ArthurPay – Terms and Conditions

ArthurPay

DIGITAL PLATFORM TERMS AND CONDITIONS

Welcome to ArthurPay. Before you start using our platform we have to set out the rules which will govern ArthurPay’s relationship with you. We have done our best to make them as easy to understand as possible but if you have any questions, feel free to contact us at support@arthuronline.co.uk.   

WHO WE ARE

We are Arthur Online Limited a company incorporated and registered in England and Wales with company number 07912886. Our registered office is at International House, 24 Holborn Viaduct, London, England, EC1A 2BN (referred to as Arthur, we, our and us, and our platform to which these terms relate as ArthurPay).

ABOUT ARTHURPAY

ArthurPay is an additional service offered and accessible through the Arthur Online CRM platform (CRM Platform) and the Arthur occupant application (Occupant App). You must have an existing account with Arthur to use ArthurPay. ArthurPay provides a virtual e-money account (Virtual Account) which enables automatic reconciliation of incoming payments for property owners and managers (Payees) from their occupants (Payers). At ArthurPay, Payers and Payees are collectively referred to as “they” “them” “you” and “their”. 

With ArthurPay, Payees can save time on manually matching transactions and identifying who paid for what, whilst Tenants can pay their rent, deposits and holding deposits with a few clicks, and receive instant confirmations that their payments have been received within seconds (Payment Confirmations). 

THESE TERMS 

In these terms and conditions (together with the documents referred to in them) (the Terms), we’ll refer to our Website, which refers to all our sites located at or accessible through www.arthuronline.co.uk, and our Web Application, which is accessible via our Website on desktop and mobile devices, and our Mobile Apps, which can be downloaded from the Apple (App store) and Google (Play Store) stores, together as our Platform. References to our Website include our owned sites, including any ArthurPay specific URL or any other Arthur URL accessible via the Website, but do not include links to third-party sites, such as the sites of our partners. 

These Terms govern your relationship with us when you access our Platform. Once you start using our Platform you are taken to have understood and accepted these Terms. These Terms including the Incorporated Terms will form a binding agreement between you and us so if you have any questions, please let us know.

OTHER APPLICABLE TERMS

These Terms and the rights and obligations contained in them are in addition to and include:

• our ArthurPay privacy policy https://www.arthuronline.co.uk/arthurpay-privacy-policy/ (the Privacy Policy). You should read the Privacy Policy as it sets out the terms on which we process (collect, use, share, etc.) any personal data we collect from you or that you provide to us and how we will communicate with you via the Platform. 
• the Arthur Online privacy policy (Arthur Privacy Policy) https://www.arthuronline.co.uk/arthurpay-privacy-policy/ and the Arthur Online terms and conditions (Arthur Terms) https://www.arthuronline.co.uk/arthurpay-terms-conditions/, each of which apply to any user of Arthur’s digital products, including without limitation the CRM Platform and Tenant App. Please read the Arthur Privacy Policy and Arthur Terms carefully as they contain important provisions governing our relationship, including a binding dispute resolution provision, a disclaimer of warranties, and limitation of liability. Nothing in these API Terms shall be deemed to modify, waive, amend or rescind any other term of the Terms and Conditions, save that in the event of a conflict,  these Terms shall prevail.
• The Modulr FS Limited (Modulr) partner platform and introduced client terms and conditions (Modulr Terms) https://www.arthuronline.co.uk/modulr-introduced-client-terms-of-business/ which, in particular, govern the creation of Virtual Accounts and processing of payments on the Platform, and KYC and KYB processes in respect of Users. Modulr is our Partner. 

together, the Incorporated Terms.

MODIFICATIONS

We may from time to time amend these Terms to ensure that we remain compliant with relevant laws and regulations or to keep up to date with improvements or changes we might make to the services and experiences we can offer to you via our Platform. If we make significant changes to these Terms or to the services within the Platform, we will let you know what these significant changes are and you may contact us at support@arthuronline.co.uk if you have queries regarding these significant changes.

We ask that you check this page from time to time to take notice of any changes we have made. This is important because by continuing to use any of the Platform after changes are made, you are accepting those changes and will be bound by them. 

Additionally, in our discretion and without liability to you, we may add, remove or modify any features of the Platform; impose additional eligibility requirements or restrictions for access to the Platform; or discontinue the Platform. If we modify the Platform, we may require you to use the modified version, which may not be compatible with your existing systems. We typically make these changes as part of our overall development program and may not be able to provide you with individual notice of the changes.

THE PLATFORM

Our Platform is structured so that you are able to access it via any compatible device of your choosing, whether on desktop, mobile or tablet, as an add-on to Arthur’s services, including through the CRM Platform. 

When you reach our Platform, as a Payee (typically a landlord), you can use it to:

• create a Virtual Account through our Partner, details of which can be shared with Payers to enable them to make payments directly into the Virtual Account..
• access bank statements and Payee transaction history.
• schedule one-time or recurring charges (Charges) that are payable by designated Payees into the Virtual Account, by following the steps on the Platform including providing transaction description, amount, and the Payer’s name and email address, along with any other requested or required details). 
• generate payment request emails in relation to specific Charges, containing payment links (Payment Links) which can be sent to the relevant Payer, and which may appear in the Tenant App.
• perform payment reconciliations, to match payments received into the Virtual Account to an applicable Charge. 
• link your personal or company bank account to your Virtual Account (Nominated Account). We may, at our discretion, require Nominated Accounts to be in the UK, and reserve the right to conduct any due diligence we or our Partner requires in our discretion to verify such Nominated Accounts.
• transfer money out of the Virtual Account to the Nominated Account (Payouts), following instructions on the Platform. 
• create and schedule one-time or recurring Payouts.
• Subscribe to ArthurPay’s services, and if applicable, unsubscribe, in each case in accordance with these Terms.
• receive notifications via push notifications, emails, SMS and when using the Platform. These messages may include information about your account, our content, and general product information. You can control your preferences from your settings or by communicating with us by email or updating them via the Platform or your existing account with Arthur;
• provide you with a platform to refer us to other people; 
• click on links to our social media channels;
• access customer support from our support team; and
• access our legal and data protection policies.

When you reach our Platform, as a Payer, you can use it to:

• link to your App, so that your relevant Charges and payments are recorded within the relevant parts of your Occupant App.
• make payments to your chosen Payee, for example by clicking a Payment Link and following the payment instructions. Payment Links may be sent to you by email, containing details of the relevant Charge and a payment reference number. Payments can be made via the Platform using your selected payment method, using open banking, or payment by bank transfer.
• connect to your bank’s mobile app or website, when you select to use open banking to make payments and make payments digitally via your bank by approving the relevant payment. For such payments, amounts, destination account, and payment reference information may be prefilled and if so, cannot be changed. 
• receive payment confirmation or other payment status emails, for example, if a payment has failed.
• receive payment reference numbers when choosing to pay by bank transfer.
• schedule one-time or recurring payments that are payable to a designated Payee into their Virtual Account, by following the steps on the Platform. The payment options may be limited in the first instance however, changes will continue to be made. 
• provide the required information for KYC and KYC purposes to verify your identity and/or business (as applicable). You agree that such information will be shared with Modulr for this purpose.
• receive notifications via push notifications, emails, SMS, and when using the Platform. These messages may include information about your account, our content, and general product information. You can control your preferences from your settings or by communicating with us by email or updating them via the Platform or your existing account with Arthur;
• provide you with a platform to refer us to other people; 
• click on links to our social media channels;
• access customer support from our support team; and
• access our legal and data protection policies.

(the Payer Platform Features)

REGULATIONS

We do not warrant that ArthurPay’s Platform or services are appropriate for any landlord or property manager whose business or payments are within the scope of and/or governed by The Client Money Protection Schemes for Property Agents (Requirement to Belong to a Scheme etc.) Regulations 2019.  Payees are solely responsible for ensuring that they manage any funds in a manner that satisfies the CMP Regulations which may include transferring appropriate funds to a third-party client account. 

Payees are solely responsible for ensuring that they have all appropriate licences and permissions required to operate their rental business and comply with all requirements of any memberships and governing bodies to which they are subject, and agree to hold ArthurPay harmless for any breaches by the Payee of such requirements.

KYC AND KYB PROCEDURES

In order to ensure that Payees are suitable for the Platform, Payees may be subject to KYC and/or KYB vetting processes once they have been registered on the Platform (KYC Checks). Our Partner Modulr FS Limited will conduct KYC Checks on our behalf as we and they deem appropriate, in accordance with the Modulr Terms and applicable laws. Payee Platform Features and some Payer Platform Features respectively, will only be available once applicable KYC Checks have been successfully completed.

We, together with our Partner, retain full and sole discretion as to whether Payees and some Payers  are accepted onto the Platform or not. You agree that you will have no claim or action against us if we choose not to accept you as Payee or Payer on our Platform, whether as a result of KYC Checks or otherwise. We cannot always provide reasons for not accepting Payees or Payers, although we will make efforts to do so where we feel it would be fair or appropriate. At our sole discretion, KYC Checks may be conducted in whole or part by third-party services, including our Partner, at any time. In addition to using KYC Checks to identify the source of funds, and identify paying individuals, KYC Checks may also be used, for example, to conduct credit checks, company searches, general suitability in respect of our Platform, and criminal background and you consent to those third-party service providers reviewing your information provided about your company and/or you personally.

PAYMENT SERVICE

ArthurPay works with our Partner Modulr FS Limited, a company registered in England and Wales with company number 09897919, which is authroised and regulated by the Financial Conduct Authority as an Electronic Money Institution (Firm Reference Number: 900573) for the issuance of electronic money and payment services (Payment Services). Your account and related payment services are provided by Modulr FS Limited. 

OUR ROLE IN PAYMENTS COMPLETED THROUGH ARTHURPAY

Our Platform exists, amongst other things, to allow landlords and tenants to efficiently and transparently manage payments between them (Payments). Once a Payment has been made by a Payer to a Payee, our involvement is limited to our obligations as set out in these Terms and anything beyond these obligations is beyond our reasonable control. As such we cannot be held responsible for the actions or omissions of Payers or Payees generally outside of the Platform. We are also not responsible for any incorrect Payments or incorrectly calculated Payments. In particular, we play no role and are in no way a party to any landlord and tenant (or similar) relationship, established in any lease or other form of occupancy agreement between two or more parties outside of our Platform. Payees and Payers are solely responsible for their rights, responsibilities, and obligations existing outside of the Platform, and Arthur is not a party to any contract between any Payer(s) or Payee(s). ArthurPay exists to facilitate Payments between them only, and cannot guarantee the performance by either party of their respective obligations under a private agreement between them, and will hold no liability for failure to perform or inadequate or negligent performance.

Please note that all terms of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or other applicable legislation in respect of cooling-off periods or similar relating to sales concluded between businesses and customers apply only between the applicable businesses and customers, and not Arthur. 

All disputes or disagreements arising between Payers and Payees must be concluded off the Platform. Each Payee agrees to indemnify ArthurPay in full for all losses, costs and expenses arising out of any claim made against ArthurPay in respect of an actual or potential breach by a Payee of its own terms agreed with a Payer.  

ACCESS AND REGISTRATION

After registering for ArthurPay, Payees or Payers can sign into our Platform using their existing account login details. 

All Payees or Payers must provide truthful and accurate information when registering with us, including without limitation for the purposes of KYC Checks. Any incorrect or untruthful information provided by Payees or Payers may result in that Payee’s or Payer’s account being temporarily or permanently suspended, which may result in, without limitation, closure of any Virtual Account(s) and expiry of any outstanding Payment Links.  In such cases, Arthur is not responsible for any losses incurred including loss of any data, such as Payment and transaction histories.

Payees or Payers are responsible for looking after the security of their account information. This means that they are responsible for all activities that occur on the account and for any access to or use of the Platform by them or any person using the account even if that access or use has not been authorised by them. Payees or Payers must notify us immediately if there has been any unauthorised use of their account or any other breach of security relating to the Platform. We are not responsible for any loss or damage caused by the disclosure of their account details to someone else. 

Payees or Payers are responsible for ensuring that the contact information we hold about them is up to date. Please amend the details as appropriate from time to time to notify us of any changes.

PAYMENTS WITHIN THE PLATFORM

Payments by a Payer to a Payee’s Virtual Account

Payees can set up Charges for payment to them by a Payer. Payees, and not ArthurPay, are solely responsible for checking and ensuring Charges (such as rental payments, management fees, landlord setup fees, and all other fee types) are set-up in full and correctly. ArthurPay does not manage these Charges and cannot be held responsible or liable for claims due to incorrect or missing Charges.

Payments can be made by a Payer to a Payee’s Virtual Account, following the on-Platform instructions, for example through the use of a Payment Link. Once a Payment Link has been sent to the Payer, it will remain active until the applicable Charge has been settled. 

The Platform allows for payments to be made by open banking or bank transfer. Timing for processing payments is always subject to the Payer’s bank and the speed with which their payment can be processed through their bank. Once a payment is approved and processed by the bank, it is sent to and shown within the Payee’s Virtual Account.

Once a Payment is confirmed, a Payee can initiate a Payout to their Nominated Account, which, through our Payment Service, we aim to process within one (1) day (which is subject to any manual reconciliation). All Payees can view the overall balance in their Virtual Account. 

Payments processed through the Platform are reflected within the Payer’s or Payee’s  applicable CRM Platform or Occupant App, although please note that there may be reconciliation periods where the Platform is transmitting data to the CRM Platform or Occupant App as applicable.

Enforcement and Reminders

Payees are responsible for ensuring, and if required, enforcing Payment of Charges for all sums due to them. ArthurPay may make contact with Payers on behalf of a Payee as part of our services, such as through reminder emails, but Payees agree that we are never responsible or liable for damages for any contact made with Payers for such purposes. 

Whilst we take reasonable steps to ensure emails are delivered, ArthurPay is not responsible for the delivery of electronic statements, invoices of payment chasing or reminder correspondence. Each Payee is solely responsible for chasing for payments from Payers.

Reconciliation

Payments received within a Virtual Account are usually available immediately at which point the sums will be available for Payout from the Payee’s Virtual Account into their bank account. In some limited circumstances, payments will need to be manually reconciled and in those circumstances, there may be a delay to any sums being available for payment and/or transfer. In these circumstances, Payers and Payees understand that they will have no claim or recourse against ArthurPay for any delays to Payments, Charges, or reversal of a Payment under any circumstances. 

ArthurPay cannot guarantee the payments and Virtual Accounts will be reconciled on the same business day and is subject to access and disruptions from the online and opening banking systems operational from time to time, including those of the Payment Service and any bank. Payees are solely responsible for checking the accuracy of completed transactions and all reconciliations within the Platform. If there is any error in your balance shown (whether pending or confirmed), you must notify us without undue delay. We will follow our internal operating procedures to track and account for all Payments processed. The Partner requires notification without undue delay of any incorrect transaction. Where notification is provided the Partner will immediately refund the disputed amount and upon investigation apply for a refund if they conclude that it was not an incorrect transaction. Further details including details of the complaints procedure can be found at Part C section 9 and 15 of the Modulr Terms. 

Deposits

Payees and or their representatives are solely responsible for ensuring Payer deposits are properly and accurately registered with the chosen government-approved deposit protection scheme and complying with all statutory requirements relating to the protection of the deposit. ArthurPay cannot be held responsible for any losses, fines, convictions or other liabilities arising due to any exports or uploads to a government-approved deposit protection scheme. Payees are solely responsible for checking any transactions that take place within the software are correctly registered with the chosen government-approved deposit protection scheme.  Payees agree to indemnify Arthur Online in full against any claims,  losses, costs or expenses (including legal fees) that Arthur Online may incur as a result of a breach of the obligations of this clause. 

PAYMENTS TO ARTHURPAY

Payee Onboarding Fees

Arthur charges a one-off onboarding fee to Payees for access to the Platform and establishment of a Virtual Account (Onboarding Fee). The amount of such Onboarding Fee shall be communicated to the Payee on the Platform or under separate commercial terms in place with the applicable Payee. Access to the Platform is conditional on payment of the Onboarding Fee. Payees agree that the Onboarding Fee may be credited to or debited from the Payee’s existing account with Arthur, or otherwise invoiced to them and payable within 7 days of receipt. Where the Payee fails to settle the invoice, Arthur reserves the right to suspend the Virtual Account until such time as the invoice and any costs including interest are settled in full. 

Payee Subscriptions

Payees are required to pay a monthly subscription fee for access to and use of the Platform (the Subscription Fee). Payments for Subscription Fees will be collected monthly in advance from the Payee’s existing payment method as established with their existing account with Arthur, or collected directly from amounts collected but not yet withdrawn from the Payee’s Virtual Account, or collected through such other payment method as we introduce from time to time.

The amount of such fees will be calculated based on a per-unit rate (Unit Rate), which will be communicated within the Platform. Subscription Fees payable to ArthurPay are non-refundable and non-apportionable. All Subscription Fees are outlined clearly on the Platform and total costs will be made clear in advance. Unit Rates are charged in respect of units registered to the relevant Payer’s or Payee’s account within Arthur, irrespective of whether a particular Charge or set of Charges has been paid through Arthur Pay. 

Subject to any separate fixed or minimum term agreements in place between Arthur and a Payee, a Payee may cancel its subscription at any time, and if doing so, will not be charged the following month’s subscription, and will lose access to the benefits of the subscription from the end of the relevant subscription period, including access to the Virtual Account. Payees are not entitled to any statutory cooling-off period with ArthurPay. 

Changes to Subscription Fees

We may adjust the Unit Rate from time to time, although save as set out below, once subscribed, your Unit Rate will remain the same as the amounts you originally agreed to. If we are raising Unit Rates for all Payees, then you will have a clear opportunity to cancel before being upgraded.

ArthurPay shall be entitled to adopt annual increases to the Unit Rate (which shall result in increased Subscription Fees) based upon a fixed percentage over inflation rate or another nationally recognised pricing index determined by ArthurPay. Payees shall receive advanced notice each year of any such annual price increases.

At all other times and in all other cases, ArthurPay reserves the right to increase pricing or otherwise amend pricing structures for the use of the Platform at any time, save that outside of annual increases, where the increase in pricing will affect the Payee, the Payee will be given at least 6 weeks written notice provided to the email address listed for invoicing purposes.

General

All payments (unless stated otherwise on the Platform) will be made using the Payment Service. 

Payees and Payers must be legally authorised to make payments with your selected payment method. Where you believe an unauthorised payment has been made, please immediately contact your bank or other relevant authority and report this (although we cannot guarantee that your bank or other relevant authority will investigate). We will not deal with reports of unauthorised payments directly. 

Our Platform is built on the trust and ethical practices of our Payees and Payers. All Onboarding Fee and Subscription Fee sums accrue as contractual debts. Where Onboarding Fees, Subscription Fees or any other amounts due are overdue for 30 days we reserve the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998, and it is agreed that the term implied by that Act shall apply after any judgement as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.

Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this Agreement (and the costs of recovering such costs) including our administrative costs and any legal costs or debt collection agencies (Administrative Fee). Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.

ARTHURPAY VIRTUAL ACCOUNTS

We operate a system in conjunction with our Payment Service where funds may be collected into a Virtual Account and withdrawn to a Payee’s external bank account. ArthurPay is a trademark of Arthur, but is not a registered or regulated bank. We are not registered with the Prudential Regulation Authority or the Financial Conduct Authority to provide banking or e-money services. 

CANCELLATIONS AND AMENDMENTS

Subscription Fees for Payees will accrue monthly and are not calculated on a pro-rata basis where cancellation notices are accepted. Any cancellation of ArthurPay will be subject to your contract with Arthur and the termination provisions therein (Arthur Contract). The Partner will retain transactional data for 6 years from the date of the transaction. The Partner is the Data Controller and as such will be the party to contact should any data need to be retrieved within the 6 years specified. All sums accrued within your Virtual Account should be withdrawn to the Payee’s Nominated Account promptly.  

All sums accruing and owed to ArthurPay up to the point of cancellation or deletion will remain outstanding.

You understand that you will need to request cancellation of the subscription at least three days before the start of the next monthly billing cycle in order to avoid auto-renewal for the following month. Please note that if you cancel your subscription, we reserve the right to charge you an Onboarding Fee again if you want to return to ArthurPay in future.

If you do remove your account with ArthurPay your existing account with Arthur will not be affected. However, if you cancel your account with Arthur you will no longer be eligible for ArthurPay. 

ACCOUNT DELETION

As a Payee, if you wish to terminate your account with ArthurPay, you can do so at any time by deleting your account, although please remember that you will not be refunded for payments already made if you choose to do so, and you will no longer have access to your Virtual Account, including amounts which have accrued but not yet withdrawn. 

In the event of you canceling your subscription with ArthurPay, your Virtual Account is not transferable and you are solely responsible for arranging the transfer and cancellation of any standing order and other payments to the Virtual Account.  At the end of your subscription period, ArthurPay will close your Virtual Account, and any payments sent to the account and not yet withdrawn via a Payout will be returned to the Payer’s Nominated bank account. Where details of a Nominated bank account are not available Modulr’s Customer Services will need to be contacted. The funds will be available to recover for a 6-year period only.  

PROMOTIONAL CODES

We may from time to time provide certain promotional codes to Payers and Payees, for example as one-off promotions or as part of a loyalty program. You agree that you will use promotional codes only in accordance with these Terms, or any additional terms we put in place for the relevant promotional codes. 

ArthurPay reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a promotional code by you or any other User if we believe that the use or redemption of a promotional code was in error, fraudulent, illegal, or in violation of the terms of the promotional code or of these Terms.

PLATFORM AND USER CONTENT LICENCE RESTRICTIONS 

Except as expressly allowed in these Terms, you may not:

• copy the Platform or User Content (defined below);
• transfer the Platform or User Content to anyone else, except where we make possible and encourage sharing;
• sub-license or otherwise make the Platform or User Content available in whole or in part (and whether in object or source code form) to any person;
• make any alterations to, or modifications of, the Platform or User Content; or
• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or User Content or attempt to do so,

(together the Platform and User Content Licence Restrictions).

ACCEPTABLE USE RESTRICTIONS 

You may use the Platform only for lawful purposes and those outlined in these Terms. In particular, but without limitation, you agree not to: 

• act or behave in a way that is disrespectful or invalidating of other Payers and Payees  or people in general; 
• discriminate against other Users or any other people in any way, whether directly or indirectly, based on age, disability, marriage and civil partnership, pregnancy and maternity, religion or belief, race, gender identity and sexual orientation, or otherwise; 
• use the Platform in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• use, share, or otherwise exploit the Platform any commercial, business, or monetised purpose whatsoever other than those purposes outlined in these Terms;
• reproduce, duplicate, copy, share, or re-sell any part of the Platform in contravention of these Terms; 
• use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other members;
• use the Platform in a way which we deem to be inappropriate or abusive or which could cause offence or distress in any way to any User, ArthurPay staff-member or other person associated with our service;
• transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform; 
• access without authority, interfere with, damage or disrupt (a) any part of the Website or the App; (b) any equipment or network on which the Website is stored; (c) any software used in the provision of the Website or the Progressive Web Application; or (d) any equipment, network or software owned or used by any third party; 
• do anything to breach these Terms.

(together the Acceptable Use Restrictions).

TERMINATION OF YOUR RIGHTS

We may end or suspend your rights under these Terms immediately and without notice if: 

• you have breached any of the Platform and User Content Licence Restrictions and/or Acceptable Use Restrictions;
• we believe that your use of the Platform on an independent occasion or on a continued basis is unsuitable or inappropriate in any way at our sole discretion; or 
• you are otherwise in breach of these Terms.  

If we end your rights under these Terms:

• you must immediately stop all activities authorised by these Terms, including your access to and use of any or all of the Platform; 
• if we ask you to you must immediately delete or remove the Platform from all devices then in your possession, custody or control and, if required, confirm to us that you have done so; 
• you must immediately settle any debts due to us or any other party in accordance with these Terms; and
• you will not be entitled to any refund as a result of your breach or unsuitable use.

INTELLECTUAL PROPERTY RIGHTS AND USER CONTENT

This section sets out who owns what in terms of the Platform. It also sets out how we will treat any content that Payers and Payees provide to us (the User Content) and what their obligations are in relation to that User Content. User Content includes but is not limited to information contained within Charges, contents of emails containing Payment Links or any other content uploaded by Payers and Payees  to the Platform:

You agree that: 

• in respect of the User Content that you create, upload, send or post to us that:

  • you retain the ownership rights in the User Content; 

  • you grant us a perpetual, royalty free, non-exclusive licence (including the right to grant sub-licences) to use, copy, distribute, reproduce and publish any and all User Content (including, without limitation, on our Platform, on other websites, on physical products and in promotional and/or marketing material developed in each case whether developed by us or on our behalf); 
  • we may disclose your identity to any third party who claims that the User Content posted or uploaded by you defames them, constitutes a breach of their intellectual property rights or breaches their right to privacy; and
  • you make your User Content available to us in the manner envisaged by these Terms without payment or other compensation to you, regardless of how we use the User Content.
• subject to the previous bullet point, the Platform and all material published on, in, or via all aspects of it is owned and controlled by, or licensed to us.

You represent and warrant on an ongoing basis that you:

• are the owner or authorised licensee of all your User Content; 
• have all necessary rights (including, but not limited to, all intellectual property rights) and consents required to publish the User Content and to grant us the rights in the User Content as set out in these Terms; 
• will not post or transmit to us User Content that violates applicable law, regulations, these Terms or any other relevant ArthurPay policy; 
• have all required permissions and consents from any third party whose personal information is included in any User Content; and
• have consent in writing of the owner(s) of an applicable Payee company before creating an account for that company on our Platform.

INTERACTION AND REPORTING

All Payers and Payees acknowledge and agree that they are responsible for all of their own interactions on the Platform, generally and with other users, including without limitation when creating Charges and generating Payment Links. ArthurPay does not directly control or fully moderate User Content in real time, and Payers and Payees should use the reporting mechanism below to ensure that any harmful User Content is identified and addressed as efficiently as possible. Payers and Payees acknowledge that ArthurPay is at all times entitled and permitted to monitor and view all Payer’s and Payee’s interactions within the Platform generally and between other Payers and Payees .

Reporting mechanism: If you see any User Content which appears on our Platform which you find offensive, abusive or in any way inappropriate then please notify us as soon as possible. You can report any offensive, abusive or inappropriate User Content or communication between Payers and Payeesto us via support@arthuronline.co.uk and request that any such User Content is removed or that the communication is investigated. One of our team will then review your report and take any action we deem appropriate. 

You agree that where you are either the reporter of a complaint or the subject of it, that ArthurPay will be entitled to take such action as it deems necessary or appropriate, including to remove or suspend applicable Payers and Payees, or to recommend that the dispute is handled externally by third parties. ArthurPay will use its reasonable efforts to respond to and address complaints in respect of User Content. However, ArthurPay will not be entitled or able to resolve commercial disputes in respect of the subject matter of transactions concluded between Payers and Payees, or between other users generally. ArthurPay may be able to provide evidence at any applicable hearing or tribunal provided that it is reimbursed for its time, expenses and administrative costs of doing so.

AVAILABILITY OF THE PLATFORM

The Platform (including all Payee Platform Features and Payer Platform Features) is provided on an “as is” basis. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform, or that it will be secure, uninterrupted or free of defects. 

If we choose to conduct KYC Checks on any Payers and Payees, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such KYC Checks will identify prior misconduct by Payers and Payees or guarantee that a Payers and Payees will not engage in misconduct in the future.

Your access to any of the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new functions or services. Availability of our Platform may also be interrupted in the case of events or occurrences beyond our reasonable control. We will not be liable for any consequential, indirect or special loss or damage, loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, loss of data or information to you if for any reason the Platform is unavailable at any time or for any period.

WEBSITES WE LINK TO

The Platform may link to other third-party websites from which third-party services can be obtained. Whilst we reasonably believe that these are reputable sources of such services, you acknowledge that these other websites are independent from us and we make no representations or warranties as to the legitimacy, accuracy or quality of such third-party services, and we do not accept any responsibility for their content, safety, practices or privacy policies. You access any third party at your own risk.

COMPUTER VIRUSES

We do everything we can to ensure that no part of the Platform will contain or spread any viruses or other malicious code but this section explains how you can best protect your devices.  

We recommend that you ensure that equipment used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform (if applicable) and regularly check for the presence of viruses and other malicious code. 

To the full extent permitted by law we exclude liability for damage or loss of any kind caused by errors, computer viruses, other malicious code or harmful components  originating or contracted from the Platform and any interruptions in your access to ArthurPay or the Website.

INSURANCE AND PROFESSIONAL ADVICE

Payees are responsible for obtaining (i) their own appropriate insurance for any property or rental services they provide to Payers; (ii) legal advice in respect of the same; and (iii) any tax or financial advice in respect of earnings received into their Virtual Account; and (iv) any other professional advice associated with their properties or rental services from time to time. ArthurPay does not and will not provide any such forms of advice, which are the sole responsibility of applicable Payees.

Equally, Payers agree that Arthur provides no warranty or representation of any kind to Payers in respect of the legitimacy, reliability, actions or omissions of any Payee (including after having conducted applicable KYC Checks in conjunction with the Payment Service).  

NO RELIANCE ON INFORMATION 

All information published on or via the Platform is provided in good faith and for general information purposes only. We make no warranties about the completeness, reliability, or accuracy of such information. Any action you take based on such information is taken at your own risk, including in respect of Virtual Accounts, Payment Links or otherwise.

IF THERE IS A PROBLEM WITH THE PLATFORM

If you have any questions or complaints about the Platform or User Content please contact us. You can contact us at support@arthuronline.co.uk. 

We are under a legal duty to provide a Platform that is in conformity with these Terms and have set out a summary of your key legal rights in relation to the Platform. Nothing in these Terms will affect your legal rights.

Summary of key legal rights:

1. the Platform must be as described, fit for purpose and of a satisfactory quality;
2. if the Platform is faulty, you’re entitled to a repair or replacement; and
3. if the fault cannot be fixed, or if it hasn’t been fixed within a reasonable time (e.g. one month), you can get some or all of your money back for subscriptions on a pro rata basis for the relevant time period.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Please note however that actions of Payers and Payees outside of our reasonable control will not be attributable to our negligence, including in respect of private rental or other arrangements between them. In all other cases, we disclaim all implied warranties of merchantability or fitness for purpose, and will only be liable up to a maximum of amounts paid by you to us in the preceding 12 months. 

We provide the Platform for the purposes outlined in these Terms. You agree not to use any of them for any purpose not expressed or implied by these Terms, and we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, or any indirect or consequential loss arising out of or in connection with these Terms.

Except as set out in the paragraphs above, you accept and agree we will not be liable for any harmful effect that accessing the Platform may have on you, and you agree that you access the Platform at your own personal and commercial risk. 

COMMUNICATIONS BETWEEN US 

If you wish to contact us for any reason, you can do so via support@arthuronline.co.uk. 

Other than to provide the services provided within our Platform, we will only contact you if we make any relevant updates or changes to our services, or where you have signed up for marketing communications. You may opt out of marketing communications at any time via your settings within the Platform.

The Platform may use pop-up notifications, unless you disable them. Please note though that it is not possible to disable service information or error alerts. 

OTHER IMPORTANT TERMS

This section provides all of the extra terms that we have to tell you about. 

We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may not assign or transfer any rights you may have under these Terms without our prior written approval, given at our absolute discretion.

None of the rights or obligations under these Terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms.

Under these Terms, you are granted a licence only in respect of our Platform. Any payments made to access it are in consideration for a licence to access our Platform. We retain ownership in the Platform at all times.

If we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you, and it does not mean that you are relieved of your obligations under these Terms. If we do waive a breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach by you.

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms between ArthurPay and any Payer and Payee.

Each of the terms and conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect. Subject to any applicable law and consumer rights, these Terms (including those incorporated by reference in it) are the full agreement between us and Users. 

These Terms are governed by English law and the courts of England have exclusive jurisdiction. 

ArthurPay is a trademark of Arthur Online Limited. All ArthurPay trademarks, service marks, trade names, logos, domain names, and any other features of the ArthurPay brand (“ArthurPay Brand Features”) are the sole property of ArthurPay or its licensors. These Terms do not grant you any rights to use any ArthurPay Brand Features whether for commercial or non-commercial use.

Updated in May 2023.

‘Arthur Online Limited is a distributor of Modulr FS Limited, a company registered in England and Wales with company number 09897919, which is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution (Firm Reference Number: 900573) for the issuance of electronic money and payment services. Your account and related payment services are provided by Modulr FS Limited. Whilst Electronic Money products are not covered by the Financial Services Compensation Scheme (FSCS) your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Electronic Money Regulations 2011 – for more information please see “Modulr – How we keep your money safe”.