Welcome to PayCarDealer.co.uk a Flipping Cars Ltd Trading Name.
This PayCarDealer.co.uk Services Agreement (“Agreement”) is a legal agreement between Flipping Cars Ltd trading as PayCarDealer.co.uk. (“PayCarDealer.co.uk”, “Flipping Cars Ltd” “we” or “us”) and the entity or person (“you”, “your”, or “user”) who registered on the PayCarDealer.co.uk Account page to receive certain payment, analytics and benchmarking, and other business services that may be offered by PayCarDealer.co.uk and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
To use PayCarDealer.co.uk you MUST have a Stripe.com account and agree to all their Terms and Conditions also. We reserve the right to withdraw this service without notice and without obligation to you at anytime and without compensation.
Section A: General Terms
1.Overview of this Agreement
This Agreement provides a general description of the Services PayCarDealer.co.uk may provide to you, including those allowing you to Invoice your customers accept payments from purchasers of your goods or services or donors to your organization (your “Customers”) through the Stripe merchant gateway.
Before using the Services, you must register with PayCarDealer.co.uk and create an account (a “PayCarDealer.co.uk Account”). You must also open an account with Stripe and abide by there Terms and Conditions too. You must also maintain your account with Stripe in good standing. That is your responsibility.
Your PayCarDealer.co.uk Account
Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in United Kingdom are eligible to apply for a PayCarDealer.co.uk Account to use the Services described in this Agreement. PayCarDealer.co.uk and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
a.To register for a PayCarDealer.co.uk Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, business identification number, URL, the nature of your business or activities, and Stripe will also want certain other information about you that they require. We and Stripe may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your PayCarDealer.co.uk Account administrator. Until you have submitted, and we have reviewed and approved all required information, your PayCarDealer.co.uk Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason without financial compensation. This applies to your Stripe account too.
b. We do not provide any financial services. We merely provide a platform for you to use Stripes services. You must abide by there terms and transact legally with them. You will insure us against any legal and other costs that your misuse of this and their services costs us.
2. Fees and Fines
PayCarDealer.co.uk will provide the Services to you at a fixed monthly rate. Stripe will provide the services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Stripe Account (such as handling a disputed charge). By registering for PayCarDealer.co.uk and Stripe, you are requesting the application of blended merchant service charges to your payment card transactions, and the fee information in this Agreement is presented in accordance with this request. We may revise the Fees at any time upon 30 days’ notice to you. We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed on you or PayCarDealer.co.uk & Stripe by any bank, money services business, payment network, financial institution or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods or services tax (including VAT), on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
3. Service Limitations, Prohibited Activities, and Security Controls
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
b. Prohibited Businesses and Activities: You may not use the Services, for your benefit or the benefit of another, for any activities PayCarDealer.co.uk and Stripe has identified as a prohibited business or activity (collectively, “Prohibited Businesses”). Prohibited Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States or United Kingdom.
Please review the list of Stripes Prohibited Businesses thoroughly before registering for and opening a PayCarDealer.co.uk and Stripe Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact Stripe here contact . Stripe may add to or update the Prohibited Business List at any time.
c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public PayCarDealer.co.uk systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
d. Security Controls: We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). You agree to review the Security Controls and the Documentation that we provide to you, and to select the Security Controls that meet your business requirements. If you believe that the Security Controls we provide are insufficient, then you agree to separately implement additional controls that meet your requirements. You may review some of the details of Stripes Security Controls on Stripes website.
4. Suspicion of Unauthorised or Illegal Use
We may refuse, condition, or suspend any Transactions that we believe may violate this Agreement or other agreements you may have with PayCarDealer.co.uk or Stripe; or that expose you, PayCarDealer.co.uk, or others to risks unacceptable to PayCarDealer.co.uk. If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your PayCarDealer.co.uk Account, your Customers, and Transactions made through your use of the Services.
5. Disclosures and Notices; Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for a PayCarDealer.co.uk Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from PayCarDealer.co.uk (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that PayCarDealer.co.uk can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your PayCarDealer.co.uk Account. Notices may include notifications about your PayCarDealer.co.uk Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
c. SMS and Text Messages: You authorise us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your PayCarDealer.co.uk Account (such as through two-step verification), and to provide you with other critical information about your PayCarDealer.co.uk Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security procedures and controls intended to reduce the risk of fraud to you and your Customers (“Security Controls”) on your PayCarDealer.co.uk Account and may increase the risk of loss to your business.
d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact Stripe or PayCarDealer.co.uk and we can find another means of delivery.
e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your PayCarDealer.co.uk and Stripe Account.
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or PayCarDealer.co.uk or Stripe. You may terminate this Agreement by closing your PayCarDealer.co.uk Account and Stripe account at any time by opening the data tab in your account settings, selecting “close my account” and ceasing to use the Service. If you use the Services again or register for another PayCarDealer.co.uk Account or Stripe account, you are consenting to this Agreement. We may terminate this Agreement or close your PayCarDealer.co.uk Account at any time for any reason by providing you Notice. We may suspend your PayCarDealer.co.uk Account and your ability to access funds in your PayCarDealer.co.uk Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your PayCarDealer.co.uk Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law or Financial Services Provider requires us to do so.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, and (iii) immediately remove all PayCarDealer.co.uk or payment network logos from your website (unless permitted under a separate licence with the payment network).
Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, Stripe will pay out any remaining funds owed to you in accordance with Section C. on Stripes website.
In addition, upon termination you understand and agree that (i) all licences granted to you by PayCarDealer.co.uk and Stripe under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
7. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
8. No Warranties
WE PROVIDE THE SERVICES AND PAYCARDEALER.CO.UK IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY PAYCARDEALER.CO.UK OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM PAYCARDEALER.CO.UK OR ANOTHER PAYCARDEALER.CO.UK ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A PAYCARDEALER.CO.UK ENTITY TO YOU.
YOU AFFIRM THAT NO PAYCARDEALER.CO.UK ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.
THE PAYCARDEALER.CO.UK ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT PAYCARDEALER.CO.UK WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE PAYCARDEALER.CO.UK ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
9. Limitation of Liability
Under no circumstances will any PayCarDealer.co.uk or Flipping Cars Ltd Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the PayCarDealer.co.uk Entities have been advised of the possibility of such damages. The PayCarDealer.co.uk Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, your PayCarDealer.co.uk Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The PayCarDealer.co.uk Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the PayCarDealer.co.uk Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to PayCarDealer.co.uk during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
10. Responding to Legal Process
UK Law applies. (England).
11. Dispute Resolution; Agreement to Arbitrate
a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be Birmingham, England or with Stripes preferred location. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of United Kingdom, exclusive of conflict or choice of law rules. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested (“Arbitration Demand”).
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
12. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and PayCarDealer.co.uk for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and PayCarDealer.co.uk, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.