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ScaleUp Membership Terms and Conditions

The following is a statement of the terms of business under which the Membership and the provision of Features referred to in this document will be conducted. For ease of expression, this document is referred to as “the Agreement”, the recipient of the Membership is referred to as “the Client” and the services and deliverables detailed in this document to be provided to the Client are referred to as “the Membership Features”.

For ease of expression, this document is referred to as the “Agreement”, Emerging Payments Ventures Limited trading as the The Payments Association, registered in England and Wales. Company no. 06672728 registered address: 3rd Floor, The News Building, 3 London Bridge St, London SE1 9SG is referred to as “Payments Association”, the recipient of the Membership is referred to as the “Member” and the services and deliverables detailed in this document to be provided to the Member are referred to as the “Membership”.

1. Membership Overview

1.1 The Membership will be based on the Order detailing level of membership and additional options selected. It will be provided by Payments Association and will come into effect when the Order has been executed by the Member and returned to Payments Association and will continue as set out in clause 3 below.

1.2 The Member agrees to pay an invoice raised by the Payments Association for the amount agreed in the Order within 30 days of the date of issue of the invoice. If the invoice is not paid in full within 30 days of the date of issue, Payments Association may suspend Membership to the Member until the invoice has been paid in full. Payments Association will not issue a refund or extend the Membership period to cover any time that has been lost due to late payment of the invoice.

1.3 The Member shall pay for all taxes incurred in connection with the Membership including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of services and deliverables by Payments Association to the Member in relation to the Membership and on any goods or services used or consumed by either party in connection with the Membership.

1.4 In the event that any payments received by Payments Association in connection with the Membership are subjected to or reduced by any taxes required to be withheld by the Member, the payments shall be grossed up so as to result in Payments Association’s receipt of an amount equal to that which would have been received by Payments Association but for the said taxes.

1.5 The Member agrees to indemnify and hold Payments Association harmless from any deficiency (including penalties and interest) relating to taxes which are the responsibility of the Member under this Agreement and reimburse Payments Association for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency.

1.6 Upon approval of the application, the Client’s commitment will be for a total of three years and the financial commitment is a total of £11,700 +VAT

1.7 Payments Association Events:

1.7.1 All events that require payment outside of your Membership must be paid in full prior to attending.

1.7.2 If no agreement is in place and the full amount is not paid prior to the event, then you could be refused entry.

1.7.3 Any event cancellations made less than 7 working days prior to an event will not be refunded.

1.7.4 The Payments Association reserves the right to cancel any event without notice and without reason, therefore any monies paid will be refunded in full.

1.7.5 The Payments Association shall comply with its data protection obligations to individual members and individuals named as contact points by member organisations as set out in its Payments Association Privacy Policy set out below.

2. Payment & Taxes

2.1 Upon approval of the application, the Client’s commitment will be for a total of three years and the financial commitment is a total of £11,700. The Membership will be based on the Order detailing level of membership and additional options selected. It will be provided by Payments Association and will come into effect when the Order has been executed by the Member and returned to Payments Association and will continue as set out in clause 3 below.

2.2 The Member agrees to pay an invoice raised by the Payments Association for the amount agreed in the Order within 30 days of the date of issue of the invoice. If the invoice is not paid in full within 30 days of the date of issue, Payments Association may suspend Membership to the Member until the invoice has been paid in full. Payments Association will not issue a refund or extend the Membership period to cover any time that has been lost due to late payment of the invoice.

2.3 The Member shall pay for all taxes incurred in connection with the Membership including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of services and deliverables by Payments Association to the Member in relation to the Membership and on any goods or services used or consumed by either party in connection with the Membership.

2.4 In the event that any payments received by Payments Association in connection with the Membership are subjected to or reduced by any taxes required to be withheld by the Member, the payments shall be grossed up so as to result in Payments Association’s receipt of an amount equal to that which would have been received by Payments Association but for the said taxes.

2.5 The Member agrees to indemnify and hold Payments Association harmless from any deficiency (including penalties and interest) relating to taxes which are the responsibility of the Member under this Agreement and reimburse Payments Association for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency.

2.6 Upon approval of the application, the Client’s commitment will be for a total of three years and the financial commitment is a total of £11,700 +VAT

3. Term

3.1 Membership commences on the date set out in the Order and shall continue thereafter unless terminated under clause 4 below.

3.2 The Member will be entitled to all Payments Association benefits during the term of their Membership

3.3 The initial Membership period and fees are as set out in the Order. Membership fees will be payable annually after the end of the initial Membership period.

3.4 The Payments Association will send a notification with any annual fee increases clearly indicated approximately 60 days before the end of each Membership period. An invoice for such Membership fees will be issued 30 days thereafter.

4. Termination

4.1 A Member may terminate his or her membership by providing 28 days’ notice to the Payments Association subject to clause 4.2 and 4.3 below.

4.2 A Member shall cease to be a Member:

4.2.1 on the expiry of 28 days’ notice to the Payments Association of his or her resignation as a Member;

4.2.2 if any subscription or other sum payable by the Member to the Payments Association is not paid by the due date and remains unpaid 28 days after notice has been served on the Member by the Payments Association informing the Member that membership may be terminated if it is not paid; and

4.2.3 if the Payments Association resolves that the Member be terminated. Such a resolution shall not be passed unless the Member has been given not less than 14 days’ notice of the fact that the resolution is to be proposed, specifying the misconduct or circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Payments Association;

4.2.4 pursuant to clause 7 below;

4.2.5 the Member is declared or acknowledges that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from its creditors;

4.3 Any Member who ceases to be a Member in accordance with this clause 4 shall not receive any rebate of fees for the membership year during which such termination takes place.

 

5. Confidentiality

5.1 This Agreement, is the confidential property of Payments Association. The Member agrees that no part of it shall be disclosed to any third party without the prior written consent of Payments Association or used for purposes other than the Membership.

5.2 The Member and Payments Association each agree to keep confidential and not to disclose to any third party any information (excluding information which is or becomes public knowledge other than as a result of the default of the recipient) relating to the business or trade secrets of the other (“Confidential Information”), or to make use of any such Confidential Information for any purpose other than in connection with the Membership and its Features or as required by law

6. Remedies and Liabilities

6.1 Payments Association aims to provide all Members with a high level of service and to deliver the benefits and privileges of Membership. However, there may be times when, for whatever reason, the service provided does not meet Members’ expectations. Should this occur, in the first instance we encourage Members to contact their relationship manager at the Payments Association to discuss the matter and to give the Payments Association the opportunity to investigate and assess the complaint.

6.2 The Member agrees to give Payments Association a reasonable opportunity to remedy any failure or shortcoming in the provision by Payments Association of the services or deliverables comprised in the Membership to the Member. Payments Association undertakes, at its expense, to use all reasonable efforts to implement such remedy as soon as reasonably practicable after any such failure or shortcoming is identified and reported to it by the Member in writing.

6.3 In respect of any liability which is not within the scope of paragraph 6.4, Payments Association’s total liability under or in connection with the Order (whether in contract, tort (including negligence) or otherwise) shall not exceed in aggregate the total fees received by Payments Association in respect of the Membership in the current Membership period.

6.4 Payments Association will not be liable (whether in contract, tort (including negligence) or otherwise) for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, whether caused directly or indirectly, or for any indirect, incidental, punitive or consequential loss, damage, cost or expense whatsoever.

6.5 Payments Association will not be liable for any loss, damage, cost or expense whatsoever and howsoever caused arising from any fraudulent or unauthorised act or statement, misrepresentation or default on the part of the Member, its directors, employees, agents and other contractors.

6.6 the express obligations and warranties made by Payments Association in this Agreement are in place of and to the exclusion (to the fullest extent permitted by law) of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, including (without limitation) as to the condition, performance, fitness for purpose or satisfactory quality of the Membership or any part thereof.

6.7 This paragraph 6 survives the termination of the Agreement for any reason.

7. Intellectual Property Rights

7.1 The Payments Association are the owner of all intellectual property rights in our website, and in all the material, advice documents, templates published on it or delivered to Members in any format. Those works are protected by copyright laws.  All such rights are reserved.

7.2 Provided you are an Payments Association Member, you may use, copy and print any pages from our website or other materials delivered to you from the Payments Association for any reasonable purpose.

7.3 You must not use any part of such materials for commercial purposes without obtaining a written licence to do so from us.

7.4 If you breach these terms of use, your Membership will cease immediately and you must, at our option, return or destroy any copies of such materials you have made.

8. Force Majeure

Neither Payments Association nor the Member will be liable for any delay in performing or failure to perform their obligations if such failure or delay is as a result of causes outside the reasonable control of the responsible party.

 

9. Third Party Right

Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement.

10. Entire Agreement, Variations and Assignments

10.1 This Agreement constitutes the entire agreement between the Member and Payments Association relating to the Membership and supersedes all previous communications, representations and arrangements, written or oral, except in respect of any fraudulent misrepresentation made by either party. The Member acknowledges that no reliance is placed on any representation made but not embodied in this Agreement.

10.2 No variation by the Member will be effective unless in writing and signed by authorised representatives of both parties. Payments Association shall be entitled to vary the terms of this Agreement on one week’s notice to the Member, such notice can be sent to the Member on the email set out in the Order or such other email as the Member notifies us from time to time. The revised terms and conditions forming the Agreement will be set out on our website and will take effect from the date stated on them whether or not the Member received the Payments Association’s email notifying them of the variation.  The Member is advised to check the Payments Association website from time to time for any variations of the terms and conditions. 

10.3 In the event of any conflict between the terms of this Agreement and any other document, the terms of this Agreement shall prevail.

10.4 No waiver or any breach of any of this Agreement shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

10.5 We may assign, transfer or novate this Agreement and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.

11. Applicable Law

This Agreement will be governed by and construed in accordance with the laws of England and will be subject to the non-exclusive jurisdiction of the Courts of England.

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