1. About these Terms
Who we are. Geniqlo is the trading name of the Geniqlo payments platform, operated by Tipinc Limited, a company registered in England and Wales (company number 13101378) with its registered office at 6th Floor, 25 Farringdon Street, London EC4A 4AB (the "Platform Operator", "we", "us", "our").
Payment services. Card acceptance and Direct Debit collection services accessed through the Geniqlo platform are provided by Global Payments, a trading name of GPUK LLP, a limited liability partnership registered in England (company number OC337146), with its registered office at Granite House, Granite Way, Syston, Leicester, LE7 1PL. GPUK LLP is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 (reference 504290) for the provision of payment services and under the Consumer Credit Act (reference 714439) for the undertaking of terminal rental agreements (the "Payment Services Provider").
Where these terms refer to "Geniqlo", "we", "us" or "our", the relevant entity is the Platform Operator. The provision of regulated payment services to you under your separate Merchant Services Agreement is governed by your contract with the Payment Services Provider.
These General Terms (the "Terms") set out the agreement between you (the "Customer", "you", "your") and the Platform Operator for the provision of the Geniqlo platform and related platform services (the "Platform Services").
These Terms apply alongside, and do not replace:
- your separate Merchant Services Agreement with the Payment Services Provider, which governs the regulated payment services you receive through Geniqlo (card acceptance and Direct Debit collection); and
- any product-specific or order-form terms that you and we agree in writing.
If there is a conflict between these Terms and a written order form or product-specific terms signed by both parties, the order form or product-specific terms prevail in respect of the subject matter covered. If there is a conflict between these Terms and the Merchant Services Agreement in respect of regulated payment services, the Merchant Services Agreement prevails.
2. The Platform Services
The Platform Services comprise the Geniqlo dashboard, application programming interfaces (APIs), reporting and reconciliation tools, technical support, and related software and services made available by us under your account.
The Platform Services do not, in themselves, constitute the provision of regulated payment services. The acceptance, processing, settlement and refund of card payments and the collection of Direct Debit payments are performed by the Payment Services Provider under the Merchant Services Agreement.
3. Your account and onboarding
To use Geniqlo you must open an account and complete onboarding. Onboarding includes acceptance of these Terms, acceptance of the Merchant Services Agreement, and the completion of know-your-business (KYB), identity verification, anti-money-laundering, sanctions and credit checks required by us and by the Payment Services Provider.
You must provide accurate, current and complete information during onboarding and keep it up to date. We may refuse to open an account, suspend an account, or terminate an account where required to do so by law, by scheme rules, by the Payment Services Provider, or where we reasonably consider it necessary to manage risk.
You are responsible for the security of your account credentials and for all activity carried out under your account. You must notify us immediately if you suspect that your account has been compromised.
4. Use of the Platform
You may use the Platform only for your own legitimate business purposes and only in accordance with these Terms, the Merchant Services Agreement, applicable scheme rules (including Visa, Mastercard and Bacs scheme rules), and applicable laws.
You must not use the Platform to process payments for goods or services that are prohibited by our Acceptable Use Policy, by the Payment Services Provider's policies, by scheme rules, or by applicable law.
You must not attempt to circumvent, disable, reverse-engineer or otherwise interfere with the technical security or operation of the Platform.
5. Fees
Fees for the Platform Services and for the regulated payment services are set out in your published pricing or, where applicable, in your order form or in the Merchant Services Agreement. Fees may comprise a combination of percentage-based and per-transaction charges, and may differ by payment method.
We may amend fees on at least two months' notice. Where fees are part of the Merchant Services Agreement, changes are governed by the terms of that agreement.
6. Settlement of funds
Funds collected from your customers through the Platform are settled to you by the Payment Services Provider in accordance with the Merchant Services Agreement. The Platform Operator does not hold customer funds and is not a payment services provider.
7. Intellectual property
All intellectual property rights in and to the Platform, including its software, design, documentation and trademarks, are owned by us or our licensors. We grant you a non-exclusive, non-transferable, revocable licence to use the Platform during the term of your account, solely for your internal business purposes and solely in accordance with these Terms.
You retain ownership of your own data submitted to the Platform. You grant us a non-exclusive licence to process that data as reasonably necessary to provide the Platform Services and to perform our obligations under these Terms.
8. Data protection
Our processing of personal data is described in our Privacy Notice. Where we process personal data as a processor on your behalf in the course of providing the Platform Services, we do so in accordance with a data processing agreement that forms part of these Terms.
9. Confidentiality
Each party will keep the other party's confidential information confidential and use it only for the purposes of performing this agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or by a regulator.
10. Term and termination
These Terms continue in force until terminated. Either party may terminate for material breach that is not remedied within 30 days of written notice. We may terminate immediately where required by law, by scheme rules, by the Payment Services Provider, where you become insolvent, or where we reasonably consider it necessary to prevent fraud, money laundering, or material harm to other Geniqlo customers or to the integrity of the Platform.
On termination your right to access the Platform ends. We will return or, where applicable, securely delete your data in accordance with our retention policy and applicable law.
11. Liability
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
Subject to the paragraph above, our total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid by you to us under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.
Subject to the first paragraph of this clause, neither party is liable for indirect, special, consequential or punitive losses, or for loss of profit, revenue, goodwill, business opportunity, anticipated savings, or loss or corruption of data.
This clause does not limit or affect the liability of the Payment Services Provider to you under the Merchant Services Agreement, which is governed by that agreement.
12. Service availability and support
We aim to keep the Platform available at all times but do not guarantee uninterrupted availability. We may suspend access for scheduled maintenance, security reasons, or where required by law. We will provide reasonable notice of scheduled maintenance where practical.
Support is available by email at support@geniqlo.com during UK business hours. Service-level commitments, where applicable, are set out in your order form.
13. Changes to these Terms
We may amend these Terms from time to time. We will give you at least two months' notice of material changes by email or by notification in the Platform. Your continued use of the Platform after the notice period constitutes acceptance of the amended Terms.
14. Governing law and jurisdiction
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising under or in connection with these Terms.
15. Complaints
If you have a complaint about the Platform, please follow the process in our Complaints Policy. Complaints relating to regulated payment services are handled by the Payment Services Provider in accordance with the Merchant Services Agreement.
16. Contact
For legal matters, contact us at legal@geniqlo.com. For general support, contact us at support@geniqlo.com.