure that all Transactions relate to genuine and lawful goods or services supplied by the Merchant;
   2. maintain appropriate customer service, refund and complaints handling processes;
   3. promptly notify Splink of any material changes to its business, ownership, financial position or activities;
   4. comply with all applicable laws, Payment Network Rules and regulatory requirements.
4. The Merchant shall indemnify Splink against all claims made by the third parties in respect of the misuse of the data supplied to the Merchant.
5. The Merchant shall:
   1. ensure that it is notified as a data controller to the Data Protection Commissioner's Office (if applicable) under the Acts to the extent that it applies and complies with its obligations under those Acts;
   2. not submit, copy, supply, re-sell, distribute or make available in any way any emails or other information received from Splink to any person.
6. The Merchant confirms that Splink can publicise its use of the Platform in campaigns and proposals to prospective customers and in advertising material generally.
7. The Merchant acknowledges that continued access to payment services is conditional upon maintaining Transaction activity within acceptable fraud, chargeback and refund thresholds as determined by Splink and/or required by Payment Network Rules or financial services partners. Where such thresholds are exceeded, or where Splink reasonably determines that the Merchant presents an elevated risk, Splink reserves the right to:
   1. recover associated costs, losses, fees, fines or penalties;
   2. impose additional controls or restrictions;
   3. instruct its Financial Services Providers to delay, withhold or adjust settlement of funds;
   4. suspend or terminate access to the Platform and/or payment services; and
   5. take any action required to comply with regulatory, Payment Network or acquiring partner requirements.
8. Where the Merchant fails to comply with its obligations under these Conditions, Splink reserves the right to impose restrictions, suspend or terminate access to the Platform and/or payment services.

10. PCI DSS Compliance

1. The Merchant shall comply with all applicable Payment Card Industry Data Security Standards (PCI DSS) and any security requirements imposed by Payment Networks or Financial Services Providers.
2. The Merchant shall not store, process or transmit cardholder data except in compliance with PCI DSS.
3. Splink reserves the right to request evidence of compliance and may suspend or restrict access to payment services where such compliance is not maintained.

11. Content and Ownership

1. Splink may create content (such as by way of example only, text, images, video "Content") from time to time for use by the Merchant. All intellectual property rights of whatever nature in such Content shall belong to Splink.
2. Splink may use Content on the Platform, in its own blog or generally for the marketing and promotion of its business.

12. Fees, Automatic Renewal and Payment

1. Fees applicable to the Merchant may be determined by an authorised Partner or reseller.
2. Splink may facilitate the holding, collection and deduction of such Fees from Transaction proceeds or otherwise in connection with the provision of payment services. However, Splink does not determine the pricing of such Fees, which are set by the relevant Partner. The Partner remains solely responsible for establishing, communicating and agreeing such Fees with the Merchant.

13. Liability

1. Splink provides technology platform services and facilitates Transactions through its acquiring and financial services partners. Splink does not itself provide regulated payment services and does not verify or guarantee any End Customer's details.
2. Splink does not accept liability of any description, including liability for negligence (except for personal injury or death), or any damages or losses (including, but without limitation to indirect or consequential loss, or loss of business, revenue, profits, contracts, anticipated loss of savings, loss of goodwill, use or opportunity, wasted management or office time) howsoever resulting from the Merchant's use of (or inability to use) this Platform, or resulting from the use of this Platform, any websites linked to it or any materials posted on it. This does not affect Splink's liability for any matter which cannot be excluded or limited under applicable law.
3. To the maximum extent permitted by law, Splink's total aggregate liability arising from or relating to the use of the Platform or Services shall not exceed the Fees paid by the Merchant during the twelve (12) months preceding the event giving rise to the claim.
4. Splink makes no warranty that this Platform (or any website that is, or may become linked to this website) is free from computer viruses, "cookies", or any other malicious or impairing computer programmes and/or that the Platform shall operate uninterrupted and error-free.
5. Splink does not accept liability for any loss of copy, artwork, photographs, data or other materials that the Merchant supplies to Splink and the Merchant shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.
6. The material displayed on our Platform is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, Splink, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

14. Indemnity

1. You shall defend, indemnify and hold harmless Splink against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use (including that of any of your employees, agents or contractors) of the Services.

15. Payment Network Rules

1. The Payment Networks have established the Payment Network Rules, and you are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, Discover, and American Express are available on the Internet at the following links: Visa, MasterCard, Discover, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. We reserve the right to change these Conditions at any time, without prior notice to you, as may be necessary to comply with the Payment Network Rules or otherwise.

16. Verification and Underwriting

1. Splink is responsible for onboarding Merchants onto the Platform and conducts verification, Know Your Customer (KYC) checks, due diligence and risk assessment as required by its Financial Services Providers and acquiring partners in order to maintain access to payment services. Such checks are carried out in accordance with Splink's internal policies and the requirements of its Financial Services Providers, and not pursuant to any regulatory obligation imposed directly on Splink. Splink may be required by its acquiring banks or Financial Services Providers to impose additional conditions or restrictions, or to suspend or terminate a Merchant's access to the Platform, and the Merchant agrees that Splink may take such action where required to maintain the provision of the Services.
2. To verify your identity and assess your business risk, we may require you to provide information in addition to the information you provided when you applied for an Account. The additional information may include, among other things, financial statements, business invoices, reseller authorisation or distributor information, government issued identification, or business licence, for you or for any of the owners or principals of your business. We may request the information required to verify your identity and assess your business risk at any time after approving your use of the Platform.
3. Your failure to comply with any request for additional information, inspection or examination within five (5) days may result in denial of your application to use the Platform or suspension or termination of your Account.
4. We reserve the right to hold funds and/or disable payouts in your Account while awaiting the information requested above.
5. Splink may use your information to apply for card merchant acquiring accounts on your behalf as agreed with you.
6. Splink, and where required its financial services partners, will review your application and determine your eligibility to use the Platform.
7. By accepting these Conditions, you are providing us with authorisation to retrieve information about you by using third parties where required. You acknowledge that such information may include your name, address history, credit history, and other data about you.
8. You agree that we are permitted to contact and share information about you and your application (including whether you are approved or declined) and your Account with the Payment Processor and other third parties in order to provide the Services. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the improvement, management and maintenance of the Platform; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and (iv) to conduct our and their risk management process.
9. Splink and its Financial Services Providers may conduct ongoing monitoring of Merchant activity for fraud, financial crime, regulatory compliance and risk management purposes.

17. Assignment and Subcontracting

1. Splink may assign its rights under or subcontract its obligations under these Conditions to a third party. The Merchant may not do these things without Splink's written consent.
2. Where Splink subcontracts to, or procures the performance of any of its obligations under these Conditions from, a third party (whether such third party is an affiliate of Splink, or otherwise), Splink will remain responsible for all acts and omissions of such third party to the extent that, had such act or omission been the fault of Splink, Splink would be liable to the Merchant (whether in contract, tort (including negligence) or otherwise) in connection with these Conditions.
3. Splink may provide the Platform through authorised Partners, resellers or white-label providers.

18. Termination

1. Splink may suspend or terminate the Services immediately where the:
   1. Merchant breaches these Conditions;
   2. the Merchant presents unacceptable risk (including fraud or Chargebacks);
   3. required by Payment Networks, regulators or Financial Services Providers;
   4. the Merchant becomes insolvent or ceases trading.
2. The Merchant may cease use of the Services at any time, subject to settlement of all outstanding amounts.
3. Following termination, Splink may delay or withhold settlement of funds where reasonably required to manage risk, Chargebacks or liabilities.

19. Governing Law and Jurisdiction

1. These Conditions shall be governed by, and construed in accordance with, the laws of Ireland and each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

20. Complaints

1. If you have a complaint regarding the Services, you may contact Splink at [email protected].
2. Splink will acknowledge receipt of your complaint and will aim to investigate and respond within 14 working days. Please note that Splink is not a regulated financial institution and complaints regarding Splink's technology platform services do not fall within the jurisdiction of the Financial Services and Pensions Ombudsman (FSPO). Where a complaint relates to a regulated payment service, this should be directed to the relevant Financial Services Provider.
3. Where a complaint relates to a Financial Services Provider, Splink may direct or escalate the complaint accordingly.
4. Nothing in this section affects your statutory rights.

21. Miscellaneous

1. Continued use of this Platform, constitutes an acceptance of these Conditions and the General Terms to the exclusion of any other terms and conditions.
2. If any provision of these Conditions is held to be void or unenforceable in whole or in part, these Conditions shall continue to be valid as to the other provisions and the remainder of the affected provision. No waiver by Splink shall be effective except in relation to the matter in respect of which it was specifically given.
3. Splink may amend the terms of these Conditions at any time by amending this page. The Merchant is expected to check this page from time to time to take notice of any changes Splink has made, as they are binding.

22. Use of Data

1. Splink may collect and process data relating to the use of the Platform in order to operate, maintain and improve the Services.
2. Splink may use aggregated and anonymised data derived from Platform activity for analytics, benchmarking and service improvement purposes.
3. Splink may share such aggregated or anonymised data with third parties in connection with value-added services including business financing offers, analytics services, fraud prevention tools and other business services offered to Merchants.
4. Such data will not identify individual End Customers or Merchants.