This is an outdated version of the GoCardless Merchant Agreement, you can read an up-to-date version here.
GoCardless enables suppliers to let their customers pay securely by direct debit over the internet. We also allow suppliers to monitor the payments that they receive through GoCardless. This document sets out the terms of the contract ('Contract') between you, the supplier, and GoCardless for the payment services provided by GoCardless. These terms and conditions are available on our website and you may ask for a copy of them at any time while you have an account with us.
Any contract for the supply of goods and services between you and your customer is not affected by this Contract. GoCardless is not involved in the actual supply of any goods and services to the customer and any disputes should be resolved directly between you and the customer. If there is any difficulty with the goods or services you provide, you remain liable to the customer directly.
GoCardless cannot initiate refunds in respect of any goods and services you supply. We can, however, process them when you ask us to do so. If your customer lawfully cancels a payment in accordance with the GoCardless customer terms and conditions you must seek payment direct from your customer for any goods or services that you have provided to them.
When you sign up to GoCardless, you will need to provide us with certain information to create a GoCardless account. We will have to perform some identity checks on you.
By setting up your GoCardless account, you consent to us processing payments as detailed in this document (see Processing payments through GoCardless and Receiving payouts from GoCardless). We may apply limits for any payment transactions that take place through your GoCardless account. We will notify you of any limits and any changes that we make to them.
You are prohibited from doing any of the following:
You may permit third parties you have contracted to use your account details in relation to that third party's provision of services to you, but you are responsible for all their actions and any misuse of the details as if it was your own.
In the event that you fail to comply with the terms of the Contract, or any instructions for use provided by GoCardless, we shall have no responsibility or liability to you for the performance of payment services.
You are responsible for the use of your account details by any other person to whom you have provided them or enabled their access to them. You must take reasonable steps to keep your account details safe and prevent fraudulent use of your account (and must ensure that any person to whom you disclose your account details takes the same reasonable steps).
Such precautions should include keeping your passwords, other access codes and any account related paperwork relating to the GoCardless payment services (“User Details”) in a safe place, confidential and secure from all unauthorised persons, not writing down your email address with password and taking reasonable care to ensure that other people do not oversee or hear you using your personal account details. You must inform us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of your account details. You will immediately terminate the access rights of any user who ceases to act in an authorised capacity on your behalf for any reason, including, for example, because of a change in employment status. Where someone uses your account details to access your account, we will assume that they have authority to do so from you unless shown otherwise.
You shall be solely responsible for (i) updating your passwords for access to the GoCardless payment services periodically, and (ii) creating passwords that are reasonably 'strong' under the circumstances.
The User Details are the property of GoCardless and may be immediately revoked or terminated by GoCardless if you share the same with any third party, or otherwise breach the Contract.
GoCardless may make available to you its application programming interface ('API'), integration and user guides and software development kit ('GoCardless Documentation'). Where it does, you shall comply with the GoCardless Documentation in connection with the integration and use of APIs.
You are prohibited from interfacing with the GoCardless API in a way which GoCardless has stated is not permitted in the current version of the GoCardless Documentation or the publicly available documentation relating to the system.
Upon receipt of a payment order from your customer we will process the payment, by direct debit, for the amount that your customer has agreed to pay for the relevant goods and services in accordance with the GoCardless customer terms and conditions.
We transmit each payment order made through a GoCardless account to the customer's bank to enable the settlement of each direct debit to occur on the agreed due date as calculated in accordance with these terms. Once a customer has a GoCardless account and direct debit mandate set up, it usually takes a maximum of 3 business days for us to receive money from the customer's bank account. If they are setting up an account as part of the payment, it can take an extra 2-4 business days to set up their direct debit mandate.
Funds collected from your customer's bank will be received into an account separate from our main operating accounts and allocated to your name within the GoCardless payment system.
Any funds that we receive from your customers will be allocated to your GoCardless account immediately before being paid out as detailed in this Contract. By entering into this Contract you are providing us with a payment instruction requesting us to execute a payment order seven business days after every transaction. The amount of funds held within your GoCardless account attributable to that transaction will be transferred to the bank account that you have nominated for these purposes, after we have made any authorised deductions (see Deductions, payments and invoicing).
You are not entitled to, and will not receive, any interest in relation to funds that are associated with your account within the GoCardless payment system.
If for any reason you would like to cancel a payment from GoCardless account to you, you can do so at any time until the end of the business day before the day agreed to make the payment. You can cancel by notifying us by email to email@example.com or by phone using the contact details provided on the GoCardless website.
You agree to pay GoCardless the applicable fees relating to each payment processed by GoCardless as notified to you from time to time. Our fees consist of any funds which accrue on the funds relating to any particular payment together with the fees set out on the GoCardless website our pricing section. All fees are due immediately and are non-refundable, except as otherwise expressly noted herein. You authorise GoCardless to deduct the applicable fees in respect of each payment when the relevant payment is made and funds are transferred from your GoCardless payment account to your bank account.
In addition to the fees mentioned in the above paragraph, GoCardless may also deduct amounts that take into account the following when a payment is made from your GoCardless payment account to your bank account.
If you are using a service or product provided by another party (an 'Affiliate'), such as a software provider or referral website which facilitates your use of GoCardless, they may be due an additional fee (an 'Affiliate Fee') from you over and above our fee. If there is an Affiliate Fee, before you sign up to use the Affiliate's product or services, the Affiliate will notify you of any applicable Affiliate Fees. We will deduct Affiliate Fees from any sums payable to you and pay them to the relevant Affiliates.
Each time we make a payment to you, an entry for 'GoCardless' will appear on your bank statement along with a reference number that is specific to that individual payment transaction. You can log in to your account at any time on the GoCardless website to view a summary of the payments we have made to you.
If the amounts which we are entitled to deduct (as set out above) exceed the amounts you are due to be paid by GoCardless, we may invoice you the difference. The amounts set out in any such invoice are due immediately and payable no later than 14 days after the date of the invoice. Where the amounts which GoCardless is entitled to deduct only arise after the Contract has been terminated, such as a chargeback under the Direct Debit Guarantee which is only made after termination, GoCardless is still entitled to invoice such sums to you notwithstanding termination of the Contract.
Upon becoming aware of any unauthorised or incorrectly executed payment transaction involving funds connected with your use of GoCardless (including any fraudulent payments/attempted payments out of those funds to you or others), you must notify us by email to firstname.lastname@example.org or by phone using the contact details provided on the GoCardless website.
In relation to unauthorised payment transactions, you must contact us as set out above without undue delay and in any event no later than 13 months after the date of the relevant payment transaction from your account. Following any investigations that we may undertake, where you have notified us in the above circumstances we will immediately arrange for the refund of the amount of the unauthorised payment transaction to you and any related interest and charges. We will not be liable to make or arrange any further payments to you.
Where an unauthorised payment transaction is made using your GoCardless account you may be liable (up to a maximum of £50.00 unless you have acted fraudulently, have not used your GoCardless account in accordance with these terms and conditions either intentionally or otherwise through your fault, where you may be liable for greater sums) for any losses incurred as a result of:
However, except where you have acted fraudulently, you will not be liable for any losses incurred in respect of unauthorised payment transactions:
Occasionally, even the most cautious suppliers can become aware of acts by customers which may appear to be fraudulent, or connected with some other type of illegal activity, such as money laundering or terrorist financing. We ask that you notify us of any such suspicions or concerns that these types of issues may affect any payments to you by email to email@example.com or by phone using the contact details provided on the GoCardless website.
If you confirm to us that a payment from your account was incorrectly executed we will make immediate efforts to trace the payment transaction and notify you of the outcome. Where we are liable, we will (i) without undue delay refund the amount of the incorrectly executed transaction and restore the debited payment account to the state in which it would have been had the incorrectly executed payment transactions not taken place, or (ii) in the case of direct debit payment re-transmit the direct debit, unless in either case we can prove that the recipient's payment service provider (e.g. the recipient's banks) received the amount of the payment transaction, in which case the recipient's payment service provider is liable to the recipient for the correct execution of the payment transaction.
We are entitled to immediately suspend or withdraw your right to make payment transactions through your GoCardless account where we have reasonable grounds to believe that there may be a breach in the security of your account details, we suspect the unauthorised or fraudulent use of your account details or where we are required by law.
Where we decide to take the above action, we will write to you in advance informing you that we intend to do so and the reasons for our actions. Where this is not possible we will inform you at the earliest opportunity and in any event within the time that you would expect any payments that are made through GoCardless to be processed. We will not inform you where this would compromise our reasonable security measures or is otherwise unlawful. Where the reasons for our actions then cease to exist, we will then either reinstate your access to your GoCardless account or issue you with new account details as soon as practicable.
GoCardless does not condone the use of its system for certain purposes, as set out on our Restricted Activities page from time to time. If you engage or attempt to engage in those activities using GoCardless, we reserve the right to suspend or withdraw all or some of our services to you.
Your customer is entitled to cancel their payment instruction any time before 6pm on the business day two business days before the day agreed to take the payment from their bank account.
In the event that your customer cancels a payment as set out in the paragraph above GoCardless shall not be obliged to make payment to you in respect of the cancelled transaction. GoCardless will inform you (by making the information available when you log in to view your account or through the API) of any cancelled payment transaction as soon as reasonably practicable and in any event within 1 working day.
Payments received by GoCardless are made under the UK Direct Debit Scheme. In the event that any of your customers do cancel their direct debit mandate we will be unable to process any payments that your customers may have committed to pay you through GoCardless. We will not be obliged to pay you those sums, but will notify you of the cancellation as soon as practicable.
GoCardless cannot initiate refunds for transactions that are processed through the GoCardless system.
If your customer cancels their order with you, you must either (i) tell us not to take payment if we are not already processing the payment or (ii) arrange to refund your customer. You can ask us to process a refund for you. If you tell us that an order has been cancelled, we will tell your customer and any partner which was enabling the payment that you have advised the order has been cancelled.
This Contract will continue indefinitely until such time as either you or us terminate it in accordance with this section.
Without limiting any other rights or remedies:
For the purpose of this Contract, a party suffers an 'Insolvency Event' if:
On termination of the Contract for any reason:
Our relationship with you is governed by English law and the English courts shall have exclusive jurisdiction over any disputes relating or connected to it.
Should you have any concerns or complaints about the service we provide, please contact us in the first instance using any of the methods set out on the GoCardless website. We will work with you in order to understand your issue and work towards a swift resolution. More information about how we handle complaints is available on our website and can be provided to you on request.
If we are unable to resolve your issue to your satisfaction, you may be able to refer your complaint to the Financial Ombudsman Service. The Financial Ombudsman Service is a free and independent service which seeks to settle disputes between certain parties. You can find more information about the Financial Ombudsman Service on its website: http://www.financial-ombudsman.org.uk/.
These terms and conditions are in English and all correspondence will be in English.
Any changes to this Contract will be advised to you in writing, either to the email address or postal address that you have provided, no later than two months before the date on which they are to take effect. You will be deemed to accept these changes unless you notify us in writing before the changes are proposed to enter into force. In these circumstances you have the right to close your GoCardless account without incurring any charges or other penalties, though you will still be liable to make payments to us in respect of any monies owed to us.
Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
You represent and warrant that you have provided notice to, and obtained consent from, any customer whose Personal Data you supply to GoCardless. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals or for your providing outdated, incomplete, or inaccurate information. You are responsible for capturing and securing any Personal Data you need prior to submission to us for processing. GoCardless will use the Personal Data for processing the payment transactions requested by your customers. For the purposes of the Contract, 'Personal Data' shall have the meaning given to it by the Data Protection Act 1998.
For the purposes of this Contract, 'Force Majeure Event' means an event beyond the reasonable control of GoCardless including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of GoCardless or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
GoCardless shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents GoCardless from providing any of the Services for more than 4 weeks, GoCardless shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
We may assign our rights under this contract or subcontract our obligations under it to a third party. You may not do these things without our written consent, and you may not grant any security over this contract.
Any notice or other communication required to be given to a party under or in connection with this Contract shall be sent by e-mail or communicated by phone to an address or number used for any such communications by that party.
Any notice or other communication shall be deemed to have been duly received the next business day following the notice being communicated.
A waiver of any right under this Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
If a court or any other competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected. If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to this Contract shall not have any rights under or in connection with it.
If you have any queries or wish to discuss our services, please contact us in writing or by telephone as set out on the GoCardless website or by email at firstname.lastname@example.org.
We will contact you using the contact details you provided when you signed up to this service, or any updated details you have provided to us. It is your responsibility to update us with any new contact information, including any change in address. We will send any correspondence to the most recent email address or postal address that you have provided to us for your account and, therefore, you must advise us promptly of any change of your contact details in the interests of security (including name or address) and provide appropriate supporting evidence as required by us.