SaltPay Hardware Services Agreement
last updated: August 30, 2022
We’re glad that you’ve chosen to use our hardware to support your business needs and grow your operations. There are certain terms which govern the use of our hardware (the “Hardware Services Agreement”, as further defined below), so please read them over carefully.
1. The Hardware Services Agreement
If you have any questions or if you do not understand any of the terms in this Hardware Services Agreement, please contact us. Our team is more than happy to assist. While you are using our SaltPay Hardware, we will provide you with the support that you need, as further set out in the applicable additional terms for the relevant SaltPay Hardware (as defined below).
Amendments: Any amendments made to the Hardware Services Agreement as further set out in Clause 10.
Business Day: Any day other than a Saturday, a Sunday or a day which is a bank holiday in England.
Card: A valid payment card issued under a Card Scheme’s issuing license or in any other way approved by the Card Scheme.
Card Schemes: Visa Inc., Mastercard Worldwide, Unionpay International and such other international or local Card Scheme as notified by us from time to time, and each such scheme is a “Card Scheme”.
Card Scheme Marks: the names, logos, service marks, trademarks, trade names, taglines or any other proprietary designations belonging to any Card Scheme.that visually convey a Card Scheme’s identity.
Card Scheme Member: A member of one or more Card Schemes.
Card Scheme Standards: The rules and standards promulgated by the Card Schemes with respect to the Card Scheme Members and activities that use and/or otherwise involve Cards and/or any of the Card Scheme Marks. The Card Scheme Standards are available to Merchants on the Card Schemes’ websites. Each Card Scheme has the sole right to interpret and enforce its Card Scheme Standards.
Merchant Web Portal (B-Online): SaltPay’s web portal service provided to Merchants who have signed up for this service, which enables Merchants to review card transaction history and settlements, as well as receive notifications and correspondence from SaltPay, via a secured online system.
Notices: Notices and communications from us to you, made electronically or otherwise, via our website, on your Merchant Web Portal (B-Online), by email, including notices regarding Amendments to the Hardware Services Agreement or any policies, disclosures, notices, transaction information, statements, responses to claims and other customer communication.
SaltPay Entities: RMS, its affiliates, respective employees, directors, agents, licensors, service providers, parent company, subsidiaries of the parent company or affiliates.
SaltPay Hardware: SaltPay Hardware includes any instrument, or piece of equipment, device, accessory, component, and spare parts, point of sale equipment, including any software installed or otherwise associated with the above, which may include the ability to accept payments and process transactions that you lease from us.
SaltPay Hardware Fees: Fees payable by you for the use of the SaltPay Hardware, as stipulated in an email we send to you.
SaltPay: SaltPay IIB hf. (registered number 440686-1259, a credit undertaking incorporated in Iceland and which is authorised and regulated by the Icelandic Central Bank - Financial Supervisory Authority. SaltPay. is also deemed authorised and regulated by the Financial Conduct Authority. The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available at www.fca.org.uk. SaltPay is also authorised to provide cross-border services in the field of payment services in a number of other jurisdictions. SaltPay is a member of the Card Schemes, licensed to acquire transactions and process them for authorisation, clearing and settlement purposes
SaltPay Payment Services: When you accept Cards from customers for the payment for goods and services, such payments will be processed and settled by SaltPay.
Settlement Currency: The currency in which SaltPay shall make settlement payments to the Merchant. The Settlement Currency shall be as specified in the merchant application form or otherwise agreed between SaltPay and the Merchant in writing from time to time.
Settlement Value: The net amount expressed in the Merchant’s Settlement Currency resulting from the submission of valid purchase transactions to SaltPay less all amounts SaltPay is entitled to deduct from, or set off against, the transaction value of transactions, whether pursuant to the Merchant agreement or by law.
Taxes: Fees and other charges imposed by the applicable governmental authority, including any value added tax, goods and services tax, sales tax an applicable indirect and transactional taxes.
3. Term & Termination
3.1 This Hardware Services Agreement is effective upon the sooner of the date (i) you accept this Hardware Services Agreement online (or in another manner expressly approved by us) or (ii) you first access or use the SaltPay Hardware, and continues until terminated by you or us.
3.2 You may terminate this Hardware Services Agreement at any time by providing us with written notice of your intention to terminate.
3.3 We may at any time terminate this Hardware Services Agreement or suspend or terminate your access to the SaltPay Hardware by issuing a Notice to this effect.
3.4 Upon termination of this Hardware Services Agreement for any reason, you will: (i) remain liable for all SaltPay Hardware Fees, charges and other payment obligations that have been incurred through the date of termination with respect to the SaltPay Hardware and (ii) return the SaltPay Hardware within seven (7) working days as well as any other equipment or material you may have which belongs to us.
4. Electronic Notices
4.1 When you accept the Hardware Services Agreement you agree that all Notices regarding the SaltPay Hardware may be made electronically. You also agree that electronic Notices shall have the same legal effect as physical copies.
5. Important Legal Stuff
We think it’s important that we highlight and set out in a clear manner how RMS safeguards its interests, while offering its services to its customers which includes limitation of liability and disclaimers. The sections set out below reflect those safeguards and how they might impact you. Therefore, it’s important that you read them carefully and if you’re unsure about any of them, please get in touch.
5.1 Subject to the terms and conditions of the Hardware Services Agreement, RMS or its applicable affiliate grants to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to operate and use the SaltPay Hardware.
5.2 You promise to us that your use of the SaltPay Hardware will comply with applicable laws, regulations and the Card Scheme Standards (if applicable).
5.3 RMS, its affiliates, and its licensors retain ownership of the SaltPay Hardware, unless approved otherwise by RMS or a licensor, which includes interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks, service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the SaltPay Hardware, and reserve all rights not expressly granted to you. The SaltPay Hardware is licensed, not sold, and no ownership rights in the SaltPay Hardware are transferred to you under this Hardware Services Agreement.
5.4 By accepting this Hardware Services Agreement, you represent and warrant that (a) you have the authority to execute and perform the obligations required by this Hardware Services Agreement; (b) you will comply with all law applicable to your business and use of the SaltPay Hardware; (c) your employees, directors, contractors and agents will at all times act consistently with this Hardware Services Agreement; and (d) you will not use the SaltPay Hardware, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the SaltPay Hardware.
5.5 The SaltPay Hardware is provided as-is, and except as expressly stated in this Hardware Services Agreement, SaltPay Entities provide no express or implied warranties or conditions, and RMS disclaims and excludes any implied terms, representations, warranties, and conditions with respect to the SaltPay Hardware, including warranties of merchantability, fitness for a particular purpose, title, satisfactory quality and non-infringement, as well as any other implied warranties, such as warranties regarding data loss, availability, accuracy, functionality and lack of viruses. These disclaimers will apply except to the extent applicable law does not permit them. Any warranties, guarantees, or conditions that cannot be disclaimed as a matter of law, but which may be limited in duration, last for one year from the date on which you receive the SaltPay Hardware.
5.6 Under no circumstances will any SaltPay Entity be responsible or liable whether in contract, tort (including negligence), under statute or otherwise to you for:
i) any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the SaltPay Hardware or for the unavailability of SaltPay Hardware;
ii) for lost profits, personal injury to the extent allowed by applicable law, or property damage, or for any other damages arising out of, in connection with, or relating to this Hardware Services Agreement or your use of the SaltPay Hardware, even if those damages are foreseeable, and whether or not you or the SaltPay Entities have been advised of the possibility of those.
iii) any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the SaltPay Hardware;
iv) your or your employees’, agents’, contractors’, end users’, and other personnel’s access or use of the SaltPay Hardware inconsistent with the Hardware Services Agreement or any applicable additional terms;
v) any unauthorised access of servers, infrastructure, or data used in connection with the SaltPay Hardware;
vi) interruptions to or cessation of the SaltPay Hardware;
vii) any bugs, viruses, or other harmful code that may be transmitted to or through the SaltPay Hardware;
viii) any errors, inaccuracies, omissions, or losses in or to any data provided to us;
ix) third-party content provided by you or your employees, agents, contractors, end users, and other personnel; or
x) the defamatory, offensive, or illegal conduct of others.
The foregoing limitations will not apply to the extent prohibited by applicable law.
5.7 Except to the extent prohibited by applicable law, you agree to limit any additional liability whether in contract, tort (including negligence), under statute or otherwise not disclaimed or denied by the SaltPay Entities under this Hardware Services 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 paid by you to RMS for the SaltPay Hardware in the six (6) months preceding the liability event.
5.8 You agree to indemnify, defend, and hold the SaltPay Entities, its affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defence) they may suffer or incur as a result of: (i) your breach of this Hardware Services Agreement; (ii) your use of the SaltPay Hardware; (iii) your acts or omissions and/or; (iv) your violation of any applicable law.
6. Restrictions which apply to your use of SaltPay Hardware
6.1 You agree that you will not and will not allow any other party to:
i) Use the SaltPay Hardware for purposes other than intended and other than in accordance with this Hardware Services Agreement, and any additional terms;
ii) Use the SaltPay Hardware for personal, family, or household purposes;
iii) Use the SaltPay Hardware to violate, or in connection with any software or application that violates, any applicable laws;
iv) Use the SaltPay Hardware outside of the United Kingdom;
v) Copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the SaltPay Hardware, or our website except as expressly permitted by applicable law;
vi) Transfer any rights granted to you under this Hardware Services Agreement unless otherwise agreed between you and RMS in writing;
vii) Work around any of the technical limitations implemented in SaltPay Hardware or enable functionality that is disabled or prohibited;
viii) Reverse engineer or attempt to reverse engineer the SaltPay Hardware except as expressly permitted by applicable law; or
ix) Perform or attempt to perform any actions that would interfere with the normal operation of the SaltPay Hardware or impact the use of the SaltPay Hardware by other users.
7. Your use of SaltPay Hardware
7.1 You promise that your use of the SaltPay Hardware will be in accordance with this Hardware Services Agreement and that any employee on your behalf using the SaltPay Hardware is competent to operate it.
7.2 You shall only use the SaltPay Hardware in accordance with this Hardware Services Agreement and for the purpose that it is intended, and any operating instructions expressed by us from time to time.
7.3 You shall use the SaltPay Hardware in compliance with all applicable law.
7.4 You must keep the SaltPay Hardware in good repair and condition.
7.5 You must notify us without undue delay and as soon as you are aware of any loss, theft, inappropriate or any unauthorised use of the SaltPay Hardware.
8. Unlawful, inappropriate, or unauthorised use of SaltPay Hardware
8.1 If we suspect or know that you are using or have used the SaltPay Hardware for unauthorised, fraudulent, or illegal purposes, or in a manner that exposes you, us, or others to risks unacceptable to us, we may limit or disable the functionality of your SaltPay Hardware, until such time as you demonstrate to our reasonable satisfaction that our suspicion was unfounded, or you provide us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.
9. SaltPay Hardware Fees
9.1 The SaltPay Hardware Fees payable for your use of the SaltPay Hardware are in addition to other fees which may be payable for your use of other services provided by SaltPay Entities.
9.2 The SaltPay Hardware Fees are due and payable monthly on the first day of each month, unless such a day is not Business Day, in which the SaltPay Hardware Fees are due and payable on the following Business Day. You must also pay all Taxes associated with your use of SaltPay Hardware provided under this Hardware Services Agreement.
9.3 Collection of SaltPay Hardware Fees due under the Hardware Services Agreement will be deducted by SaltPay from your Settlement Value, pursuant to and as further described in the Payment Services Terms. If the processed Settlement Value is not sufficient to cover SaltPay Hardware Fees due, or in case you’re not a Merchant, you agree that we may debit your bank account or set-off due SaltPay Hardware Fees against future settlements you are otherwise due under the Payment Services Terms.
9.4 An electronic invoice for the SaltPay Hardware Fees will be issued by us to which you give consent by using the SaltPay Hardware.
10.1 We may amend this Hardware Services Agreement at any time, including SaltPay Hardware Fees or policies at any time, by way of a Notice that we deem to be reasonable.
10.2 If you do not agree with any Amendments to the Hardware Services Agreement, you may terminate the Hardware Services Agreement in writing, which includes email, with immediate effect, pursuant to Clause 3.
11. Force Majeure
11.1 Neither you nor us will be liable for any non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to SaltPay Hardware Fees owed to us under the terms of this Hardware Services Agreement.
12. General Provisions
12.1 You may not assign this Hardware Services Agreement without our written consent. We may assign this Hardware services Agreement at our sole discretion.
12.2 Our failure to exercise or enforce any provision of or rights under this Hardware Services Agreement shall not constitute a waiver of any such provision or right.
12.3 If any provision of this Hardware Services Agreement is invalid or unenforceable under applicable law, then it 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.
12.4 You remain liable under this Hardware Services Agreement in respect to all SaltPay Hardware Fees and other amounts incurred through the use of the SaltPay Hardware at any time, irrespective of termination of this Hardware Services Agreement..
13. Governing Law & Dispute Resolution
13.1 This Hardware Services Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.
13.2 If you are dissatisfied with our service, you may make a complaint to us by contacting us. Our policy is to resolve all issues successfully so that both parties are satisfied.
13.3 English courts shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with this Hardware Services Agreement or its subject matter or formation.