Vera Pay Terms & Conditions

Vera Pay provides technology and operational services that help businesses accept, manage and reconcile payments. The Services may include payment APIs, hosted payment flows, dashboard access, onboarding tools, transaction reporting, settlement support, fraud and risk tools, and other related payment technology services.

Vera Pay uses Stripe and related Stripe group companies as its primary payment processing infrastructure provider. Vera Pay may also work with other third-party payment processors, acquiring banks, payment schemes, payment method providers, identity verification providers, fraud prevention providers and other service providers to deliver the Services.

Vera Pay is not a bank. Unless expressly stated otherwise, Vera Pay does not hold deposits, provide credit, issue regulated financial products or act as your bank.

To use the Services, you must register for a Vera Pay account and provide the information we request.

You may only use the Services if you are:

• a business, sole trader, charity, marketplace, platform or other legally recognised organisation;
• authorised to enter into these Terms;
• using the Services for genuine business purposes; and
• located in a country or region we support.

We may ask you to provide information about your business, owners, directors, representatives, website, products, services, trading activity, bank account, regulatory status and any other information reasonably required for onboarding, verification, underwriting, risk assessment or compliance.

You confirm that all information you provide to us is accurate, complete and up to date.

The person registering your account confirms that they are authorised to act on your behalf and bind you to these Terms.

If you are a sole trader, you are personally responsible for your account, your use of the Services and all amounts owed under these Terms.

We may ask for evidence that your representative has authority to act on your behalf.

We may carry out verification, underwriting, fraud, sanctions, credit, anti-money laundering and other checks before or during your use of the Services.

We may request additional information at any time, including identification documents, business licences, invoices, financial information, proof of fulfilment, refund policies, shareholder information, ownership records or other documentation.

If you do not provide information we reasonably request, or if we cannot complete required checks, we may suspend, restrict or terminate your access to the Services.

You authorise Vera Pay and its service providers to obtain information about you, your business, your representatives and beneficial owners from third parties where reasonably required for verification, underwriting, compliance, fraud prevention or risk management.

You must keep your Vera Pay account information accurate and up to date.

You must tell us promptly if there is any material change to your business, including:

• change of ownership or control;
• change in directors, partners, beneficial owners or authorised representatives;
• change in trading name, website, products or services;
• change in business model or trading activity;
• change in regulatory status;
• insolvency, bankruptcy, liquidation or similar financial difficulty;
• legal, regulatory or enforcement action; or
• any event that may materially affect your ability to meet your obligations under these Terms.

You are solely responsible for your relationship with your customers.

Vera Pay is not responsible for the goods, services, content, subscriptions, donations or other items you sell or provide. You are responsible for fulfilment, delivery, customer service, refunds, returns, complaints, cancellations, warranties, legal disclosures and all customer-facing obligations.

You must only use the Services for genuine, lawful transactions with your customers.

You are responsible for identifying suspicious, fraudulent, unusual, duplicate or erroneous transactions before fulfilling goods or services.

You may use the Services only:

• in accordance with these Terms;
• in accordance with our documentation, technical instructions and integration requirements;
• for lawful business transactions;
• in compliance with applicable laws, regulations and payment scheme rules; and
• in connection with products or services we have approved.

You must not use the Services for personal, household or peer-to-peer payments unless we expressly permit this in writing.

You must not use the Services for any business, product, service or activity that we or our payment partners consider restricted, prohibited, unlawful, high-risk or unacceptable.

Restricted or prohibited activities may include, without limitation:

• illegal goods or services;
• fraudulent, deceptive or unfair business practices;
• products or services that infringe intellectual property rights;
• unlicensed financial services;
• unlawful gambling;
• illegal drugs or controlled substances;
• weapons or other regulated goods where not permitted;
• adult services or content where not approved;
• sanctions-related activity;
• activity involving countries, individuals or entities subject to sanctions; or
• any activity that breaches card scheme, acquirer, processor or payment method rules.

We may update our restricted business requirements at any time. If we determine that your business is restricted or presents unacceptable risk, we may refuse, suspend or terminate the Services.

You agree to pay all fees, charges and other amounts applicable to your use of the Services, as set out in your pricing schedule, order form, commercial agreement, dashboard, website or other written notice from us.

Fees may include transaction fees, platform fees, subscription fees, chargeback fees, refund fees, failed payment fees, payout fees, currency conversion fees, dispute fees, onboarding fees or other charges.

We may change our fees by giving you reasonable notice, unless a shorter period is required to respond to changes imposed by payment schemes, acquirers, processors, regulators or law.

You are responsible for all taxes, duties, levies or similar charges arising from your use of the Services or your sale of goods and services.

Our fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

Vera Pay uses Stripe as its underlying payment processor and infrastructure provider for card acquiring, payment processing, settlement support and related payment services.

By using the Services, you also agree to comply with any applicable Stripe terms, payment method rules, acquiring bank requirements and card scheme rules that apply to your use of the Services.

We may share information relating to your business, transactions, onboarding, verification, disputes, fraud monitoring, compliance and account activity with Stripe and related service providers where required to provide the Services, manage risk or comply with legal and regulatory obligations.

Stripe and other payment partners may independently impose restrictions, reserves, verification requirements, payout delays, transaction monitoring, account reviews or limitations where required under their policies, scheme rules or legal obligations.

We may replace Stripe with another processor or add additional processing partners at any time.

Your use of the Services may be subject to additional terms imposed by payment processors, acquiring banks, payment schemes, payment method providers or other third-party partners.

By using the Services, you agree to comply with all applicable payment scheme rules, processor requirements, acquirer requirements and payment method rules.

These third parties may require us to suspend, restrict or terminate your ability to accept certain payment methods. They may also require information about you, your business or your transactions for compliance, monitoring, underwriting, dispute or risk purposes.

We may add, remove or change payment processors, acquirers or payment method providers at any time.

If you accept card payments, you must comply with the rules of the relevant card networks, including Visa, Mastercard, American Express and any other applicable scheme.

You must only submit authorised transactions. You must not submit transactions you know or suspect are fraudulent, unauthorised, illegal, duplicated or incomplete.

You are responsible for all chargebacks, disputes, refunds, reversals, returns, penalties, fines and losses arising from your transactions, whether or not the transaction was authorised by the customer.

We may assist you with dispute evidence submission, but we cannot guarantee that any dispute or chargeback will be resolved in your favour.

High dispute rates, suspected fraud or scheme rule breaches may result in suspension, reserves, delayed settlement, account termination or reporting to relevant payment schemes or industry databases.

You are responsible for issuing refunds where legally required or where required by your customer terms, payment scheme rules or applicable law.

We may refuse or delay a refund if your account balance is insufficient, if we believe there is a risk you will not meet your liabilities, or if we are required to do so by law, scheme rules or a payment partner.

If your Vera Pay account has a negative balance, you must immediately pay the amount owed. We may recover negative balances by deducting amounts from future settlements, debiting your nominated bank account, offsetting against other amounts owed to you or using any other lawful recovery method.

We or our payment partners will arrange for settlement of funds to the bank account you nominate, subject to these Terms, payment partner requirements, risk checks and applicable law.

You confirm that your nominated bank account is owned or controlled by you and is suitable for receiving settlement funds.

Payout timing may depend on your agreed payout schedule, payment method, risk profile, bank processing times, weekends, public holidays, fraud checks, disputes, reserves or payment partner requirements.

We may delay, suspend or withhold settlement where we reasonably believe it is necessary to manage risk, comply with law, comply with payment partner requirements, investigate suspicious activity, cover potential chargebacks or protect Vera Pay, customers or third parties.

We are not responsible for delays caused by banks, payment schemes, processors, acquirers or other third parties.

We may require a reserve or hold back funds if we determine that your account presents elevated risk.

Examples include high dispute levels, delayed delivery, pre-orders, suspected fraud, insolvency risk, unusual transaction patterns, breach of these Terms, regulatory concerns or other risk indicators.

A reserve may be funded from your processed payments, future settlements, your bank account or other amounts owed to you.

We will tell you the general reason for the reserve where we are legally permitted to do so. We may change the amount, duration or release conditions of any reserve based on our ongoing risk assessment.

We may provide you with access to APIs, SDKs, hosted payment pages, dashboards, developer tools, webhooks, documentation and other technical resources.

You may use these resources only for the purpose of using the Services and only in accordance with our documentation and instructions.

You are responsible for your integration, website, app, systems, credentials, API keys, webhook endpoints and any technical configuration under your control.

You must keep secret keys, passwords and access credentials secure. You must not share them with unauthorised persons. You must notify us immediately if you suspect unauthorised access, compromise or misuse.

We may update, change, deprecate or remove technical features from time to time. Where a change is material, we will aim to give reasonable notice.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Services, APIs, dashboards, documentation and related technology for your internal business purposes.

You must not:

• copy, modify, resell, sublicense or distribute the Services;
• reverse engineer or attempt to extract source code from the Services;
• access non-public Vera Pay systems;
• interfere with the operation or security of the Services;
• use the Services to build a competing product;
• remove proprietary notices; or
• use Vera Pay intellectual property except as expressly permitted.

All intellectual property rights in the Services remain owned by Vera Pay or its licensors.

Each party must comply with applicable data protection laws.

You are responsible for ensuring that you have a lawful basis to provide personal data to Vera Pay and to allow Vera Pay, its affiliates and service providers to process that data for the purpose of delivering the Services.

We may process business data, customer data, transaction data, payment data, technical data and account data to:

• provide the Services;
• process payments;
• verify identity and eligibility;
• prevent fraud and financial crime;
• manage risk and disputes;
• comply with legal, regulatory, scheme and payment partner obligations;
• improve our products and systems; and
• provide reporting, analytics and support.

Where Vera Pay acts as a processor on your behalf, we will process personal data in accordance with your lawful instructions and applicable data protection law. Where Vera Pay determines the purposes and means of processing, including for compliance, fraud prevention, risk management and legal obligations, Vera Pay acts as an independent controller.

You must maintain a privacy policy that accurately explains how customer data is collected, used, shared and processed in connection with the Services.

If you accept card payments, you must comply with applicable Payment Card Industry Data Security Standards (“PCI DSS”) and any other relevant security standards.

You must not store sensitive authentication data, including CVV or CVC codes, after authorisation.

You are responsible for the security of any payment data, personal data or transaction data on your systems, website, app or infrastructure.

We may request evidence of your PCI DSS compliance. If you cannot provide satisfactory evidence, we may suspend or terminate your access to the Services.

You are responsible for assessing and managing fraud, security and operational risk in your business.

We may provide or recommend fraud tools, security controls, risk indicators, transaction monitoring or other protective measures. These tools do not remove your responsibility for preventing fraud and managing your own risk.

You are responsible for losses resulting from fraud, unauthorised transactions, compromised credentials, account takeover, incorrect bank details, insecure systems or your failure to use appropriate security controls, except to the extent caused by our wilful misconduct or fraud.

We will provide reasonable support for issues relating to your Vera Pay account and use of the Services.

You are responsible for supporting your customers in relation to your products, services, fulfilment, refunds, delivery, receipts, customer complaints and other customer-facing matters.

We are not required to provide support directly to your customers unless we separately agree to do so.

These Terms start when you first access or use the Services and continue until terminated.

You may stop using the Services at any time, subject to paying all amounts owed and completing any outstanding obligations.

We may suspend, restrict or terminate your access to the Services if:

• you breach these Terms;
• you provide inaccurate or incomplete information;
• you fail verification or underwriting checks;
• we suspect fraud, illegal activity or unacceptable risk;
• required by law, regulator, court order, payment scheme, processor, acquirer or payment partner;
• your business becomes restricted or prohibited;
• your dispute, refund or fraud levels are excessive;
• you become insolvent or unable to meet your obligations; or
• your use of the Services may harm Vera Pay, customers, payment partners or third parties.

On termination, you must stop using the Services, stop accepting new transactions through Vera Pay, remove Vera Pay and payment method branding where required, and pay all outstanding amounts owed.

Termination does not affect obligations that arose before termination, including fees, refunds, disputes, chargebacks, reversals, fines, reserves, confidentiality, data protection, liability and indemnity obligations.

Each party may receive confidential information from the other. Confidential information must be protected using reasonable care and must not be disclosed except as required to perform these Terms, comply with law, obtain professional advice or with the other party's consent.

This does not apply to information that is public, already known, independently developed or lawfully received from a third party.

The Services may integrate with or link to third-party services, including payment processors, banks, accounting tools, fraud providers, identity providers, marketplaces, platforms or other services.

Your use of third-party services may be subject to separate terms and privacy policies. We are not responsible for third-party services unless expressly stated otherwise.

You are responsible for your use of the Services, your business, your products and services, your customers, your employees, contractors and agents, and any breach of these Terms.

You agree to indemnify Vera Pay, its affiliates, directors, employees, contractors and service providers against losses, claims, fines, penalties, disputes, chargebacks, refunds, reversals, costs and expenses arising from:

• your breach of these Terms;
• your use or misuse of the Services;
• your transactions;
• your products or services;
• your relationship with customers;
• your fraud, negligence or wilful misconduct;
• your failure to comply with law, scheme rules or payment partner requirements; or
• claims brought by your customers or third parties.

To the fullest extent permitted by law, Vera Pay is not liable for indirect, consequential, special, punitive or exemplary losses, loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption or unauthorised access to your systems.

Our total aggregate liability under or in connection with these Terms is limited to the fees paid by you to Vera Pay in the three months immediately before the event giving rise to the claim, except where liability cannot legally be limited.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.

We may update these Terms from time to time.

We will give reasonable notice of material changes where required. Your continued use of the Services after updated Terms take effect means you accept the updated Terms.

If you do not agree to updated Terms, you must stop using the Services.

We may send notices to you by email, through the dashboard, through our website, by post or by other reasonable means.

You must send notices to us using the contact details we provide on our website or in your agreement with us.

You are responsible for keeping your contact details up to date.

You may not assign or transfer these Terms or your account without our prior written consent.

We may assign, transfer or subcontract our rights and obligations under these Terms, including to an affiliate, successor, purchaser or service provider, provided this does not materially reduce your rights under these Terms.

We may respond to subpoenas, court orders, regulatory requests, law enforcement requests, liens, levies, warrants or other legal process that we reasonably believe to be valid.

We may disclose information or hold, release or transfer funds as required by legal process, applicable law or payment partner requirements.

These Terms are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, unless we agree another dispute resolution process with you in writing.

These Terms, together with any pricing schedule, order form, processor terms, payment method terms, data processing terms, privacy policy, acceptable use policy, documentation or other terms incorporated by reference, form the entire agreement between you and Vera Pay in relation to the Services.

If any part of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

This section applies only if you authorise Vera Pay to debit your nominated bank account by Direct Debit or another bank transfer mechanism.

1. Authority to Debit Your Account

If your Vera Pay account balance is negative, or if you owe amounts to Vera Pay under these Terms, you authorise Vera Pay or its payment partner to debit your nominated bank account for the amount owed.

This may include fees, refunds, chargebacks, disputes, reversals, fines, penalties, reserve amounts, failed payment amounts or other amounts due.

2. Your Responsibilities

You are responsible for ensuring that:

• your nominated bank account can accept debits and credits;
• the account details you provide are accurate;
• the account is owned or controlled by you;
• sufficient funds are available when a debit is due; and
• you check your bank statements and notify us promptly of any errors.

If a debit fails, you remain responsible for the amount owed and for any fees or costs arising from the failed debit.

3. Errors and Queries

If you believe a debit has been made in error, you must contact us promptly. We will investigate and, where appropriate, correct the error.

4. Changes to This Authority

We may update this Direct Debit Authority by giving you reasonable notice. You may cancel a Direct Debit through your bank, but cancellation does not remove your obligation to pay amounts owed to Vera Pay.