This Service is available to users with an account on the Lopay Merchant App only (the “App”). Our Terms of Service (available here: Terms of Service | Lopay) and all policies which cover your use of the App continue to apply to your account.

This agreement between Lopay Ltd (“Lopay”, “we”, “us”, “our”, as applicable), a private limited company incorporated in the United Kingdom, with any user who purchases the Service (“user”, “you”, or “your”, as applicable) is subject to these terms and conditions (the “agreement”). Our company registration number is 13384279 and our registered address is 20-22 Wenlock Road, London, England, N1 7GU.

The provisions of our Terms of Service apply to this agreement too. If there is any inconsistency or conflict between our Terms of Service and the terms of this agreement which relates to the subject matter of this agreement, the terms of this agreement will take priority.

The Service is for business use only and not for use by consumers. All references to “you” or “your” in these terms and conditions shall be deemed to include the entity, business or other organisation on whose behalf you are subscribing to the Service and you promise to us that you have the necessary authority to bind that organisation to this agreement.

What is included in this Service?

The Service includes:

By proceeding with your order, you agree to comply with these terms and conditions. If you do not agree to be bound by the terms and conditions set out here, you should not proceed with your order.

This agreement will become legally binding when you have signed a copy of it. Once you have entered into this agreement, we will send you a copy of it.

The Service you purchase will last for a minimum of twelve months initially (the “minimum term”), unless terminated earlier. The minimum term will start from the date on which we confirm your order (the “start date”).

At the end of the minimum term your Service will automatically renew for further twelve-month periods consecutively (each, a “renewal period”), unless you tell us you want to cancel within at least 30 days’ in advance of the renewal date, in accordance with paragraph 15 (Can I cancel the agreement?). We refer to the minimum term plus any renewal periods as your “subscription period”.

In some circumstances, the subscription period may end earlier. If the agreement is terminated for any reason, your subscription period will end on the date of termination and paragraph 17 (The effect of termination of this agreement) will apply.

The charges for this Service will be communicated to you in the order summary page and are also available on our website (the “charges”). Subject to paragraph 8.3, upon subscribing to this Service, you will charged monthly in advance during your subscription period.

We will take the first payment of charges from you when you submit your order prior to delivery of the Equipment to you. After that, we will continue to take your monthly charge in advance on the same day as (or closest business day to) your order confirmation date during the subscription period.

We may run eligibility checks, as set out in paragraph 10 (Will Lopay perform any checks on the user?) on you prior to confirming your subscription and reserve the right to modify your payment terms subject to your status and with your agreement. Where we agree to a payment method and subscription plan that is different to that set out in these terms, this will be communicated separately in writing to you.

You will need to pay the charges in pounds sterling (£) unless we agree otherwise. All the charges and any fees that may apply under these terms and conditions are non-cancellable and non-refundable. You will need to pay the charges to us regardless of whether you use, or are able to use, the Equipment.

If you choose to pay by credit or with debit card, including by any mobile payment services, you authorise us to store your card details and to charge your card for the charges during the subscription period (including all the charges for renewal periods) plus any fees that may apply under these terms and conditions. You are responsible for keeping the card details you have provided us with for your account up-to-date and for updating them with us if they change.

We may ask you to pay by Direct Debit. If this is the case, you will take the necessary steps to instruct your bank to permit us to collect Direct Debits for the charges from your account (subject to the Direct Debit Guarantee) plus any fees that may apply under these terms and conditions.

We charge for postage and packaging of the Equipment. Additional fees and taxes may apply to the charges.

We may increase the charges and any fees which may apply under these terms and conditions. If we do so, we will tell you. Any such changes will only apply from the start of any renewal period.

The transaction fees which apply under our Terms of Service will apply to all transactions made with your Lopay account on the App.

If you fail to make payments of the charges on time, we will remind you that you need to pay. If after we remind you to pay the charges you still do not pay them, we may deduct the amount of the outstanding charges from your Lopay account balance without prejudice to any other rights we may have or remedies we may pursue (whether the liability is present or future, liquidated or unliquidated, and whether or not the liability arises under this agreement). You authorise us to make deductions from your Lopay account balance if you fail to pay the charges on time.

We will provide the Service to you and arrange delivery of the Equipment to the address you provide us with. You will need to ensure that you, or your nominated person(s), are able to take delivery of the Equipment safely and securely. Carrier requirements may apply. We cannot be held responsible if delivery is unsuccessful due to anything you do or fail to do.

We will try to deliver the Equipment to you within 2-3 business days of your payment of the first monthly charge and the postage and packaging fee, but there is no fixed date or timescale for delivery of the Equipment.

You will need to ensure you comply with our Lopay Merchant App Terms of Service and any agreements or policies referred to in our Terms of Service throughout your subscription period.

We try to ensure that our Service is always available, but, of course, due to the inherent nature of internet-based services, we cannot guarantee this.

We do not guarantee that the Service will always be available or uninterrupted.

There may be circumstances where we have to change, suspend, or interrupt the Service. We will tell you as soon as we can if that is the case.

You are responsible for ensuring the Equipment is installed properly wherever you arrange for it to be installed. Accessories are available to purchase separately.

Eligibility criteria may apply before we can provide you with the Service.

We may have performed checks on you already as part of your onboarding and Lopay set up.

We may need to perform additional checks on you (such as credit checks or ID verification) before we confirm your order or at any point during the Service to ensure that we can provide the Service to you.

For us to perform the Service, you need to:

If the Equipment is faulty, damaged, lost, or stolen, then you need to tell us as soon as possible.

At our sole discretion, we may offer you returns or exchanges for faulty Equipment free of charge, but you will need to request this from us as soon as possible at [email protected]. We will not offer you a return or exchange if you have not made payments of the charges or any fees which may apply under these terms and conditions, or if we have concerns about your request.

We may offer you replacements for Equipment which is damaged, lost, or stolen subject to additional fees. We cannot guarantee that replacement Equipment will match exactly the original Equipment that you received.

We will always retain ownership of the Equipment.

At no point will payment of any charges or other fees mean that ownership of the Equipment transfers to you or anyone else. You will not earn any right, title, or interest in the Equipment except for the right to possess the Equipment subject to these terms and conditions.

When the Equipment has been delivered to you, you will take on the risk of loss, theft, damage, or destruction of the Equipment. During the subscription period and any period afterwards while it remains in your possession, the Equipment is at your sole risk.

If your subscription period ends for any reason, you need to contact [email protected] to arrange to return the Equipment to us as soon as you can.

If you have cancelled the agreement, the terms described in paragraph 15 (Can I cancel the agreement?) will apply.

Generally, if you do not return the Equipment to us within 30 days of the end of your subscription period, we will charge you using your payment method or by a deduction from your Lopay account balance.

The full cost of the Equipment is approximately £250.00, but that may vary (the “full cost of the Equipment”). If you do not return the Equipment in good working condition and good repair, we may charge you the full cost of the Equipment (unless you are returning Equipment which is faulty in a way which we are satisfied is not your fault).

During your subscription period, you can cancel the agreement by giving us no less than 30 days’ notice in writing before a renewal period starts. The date when your subscription period ends will be your “cancellation date”. If you do not give us notice to cancel in time before renewal, the agreement will automatically renew and the charges for the renewal period will apply.

If you ask us to cancel the agreement early within the minimum term or a renewal period, we may charge you early cancellation charges. Early cancellation charges are based on how much of the monthly charges you have paid to us up to the date of termination.

If you cancel the agreement, you will have to return the Equipment to us within 14 days of your cancellation date. We may offer a pre-paid return label for you to do so. If you fail to return the Equipment within 14 days of your cancellation date, we may charge you the full cost of the Equipment. If the Equipment is returned but is not in good working condition and good repair, or it is damaged, we may charge you additional fees.

We may stop providing the Service to you at any time by giving you at least 30 days’ written notice at any time to terminate the agreement.

We may terminate the agreement if you don’t comply with this agreement or our Terms of Service. If you do not comply with any part of this agreement or our Terms of Service, we may give you a reasonable amount of time to put things right, but we do not have to. If we do not enforce, or if we delay in enforcing, any part of these terms and conditions, that will not be a waiver of our rights. Any amendment or waiver to these terms and conditions must be in writing and signed by us.

There are other circumstances where we may terminate the agreement immediately, including where:

When this agreement terminates or is cancelled for any reason:

We and our licensors own all the intellectual property rights relating to the Service and the Equipment. You will not own, or gain any rights to own, any intellectual property rights by purchasing the Service.

The section on Intellectual property rights in our Terms of Service applies to this agreement.

We may revise these terms and conditions from time to time for any reason, including to reflect changes in relevant laws and regulatory requirements. Any changes made to these terms and conditions will apply 7 days after the date we post the modified terms on our website or our App. It is your responsibility to check that you have read and agree with the latest version of the terms and conditions we have posted.

Except as set out in this paragraph 21 (Limits on our liability), we are not responsible for any loss or damage that you suffer as a result of your own breach of the agreement, or as a result of any IT hardware or software failure.

To the extent permitted by law, we exclude all liability other than as set out in this paragraph 20 (Limits on our liability) whether arising in contract, in tort (including negligence), breach of statutory duty or otherwise for loss or damage which you or any third party may incur in connection with the Service and this agreement. In particular, we will not be responsible or liable for any losses related to any business of yours including any indirect, consequential or special loss or damage; or lost data, profits, revenue, business, opportunity, goodwill, reputation or business interruption (regardless if indirect or direct).

Except as expressly set out in this paragraph 21 (Limits on our liability), our maximum aggregate liability to you under or in connection with the agreement and the Service, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to £50 (fifty pounds sterling).

We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so. This includes any responsibility for: