TERMS & CONDITIONS
TERMS & AGREEMENT
Payper Ltd (Company Number 09780349) of 41 Florida Street, London E2 6LP, United Kingdom (Payper) grants you a non-exclusive, limited and revocable licence to use and access the Payper (Clouder) mobile application (Application) subject to these terms and conditions (Terms).
In these Terms, “us”, “we” and “our” refer to Payper and references to “you” and “your” is to you, the user.
The Application facilitates the placing of orders (Orders) and/or payments (Payments) by third party customers (Customers) for e-liquids, e-cigarettes, coils, mods and/or other products and services (Venue Services) provided by participating third party retail shops, manufacturers and other types of venues and businesses (Venues).
The Application facilitates Payments using payment service providers World Pay and Judo Pay. Acceptance and compliance with World Pay Terms and Conditions (http://www.worldpay.com/uk/terms-conditions) and Judo Pay Terms and Conditions (https://www.judopay.com/legal/terms-conditions) is a requirement for both venues and users.
By using the Application, you agree to be bound by these Terms (Agreement). If you do not agree with these Terms you must immediately stop using the Application.
You agree that we may change, update or otherwise amend the Application and these Terms at our absolute discretion.
PAYPER SERVICES & VENUE SERVICES
Payper acts only as a service to facilitate Orders/Payments and venue discovery (Payper Services). You authorise Payper to process Orders, take Payments and contractually commit you in respect of the supply of Venue Services in accordance with these Terms.
We do not accept any responsibility or legal liability whatsoever for any act or omission of the Venue or Customer arising from or in connection with the Venue Services. Information relating to Venue Services provided via the Application does not constitute a recommendation or endorsement.
You acknowledge that any legal recourse arising from or in connection with the Venue Services, whether for breach of contract or otherwise, is against the Customer or Venue (as applicable) and not against Payper, notwithstanding anything to the contrary in these Terms or on the Application.
In order to use the Payper Services, you must register with us as either a Customer or Venue. We may accept, reject, suspend or remove registration in our absolute discretion. You may browse the Application without registering, but you will not be able to Order or make Payments until you register.
We will request personal and contact information (including your full name, email address and/or phone number), or to access your Facebook or Google profile login (from which we will obtain relevant details, if you allow us to do so). You agree and represent that you have provided and will provide accurate and complete information regarding your registration, profile and payment card details, and will update such information as appropriate.
You must maintain your username & password to access the Application. It is your responsibility to keep your username & password secure and you indemnify us for any loss or damage we suffer as a result of unauthorised access to your account. You are solely responsible for the use of your account, irrespective of who is utilising it, whether with or without your permission.
You may install and use a copy of the Application on your mobile device. You may not use the Application or the Payper Services in any way incompatible with their intended purpose. In particular, you may not:
Make any copy of the Application (other than the permitted copy on your mobile device and a single back-up copy to the extent necessary to exercise your rights under this Agreement);
Modify, adapt, reverse engineer, decompile or disassemble, create derivative works of, publish, distribute or commercially exploit the Application or any content or software element of the Application;
Sub-license, assign or transfer your rights or obligations under this Agreement nor permit use of the Application by any other person; nor
Access and use the Payper Services using any interface other than that provided by the Application.
You may close your personal account of the Application by opening side menu, clicking “Account” and choosing “Close Account” option. If we gave you access to our merchant website system, you may request removal of your account at any time by sending an email to us (firstname.lastname@example.org).
We may withdraw the Payper Services, remove your account and associated content and/or terminate or suspend your access to the Payper Services at any time at our absolute discretion, including (without limitation) if you breach, or we reasonably suspect that you are in breach of, any term of this Agreement, or if we cease to offer (or change the way in which we offer) the Application or the Payper Services. You will not be entitled to any compensation for such withdrawal, removal, termination or suspension.
If reasonably requested by us from time to time (by means of a notice on the Application within the relevant Application store or otherwise), you agree to install and use an upgraded version of the Application in place of your current version, or to uninstall the Application if we cease to offer it and the Payper Services to the public. All upgrades will fall within the definition of "Application" under this Agreement.
All Venue Services and Payper Services are subject to availability.
You will be guided on the Application through the steps required to make an Order for Venue Services.
The Customer is responsible for all details and any errors in any Order. In particular, you should check the accuracy of your Order, the relevant Venue Services and the amount of any related Payment.
All Orders must be made via the Application in order to make Payments via the Application. The Order details will be used to process Payments and generate your receipt for Payment.
After an Order is approved by the Venue, the Order becomes legally binding and the Customer becomes liable to pay for the goods or services ordered. If an Order has been placed, but Venue has not accepted it, the Customer may cancel the order in the app. This will also cancel the payment associated with that order. In cases where venue has already accepted customer’s order, but customer demands to cancel it, it is up to the venue to decide whether the order can be cancelled. Payper is not involved in this process and any resulting contract is between the Customer and Venue.
All prices for Venue Services are listed inclusive of VAT and subject to change at any time. Payper and the Payment Gateway may charge you additional fees (if there are any additional fees for any reason, they are normally indicated for you before payment).
Payments must be made using Payper’s integrated payment gateway Judo Pay and World Pay, in accordance with their terms and conditions.
The Customer must input payment card details, which will be securely processed and stored by Judo Pay and World Pay. Card payment details are encrypted using industry standard encryption for security and are not stored on the device. For security purposes, the Customer will be required to enter a CVV code to confirm each Payment (unless Customer disables it). By doing so, the Customer consents to the use of payment card details by Payper, World Pay, Judo Pay and the Venue to process Payments.
To make a Payment using the Application, you will need to choose items, place order and pay using simple mobile interface. The Application will transfer the Customer’s payment status directly from World Pay and Judo Pay to the Venue’s point of sale system or other Venue’s relevant hardware (tablet, phone) or software system.
A copy of the receipt for Payment will be sent to the Customer’s email and also stored within the Application.
Payments are transactions between the Customer and the relevant Venue.
Payper Limited charges a transaction fee of 10% ex. VAT from the total sale price. The delivery fee is separate and is £2.99 per each 1 hour delivery.
Payper shall charge fees to the Venue for providing the Payper Services, at the rates specified on the Payper website and otherwise notified to the Venue (fees are subject to change, if there are any changes they will be communicated by email). Fees are payable at the time of any related Payments or if agreed otherwise (in writing) within 7 days of invoice.
If any amount due remains unpaid to Payper, we may charge additional administration fees and interest (both before and after judgment) on the amount unpaid at the rate for the time period that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
Although we will not store details of your payment card(s) on our Application, the Application holds a token that will retain some digits of your payment card(s). This is to enable you to identify the specific card used on your payment receipt and for use in your subsequent transactions. You may remove your payment card details from the Application at any time.
PLATFORM CONDITIONS OF USE
It is a condition of use that:
You are over the age of 18;
If you seek to purchase alcohol, tobacco or e-liquid products through the Application, you must acknowledge that you are at least 18 in the UK or of legal age in your country;
You have the authority to bind any business on behalf of you and use our Application or purchase Payper Services;
You have the authority to use the payment details provided to Payper, World Pay and Judo Pay;
You register before using the Application, otherwise you can only browse and functions are limited;
You only use the Application for lawful purposes;
You do not engage in any defamatory, improper, indecent or offensive behaviour;
You are not breaking any local, state, national or international law in your relevant jurisdiction by accessing this Application;
You will treat the Application and its users with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by us);
You will only represent yourself and will not create false aliases or impersonate any other person (with or without their consent) while using the Application;
You must not attempt to gain unauthorised access to another user’s account, equipment, systems or networks, nor take any action that may inhibit their operation;
You do not breach any of the Terms.
You should not rely on our Application for storage or maintenance of information and, in particular, Venues should create their own records of all Orders and Payments processed via the Application (if available). However, we store this information and may provide access to Venues. We may, at any time at our absolute discretion review and remove any content from the Application or request that you re-register or set up a new profile for your continued use of the Application and Payper Services.
You agree to indemnify us for any loss or damage we suffer as a result of your breach of this clause.
AVAILABILITY OF APPLICATION & SERVICES
The Application and Payper Services are provided for your convenience. You acknowledge that we are not required to keep the Application available for your use. Whilst we use reasonable efforts to provide effective Payper Services, we make no guarantees whether implied or express as to the availability of the Application and Payper Services, nor the accuracy or appropriateness of information. You agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Application.
Access to the Payper Services relies on the user being able to receive data over the internet via WIFI or 3G or 4G using your mobile device and the Application. You are responsible for making all arrangements and payments necessary for you to access the Payper Services using the Application, including internet and network connections, an appropriate iPhone mobile device and any additional software or hardware required. We are not responsible for the availability of the internet or any communications network nor any errors in or damage to connections, equipment or software that may occur in relation to your use of the Application or Payper Services.
If your phone or equivalent device runs out of battery before you paid for an Order, or for any other reason you can only pay by cash after placing Order, you may do so by asking the Venue’s staff member to cancel the Order and settle payment in cash.
One hour delivery is only available for local orders. Payper does not always guarantee that the products can be delivered within one hour. Occasionally major disruptions on behalf of Payper or third party partners could result in delivery being significantly delayed.
The Application and all related content is the copyright and property of Payper (including any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Customer or any Venue) and can be used by us for any purpose relating to the Application, the Payper Services or the business of Payper. Without the express written permission of Payper, you shall not copy the Application for your own commercial purposes, including:
Replicate all or part of the Application in any way; or
Incorporate all or part of the Application in any other webpage, website, Application or other digital or non-digital format.
Payper, Clouder, World Pay, Judo Pay and the Venues have moral & registered rights in their trademarks and you shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the trade mark owner.
THIRD PARTY WEBSITES & ADVERTISING
The Application may from time-to-time contain information & advertising from third-party businesses, people & websites (Third Parties). You consent to receiving this information as part of your use of the Application.
We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.
The Payper Services may include an interface to Facebook or Google for the purposes of convenient registration. We are not affiliated with Facebook or Google and are not responsible for the operation or content of Facebook or Google.
LIMITATION OF LIABILITY & INDEMNITY
You agree that you use the Application at your own risk.
You acknowledge that we are not responsible for the conduct or activities of any Customer or Venue and that we are not liable for such conduct or activities under any circumstances.
If you are provided with a username & password to access the Application, it is your responsibility to keep your username & password secure. You are solely responsible for the use of your account, irrespective of who uses it whether with or without your permission.
You acknowledge that in using the Application and in relation to the supply of Payper Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) not set out in these Terms.
Inclusion of information or advertisements in the Application relating to Venues do not constitute any recommendation or endorsement by us of the relevant Venue or Payper Services provided.
You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Application, including any breach by you of these Terms.
Except as may be expressly set out in this Agreement, all conditions, representations and warranties relating to the Application and the Payper Services and are excluded to the maximum extent permitted by law.
We shall not be liable for any defects or errors in the Application or the Payper Services, interruptions in or unavailability of the Payper Services, nor any breach of any obligations due to a cause beyond our reasonable control.
In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Application or any content, or in any way relating to the Payper Services (or the provision or non-provision of Service), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
Certain rights and remedies may be available under the Sale of Goods Act 1979 or the Consumer Protection Act 1987 or similar legislation in other jurisdictions and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the [re-performance of Payper Services or payment of the cost of re-supply of Payper Services].
In all circumstances, you agree that our total liability to you arising in relation to your use of the Application and the Payper Services in any 12 month period shall be limited to £100.
Nothing in this Agreement shall exclude or limit our liability for fraud, or for death or personal injury caused by negligence or other liability that cannot lawfully be excluded.
We may end the agreement formed by the Terms immediately by giving you email notice. It will not be essential to provide reasons for the termination. Where these Terms have been terminated you must immediately cease using the Application or Payper Services.
Your use of the Application may be cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Application should you receive a notice cancelling your licence to use the Application.
You can contact our Customer service team by email (email@example.com).
You can direct notices, enquiries, complaints and so forth to Payper using any other details published on the Application. We will notify you of a change of details from time-to-time by publishing new details on the Application.
We will send you notices and other correspondence to the email address that you submit to the Application. It is your responsibility to update your contact details as they change.
A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.
The terms of this Agreement constitute the entire agreement between you and us with respect to the subject matter and supersede any and all prior agreements, negotiations and discussions relating to the same.
All Terms under this Agreement that by their nature are intended to continue shall survive termination, including Terms relating to exclusions and limitations of liability, intellectual property restrictions and on-going use of your data.
Termination of this Agreement or the Payper Services shall not affect your or our accrued rights and liabilities up to the date of termination.
No provision of this Agreement is intended to be enforceable by any person other than you and us.
Any provision of these Terms, which is invalid or unenforceable in any jurisdiction is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.
Payper may assign or otherwise create any interest in their rights under these Terms by giving you written notice.
Payper may in its absolute discretion amend these Terms at any time, which shall become effective by giving you notice.
Failure or delay by us to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
These Terms form part of an ecommerce transaction. You agree that these Terms shall be accepted electronically and that agreement to these Terms is formed & validly entered into electronically.
The termination of these Terms will not affect the parties’ rights in respect of periods before the termination of these Terms.
This Agreement is governed by the laws of England & Wales and you submit to the non-exclusive jurisdiction of the courts in England.