Terms and Conditions

Last Updated: February 2023

Trustist Limited provides services under the trading names of “TrustistTransfer”, “TrustistEcommerce” and (hereinafter collectively referred to as (“Trustist”). Trustist provides a subscription service that allows those who purchase our subscription services (“Merchant”) to generate a QR code over the internet when facilitating payments from a third party (“End-User”) through our platform “End-User” means the individual seeking to make a payment by using a QR code which has been generated for them by the Merchant. For the purposes of these Terms of Use, reference to “subscription service” “subscription plan” “membership” or “package” have the same meaning. “QR code” relates to the generation of a QR code, generation of a PayLink, programming of an NFC fob or any other method that we may make available.

These Terms of Use apply to any use of Trustist’s Services in accordance with clause 1.0 below. For the purpose of these Terms of Use, reference to use of “our service” or “the service” or “Trustist’s services” (“Services”) shall refer to the service mentioned in accordance with clause 4.0 of these Terms of Use. Please read these Terms of Use carefully before you start to use our Services. By using our Services, you are indicating that you have read these Terms of Use and agree to be bound by them. If you do not agree with all of these Terms of Use, you are not permitted to access or use the services provided through the purchasing any subscription package, or software associated with our services.

Any reference to “Third Party Services” means the relationship between our Merchants and the End-User.

1. HOW OUR SERVICE WORKS

1.1 Trustist will provide the following services:

1.2 The Trustist platform which enables the Merchant to generate a QR code to share with End-User, allowing the End-User to make a purchase from the Merchant.

1.3 In addition to that set out in 1.2 above, The End-Users will have access to a shareable payment link (PayLink) and a near-field communication (NFC) tag though which they can make payments.

1.4 Such QR code, upon authorisation by third party, shall enable the payment initiation request to End-User’s bank.

1.5 Through the platform, the Merchant will then be informed of the completion of the payment initiation services after such information is received from End-User’s bank.

1.6 Invoicing and any other services as offered by TrustistTransfer and used by the Merchant.

1.7 Dashboard or report of invoices and payments initiated on Platform and their status.

2. OUR PACKAGES AND PRICING

2.1 Merchants can sign up for one of three subscription packages as set out in the table below.

Package	Starter (trial period)	Silver	Gold
Monthly subscription fee (£)	£1.00	£2.99	£9.99
% fee per transaction	Fixed rate of £0.20 per transaction up to 5 transactions, chargeable in advance i.e., £1 plus VAT included in subscription fee.	0.39%	0.29%
Minimum fee per transaction	n/a	£0.19	£0.09

Transaction Fees are subject to a minimum £1 spend.

2.2 Starter Package. Merchants will be able to trial our services for a fee of £0.20 per transaction for up to 5 transactions. After the fifth transaction is made, the trial of our services will end and Merchants will be given the option to upgrade to either the Silver or Gold package in accordance with the terms set out in clause 2.1.

2.3 In order to use our service, you will need to have an internet connection.

2.4 Our service is provided through a progressive web application; you will therefore need to have access to a web browser.

2.5 You must also provide us with a suitable Method of Payment. “Method of Payment” means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Without cancelling your membership in accordance with clause 3.0 prior to the start of the next billing cycle, you will be charged the membership fee for the next billing cycle automatically.

2.6 You will be notified before the commencement of your next billing cycle.

2.7 Each subscription plan may have differing conditions and constraints. You can find specific details regarding your Trustist membership at 2.8a, 2.8b and 2.8c.

2.8 We offer three categories of subscription package, hereinafter referred to respectively as “Starter package”, “Silver Package” and “Gold Package”.

a) Starter Package

i. Under this starter package, the following apply and are included:

ii. 5 transactions

iii. No minimum contract length

iv. Settlement of fees is upfront

v. The option to upgrade to either the Silver or Gold package

vi. Receipts

vii. Immediate settlement via faster payments

b) Silver Package

i. Under this subscription package, the following apply and are included:

ii. 12-month minimum contract length

iii. Unlimited dynamic QR codes

iv. Settlement of transaction fees weekly, subject to a minimum of £1

v. Trustist Reviews starter account

vi. Receipts

c) Gold Package

i. Under this subscription package, the following apply and are included:

ii. 12-month minimum contract length

iii. Unlimited dynamic QR codes

iv. Settlement of transaction fees fortnightly, subject to a minimum of £1

v. Trustist Reviews full account at a 50% discount

vi. ESG payments

vii. Receipts

3. BILLING AND CANCELLATION

3.1 Billing Cycle. The membership fee for the Trustist Services you have signed up for will be charged to your Payment Method on the specific payment date indicated on the TrustistTransfer Progressive Web App. It is possible for your payment date to vary in certain circumstances, if for example you upgrade your subscription plan your billing cycle will commence from the date of upgrade.

3.2 Sub-accounts. In the case of sub-accounts, any amendments made, including adding or removing sub-accounts, will result in the renewal of your billing cycle and your contract. For example, if you add a new sub-account for an additional location of your business, your contract period will refresh from that date. By adding or removing a sub-account you are committing to a new minimum length contract.

3.3 Payment Methods. To use our service you must provide a valid method of payment (“Payment Method”). You remain responsible for any and all uncollected amounts. We reserve the right to terminate your use of our services in accordance with clause 3.7.

3.4 Updating your Payment Methods. You can update your Payment Method by going to the TrustistTransfer Progressive Web App.

3.5 Cancellation. You can cancel your Membership at any time, and you will continue to have access to our service through the end of your billing period. Billing period means the entire length of your subscription package.

3.6 Payments are non-refundable and we do not provide refunds or credits for any partial membership periods. To cancel, go to the TrustistTransfer Progressive Web App and if you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close please see the TrustistTransfer Progressive Web App.

3.7 Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.

3.8 Termination. We may terminate or suspend access to your use of our services or your ability to access our Platform in whole or in part, at our sole discretion, for any or no reason, and without notice or liability of any kind. Any such termination or suspension could prevent you from accessing our services, our Platform and/or any other related information.

3.9 Effect of Termination. Upon termination pursuant to clause 3.7, you will be liable for the remainder of payments left under the terms and length of your subscription package.

4 OUR SERVICE AGREEMENT WITH TOKEN

4.1 These terms and conditions are subject to the following service agreement between:

4.2 Token GmbH, a company registered in Germany under number 217765 b (“Supplier EEA”).

4.3 Token.io Ltd., a company registered in England and Wales under number 10143662 (“Supplier UK”).

4.4 (hereinafter collectively referred to as the “Supplier”) and

4.5 Trustist Ltd, (hereinafter referred to as the “Client”)

4.6 Supplier UK is authorised by the UK’s Financial Conduct Authority to provide Payment Initiation Services (PIS) and Account Information Services (AIS). The Client and Supplier enter into this agreement so that End Users whose Account Servicing Payment Service Provider (ASPSP) is located in the UK may use PIS or AIS.

4.7 For the purposes of undertaking a regulated activity (as defined by applicable Law) in the context of this Agreement, the Supplier is the relevant entity which is subject under law of the UK, to the laws, rules, and regulations in respect of providing financial services (“Regulated Entity”).

4.8 We are not providing services which would be in breach of any Financial Conduct Authority’s (FCA) regulations. All services provided for the purposes of compliance with the FCA regulations are provided by the Supplier.

4.9 Business Activity Restriction Policy – The following categories of businesses and business practices are restricted from using Token Services.

In certain cases, businesses listed below may be eligible to use Token services with explicit prior approval from Token. Note, however, that businesses that offer illegal products or services are never eligible to use Token Services. The types of businesses listed are representative, but not exhaustive. If you are uncertain as to whether your business is a Restricted Business, or is located in a restricted jurisdiction, or have questions about how these requirements apply to you, please contact [email protected].

By using Token, you are confirming that you will not use the Service in connection with the following businesses, business activities, or business practices, unless you have received prior written approval from Token:

Intellectual Property or proprietary rights infringement	Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Token intellectual property without express consent from Token; use of the Token name or logo including use of Token trade or service marks.
Counterfeit or unauthorised goods	Unauthorised sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.
iGaming	Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance where the business does NOT have a UK/EEA gaming license and is NOT legally permitted to process gaming transactions in a particular jurisdiction. In most EU jurisdictions an additional license or permit is required.
Regulated or illegal products or services	Marijuana dispensaries and related businesses; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed. CBD product suppliers are acceptable, only where the THC content is within the legal limits in each jurisdiction.
Adult content and Services	Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat feature.
Get rich quick schemes	Investment opportunities or other services that promise high rewards.
No-value-added services	Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.
Aggregation	Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.
Drug paraphernalia	Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.
High risk businesses	Psychic services; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; drop shipping; forwarding brokers; negative response marketing; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a) engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b) engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic.
Crypto Asset Firms	All firms trading crypto assets. Firms must be registered as crypto asset firms in their jurisdiction.
Multi-level marketing	Pyramid schemes, network marketing, and referral marketing programmes.
Pseudo pharmaceuticals	Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
Social media activity	Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity including dating sites.

5. MISCELLANEOUS

5.1 Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the England.

5.2 Unsolicited Materials. Trustist does not accept unsolicited materials or ideas for Trustist content and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Trustist.

5.3 Merchant Support. To find more information about our service and its features or if you need assistance with your account, please contact [email protected].

5.4 Changes to Terms of Use. TrustistTransfer may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you.

5.5 Electronic Communications. We will send you information relating to your account (e.g., payment authorisations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.

6. INSURANCE

6.1 At all times during any period that you use the service and for a period of six months after termination, you shall maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £1,000,000 to cover the liability that may arise under or in connection with the Third Party Services provided to Merchant and shall produce to us on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

7. COMPLAINTS

7.1 You agree that if the End-User raises any form of complaint relating to Third Party Services, we will have no interaction or involvement with any such complaints made. All complaints must be dealt with by you directly with the End-User in accordance with the Merchant’s own complaints procedure.

7.2 If following the complaints procedure or at any other such time as the End User may reasonably demand, a refund is required from the Merchant to the End-User as a result of the Third Party Supplier’s failure or omission to provide the Third Party Services or failure or omission to provide them to the standards advertised on the Platform or any other reasonable standards in the industry, the Third-Party Supplier will be under an obligation to refund any such part of the Payment the Merchant as necessary to settle the complaint where reasonable.

7.3 To the extent by all applicable laws we will not be liable for any complaints raised as a result of the provision or failure to provide the Third-Party Services.

8. COMPLIANCE WITH LAWS AND POLICIES

8.1 In performing your obligations to the Merchant in respect of the Third Party Services you shall comply with all applicable laws, statutes, regulations and codes from time to time in force;

9. INTELLECTUAL PROPERTY

9.1 The trademarks, copyright, database rights and other intellectual property rights in the Platforms and in the information, content, material or data that we display on the Platform belong to us or our licensors and all such rights are reserved. You must not use such information or copyright material unless you have written permission from us to do so.

9.2 You may temporarily print, copy, download or store extracts of information, content, material or data displayed on the Platforms for your own personal, non-commercial use, provided you do not otherwise breach these Terms of Use.

10. OUR LIABILITY

10.1 PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS TRUSTIST LIMITED’S LIABILITY TO YOU FOR ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR USE OF OUR SERVICES. IF YOU DO NOT UNDERSTAND THE TERMS IN THIS SECTION OR ELSEWHERE IN THESE TERMS OF USE, PLEASE CONSULT A LAWYER FOR CLARIFICATION BEFORE ACCESSING OR USING OUR SERVICES OR PLATFORMS.

10.2 To the fullest extent permissible by law, we exclude and disclaim all warranties, terms, conditions and representations that might otherwise be implied by law in relation to our services. In particular, we do not represent or warrant that our services will be error-free, free of viruses or other harmful components, or that defects will be corrected. You must take your own precautions in this respect. In any event, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our services.

10.3 We do not accept liability for any failure to maintain the services and/or late or failed delivery of any information, images, and other content displayed on the Platforms.

10.4 To the full extent permitted by the law we do not accept liability for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising or in connection with use of, or inability to use our services or use or reliance on any content displayed on our Platforms.

10.5 We do not accept any liability for the following types of loss, even if the loss is foreseeable: loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of data or waste of management of office time.

10.6 The information, images, and other content displayed on the Platforms may contain inaccuracies and typographical errors. We do not warrant the accuracy or completeness of the information, images, and other content displayed on the Platforms.

10.7 If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

10.8 We shall not be liable for any loss caused as a result of your actions or inactions based on the information, images, and other content displayed on the Platforms. However, nothing in these Terms of Use shall affect your statutory rights, and nothing in these Terms of Use shall exclude our liability for death or personal injury arising through negligence, for fraud or fraudulent misrepresentation and/or anything else that cannot be excluded or limited by us under English law.

10.9 We will not be liable in any way to you or any third party for any loss or damage, whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Third Party Services provided to the Customer by you.

11. YOUR LIABILITY

11.1 You agree to defend and indemnify Trustist Limited and all of their respective officers, directors, employees and agents from and against any claims, causes of action, demands, suits, proceedings, investigations, losses, damages, fines, penalties, fees, expenses, costs and any other liabilities of any kind or nature including but not limited to reasonable legal and accounting fees, arising out of or related to:

a) your breach of these Terms of Use or the documents referenced herein;

b) your violation of any law, rule, regulation or guideline;

c) your violation, infringement or misappropriation of the rights of a third party, including without limitation any rights of publicity or privacy;

d) your use of Our Services;

e) your Listing or provision of Third Party Services to Merchant; or

f) your negligence or wilful misconduct;

g) any claims or complaints made by a Merchant or any other third party in respect of the Third Party Services provided by you

12. SEVERANCE

12.1 If any provision or part-provision of this Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

13. FORCE MAJEURE

13.1 We shall not be in breach of this Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under this Terms of Use if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14. NO PARTNERSHIP OR AGENCY

14.1 You agree that no joint venture, agency, partnership, or employment relationship exists between you and Trustist as a result of these Terms of Use or use of Our Services.

15. ENTIRE AGREEMENT

15.1 These Terms of Use (and any other terms and conditions referenced herein) constitute the entire agreement between you and Trustist with respect to Our Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Trustist with respect to Our Services.

16. GOVERNING LAW

16.1 These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

17. JURISDICTION

17.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).