Terms and Conditions

Last updated: July 12, 2020

Please read these terms and conditions carefully before using Our Service.

Introduction

Neutro provides a technical solution for facilitating payments from customers to online merchants (e-commerce). Neutro is not itself a merchant and is not a bank, payment remitter, or a Payment Initiation Service Provider (PISP). We never function as the merchant/vendor, we do not transmit money and do not function as a PISP. Rather we provide software to help merchants connect to a licensed PISP who in turn will facilitate payment by direct bank transfer from the customer to the merchant.

Interpretation and Definitions

Definitions

For the purposes of these Terms and Conditions:

Application means the software program provided by the Company downloaded by You or accessed in your web browser on any electronic device, named Neutro or Neutro Pay

Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Account means a unique account created for You to access our Service or parts of our Service.

Company (referred to as either “Neutro”, “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Neutro Ltd, registered in the UK.

Country refers to: United Kingdom

Customer is a person or business who chooses to buy products or services from a Merchant and chooses to pay using Neutro (with or without signing up for an Account)

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

Merchant is a business that sells products or services on the web and chooses to offer the Neutro app as one of the payment options in their checkout process

PISP The licensed Payment Initiation Service Provider which Neutro partners with, currently TrueLayer Limited.

Service refers to the Application or the Website or both.

Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

Website refers to Neutro, accessible from https://www.neutro.net/

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Typically you will use the Service as either a Customer or a Merchant.

Acknowledgement

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and Neutro. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all Customers and Merchants who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Customer Agreement

When You use Our Service to initiate a payment you understand that:

  • We are not responsible for the products or services you are purchasing and that any problem with such product or service is to be disputed in between You and the Merchant from which You have purchased
  • Any refund or claim to refund is dependent on Your agreement with the providing merchant. In case of any refund that is made through Our Service you may be required to give Us your bank account details in order for us to complete the refund.
  • We do not handle your money. Any issue relating to the payment is between you, your bank, the Merchant, and if appropriate the PISP.
  • We never gain any kind of access to Your bank account, and we never see your bank details (other than the name of the bank). You will in no way hold Neutro liable for any issues with your bank account including fraud by a third party.

Merchant Agreement

When You use Our Services to accept payment initiations in your store or online store, You understand that You may not facilitate illegal Transactions or receive any funds from any natural person or any organization or company that you suspect of having illegal activities or who’s funds may be coming from illegal activities. You must, to the best of your ability and to the extent that could be expected from You, inquire into any suspicious transactions in accordance with United Kingdom law including, but not limited to, anti money laundering (AML) laws.

We are not responsible for the payments in any way whatsoever. Our role is limited to transmitting the request to initiate a payment to the PISP who will initiate a request to the bank. By using Our services to accept payment initiations, You understand that any failed payment that may accrue, after We have received an acknowledgement from the payer’s bank that the payment has been executed via the relevant interbank payment system, will not be in any way our responsibility. Any dispute that may arise in such circumstances will be settled in between You and the payer or with the relevant bank. 

Any information that is provided to Our Service in an API call from Your shop’s website will be Ours to use in accordance with our privacy policy. 

By using Our service You agree that We can use Your logo on our site and marketing material in reference to You being a customer of Our Service. Likewise, you may list our name and logo if you choose to do so when you list your technology partners/suppliers.

Cost of Service

Using Our payment gateway is, and must be, free of charge for Customers.

If You receive payments using Our Services, You must pay Us by bank transfer for each payment in each calendar month, by the 14th of the following calendar month, to the bank account specified by Us.

The service pricing can be found at www.neutro.net/pricing/. Neutro may change its fee at any time.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as an email, the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

You may not attempt to copy or reverse engineer our software or other intellectual property. You may not use our Service in any way other than the intended way and may not make any attempt to “hack” or interfere with our service.

User Generated Content

You assign all rights, title and interest in any Content You provide the Company including feedback and any data you choose to upload to the site (for example text, photos etc.). If for any reason such assignment is ineffective, You grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such content without restriction.

Links to Other Websites and Services

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage caused in connection with the use of any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Our services use TrueLayer Limited as a third party provider of PISP services and technical integration services. By using our services you agree to TrueLayer Limited’s Terms of Service.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. 

If You wish to terminate Your Account, You may simply discontinue using the Service.

LIMITATION OF LIABILITY

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Service in the prior six months or 100 GBP if You haven’t paid anything for the Service.

Our Service is meant to make it easier for a consumer to pay for a product or service. Neutro Ltd and Our Service are not a party in any such transaction. By using Our Service in the payment process You understand that this transaction is being made in between a Customer and a Merchant in accordance with their contract, that the payment is being made with use of a bank transfer in accordance with the bank’s terms and conditions and the payment initiation is being executed by TrueLayer Limited in accordance with their terms and conditions and their regulated role as a PISP.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some countries and states in the US do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

We make test versions of the Service available so you can test the Service thoroughly and ensure it meets your requirements prior to using it.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.#

United Kingdom Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United Kingdom government embargo, or that has been designated by the United Kingdom government as a “terrorist supporting” country, and (ii) You are not listed on any United Kingdom government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: legal@neutro.net