ShopWired Payments terms & conditions

These terms and conditions were last modified on 23rd August 2023 at 9am UK time.

1. ShopWired Payments is a service, hereafter referred to as the Service, provided on the ShopWired Ecommerce Platform by ShopWired Payments Limited, a company incorporated in England & Wales with company number 11339360 whose registered office is at Suite 4, 17 Wrens Court, Lower Queen Street, Sutton Coldfield B72 1RT, United Kingdom.
2. References to ShopWired Payments in this agreement refer to ShopWired Payments Limited.
3. Your use of the ShopWired Payments service, as described below, is governed by this Agreement.
4. ShopWired Payments is not a bank nor a payment institution.
5. Payment processing and settlement of Transactions (as defined below in this Agreement) are carried out by the Processor, which is Stripe Payments Europe Ltd, a company registered in the Republic of Ireland. The processing and settlement of Transactions as referred to in this Agreement and which form part of The Service, are governed by the Stripe Connected Account Agreement, which also includes the Stripe Services Agreement. A separate agreement, known as the Payment Terms. By accepting this Agreement, you are also accepting the terms of the three agreements mentioned in this paragraph, and hereafter they will be referred to as the Processor Terms collectively.
6. ShopWired Payments is not a party to the Processor Terms. It is not liable to you under any circumstances in respect of any of the terms they contain.
7. By accepting this Agreement, you are hereby agreeing to the creation of an account with the Processor for Payment Processing Services. In the event of any conflict between the terms of this Agreement and the Processor Terms, the terms of this Agreement shall prevail except where the nature of the conflict pertains to Payment Processing or your account with the Processor.
8. ShopWired Payments reserves the right, at any time and without notice to you, to change the Processor to any third-party company it deems reasonably fit and suitable for the provision of Payment Processing Services and Settlement of Transactions. Your rights under this Agreement will not be affected, but you may be subject to terms of agreements with the third party which you will have the right to accept or deny.
9. The Processor's role in the provision of the Service is to accept and process transactions from your customers by credit card, debit card, and any other types of payment service which is made available to you through your ShopWired account. Collectively, payment transactions are referred to in this Agreement as Transactions, and the payment methods supported are referred to as Card(s), even where the transaction is not facilitated through the use of a credit or debit card.
10. To utilise the Service, you must be a business located within the United Kingdom. Your business may be incorporated as a Private Limited Company, Limited Partnership, or Public Limited Company, or you may be operating as an unincorporated Partnership or Sole Trader.
11. Under this Agreement, you are granted a non-exclusive, non-transferable, limited, and revocable right to use the Service. These rights shall be for the term of this Agreement only. You must not permit any third party to access the Service except as permitted by this Agreement or without the prior written consent of ShopWired Payments.
12. To take payment via a Card Transaction, you must have obtained the customer's consent to process it, and you must ensure that you are in compliance with all the applicable and legal requirements involved, including from the relevant card networks such as Visa, Mastercard, American Express, and/or any other applicable card network. You are solely responsible for verifying the identity of any customer who places a Transaction on your website or who you process a Transaction for on their behalf through the ShopWired administration system.
13. Under no circumstances whatsoever does ShopWired Payments accept any liability for any Transaction arising from any payment method used by any customer. ShopWired Payments does not guarantee the right of any customer or website visitor presenting a Card for payment to you. You hereby assume the entire responsibility for ensuring the validity of a Card for use by a customer. You hereby declare that you understand and accept full responsibility and liability for all Transactions occurring on your ShopWired Payments Account from any Card used by any Customer. You hereby understand and accept that any Card used by any customer for a Transaction may be subject to reversal by the Card provider or issuing bank or the network provider, including chargebacks, and you hereby undertake full responsibility for any financial loss you may suffer as a result.
14. ShopWired Payments hereby agrees to use reasonable efforts to assist you with help and support services to resolve issues relating to this Agreement. However, the Processor retains sole and exclusive responsibility for processing Card Transactions, which includes the settlement of funds to you. Whilst ShopWired Payments will provide assistance in solving errors or problems relating to Card Transactions and settlement of funds, you hereby accept and understand that this assistance does not come with any form of guarantee or any acceptance of liability for any failure made by the Processor.
15. It is your sole responsibility to determine what, if any, taxes are applicable on any Card Transaction. You are solely responsible for assessing, collecting, reporting, and remitting the correct taxes to any applicable jurisdiction. If ShopWired Payments is requested by any responsible local tax authority in any jurisdiction to assist the authority with enquiries in relation to your use of the ShopWired Payments service, you understand and accept that ShopWired Payments will provide such assistance as necessary.
16. ShopWired Payments takes all reasonable measures to ensure the security of any data provided by you under this Agreement and the security of any data provided to you by your customers, hereafter referred to as Data. ShopWired Payments is, however, only responsible for some of the security of Data, and you hereby acknowledge and agree that Data is also stored and processed by the Processor, and as such, any financial loss that is suffered by you as a result of a data breach at the Processor, whether foreseeable or not, is the sole responsibility of the Processor, and you may not hold ShopWired Payments liable for any such loss.
17. You hereby assume full responsibility for the security of data related to your use of ShopWired Payments which is in your possession or under your control. This includes to which individuals or any third party that you provide access to the ShopWired Payments element(s) of your ShopWired account. You agree to comply with all applicable laws, rules, regulations, and other stipulations with regards to your collection, storage, processing, and dissemination of any personal data provided to you by your customers. You hereby agree to at all times maintain compliance with the applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and Payment Application Data Security Standards (“PA-DSS”) and hereby agree and undertake to provide ShopWired Payments evidencing your compliance with these two sets of regulations at any time. Such data includes, but is not limited to, cardholder account numbers, expiration dates, and CVV2 data. You must not store CVV2 data at any time in any way.
18. Where ShopWired Payments believes that there has been some sort of security breach or personal data breach or other compromise of data which in any way pertains to this Agreement and the Service provided by ShopWired Payments or the Processor, ShopWired Payments will be entitled to appoint a third-party auditor, chosen and approved by ShopWired Payments, to conduct a security audit of your systems and facilities. Such an audit will be conducted at your sole cost and expense, and payment will be required upfront to cover the cost of the same. The outcome of any such audit may be provided to the Processor, any applicable law enforcement agency, or any payment network at the sole discretion of ShopWired Payments.
19. Your use of the ShopWired Payments service is subject to the terms of the Prohibited and Restricted Jurisdictions, Companies, Governments, Persons, Products & Industries document, and you hereby accept to be in compliance with the same at all times of the duration of this Agreement. The aforementioned document is hereby incorporated into this Agreement.
20. ShopWired Payments retains the right, at its sole discretion, not to provide the Service in respect of any Card Transaction that ShopWired Payments deems to be a violation of this Agreement.
21. Each payment network such as Visa, Mastercard, or American Express (or any other similar network) has its own established guidelines, rules, regulations, and other stipulations which are readily available through the internet, hereafter referred to as the Payment Network Guidelines. These may be adjusted, amended, or updated by the individual payment network at any time. You hereby undertake and agree to comply with the Payment Network Guidelines for the duration of this Agreement. Any breach of the Payment Network Guidelines by you may, at the sole discretion of ShopWired Payments, be deemed to constitute a breach of a fundamental of this Agreement and, as such, will entitle ShopWired Payments to act in accordance with the terms in this Agreement which govern a termination of this Agreement by ShopWired Payments.

22. You may only create a ShopWired Payments Account for the purposes of processing Card Transactions on a commercial basis, i.e. selling goods (physical or otherwise) or services. You must not use the Service for any non-commercial, personal, family, or household purposes.
23. When creating a ShopWired Payments Account, you are required to provide certain information to both ShopWired Payments and the Processor. The information provided at the time that the account is created will depend on your specific circumstances. ShopWired Payments and the Processor are entitled to request any information that they deem relevant about you or the beneficial owners, directors, shareholders, or any individual or corporate entity connected to you that ShopWired Payments or the Processor deems relevant for the provision of the Service. You are required and hereby agree and undertake to provide any such information that ShopWired Payments or the Processor deems relevant to open an account or continue providing you with the Service. Your failure to provide information reasonably requested by ShopWired Payments or the Processor may be treated, at the sole discretion of ShopWired Payments, to be a breach of a fundamental term of this Agreement and may lead to us, at our sole discretion, terminating this Agreement and acting in accordance with the terms in this Agreement which govern a termination of this Agreement by ShopWired Payments.
24. By creating a ShopWired Payments account, you hereby agree that we may contact and share information about you and your application with third parties including, but not limited to, credit bureaus and other information providers. You acknowledge that this information may include, but not be limited to, your name, address, date of birth, company information, credit history, and any documents that we may request to identify you or any third party that we deem to be connected to your account.
25. You hereby acknowledge and agree that any information provided by you to the owners and operators of the ShopWired Ecommerce Platform, ShopWired Payments, or the Processor may be shared by and between each party.
26. As part of your account creation and ongoing management, you are requested to provide the name of your business, and this will be used by the Processor to appear on any statement provided by the institution to your customer to identify you as the business with which they have made a transaction. You are required to ensure that this information is accurate and can be used by the customer to identify you easily. You hereby agree to indemnify us against any costs, liability, losses, or expenses that we may incur either directly or indirectly as a result of your failure to comply with this term.

27. ShopWired Payments charges a fee to you for each Card Transaction that you process using the Service. In addition, other fees will be payable by you in the event of a Card Transaction reversal or chargeback and may be payable by you for a payout that you receive of funds into your nominated bank account. The schedule of fees is available to be viewed from within your ShopWired account at any time. This schedule of fees is hereby incorporated into this Agreement and hereafter referred to as the Fees.
28. These fees are collected from you by the Processor on our behalf in accordance with the Processor Terms.
29. Such fees collected on our behalf may be subject to tax, and you hereby agree and undertake to pay any such applicable taxes which are levied in addition to the Fees.
30. In addition to the Fees, you are liable and hereby agree and undertake to pay any penalties or fines imposed on you or ShopWired Payments or the Processor by any bank, money services business, card payment network, financial institution, financial regulation authority in any jurisdiction, or any other financial intermediary resulting from your use of the Service or any third party that you provide access to the Service whether that access be provided within or contrary to the terms of this Agreement.
31. As security for the performance of your obligations and undertakings in this Agreement, you hereby agree and undertake to provide and grant us a first priority lien and security interest on all funds processed and paid out through your ShopWired Payments Account as a result of Card Transactions or any other type of transaction made on the account.
32. Such security interests and liens will secure payment and performance of all of your obligations and undertakings under this Agreement and may extend to any other agreement in place between you and ShopWired Payments, you and the Processor, and you and the providers of the ShopWired Ecommerce Platform either existing now or later entered into between us and you and/or the two other third parties. You hereby agree to execute, deliver, and pay the fees for any documents that we may request you to create, perfect, or maintain to enforce this security interest.
33. To the fullest extent that is permitted by the laws of England & Wales, we may request, at any time, that any payment that is owed by you under this Agreement to ShopWired Payments is deducted from the corresponding amount from the Reserve Account (as is defined below) or from funds that become payable to you arising from the settlement to you of Card Transactions.
34. Any such Fees will be assessed at the time that a Card Transaction is processed and completed and will be first deducted from the funds that you receive for the same Card Transaction. Where the amount of the Card Transaction is insufficient to meet your obligations to us, we may charge the payment method that is associated with your ShopWired Payments Account or your ShopWired Ecommerce Platform Account. Your failure to fully pay any amount that is owed to ShopWired Payments on demand may constitute, at the sole discretion of ShopWired Payments, a breach of a fundamental term of this Agreement and may lead to, at the sole discretion of ShopWired Payments, the termination of this Agreement and for ShopWired Payments to act in accordance with the terms in this Agreement which govern a termination of this Agreement by ShopWired Payments.
35. You hereby agree and undertake to be fully liable for any costs incurred by ShopWired Payments associated with the collection of, in addition to, the amount owed of such fees, which includes but is not limited to fees of solicitors or attorneys, expenses, costs of arbitration or court proceedings, debt collection agency fees, and any applicable interest as allowed by the full extent of the laws of England and Wales.
36. In addition, we may deduct or request that the Processor deducts, from any accounts associated with your ShopWired Payments Account, including the Processor Account and the Reserve Account (as defined below), any amounts that you owe to us under this Agreement or any other agreement that you have entered into with the Processor.
37. Under certain circumstances, where you are a corporate entity, we may require a personal guarantee from one of your principals, for example, a Partner, Director, Shareholder, or other third-party individual associated with your company. If we require a personal guarantee, you will be informed in advance and given at least 7 days' notice in writing to provide the same. Where a personal guarantee is required, the individual from whom it is requested may be required, at the sole discretion of ShopWired Payments, to provide legal identification, including but not limited to, a UK passport and/or driving licence and to take a photo displaying the face of the individual holding the same.
38. ShopWired Payments reserves the right to request a personal guarantee under the terms of this Agreement at any time. In addition, ShopWired Payments reserves the right to request a personal guarantee from more than one individual when, in its sole discretion, it determines that personal guarantees already provided are insufficient.
39. Failure of any individual when reasonably requested to provide a personal guarantee under this Agreement may, at the sole discretion of ShopWired Payments, lead to the termination of this Agreement and for ShopWired Payments to act in accordance with the terms in this Agreement which govern a termination of this Agreement by ShopWired Payments.
40. From time to time, you may receive notification from us or the Processor that a Card Transaction has been subjected to a reversal or chargeback or some other type of dispute, hereafter referred to as a Dispute. ShopWired Payments may provide you with assistance to help you contest any Dispute that you receive; however, we do not assume any liability for our role in assistance in contesting a Dispute.
41. If you refuse to contest a Dispute, ShopWired Payments may elect at its sole discretion to contest a Dispute. You hereby grant us permission to do so and, where we deem necessary at our sole discretion, to exclude you from the Dispute process.
42. You hereby grant us permission to share any records, data, or any other information required with the cardholder who initiates a Dispute of a Card Transaction, or for us to share such information with the cardholder's financial institution or the Processor. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in a Dispute being resolved against you and your subsequent loss of funds.
43. In circumstances where a Card Transaction Dispute is resolved against you and not in your favour, you agree that we may recover the amount lost plus any associated Fee(s) from you as described in this Agreement. We reserve the right, without giving prior notice to you, to charge a fee for mediating or investigating Disputes levied against you for any Card Transaction. Once a Card Transaction has been successfully processed and the funds from the Card Transaction Institution are transferred to your Processor Account, you will be entitled to receive a payout containing those funds into your nominated bank account. The standard timeframe from the funds being remitted to your bank account is 7 working days, hereafter referred to as the Payout Period. However, at its sole discretion, ShopWired Payments may determine at any time that the Payout Period should be extended. Where it does so, ShopWired Payments will provide you with at least 7 days' written notice of its intention to change the Payout Period. Save for the provisions set out below in relation to Reserved Funds and the Reserve Account, ShopWired Payments may extend the Payout Period to a maximum of 30 days.

44. From time to time, ShopWired Payments may deem it necessary to hold funds resulting from Card Transactions on your ShopWired Payments account in reserve, i.e. not make them available to be paid out to you to your nominated bank account for a period of time. These funds will be set aside to cover any Disputes, refunds, Fees, or any other obligations you have to us or the Payment Processor under this Agreement. Hereafter in this Agreement, these funds are referred to as Reserved Funds.
45. You hereby undertake and agree to the following aspects of Reserved Funds; (i) That the amount of Reserved Funds shall be determined at ShopWired Payment's sole discretion and is not subject to a test of reasonableness, (ii) That the time that Reserved Funds may be held by ShopWired Payments before they are made available for payout shall be determined at ShopWired Payment's sole discretion but will not exceed a period of 6 months from the date of the Card Transaction that the Reserved Funds originate from, (iii) That the whole or any part of the Reserved Funds can be used to offset against any Dispute resulting from any other Card Transaction, other than the Card Transaction that the Reserved Funds originated from, (iv) That the whole or any part of the Reserved Funds can be used to offset against any refund resulting from any other Card Transaction, other than the Card Transaction that the Reserved Funds originated from, (v) That the whole or any part of the Reserved Funds can be used to offset against any Fees that are payable or due under this agreement.
46. ShopWired Payments may, at our sole discretion, change the terms of the Reserve Account at any time, for any reason, based on the history of your Card Transactions or as required by the Processor.
47. ShopWired Payments may require additional Reserved Funds at any time, at our sole discretion, under any terms that we deem fit.
48. Where sufficient funds are not available in the available or pending balances of your ShopWired Payments Account, ShopWired Payments may demand payment from you to cover the amount of Reserved Funds that ShopWired Payments requires, at its sole discretion.
49. Reserved Funds will be held in a separate account hereafter referred to as a Reserve Account. You agree that you will have no access to this account save for knowing what the balance of the account is. You agree that you are not entitled to any interest or any other compensation associated with the Reserved Funds held in the Reserve Account. You agree that you have no right to direct that account. You agree that you have no legal interest in the Reserve Funds or the Reserve Account. You agree that you may not assign any interest in the Reserved Funds in the Reserve Account to any third party.

50. This Agreement is effective immediately upon you agreeing to it, by electronically agreeing to your acceptance of the terms contained herein. It will continue as long as you continue to use the Service or as long as you have funds resulting from Card Transactions that have not been remitted to you or as long as there are funds resulting from Card Transactions that are held in the Reserve Account.
51. You may indicate your wish to terminate this Agreement at any time by closing your ShopWired Payments Account through your ShopWired Ecommerce Platform account. Closure of your ShopWired Payments Account will be completed immediately, but your obligations under this Agreement will not cease. Termination of this Agreement by you does not relieve you of your obligations as defined by this Agreement, nor does it relieve you of your obligations to the Processor under the Agreements you have with them as defined by this Agreement or any other Agreements you enter into separately with the Processor.
52. Termination of this Agreement by either party does not entitle you to a refund of any remainder of Fees that you have paid for the provision of the Service, and you may be liable to pay subsequent Fees after termination as required by this Agreement.
53. Termination of this Agreement by either party does not entitle you to be remitted the balance of any Reserved Funds held within the Reserve Account in accordance with this Agreement. Any funds held in the Reserve Account will continue to be held in accordance with this Agreement, and you hereby agree to this.
54. Upon termination of this Agreement by either party, you hereby agree to stop using the Service immediately and immediately cease to process any new Card Transactions. Any Card Transactions which have not been fully settled (i.e. funds against the Card authorised but not captured or Card Transactions initiated for pre-orders) will not be able to be settled once this Agreement has been terminated.
55. Where ShopWired Payments deems that you have breached a fundamental term of this Agreement, such determination to be made at its sole discretion as reasonably conferred by English law, ShopWired Payments will be entitled to terminate this Agreement with you without notice and will provide written notice to you informing you of termination after the Agreement has been terminated. Where ShopWired Payments exercises its right under this term to terminate the Agreement, it will be entitled, at its sole discretion, to hold all remaining funds for Card Transactions which have not been paid out to your nominated bank account in the Reserve Account in accordance with the terms relating to the Reserve Account in this Agreement.
56. The Processor may indicate to us, at its sole discretion, that it no longer wishes to provide a payment transaction service to you. Where it does so, ShopWired Payments will terminate this Agreement with you without notice and inform you subsequently that the Agreement has been terminated.
57. ShopWired Payments may terminate this Agreement with you at any time and for any reason, not necessarily resulting from a breach of a term of this Agreement by you. Where it does so, it will provide you with no less than 10 working days' notice in writing of its intention to terminate this Agreement.
58. This Agreement and the terms that it contains in no way constitute any type of sales agreement between the parties, and you hereby undertake and agree that this Agreement is solely a licensing Agreement that provides you with the right to use the Service at the sole discretion of ShopWired Payments. This Agreement does not constitute any obligation on ShopWired Payments to provide you with the Service.

59. ShopWired Payments provides the Service and any other services to you on an 'as is' basis. This means that ShopWired Payments makes no warranty to you that the Service will be available at any point in time.
60. Software, internet software, services, and computer technology in general are inherently not able to work 100% of the time. This means that from time to time, you or your customers or users of the Service, or any other company or individual that interacts with your website and the payment services that ShopWired Payments provides, may experience a problem, error, omission, or some other type of fault at any time. Such a problem, error, omission, or other type of fault may include, but not be limited to, the customer, website visitor, or user's inability to process a Card Transaction successfully. You hereby agree and undertake that ShopWired Payments shall not be held liable for any type of loss, excluding personal injury and death, for any loss suffered by you or any connected third party that results from your use of the ShopWired Payments service - for the avoidance of doubt, such losses that ShopWired Payments is not liable for include, but are not limited to, direct losses, indirect losses, loss of data, incidental losses, consequential losses, losses of profit, losses of advertising costs, losses of other costs incurred by you, special damages, and exemplary damages.
61. ShopWired Payments provides no warranties, either express, implied, or statutory, including but not limited to warranties of title, merchantability, or fitness for a particular purpose. Use of the Service is entirely at your own risk.
62. ShopWired Payments makes every effort to ensure the security, storage, and integrity of data that it receives, stores, and transmits in connection with its provision of the Service or in connection with any of its obligations under this Agreement. ShopWired Payments makes no guarantee, warranty, or undertakes any other type of obligation to you or your customers about the security of any such data, and as a result, you hereby agree not to hold ShopWired Payments liable for any type of loss that you suffer, of any kind, that results from any kind of breach suffered to the security of any data held, processed, stored, or transmitted by ShopWired Payments.
63. Should any Court hold ShopWired Payments liable to you for any type of loss suffered by you as a result of your use of the Service or any other service provided to you by ShopWired Payments governed by this Agreement, you hereby agree that in all events, the damages awarded shall not exceed the sum total of any Fees paid by you to ShopWired Payments since the commencement of this Agreement.
64. You agree to indemnify ShopWired Payments against any costs or losses that it suffers, however such costs or losses arise, that result as a consequence of a breach by you of either a term, condition, or warranty of this Agreement.

65. You hereby represent, affirm, and warrant to us that in accepting this Agreement and agreeing to abide by its terms, conditions, and warranties that:
66. (Where you are a corporate entity (including Limited Liability Companies, Limited Liability Partnerships, Public Limited Companies, Registered Charities) that the individual that accepts this Agreement has authorised to act on behalf of the corporate entity. Where you are a person, that you are over the age of 18, a full resident of the United Kingdom of Great Britain and Northern Ireland (UK) with the right to work within the UK and right of abode in the UK.
67. You hereby covenant to us that any Card Transactions processed by you will represent a bona fide sale by you, that a full, complete, and accurate description of the goods or services sold by you to your customer will be made readily available to the customer prior to the Card Transaction being completed, that you will at all times comply with all relevant laws and regulations within the jurisdiction in which the sale is made or the goods/services fulfilled.
68. This Agreement will be governed by English Law and will be subject to the exclusive jurisdiction of the courts of England & Wales, no matter where you reside within the United Kingdom.
69. The exclusive venue for any action that results from any breach or reported breach of any term, condition, or warranty in this Agreement shall be a court within England, no matter where you reside within the UK.
70. If any term, condition, or warranty within this Agreement shall be found to be contrary to English Law or contrary to any other term, condition, or warranty within this Agreement, you hereby agree and undertake that this shall not affect the validity and enforceability of any other term, condition, or warranty within this Agreement. Where two terms, warranties, or conditions conflict, you hereby agree that ShopWired Payments shall be entitled, at its sole discretion, to determine which term, condition, or warranty shall take precedence.
71. ShopWired Payments retains the right to amend, add, or remove any term, condition, or warranty of this Agreement at any time. Where this provision is exercised by ShopWired Payments, it will provide you with 30 days' written notice prior to such amendment, addition, or removal becoming enforceable. ShopWired Payments undertakes to inform you of any amendment, addition, or removal in writing.
72. For the avoidance of doubt, the service of a notice by either party of this Agreement can be made in writing by post or by email to the other party.
73. This Agreement constitutes the entire agreement between the parties. It supersedes and excludes all prior written or oral representations or warranties made by ShopWired Payments to you.
74. Nothing in this Agreement shall provide or be construed to provide any third party with any right of remedy, claim, cause of action, or privilege.
75. You may not assign this Agreement without the prior written consent of ShopWired Payments. Such permission may be refused by ShopWired Payments at its sole discretion.
76. Neither party to this Agreement will be liable for delays in processing of Card Transactions or any other of its obligations under this Agreement that are caused by events such as fires, telecommunication failures, utility failures, power failures, equipment failures, labour strife, riots, wars, terrorist acts, non-performance of the Processor of any kind whatsoever and howsoever caused, acts of God, or any other cause over which the respective party has no reasonable control - with the exception that nothing in this Agreement will affect or excuse your liabilities and obligations under this Agreement including, but without limitation, for reversals, Disputes, claims, fines, fees, refunds, or products or services that you have sold to a customer and not fulfilled.