Terms and Conditions Pre May 2018
For Judopay customers prior to May 2018
These terms and conditions (the “Agreement”) govern the supply of the Service by Alternative Payments Ltd (Company number 07959933), also known as Judo, Judo Payments and/or Judo Pay, a company incorporated in England and Wales and having its registered office at 41 Luke St, London, EC2A 4DP, United Kingdom (“Judo” or “We”) to you (“User”, or “You”).
Judo is a specialised mobile commerce business providing services that facilitate credit and debit card payments using the Cardholder Device and who is willing to provide such services to User on the Terms and Conditions set out in this Agreement.
1. Definitions and interpretations
In this Agreement, the following terms shall have the following meanings:
1.1 Account: means User’s on-line account maintained by Judo where records of User’s Account Information are held.
1.2 Account Information: means (i) details of processed transactions, applicable fees, and available balance in respect of Transactions and (ii) the personal or business information, settlement bank details, Account details, password, details of User’s debit card and other login information of User that is provided by User and stored on the Account or otherwise provided to or made available to Judo.
1.3 Acquirer: means an organisation with which Judo has a contractual relationship, pursuant to which such organisation authenticates, authorises, and settles credit and/or debit card transactions, including refunds and chargebacks.
1.4 Affiliate: means, in relation to a company which is, on or after the date of this Agreement, its subsidiary or holding company, or a subsidiary of such holding company.
1.5 Card Issuer: means the organisation from which a Cardholder receives his/her Card.
1.6 Cardholder: means the customer of a User who wishes to execute a Transaction with a Card and whose name is written on the Card.
1.7 Card(s): means a plastic payment card that in its appearance, layout of its data, and protective components corresponds on the face and reverse side to the specifications of the relevant Card Scheme. The Card remains the property of the Card Issuer and is issued to the Cardholder for use. The Card is non-transferable.
1.8 Cardholder Device: means a device with voice data and/or Wi-Fi connectivity capabilities. Cardholder Devices may include but not limited to smartphones, mobile feature phones, tablet and desktop computers.
1.9 Card Scheme: means a worldwide incorporated body regulating and processing specific brands of Cards, namely: VISA, VISA International Inc., MasterCard, American Express and such other bodies or schemes as Judo may determine from time to time.
1.10 Card Scheme Rules: means the rules and regulations issued by the Card Schemes.
1.11 Chargeback: means the reversal of a Transaction in accordance with the Card Scheme Rules.
1.12 Confidential Information: means information that is designated as “confidential” or which by its nature is clearly confidential including any information relating to this Agreement; any one of the Card Schemes; Judo’s technology, technical processes, procedures, business affairs, finance and other proprietary knowledge, however any such information is conveyed or presented.
1.13 Consequential Loss: means consequential, incidental, special, indirect or punitive damages, or any loss of actual or anticipated profits (or any other economic loss), loss of data, loss of opportunity, loss of goodwill and loss of reputation, whether the claim in respect of such loss is made in contract or in tort or on any other basis, and whether or not such loss was foreseeable.
1.14 Developer Account: means an Account created with Judo for the purposes of building and testing a mobile application using the Services.
1.15 Developer Tools: means the application programming interface, sandbox, software development kits and other developer tools that help developers quickly add the Services to their merchant customers’ mobile application.
1.16 Fee(s): means the fee or fees as set out in Appendix A (as the same may be modified or updated from time to time) and to which you must agree during the registration process and which form an inseparable part of this Agreement.
1.17 IVR: means an interactive voice recording service used on a touchtone phone.
1.18 Losses: means actions, proceedings, damages, liabilities, claims, costs and expenses including fines, penalties, legal and other professional fees and expenses.
1.19 Marks: means the service marks, trademarks or registered symbols of any of the Card Schemes, Judo and/or any of Judo’s partners in providing the Service.
1.20 Overage fees: means fees charged for transactions in excess of the maximum transaction value per month in the Subscription fee model.
1.21 Parties: means Judo and User and “Party” shall mean either of them as the context requires.
1.22 Personal Data: means any information or data provided directly or indirectly to Judo during the course of applying for and/or using the Service.
1.23 Reserve: means a fixed amount or percentage of the funds held in User’s Account to cover any transaction reversals including but not limited to chargebacks and refunds.
1.24 Rolling Reserve: means a Reserve where a fixed amount or percentage of each transaction is held and then released at a later date on a scheduled basis.
1.25 Service: means any and all services that Judo shall provide to you under this Agreement, relating to the acceptance of Cards in relation to Transactions with Cardholders.
1.26 Software: means any software provided to User, by Judo, or used by Judo in fulfilling its obligations under this Agreement or otherwise including but not limited to the Developer Tools.
1.27 Transaction: means the payment made by a Cardholder using the Service for goods and/or services provided by User.
1.28 Website: means Judo’s website which you can visit at http://www.judopay.com
In this Agreement, subject to any express contrary indication:
(a) Words (including the definitions in this Section 1) importing the singular shall include the plural and vice versa;
(b) any reference to any gender shall include the other genders;
(c) any reference to a person shall be construed as including any person, firm, company, corporation, society, trust, foundation, government, state or agency of a state or any association or partnership (in each case whether or not having separate legal personality) of any two or more of these;
(d) any reference to this Agreement or any other agreement or document shall be construed as a reference to that agreement or document as it may have been, or may from time to time be, amended, varied, novated, replaced or supplemented;
(e) any reference to a Section shall be construed as a reference to a section of this Agreement;
(f) the rule known as the ejusdem generis rule shall not apply and accordingly:
(g) general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and
(h) any phrase introduced by the words include, including or in particular or any similar words or expression shall be construed as illustrative and shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;
(i) any references to in writing shall include any modes of reproducing words in a legible and non-transitory form;
(j) the table of contents and all headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement; and
(k) if User consists of more than one legal person (e.g., you are a partnership) each legal person has joint and several liability under this Agreement. This means all of you are together and individually responsible for any money owed to Judo under this Agreement and we may demand repayment from all and any of you for any monies owing under this Agreement. If the partnership ends, we may end this Agreement and if there is any dispute as to who is entitled to any funds we hold, we may retain such funds until we are satisfied that the dispute has been resolved.
2. Provision of the service
2.1 Judo will provide the Service to User on the terms and conditions of this Agreement (and any addendums or subsequent amendments and updates).
2.2 Judo may at any time revise or modify the Service. Judo shall always attempt to notify User of any changes. However Judo reserves the right to implement such changes with immediate effect to maintain the security of its systems or to comply with relevant laws, regulations or the Card Scheme Rules.
2.3 Judo will always do its best to ensure the Service is error and interruption free but cannot guarantee it will be free from errors or interruptions.
2.4 From time to time Judo will perform maintenance and upgrades of the Service, which may result in interruptions, delays or errors in the Service. Judo shall try to communicate any planned maintenance in advance, but cannot guarantee that such notification will always be provided. In addition, the Service may contain errors or “bugs” that may lead to interruptions and errors. User understands this and accepts that Judo may contact User in order to help User with the Service and also to request information needed to identify and remedy such errors.
2.5 User’s access to the Service is dependent on third-party services (such as mobile telephony services). User accepts that Judo shall have no responsibility for the performance of such third-party services.
2.6 The Services are made available to you subject to:
2.6.1 Any Software, upgrades or intellectual property relating to the Service not being copied, altered, sub-licensed or misused by you without Judo’s express written authorisation;
2.6.2 The Service not being used for illegal or improper purposes;
2.6.3 You following any and all reasonable instructions given by us.
3. Service use and transactions
3.1 Judo shall provide the User (via the Website) with a transaction history and further analysis systems, if applicable.
3.2 Judo shall provide the Software, technical infrastructure and the interface for the facilitation of payment processing via Judo’s partners. Judo is an agent of Acquirer. Judo may change its Acquirer from time to time. We reserve the right to require you to install or update any and all Software to continue using the Service.
3.3 As part of the Service, payments can only be carried out with Cards that are specified on the Website. The range of Cards that are accepted can be changed by Judo at any time and without notice. It is User’s responsibility to check the Cards specified on the Website from time to time.
3.4 User will not use Service for any activities that are prohibited by law or, at Judo’s sole discretion, are otherwise doubtful or deemed unacceptable by Judo (in its sole discretion) from a risk, compliance or reputational perspective, including those activities specified in Section 3.5.
3.5 User shall not use the Service to receive payment for any of the following goods and services: tobacco acquired through the Internet; any product or service related to pornography, including sex clubs, escort services, prostitution, magazines, videos or images with pornographic content and sex toys in cases where such products are the only products marketed; relate to time-sharing; are prescription drugs (unless User has all applicable authorisations for the supply of such drugs and such supply is made in accordance with applicable laws and regulations) or narcotics; relate to dating (including sex dating); are weapons; relate to gambling, betting, lotteries, bingo and other casino services (this does not apply to such gaming and lottery operations conducted in accordance with all applicable laws and authorised by all applicable regulatory authorities); relate to so-called “anonymity services”; relate to vouchers with a longer duration than 36 months; relate to virtual currency; relates to erotic dance or comparable services; telecommunication services; drugstores, pharmacies; direct marketing, travel related arrangement services; direct marketing, outbound telemarketing merchants; direct marketing, continuity/subscription merchants; direct marketing/direct marketers, not elsewhere classified; buyers’ clubs/membership clubs; financial services including payday loans, PPI claims, credit counselling or credit repair services; credit protection/identity theft protection; infomercial merchants; multi-level marketing businesses; outbound telemarketers; rebate-based businesses; investment opportunities (such as stock market, get rich quick schemes) and/or upselling merchants.
User shall not use the Service to receive payment for any of the following goods and services if they wish to accept American Express: travel industry (including air travel, cruise line, car rental, lodging, travel tour operators); telecommunications (including wireless, cable, satellite, wireline, ISP); payment service providers (except to the extent the entity itself sells goods to which it has title).
3.6 Judo shall at its sole discretion decide whether User’s use of the Service shall be deemed attributable to any of the products or services listed in Section 3.5 and therefore prohibited in accordance with the Terms and Conditions of this Agreement. User shall not in any way incorrectly identify the relevant good or service sold pursuant to a Transaction or in any way attempt to mislead any other party as regards the subject matter of each Transaction.
3.7 User will not accept Transactions which are not directly undertaken between User and the Cardholder.
3.8 User shall not (i) apply a price threshold for accepting a Card or (ii) make cash deductions during the Transaction. You must not discriminate against the use of Cards in any other way. User must not impose excessive fees or charges on a customer who wishes to use an eligible payment card. Any fee or charge must be limited to reflect User’s costs for the use of the payment card with the Services. User must inform the customer of any such charge before the payment transaction is initiated.
3.9 User may not use the Service to carry out Transactions with Cards belonging to User or registered in User’s name. User must not process Transactions on behalf of a third party. The Service is available only to people or entities who would use the Service for the purposes of selling goods and/or services in the course of their business. The Service must not be used for personal, family or household purposes.
3.10 User agrees that from the time that the User’s Account is activated, until the account with Us is terminated, Judo may identify the User as a Judo Customer or Merchant. Neither User nor Judo will imply any untrue sponsorship, endorsement or affiliation between User and Judo.
3.11 User is responsible for the security of data on your mobile application, servers, or otherwise in your possession. User agrees that at all times User shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable.
3.12 When using the Services it is the User’s responsibility to obtain Cardholders’ consent to be billed, or their consent to have their payment card charged, in compliance with any and all applicable legal requirements and Card Scheme rules.
3.13 When using the Services it is the User’s responsibility to obtain Cardholders’ consent to access, use and protect their data.
3.14 User grants Judo a lien and security interest in the User’s Account and all funds therein. This is to ensure performance of User’s obligations under this Agreement and any other current or future agreements between User and Judo including without limitation your obligation to pay any amounts due and owing to us. You will execute, deliver and pay any fees or charges for documents or other information which we request in order to maintain and enforce this security interest.
3.15 User will not process more than £100,000.00 (one hundred thousand pounds sterling) annually (based upon the date its Account is approved).
3.16 In order to use the Service, User must create an Account with Judo. User is obliged to provide accurate and complete information, and if such information changes, User agrees to promptly notify Judo of all relevant changes by updating User’s Account. If any information is or becomes inaccurate or incomplete, Judo has the right to terminate the Account and cancel User’s access to the Service.
3.17 User will receive notification of a Transaction successfully completed by SMS to User’s registered mobile phone and/or by server notification. If User does not receive explicit confirmation of a Transaction by either SMS or server notification, a Transaction is not deemed complete, you must not continue to process the Transaction, and Judo will not be liable for any Losses to User.
3.18 If a User receives notification of an unrecognised Transaction, User must notify Judo immediately. Failure to notify Judo of an unrecognised Transaction could result in termination of Service and/or this Agreement by Judo.
3.19 User’s ability to access the Service may require a Cardholder Device and is dependent on services received by User from a third party telecommunication provider. User is solely responsible for any fees charged by such third parties.
3.20 It is User’s responsibility to ensure that User’s Account Information, including Account details, password, and other login information is kept secure and undisclosed to others.
3.21 User will promptly supply such information in respect of itself and its performance of and obligations under this Agreement as may be requested by a Card Scheme, Judo or Acquirer from time to time.
4.1 Judo will register the amounts received by Judo in its client bank account pursuant to the Transactions carried out through the Service on User’s Account (after deduction of the Fees) and following receipt of instructions from User pursuant to Section 4.2 procure the transfer of such amounts to the bank account designated by User in User’s Account. User’s Account Information shall be registered on a central server at Judo’s location in England. Prior to payment to User, an amount equal to the balance on the Account shall, on behalf of User, be kept separated from Judo funds (but together with the amounts held on behalf of other Users) in a designated client account in a bank in accordance with the applicable law. Judo has the sole authority over the establishment and maintenance of all accounts which it selects for the above purposes. User shall not be entitled to receive any interest on funds held in the client account and any such interest may be retained by Judo.
4.2 To effect Settlement User must log in to its Account via the Website and request transfer of funds held by Judo pursuant to Transactions carried out through the Service.
4.3 Judo reserves the right to withhold funds received and credited to a User’s Account on behalf of User (pursuant to Section 8 or otherwise) to the extent that it is necessary for Judo to complete any on-going investigation or to resolve an on-going dispute or if required by law or by court order or otherwise requested by an applicable regulatory body or law enforcement authority or other governmental entity.
4.4 Judo reserves the right to set Rolling Reserves and/or guarantees on funds held in User’s Account insofar as Judo determines is necessary to protect against any risk associated with User’s account or for any other reason deemed necessary at Judo’s sole discretion. Judo may change the terms of the Rolling Reserve and/or guarantee at any time and Judo will notify User of any such change.
4.5 Judo is not liable for funds which, due to User’s incorrect information, have been paid to a bank account other than User’s.
4.6 If User’s Account has been inactive for a period of twelve months, Judo will give one month’s notice before suspending the Account.
4.7 If the Account has been inactive for a period of two (2) years and there is a balance on the Account, Judo will notify User and give User the opportunity to keep the Account active or withdraw funds. If there has been no response in thirty days from date of communication Judo will close the Account and the retention of any funds will thereafter be subject to applicable laws and to the extent so permitted shall be assumed by Judo.
4.8 In order to protect User’s Account information from accidental loss and unauthorised access, Judo has implemented and shall follow the globally recognised account data protection security standards PCI-DSS (www.pcisecuritystandards.org), which includes requirements on governance, policies, procedures, network architecture, software and other critical measures. Judo however cannot guarantee that unauthorised third parties never will be able to circumvent these security measures, or use Account Information for improper purposes. User acknowledges that User provides the information and utilises the Account at User’s own risk.
5. Card scheme compliance
5.1 At all times during the term of this Agreement, User agrees to comply with all applicable Card Scheme Rules, as such rules may be modified by the Card Schemes from time to time. User is responsible for staying informed of changes to such rules and maintaining compliance at all times. Summaries of the Card Scheme Rules are available on the Website.
5.2 The Card Schemes and/or Acquirer have the right to enforce any provisions of the Card Scheme Rules and to prohibit User and/or Judo from engaging in any conduct any Card Schemes or Acquirer deem could injure or create a risk of injury to the Card Scheme or Acquirer, including injury to reputation, or that could adversely affect the integrity of the interchange system and/or the Card Scheme or Acquirer’s confidential information. User agrees that it will not take any action that could interfere with or prevent the exercise of this right by the Card Schemes and/or Acquirer.
5.3 User acknowledges and agrees that the Card Schemes are the sole and exclusive owners of their respective Marks and User shall not contest the ownership of such Marks for any reason. Card Schemes may at any time, immediately and without advance notice, prohibit User from using any of their respective Marks for any reason.
6. Receipts and refunds
6.1 Receipts are only provided by Judo electronically for Users using the IVR. These receipts may include push notifications, email or SMS. At User’s request, a duplicate receipt can be sent to User’s designated email account or mobile phone. All other Users will be responsible for providing Cardholders with a receipt.
6.2 User agrees the electronic receipt provided by Judo is sufficient for customers to present proof of payment and request a refund. All other Users will be responsible for providing Cardholders with a receipt in line with the requirements of the Card Schemes.
6.3 Any negative balance on User’s Account resulting from a refund shall be debited by Judo from User’s debit card or designated bank account.
6.4 If a signup fee is collected at the time an account is created, the signup fee will be refunded only if the merchant requests this within 7 calendar days of the Account being created.
7. Payment terms
7.1 Use of the Service is subject to certain fees as set out in Appendix A and are updated from time to time. All Fees are inclusive of VAT and other taxes and duties. Judo has the right to amend the Fees at its discretion after providing User with thirty (30) days’ notice by inclusion in a message on your invoice or on the Website. The current Fees (other than any set-up fees for the Service) are set out in Appendix A hereto. Alternative pricing agreements, if in place with an individual User, supersede the Fees set out in Appendix A.
7.2 Judo is entitled to debit from the outstanding balance of a User’s account the total of all and any claims that Judo may have against the User subject to this Agreement.
7.3 You agree that you are responsible for any penalties or fines imposed on Judo or directly to you by any card issuer or financial institution as a result of your activities.
8. Chargebacks, disputed transactions and suspicious transactions
8.1 Any amount attributable to a Transaction can be debited from User’s Account, or if such amount has been paid to User already then reclaimed from User (either such action constituting a “Chargeback”) if the Transaction (i) is disputed in any way (including in relation to the non-supply of the goods or services supplied or their failure to meet required standards), (ii) for any reason is reversed by the relevant Card Scheme, Acquirer, the Cardholder or the Card Issuer, (iii) is not authorised or Judo has reason to believe that the Transaction is not authorised, or (iv) is alleged to be illegal, fraudulent, questionable or in violation of the terms of this Agreement or the Card Scheme Rules.
8.2 For each Transaction which Judo considers may result in a Chargeback, Judo has the right to withhold an amount equal to the likely amount of the Chargeback in the Account pending determination of whether a Chargeback is appropriate. In relation to any Chargeback, Judo may also debit from a User’s Account or claim from User, an amount equal to any fees or fines charged by any Card Scheme or Acquirer which are related to the Chargeback or Chargebacks related to User generally.
8.3 If there are insufficient funds in the Account to cover any Chargeback, Judo shall be entitled to charge User’s debit card or designated bank account for the amount of the Chargeback (including Judo’s expenses and fees associated with the Chargeback, and any fees and fines referred to in Section 8.2). In the event that payment cannot be taken from User’s debit card or designated bank account (for whatever reason) User shall immediately reimburse Judo for such amount. Failure to reimburse Judo for such an amount within seven (7) calendar days may result in court proceedings being initiated against the User to recover the amount owed, inclusive of interest, court fees and solicitor costs
8.4 If Judo consider that Chargebacks on User’s Account are too frequent, Judo reserves the right to conduct inspections or impose conditions to govern the Account, including without limitation (i) establishing new fees for the processing of Transactions, (ii) asking for a reasonable reserve amount to cover future potential Chargebacks and related fees or fines, (iii) limiting the right of User to withdraw monies from the Account and (iv) terminating this Agreement and/or terminating the Service.
8.5 User agrees to, at Judo’s request, assist Judo in verifying any Transactions carried out through the Service. Judo may request necessary information from User in order to dispute a Chargeback. Your failure to provide any such requested information promptly may result in an irreversible Chargeback.
8.6 User must provide such reasonable assistance as we may require for the prevention and detection of money laundering or any other fraudulent or criminal activity. We shall, if we see fit, be entitled to suspend the processing of, or withhold payment of, or, in the event we have already credited your Account, debit such Account with, an amount equivalent to the value of any Transaction pending completion of our investigation, for instance where we have reasonable suspicion of a breach of this Agreement or money laundering or any other fraudulent or criminal activity. We may retain such amount until we have concluded our investigations. User agrees our fraud investigators or persons acting on our behalf may attend and have access to your trading premises and business records without prior notification.
9. Licence; Restrictions
9.1 Judo grants to User a personal, non-exclusive, royalty free, non-transferable licence to use the Software and the right to use any other of Judo’s Mobile Application, Software and Internet-based services required to use the Service. Judo grants User the right to download and install updates to the Service as made available to User by Judo from time to time.
9.2 User shall not obtain title, copyrights or any other proprietary right to any Software. At all times, Judo or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. User shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. User’s use of such Software shall be limited to that expressly authorised by Judo. Our suppliers are intended third party beneficiaries of this Agreement to the extent of any terms herein pertaining to such suppliers’ ownership rights and such suppliers have the right to rely on and directly enforce such terms against you.
9.3 Open Source: Certain of the Developer Tools have been (and in the future may be) released by Judo under an Open Source licence and are or will be subject to the terms of the applicable Open Source licence. User is responsible for complying with the terms of any Open Source licences required to use the Service.
10. Judo’s liability for the service
10.1 Subject to the terms of this Agreement, Judo shall be responsible for ensuring that the Transactions carried out through the Service are executed properly. Judo shall not be liable for (i) ensuring that the Service is available at all times to carry out Transactions, or (ii) unauthorised access to or use of Account information stored on Judo servers.
10.2 In the event Judo becomes aware that an unauthorised person has, or has had, access to Account information stored on Judo servers, Judo shall inform User of this and, to the extent possible, provide details of what information has been disclosed.
Judo shall not, under any circumstances, be liable to User or any other party for Consequential Loss. This paragraph does not include or limit in any way Judo’s liability for: (i) death or personal injury directly attributable to our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it would be unlawful for Judo to exclude or attempt to exclude Judo’s liability.
User will indemnify, defend, and hold Judo and its Affiliates harmless (and its and their respective employees, directors, agents, affiliates and representatives) from and against any and all Losses arising out of any claim that arises out of or relates to: (i) any actual or alleged breach of User’s representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of the Card Scheme Rules; (ii) User’s wrongful, fraudulent or improper use of the Service; (iii) any Transaction submitted by User through the Service (including without limitation any claim or dispute arising out of products or services offered purchased from User using cards processed by Judo); (iv) User’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (v) User’s violation of any applicable law; (vi) any third party’s access and/or use of User’s Account and (vii) any reporting of User by Judo pursuant to Clause 13.
13. Processing of personal and other data
13.1 Judo provides a service to make User’s payments easier and safer. To do this, Judo processes personal and other data about User, Cardholders and User’s use of the Service (“Data”). Judo processes Personal Data (as defined in the UK Data Protection Act 1998 (as amended or replaced from time to time)) (the “DPA”) in accordance with, and to the extent applicable, the provisions of the DPA.
13.2 Judo’s Privacy and Cookies Policy (the current version of which is available on the Website) is incorporated into this Agreement. This Privacy and Cookies Policy may be amended from time to time. User’s continued use of the Service will be an express indication of User’s acceptance of the Privacy and Cookies Policy in force at that time.
13.3 The reason why Judo processes Data is to fulfil laws and regulations stating that Judo needs to know its Users to ensure that the Service is not inadvertently supporting criminal activity. Judo also has its own interests, as well as commitments towards banks and other partners, to be able to thoughtfully manage the risks of fraud and other misuse of the Service. This requires that Data to be collected and processed. In order to process Data Judo needs to obtain consent from User that the processing is accepted. User decides whether Data shall be submitted to Judo and Judo will not process any Data before User has consented to processing under this Agreement. However, please note that User’s consent to the processing of Data is a prerequisite for the use of Judo’s services. Alternative Payments Ltd of 41 Luke St, London, EC2A 4DP, UK, United Kingdom, Company registration no. 07959933 is the data controller to the extent applicable under the DPA.
13.4 User consents to the following categories of Data being processed by Judo: (i) basic data, such as name, address, email address and telephone number; (ii) other data submitted by User, such as logins, personal identity number or company registration no., bank account numbers, other bank information, and all other data submitted to Judo websites and/or Software and/or by other means submitted to Judo and (iii) Data relating to Transactions carried out through the Service, such as amounts, description of the Transactions, number of items, unit price for the commodity, any discounts, GPS position at the time of the Transaction, details of the hardware used on the Transaction date and other technical data associated with the Transaction. Examples of technical data but not limited to being processed are the device model, operating system version, IP address or other unique identifier of a computer, mobile phone or other device used to use the Service. When logging on to the Website or the Software, data is also processed regarding User’s navigation on the Website or the Software, data regarding browsers and operating systems, and data regarding time spent and activities performed on the Website or the Software. In cases where User contacts Judo, by mail, email, telephone or otherwise, Judo will also process data related to the content and purpose of the contact with Judo.
13.5 Following registration by User and depending on the potential risk of User as determined by Judo at its sole discretion, Judo may from time to time verify User’s identity and obtain a credit report on User by searching User’s record at various credit reporting agencies. Judo will thus process address information and credit information (e.g. data of any credit history, census data, risk group classification data, risk forecast data, data on credit limits and such similar data) collected from such agencies. The agencies will add to User’s record details of Judo’s search and this will be retained by the agencies and seen by other organisations that make searches. These records will be used by them and by Judo to help make decisions about credit and credit related searches and to trace debtors, recover debt, prevent money laundering and fraud and to manage User’s Account. Judo will use a credit scoring or other automated decision making system when assessing User’s access to the Service. It is important User gives Judo accurate information. Judo will check User’s details with fraud prevention agencies and if false or inaccurate information is provided and fraud identified, details will be passed to fraud prevention agencies. This information may be used and accessed by law enforcement agencies. Judo and other organisations may also use and access this information to prevent fraud and money laundering, for example when (i) checking details on applications for credit and credit related or other facilities; (ii) managing credit and credit related activities; (iii) recovering debt. Judo and other organisations may access and use from other countries the information recorded by fraud prevention agencies. Please contact Judo at email@example.com for the details of the credit reference agencies and fraud prevention agencies which Judo uses.
13.6 The purpose of the processing of Data is to verify submitted information during decision-making, to administer and fulfil agreements, for risk management and credit assessment purposes, to prevent credit card fraud, to manage and validate claims, for marketing purposes (e.g. to distribute newsletters, promotions and advertising to User’s email address and/or User’s mobile phone by SMS, MMS or other similar communication systems, customise the content of advertisements and promotions that Judo offer User, to improve the Service or to contact User regarding the use of the Service), for method- business – and product development purposes (e.g. to study how the Service is used) and to fulfil Judo’s legal obligations. Data may also be processed for direct marketing purposes. The Data may be transferred outside the European Economic Area, including to countries without data protection laws similar to those within Europe.
13.7 Data may be disclosed to Judo’s suppliers, Judo’s Acquirer and/or Card Schemes, to the authorities and to other banks and financial institutions to the extent necessary to enable Transactions to be carried out, handled or examined.
13.8 We may use your personal details and the Data to give you information about products and services available from ourselves and other members of our group company, which may be of interest to you. If personal information is passed on, it is only such information as would allow them to contact you, by telephone, email, post, mobile messaging and other means. User may instruct Judo not to process your personal data for marketing purposes by email to the following address at any time firstname.lastname@example.org
13.9 Judo stores Data for the period which is the longer of (i) seven years from the end of the calendar year when the consent to processing was granted by User, (ii) seven years from the end of the calendar year during which the last Transaction was carried out using the Service, or (iii) seven years from the end of the calendar year when User last logged into User’s Account through the Website or the Software.
13.10 User consents that Judo shall process Data in accordance with the terms and conditions of this Agreement. User may at any time withdraw its consent to the processing of Data by contacting Judo through the Website. User is aware that such withdrawal of consent may lead to the termination of this Agreement in accordance with Section 19 below.
13.11 It is User’s responsibility to obtain Cardholder authorisation to share Transaction and Cardholder Device data with Judo.
14.1 Except as provided in Clause 14.2 a Party shall not assign, transfer, create any encumbrance in or over, or deal in any other manner (or purport to do any of these things) with this Agreement or a right or obligation under this Agreement without having first obtained the other Party’s written consent.
14.2 Judo shall be entitled to assign its rights under this Agreement to any other person.
14.3 This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and their permitted assignees. Subject to and upon any succession or assignment permitted by this Agreement, any successor or permitted assignee shall in its own right be able to enforce any term of this Agreement in accordance with its terms as if it were in all respects a Party, but until such time, any such successor or permitted assignee shall have no rights whether as a third party or otherwise.
15. Service adjustments and agreement amendments
15.1 From time to time, we may adjust the content and interfaces of the Service, make changes to the Service which are necessary to comply with any applicable law or Scheme Rules, or make changes which do not materially affect the nature or quality of the Service. If such adjustments or changes lead to a material change in Software, the Website or operating procedures, we shall notify you as soon as reasonably practicable prior to the implementation of such adjustments or changes.
15.2 Judo has the right, from time to time, to make additions and amendments to this Agreement. User shall be informed of proposed amendments or additions that have a material impact on this Agreement no later than sixty (60) days before their entry into force. If User does not accept the amendments or additions so advised to it, User is entitled to terminate this Agreement as set out in Section 19. If User has not informed Judo that User does not accept proposed amendments or additions before the date of their entry into force, User is deemed to have accepted them.
15.3 Notwithstanding Clause 15.2 Judo shall have the right to immediately adopt amendments to this Agreement (including price changes) required by applicable law, by the Card Schemes Rules, and if we suspect or try to prevent fraud.
15.4 User agrees to comply strictly with the terms and conditions of this Agreement in connection with each Transaction and to comply with all applicable Card Scheme Rules. Judo is responsible for the card acceptance policies and procedures of User.
Each Party shall treat as confidential all Confidential Information obtained from the other Party pursuant to this Agreement and disclose to any person such Confidential Information, save where required to be disclosed by a court of competent jurisdiction, applicable law or regulation.
17. No warranties
THIS AGREEMENT IS A SERVICE AGREEMENT. JUDO DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO USER OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY, INCLUDING ACQUIRER.
18. Relationship/no liability
USER ACKNOWLEDGES AND AGREES THAT ITS RELATIONSHIP IN CONNECTION WITH THIS AGREEMENT AND IS WITH JUDO AND NOT ACQUIRER OR ANY OTHER PARTY. ACCORDINGLY, USER SHALL SEEK NO RECOURSE AGAINST ACQUIRER OR ANY OTHER PARTY, AND NEITHER ACQUIRER NOR ANY OTHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO USER, FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SERVICES PERFORMED HEREUNDER.
19. Events of default/termination
19.1 In addition to its other rights set forth in this Agreement, Judo may terminate this Agreement immediately or suspend the Service without notice if any of the following events shall occur (each an “Event of Default”):
19.1.1 User is a partnership and the partnership ends;
19.1.2 User is an individual and dies;
19.1.3 A change of control of User occurs or User’s business changes;
19.1.4 Upon commencement of bankruptcy or insolvency proceedings by or against User;
19.1.5 Withdrawal of consent by User to process data pursuant to Clause 13;
19.1.6 Irregular Card sales by User, excessive Chargebacks, noncompliance with any applicable data security standards, each as determined by Judo in its sole discretion, or an actual or suspected data security breach, or any other circumstances which, in the sole discretion of Judo may increase the risk exposure of Judo or Acquirer or otherwise present a direct or indirect financial or security risk to Judo or Acquirer;
19.1.7 A violation by User of any applicable law or Card Scheme Rule or Judo’s belief that termination of this Agreement or suspension of Service is necessary to comply with any applicable law or regulation; or
19.1.8 User processes or attempts to process more than £100,000.00 (one hundred thousand pounds sterling) annually (commencing upon the date its Account is approved).
19.2 Further, this Agreement may be immediately terminated by Judo upon the termination of Judo’s agreement with Acquirer, and will automatically and immediately terminate with respect to a particular Card Scheme if Judo is de-registered by such Card Scheme, Acquirer ceases to be a member of such Card Scheme, or if Acquirer fails to have a valid license to use such Card Scheme’s Marks.
19.3 The Card Schemes often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, User acknowledges that Judo may be required to report User’s business name and the names and other information regarding its principals to the Card Schemes or to Acquirer for inclusion on such list(s). User expressly agrees and consents to such reporting if it is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by a Card Scheme.
19.4 The termination of this Agreement will not affect any actual or contingent liabilities or claims of any Party which accrue before this Agreement ends including, but not limited to, any liability on User’s part in respect of Chargebacks or any other amounts due hereunder (even if such Chargebacks or other amounts arise after termination).
19.5 Upon termination of this Agreement Judo shall pay any amounts owing to User following deduction of any Fees and any other amounts that may be withheld by Judo pursuant to the terms of this Agreement. Upon expiration, User shall no longer be entitled to use the Service and the licence granted by Judo pursuant to Section 9.1 shall immediately expire.
19.6 Sections 4.3, 11 to 14 and 16 to 25 (inclusive) of this Agreement will continue to apply following the termination or expiration of this Agreement for whatever reason.
Attention: Customer Service, Alternative Payments Ltd
41 Luke St
21. Entire agreement
21.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter.
21.2 Each party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of this Agreement at any time before its signature (together “Pre-Contractual Statements”), other than those which are set out in this Agreement.
21.3 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
21.4 Nothing in this paragraph shall in any way exclude or restrict the liability of either party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.
If a Party fails to pay any amount payable by it under this Agreement, it shall immediately on demand by the Party to whom the payment was due to be made, pay interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate equal to 2% above the base rate from time to time of Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly.
23. Third party rights
Save as otherwise expressly provided, a person who is not party to this Agreement shall not have any rights under or in connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Except where this Agreement expressly requires a Party to reasonably (including any provision which does not allow a Party to unreasonably withhold its consent or approval), a Party may exercise any discretion given to it under this Agreement in its absolute discretion and the exercise of that discretion shall not be challengeable on grounds that the Party did not exercise its discretion fairly or reasonably and shall not be subject to the dispute resolution procedures in this Agreement.
25. Governing law and jurisdiction
25.1 This Agreement and any disputes or claims arising out of or in connection with its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the English law.
25.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).
Installing Applications on your Judo Account
These terms only apply to you if you authorise another application to connect to your Judo Account.
By authorising another application to link to your Judo Account, you agree to be bound by these Judo Acquire User Terms as well as the above Agreement. You specifically agree as follows:
Application Permissions: By authorising an application to link to your Judo Account (a “Partner Application”) you are authorising Judo to permit the Partner Application to (a) access your Judo Account data, (b) create charges in your Judo Account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from transactions occurring in connection with the Partner Application (“Partner Fees”). Any Partner Fees will be in addition to Judo’s own Fees.
Duration: Once you have authorised a Partner Application it will continue to have access to your Judo Account and be authorised as described in these Judo Acquire User Terms until you specifically withdraw your authorisation by changing your settings by contacting Judo.
The fees listed below only apply where there is no alternate pricing agreement in place and for Visa, MasterCard and American Express transactions. Fees are separated between Accounts set up directly with Judo (“Standard”), those set up through 3rd parties (“Marketplace”) and Accounts branded as ‘MobilePay’. Alternate pricing agreements are agreed to separately and replace the fee structure in Appendix A below.
Accounts set up directly with Judo after Jan 25, 2016 (‘Standard’)
Fees Schedule – Visa and MasterCard:
Transactions: 1.4% + £0.20 per successful transaction
Settlement Fee: £0.25
Fees Schedule – Visa, MasterCard and American Express:
Transactions: 1.4% + £0.20 per successful transaction
Settlement Fee: £0.25
Monthly Fee: £50
Accounts set up directly with Judo after Nov 1, 2013
Fees Schedule – Visa and MasterCard:
Transactions: 2.4% + £0.20 per successful transaction
Settlement Fee: £0.25
Fees Schedule – Visa, MasterCard and American Express:
Transactions: 2.4% + £0.20 per successful transaction
Settlement Fee: £0.25
Monthly Fee: £50
Accounts set up through 3rd party intermediaries (‘Marketplace’)
Fees Schedule – Visa and MasterCard:
Transactions: 2.2% + £0.15 per successful transaction
Settlement Fee: £0.25
Fees Schedule – Visa, MasterCard and American Express:
Transactions: 2.2% + £0.15 per successful transaction
Settlement Fee: £0.25
Monthly Fee: £50
Fees Schedule – MobilePay powered by Judo
Transactions: 2.9% + £0.29 per successful transaction
Settlement Fee: £0.25