Merchant Agreement

1. Definitions

“Open Banking Payment”: a bank-to-bank payment initiated through regulated Open Banking providers (Plaid).

“Card Payment”: a payment made using debit or credit cards (Visa, Mastercard, American Express) processed by Stripe.

“Customer”: an individual or business making a payment to you.

“Merchant Account”: your QloudPay account used to access services.

“Services”: QR payments, payment links, Open Banking initiation, card processing, dashboards, reporting and related merchant tools.

“Stripe”: our regulated card payment partner. “Plaid”: our regulated Open Banking partner.

2. Who we are

QloudPay Limited is a company registered in England and Wales. Company number: 17144607. Registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. Email: support@qloudpay.co.uk.

QloudPay provides QR-based payment initiation technology and merchant tools. QloudPay does not hold customer funds, operate a wallet, or act as an acquirer.

3. Acceptance of this Agreement

By using QloudPay, you confirm that:

• you are authorised to act on behalf of your business
• you agree to this Agreement
• you agree to QloudPay's Terms of Service and Privacy Policy
• you agree to Stripe's Connected Account Agreement for card payments
• you agree to any additional terms required by Open Banking partners (Plaid)

If you do not agree, you must not use QloudPay.

4. Our Services

QloudPay provides:

• Open Banking payment initiation via Plaid
• QR code payments
• Payment links
• Card payments via Stripe
• Merchant dashboards
• Transaction reporting
• Payout routing
• Refund tools
• Support services

QloudPay does not hold customer funds, provide lending or credit, operate a stored-value wallet, act as an acquirer, or provide financial advice.

Regulatory position: all card payments are processed by Stripe, a regulated payment service provider, and all Open Banking payments are initiated through Plaid, a regulated Open Banking provider. Funds move directly from the customer's bank to the merchant's bank. QloudPay never has access to customer funds and does not control settlement timelines.

5. Merchant Eligibility

To use QloudPay, you must:

• be a UK-registered business
• provide accurate onboarding information
• comply with all laws, card scheme rules and banking requirements
• not engage in prohibited activities (see Section 13)

We may refuse or suspend accounts at our discretion.

6. Open Banking Payments

Open Banking payments are initiated through Plaid. When a Customer authorises a payment:

• the Customer's bank processes the payment
• funds move directly from the Customer's bank to your bank
• QloudPay receives confirmation of the payment
• QloudPay does not hold or delay funds

You must ensure your bank account can receive Faster Payments.

7. Card Payments

Card payments are processed by Stripe. By enabling card payments, you agree to Stripe's Connected Account Agreement and to Stripe's terms, policies and scheme rules.

Card payments are subject to authorisation results, settlement timelines, chargebacks, scheme rules and Stripe's risk controls. QloudPay does not control card acceptance or settlement times.

8. Fees

You agree to pay:

• monthly subscription fees
• Open Banking transaction fees
• card processing fees (passed through from Stripe)
• chargeback fees
• refund fees (where applicable)

We may update fees with reasonable notice. You are responsible for bank charges, Stripe fees, taxes, and any losses arising from disputes or fraud.

9. Payouts

Open Banking payments: funds settle directly from the Customer's bank to your bank. QloudPay does not hold or delay funds.

Card payments: payouts are handled by Stripe and settlement times depend on Stripe's policies. QloudPay does not control payout schedules.

10. Refunds

You are responsible for issuing refunds to Customers.

Open Banking refunds must be initiated through your bank; QloudPay provides tools to record refund activity.

Card refunds are processed through Stripe and you are responsible for any associated fees.

11. Chargebacks

Chargebacks apply only to card payments. You are responsible for:

• responding to chargebacks
• providing evidence
• paying chargeback fees
• any losses arising from disputes

QloudPay does not intervene in card scheme decisions.

12. Merchant Responsibilities

You must:

• provide accurate business information
• keep your Merchant Account secure
• comply with all laws and card scheme rules
• ensure your products/services are lawful
• provide customer support
• handle refunds and disputes
• maintain accurate records
• not misuse QloudPay services

13. Prohibited Activities

You must not use QloudPay for:

• fraud or money laundering
• illegal goods or services
• unlicensed financial services
• gambling (unless licensed)
• adult content
• counterfeit goods
• pyramid or investment schemes
• high-risk activities prohibited by Stripe or banking partners

We may suspend or terminate accounts involved in prohibited activities.

14. Account Security

You must:

• keep login details secure
• notify us immediately of unauthorised access
• ensure authorised staff use the account responsibly

We may require multi-factor authentication.

15. Data Protection

QloudPay processes personal data in accordance with our Privacy Policy. You must comply with applicable data protection laws when handling Customer information.

16. Service Availability

We aim to provide reliable services but do not guarantee:

• uninterrupted access
• error-free operation
• real-time processing

We may suspend services for maintenance, security or legal reasons.

17. Changes to Services

We may update, modify or discontinue features. Where changes are material, we will provide reasonable notice.

18. Termination

You may close your account at any time. We may suspend or terminate your account if:

• you breach this Agreement
• you provide false information
• you engage in prohibited activities
• required by Stripe, banks or regulators

Upon termination, outstanding fees remain payable, you must stop using QloudPay, and historical transaction data may remain accessible for compliance reasons.

19. Liability

QloudPay is not liable for:

• losses caused by banks, Stripe, Plaid or other third-party providers
• failed or delayed payments
• chargebacks or disputes
• incorrect information provided by you
• indirect or consequential losses
• loss of profits or business interruption

Our total liability is limited to the fees paid by you in the previous 12 months. Nothing in this Agreement limits liability for fraud or matters that cannot be excluded by law.

20. Complaints

If you have concerns, contact us at support@qloudpay.co.uk. We aim to respond promptly.

21. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes will be resolved in the courts of England and Wales.

22. Contact Us

For questions about this Agreement, email legal@qloudpay.co.uk or write to 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.