Terms of Service

This document sets out the terms and conditions upon which UpStripe Limited incorporated in the UK under company number 13715207 (“UpStripe”) will supply services to all Users.

Last modified: March 21st, 2022

This document sets out the terms and conditions upon which Geniusly Limited (trading as UpStripe) incorporated in the UK under company number 11556224 (“UpStripe”) will supply services to all Users.

UpStripe operates a platform connecting people who need help with software, with people who can help with software.

By using UpStripe's website and any services on it, you agree that you accept these terms and conditions (and any other documents referred to in them) and that you will comply with their terms. They apply to all Users of our website, including those people just browsing, those looking to obtain services and those looking to provide services.

This document applies to both upstripe.io (the Marketplace) and community.upstripe.io (the community site).

1. Interpretation

1.1 In these terms and conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Booking: A reservation of any type of Listing in the Marketplace.

Commission: The amount of money that the Marketplace charges from Payments going through it. Commissions can be charged from Providers, Customers, or both.

Contract: means the contract between the Customer and the Provider, with respect to a Booking.

Customer (buyer): A User who registers with the Marketplace to make purchases. In general, any registered Marketplace User can make purchases on the platform. So, all Users are always (potential) Customers – including Providers.

Inbox: Every received Booking appears in the Provider’s Inbox, whilst every made Booking appears in the Customer’s Inbox. The Provider and the Customer can also message from the Inbox regarding a specific Transaction. For the avoidance of doubt, references to ‘Inbox’ include messages in the sent section of the message area.

Intellectual Property Rights: shall mean all rights, intellectual and industrial property rights including patents, know-how, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in any territory in the world and together with all renewals and extensions.

Listing: A description of a Listing or a service that a Provider is offering on the Marketplace. The Provider of a Listing is called the author of that Listing. On UpStripe, we have Provider Profile listings (also called ‘Expert Profile’ and each Expert Profile can also have product Listings).

Marketplace: The UpStripe platform that connects Providers and Customers. The Marketplace is the primary scope for all data, such as Users, Listings, Bookings, and so on.

Payment: The transfer of money from one party to another (Customer to Provider, Provider to the Marketplace, etc.)

Profile: The public-facing information of a User. Profiles can include things like avatar, bio, Reviews, and contact information. Provider Profiles are also classed as Listings.

Provider (seller): A User who sells or rents their Listings or products on UpStripe. Providers can post Listings to the Marketplace. On UpStripe, we often refer to Providers as ‘experts’.

Review: After a Customer and a Provider have engaged in a Transaction, they are asked to describe how the experience with the other party was. This description is called a Review. A Review includes a free text description and a numeric rating between 0-5.

Transaction: On UpStripe any exchange of value between a Customer and a Provider is called a Transaction. Transactions always have two parties (a Customer and a Provider), and it's always related to a Listing.

A Transaction doesn't necessarily involve a Payment. In its simplest form, a Transaction could mean simply a thread of free messages between a Customer and a Provider. However, quite often a Transaction involves a Booking. The Transaction can be accessed from the Inbox.

User: Anyone who registers to the Marketplace is referred to as a User.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.

1.3 Unless expressly provided otherwise in these terms and conditions, a reference to writing or written includes email or other similar communication.

2. Our Agreement and Accounts

2.1 To access UpStripe's full website, Users must register for an account.

2.2 Categories of account available:

(a) Customer Account
(b) Provider Account (also known as an Expert Account)

2.3 All Users and guest users (a person without an account) may browse UpStripe’s website, subject to its Website Terms of Use. All Users and guest users will also be subject to its Privacy Policy, which includes a Cookie Policy.

2.4 All Users must comply with our:

(a) Policy regarding posting Listings
(b) Policy regarding Profiles
(c) Policy regarding the Inbox

2.5 Users cannot register for more than one account. However, a User can be both a Customer and a Provider, linked to the same email address, by switching their account type.

2.6 UpStripe reserves the right to refuse to provide an account to any person or entity for any reason, at UpStripe’s absolute discretion.

2.7 Users may apply for an account as a sole trader, company or any other legal entity (whether incorporated or unincorporated).

2.8 UpStripe reserves the right to restrict access (temporarily or permanently) to, or delete, accounts. UpStripe reserves the right to temporarily or permanently delay or stop any Bookings that are in progress, warn other Customers and/or Providers of the actions of a User, or issue warnings that any of the foregoing will or might happen if: a User breaches or tries to circumvent any of these terms and conditions or the policies referred to in them; or if UpStripe is unable to verify any information provided; or if UpStripe believes that the actions of a User may cause any loss or liability to other Users or to UpStripe. If any such action by UpStripe causes a User a loss or liability (due to the actions of a Customer or Provider), UpStripe shall owe no obligation or liability in relation to the User affected and the User’s only course of action is to pursue the defaulting User.

2.9 Users may not transfer or share their accounts with any other person (nor allow any other person to use, or have access to, their account). When a User accesses UpStripe’s website, they accept responsibility for any action done by any person in their name or using their account or password.

2.10 All Users agree to provide accurate and complete information, and keep their account information updated. UpStripe is not responsible to any User for any error made as a result of such information being inaccurate.

2.11 Stripe reserves the right to request proof of identity for all Users, including but not limited to:

(a) a copy of certain Government issued ID cards, as UpStripe may accept from time to time;

(b) a copy of a recent utility bill showing the User’s name and address (less than 3 months old).

2.12 For security and money laundering reasons, UpStripe reserves the right to request any additional information or documents from Users and to verify documents with third parties. These documents and those referred to above may be supplied to, or through, third party platforms.

2.13 Please note that UpStripe can access Customers and Providers Inbox & Transactions for the purposes of ensuring that the terms and conditions are being complied with.

2.14 Users may be required to accept third party terms and conditions and privacy policies to access certain features of UpStripe’s website. UpStripe is not responsible for the content of third party websites or services and will accept no liability or obligation in relation to the same.

2.15 Providers agree and confirm that they and their services:

(a) are and will not breach of any applicable laws, or obligations to any other person;

(b) have and will make all required legal and taxation filings (including if necessary, any self-employment or self-assessment notifications to governmental bodies and pay all applicable taxes including without limitation income tax and national insurance or similar taxes and contributions);

(c) shall not (and shall not permit any third party to) upload or publish on UpStripe’s website in any way (whether public or private) any content whatsoever that might or does infringe any Intellectual Property Rights of any other person or breaches any contractual duty or duty of confidentiality.

3 Listings

3.1 Providers can post Listings that Customers can purchase on the Marketplace. By default, all Listings on UpStripe are to be approved before they are published on the Marketplace. A Listing that is pending approval is visible only to its author and the Marketplace admin, but not discoverable by any public API endpoints.

3.2 There are two types of Listings:

(i) Expert Profile Listings
(ii) Product Listings

3.3 Expert Profile Listings work in the following ways:

(a) Schedule a call - after the Customer has chosen the Provider they want to speak to, the Customer should find a time in the Provider’s calendar that works for the Customer. If the Provider accepts the call, the Customer will be sent an invite and the details will be added to the Inbox.

(b) Customers can purchase blocks of time either 30 minutes, 1 hour or 2 hours.

(c) Get the help you need – when it’s time, get the help you need directly through the UpStripe embedded video platform.

3.4 A Provider can post multiple Product Listings from their Expert Profile. Product Listings can be any of the following:

(a) Scheduled products - that are attached to their availability and booked through their calendar.

(b) Non-scheduled products - that are booked without a scheduled time slot.

(c) Monthly Recurring - that are monthly recurring products and are booked without a scheduled time slot.

3.5 Whether or not a Listing is offered and/or accepted is entirely at the discretion of the Customers and Providers. UpStripe has no control over this process. Listings are provided by Providers directly to Customers, who agree the work to be provided, price and all other requirements.

3.6 The Customer must confirm their requirements upfront with the Provider via the Inbox. Providers must provide regular progress updates and respond within one working day to all messages from the Customer.

3.7 Providers must deliver work within the agreed delivery times (where appropriate). Provider rankings will be penalized for late delivery.

3.8 Providers must fulfill their Bookings and Customers must pay for work delivered. Users will be penalized for cancellations or refunds caused by them, without just reason. Except for calls, if the Customer is not initially satisfied with any work provided, Providers must provide, and be given the opportunity by the Customer to provide, at least two further iterations of the work.

3.9 When the Booking is completed and the Provider has been paid by the Customer, both parties are asked to provide feedback and a rating for the other party. This rating influences each User's ranking on UpStripe. A Review is published on the User Profile page when both the Customer and the Provider have left their feedback. Users must not provide untrue feedback, influence or pressure another User by threatening negative feedback or offer incentives in exchange for feedback. Any such attempts should be reported immediately to UpStripe. Feedback comments that are reported to UpStripe as defamatory, abusive or offensive will be reviewed and may be removed at UpStripe’s discretion.

4. Customer / Provider Contract

4.1 All Contracts - those for the provision of services - are between the Provider and the Customer directly. All Users are third parties unconnected to UpStripe, are completely independent and work for themselves and will not be agents, employees, directors, partners or sub-contractors of UpStripe.

4.2 UpStripe only facilitates Payments between the Customer and the Provider, via Stripe Connect.

4.3 The Customer and Provider can discuss any additional terms and conditions, the work to be performed and any other specific requirements, directly between them in the Inbox. The Customer and the Provider create a direct contract between themselves and UpStripe are not party to the Contract.

4.4 Any rights which may be available to Customers, such as cancellation rights, rights to implied terms, etc. can only be exercised against the Provider.

4.5 A Provider may have their own terms and conditions and a privacy policy, which will form part of the Contract, but subject to alteration by these terms and conditions, which take precedence.

4.6 Although the Contract is between the Provider and the Customer, the parties agree with UpStripe that as part of the Contract (to protect the integrity of the platform):

(a) All Intellectual Property Rights to any work provided by the Provider are transferred to the Customer, once the Customer has paid for the work (though if the Customer and the Provider wish to derogate from this, the Customer and Provider should negotiate and agree these terms in the Inbox).

(b) Nothing will be agreed in the Contract and the Contract will not relate to anything, which is immoral, illegal, involves breaches of any rules of any regulatory body or similar authority, breaches third party rights, is defamatory, likely to deceive a person, or otherwise be improper.

5. Customer Requirements

5.1 Where appropriate, the Customer must provide their detailed requirements in the Inbox so that the Provider can start work. These requirements should include (but not be limited to):

(a) timeframe for delivery of the Booking, or parts of the Booking;
(b) detailed description of the Booking;
(c) any other requirements.

6. Provider’s Services

6.1 Once a Booking has been agreed and paid for and the requirements are provided by the Customer, the Provider must:

(a) respond in the Inbox within one working day to confirm work has started (otherwise the Customer may ask UpStripe to cancel the Booking and, if UpStripe agrees, no fee will be due to the Provider);

(b) provide regular progress updates in the Inbox and respond within one working day to all messages from the Customer;

(c) complete the Booking within the timescales previously provided by the Provider;

(d) (if the Provider missed a previously agreed deadline for reasons beyond the control of the Provider) the Provider must inform the Customer immediately in the Inbox and provide a revised delivery date; failing to deliver the work within agreed timescales, or repeatedly revising previously agreed deadlines, may mean the Provider will receive action negative to their position from the Marketplace if the Customer raises a dispute; and late or non-delivery of a Booking will negatively affect the Provider's rankings on UpStripe.

6.2 All Providers on UpStripe must strive to deliver a high standard of work, meet the Customer's needs and ensure that the work:

(a) is error free;

(b) fully addresses each of the Customer's requirements;

(c) complies in all respects with the agreed requirements if defined in the Inbox;

(d) is of a standard consistent with the level of expertise indicated in the Provider's Profile.

7. Payments between Customers and Providers

7.1 All Payments from Customers to the Providers will be made via Stripe Connect (via UpStripe’s website and in accordance with these terms and conditions). All such Payments must go through the UpStripe website (unless UpStripe has given its express written permission otherwise in relation to a specific Payment or invoice – permission will be given rarely, and normally only in relation to disputes and legal proceedings). Such Payments include Payment for any work sourced on UpStripe and for any further work between the Customer and Provider, either for the same Booking or another Booking or otherwise.

7.2 Payments or attempts to make Payments outside of UpStripe will lead to action by UpStripe, including but not limited to immediate account suspension or deletion. Users must immediately report to UpStripe any offers to pay or receive Payment outside of UpStripe made by a Customer or Provider. UpStripe will not mediate any disputes in relation to Payments not so made.

7.3 In addition to the above, the Provider will be liable for any loss of business and all legal expenses that UpStripe may incur in recovering Payments which would otherwise be due to it if Payment had been made in accordance with these terms and conditions. If UpStripe returns funds to the Customer due to the Customer (whether contrary to these terms and conditions or not) filing a dispute or requesting a Payment be reversed through its credit card provider, bank or PayPal then UpStripe will be entitled to recover any such amount from the Provider’s and/or Customer’s Stripe account if possible (and if insufficient monies are in either account, and UpStripe is unable to recover the amount returned to the Customer from the Provider in full then the Provider agrees to pay to UpStripe any outstanding sums within 48 hours of UpStripe making a request). UpStripe reserves the right to withhold funds from a Provider's Stripe account or from connected accounts if permitted by Stripe, in order to recover lost fees and expenses incurred.

7.4 If a Provider has a Stripe account, they may be charged a fee to withdraw monies (this is in accordance with Stripe’s terms and conditions - UpStripe has no control over these and will have no liability or obligation to the Provider in relation to the same).

7.5 A Provider may be able to withdraw funds in different currencies, depending on Stripe’s terms and conditions and subject to fees and exchange rates (this is in accordance with Stripe’s terms and conditions - UpStripe has no control over these and will have no liability or obligation to the Provider in relation to the same).

7.6 Provider services are booked through the Provider’s Listings either directly from the Expert Profile Listing, where the Customer selects how long they would like their video support call to last (30mins, 1 hour or 2 hours), or through the Provider’s Product Listings.

On the checkout page, Customers enter their Payment card and billing details. They can also send a message to the Provider. The Transaction Process starts when a Customer requests to book. The Payment is preauthorized, and the Provider is notified of the request via email.

The Transaction page is visible to the Customer and the Provider after a Booking request. It shows the current status of the Transaction - whether the Booking is requested, accepted, declined or expired. The Customer and the Provider can also message each other. The Transaction page can be accessed from the Inbox.

The Provider can choose to accept or decline the request. If the Provider does not react to the request within 7 days, it automatically expires.

When a Provider accepts a Booking, the Customer's credit card is charged and held on Stripe account until the Booking is completed. After the scheduled Booking is completed, or 24 hours after a non-scheduled Listing is booked, the Payment is transferred to the Provider’s Stripe Connect account, minus UpStripe Commission.

7.7 Once monies are paid to the Provider’s Stripe account, the Provider may withdraw their money in accordance with Stripe’s terms and conditions (all matters relating to such monies will be the responsibility of Stripe and UpStripe has no control over this and will have no liability or obligation to the Provider in relation to the same).

With video support calls booked through the Provider’s Profile page, the Customer agrees to pay the Provider based on the time spent, not on the real or perceived quality of any deliverables provided on the call.

8. Disputes / Refunds

8.1 If there is a dispute between the Customer and the Provider regarding the scope or quality of the work provided or the amount to be paid, they shall follow this three step process:

Step 1 - they must both use their best endeavors to find a solution to the dispute, without UpStripe’s assistance;

Step 2 - if following those best efforts and seven days has passed since the dispute arose, UpStripe will use reasonable endeavors to provide a solution at its absolute discretion. If both parties agree, UpStripe can provide a binding solution. If both parties do not agree, UpStripe will only provide a suggested solution;

Step 3 - UpStripe will provide a solution to the dispute, if both parties have agreed as per Step 2 and both parties will then be legally obliged to follow the solution. If in Step 2, the solution is not binding, the parties will be free to follow the solution proposed or not - if they do not follow the proposed solution, UpStripe shall have no further part to play in the dispute and shall have no obligation or liability to either party in relation to the same.

8.2 A Customer can make a request to UpStripe to cancel the Booking if:

(a) no response: the Provider has not responded in the Inbox within one (1) working day of the commencement of the Booking;

(b) non-delivery:

  1. the Provider did not attend a video support call; or
  2. for fixed price Product Listings, non-delivery means agreed scope of work was not delivered within the agreed timescales.

8.3 Accepted Bookings can only be canceled by an UpStripe admin. Requests should be sent to support@upstripe.io. Canceled Bookings will be fully refunded, except when canceled within 24 hours of the scheduled Booking, when a cancellation fee equivalent to 25% of the overall Booking fee will be charged. For non-scheduled Bookings, refunds will only be given if the Provider has not already started any of the work involved in the booked Listing and even in that case will be at the absolute discretion of UpStripe.

8.4 Customer and Provider may mutually agree to repayment, other than for reasons in the previous clause however authorization of such refunds will be subject to a review by UpStripe

Customers must avoid filing a dispute or reversing Payment through their credit card holder, Bank or PayPal. Attempts to seek a refund in this way will lead to the Customer's account being automatically suspended.

UpStripe will process refund requests subject to a review of the refund reason and circumstances to ensure that both parties have complied with these terms and conditions, and that the purpose of the refund is not to avoid any of the parties' obligations under these terms and conditions. If UpStripe reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations UpStripe shall not be obliged to make the refund.

Users are strictly discouraged from causing cancellations and refunds. Refunds will impact Users standing in the UpStripe Marketplace as follows:

  1. where the Provider is at fault for the refund (for example, due to no response, poor quality of work or they have canceled the Booking), it will negatively impact their Provider status and rankings;
  2. where the Customer is found to be the cause for the refund (for example, an early cancellation due to a change in their business need) it will negatively impact their Customer status;
  3. multiple refunds attributed to a User will lead to temporary and/ or permanent restrictions on their account depending upon the severity.

9. Payments to UpStripe by Providers and Customers

9.1 All Payments will be made via Stripe Connect including:

(a) those from UpStripe to the Provider (on behalf of a Customer), less UpStripe Commission; and

(b) those by the Provider to UpStripe to pay for any services or subscriptions provided by UpStripe.

9.2 UpStripe may make changes to its service fees from time to time. These changes will be reflected in updated terms and conditions, which will apply to any Transactions which take place after the updated fees come into force.

9.3 UpStripe will charge all Providers Commission for all work paid for on the Marketplace (this fee will be automatically deducted from any Payment due to the Provider from a Customer).

9.4 The rates applicable at the moment are:

Free Plan = 15% Commission to UpStripe on the value of all Transactions payable to the Provider by the Customer.

Professional Plan (£19.99 per month payable on the Provider’s credit or debit card by auto renewal until cancelled by giving 14 days’ notice) = 10% Commission to UpStripe on the value of all Transactions payable to the Provider by the Customer.

Customers must pay a 2.5% service fee to UpStripe on all amounts paid via the Marketplace.

9.5 Certain discount codes and promotions will be offered to Customers to drive demand. These discounts will be used across the Marketplace and Providers hereby agree to honor these discounts from their Listings, where applicable.

10. Confidentiality

10.1 In relation to work on Bookings by Providers on behalf of Customers, the Provider may receive confidential information (“Confidential Information”). Except with the express written consent of the Customer:

(a) the Confidential Information shall remain secret and shall not be disclosed, shared, copied, published, reproduced, displayed transmitted, discussed or otherwise revealed in any manner;

(b) the Customer shall retain the ownership, title, property, rights, entitlements and benefits in the Confidential Information and no rights relating to transferring, assigning, novating; or granting any right, by license or otherwise, to use any Confidential Information in any way whatsoever are given to the Provider;

(c) the Provider shall take all steps necessary to protect the secrecy of the Confidential Information including, where the Confidential Information is stored electronically, by providing password protection, encryption and limited access.

(d) the Provider shall provide at least the same care to avoid disclosure or unauthorised use of the Confidential Information as it generally provides to protect its own proprietary information, which shall, in all events, equal or exceed a standard and level of care generally recognized as necessary for the protection of Confidential Information;

(e) the Provider shall not use the Confidential Information either directly or indirectly for its benefit outside of the contractual relationship between the parties; or for its own personal or commercial gain; or as a basis to develop, create or test a similar idea or concept either for themselves or for or on behalf of a third party.

11. Communication and Privacy

11.1 All communication between Customer and Provider must go via the Inbox to keep both parties protected in case of a dispute.

11.2 Users will have the ability to turn email or SMS notifications on or off for upcoming Bookings and other items. If the User does not want to receive announcements, or other communications and/or services from UpStripe’s website, please do not opt-in for those at the time of registration. If a User has opted-in and wishes to opt-out later, please click on the relevant link inserted in communications. For the proper operation of the platform, Users cannot opt-out from certain essential emails.

11.3 Users expressly consent that UpStripe may process any of their personal data (including sensitive personal data) that UpStripe may collect from them in accordance with UpStripe’s Privacy Policy.

12. Termination

12.1 UpStripe may (in relation to a Customer or a Provider) immediately suspend an account, suspend performance of UpStripe’s obligations or any of the User’s rights and/or terminate a contract which is subject to these terms and conditions, if the User:

(a) materially breaches these terms and conditions where the breach is incapable of being cured; or

(b) materially breaches these terms and conditions and fails to cure that breach within 7 days after receiving a written breach notice; or

(c) takes any step or action in connection with bankruptcy, or its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(d) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) UpStripe considers that it is unsuitable to continue contracting with a Customer or a Provider due to changes in the User’s business methods, ownership or management.

12.2 UpStripe may (in relation to a Customer or a Provider) terminate an account and/or terminate a contract which is subject to these terms and conditions, immediately without notice, without giving a reason.

12.3 The termination of a contract subject to these terms and conditions shall be without prejudice to any rights which have already accrued to any of the parties under that contract and terms which expressly state or by implication ought to survive, shall survive.

13. Limitations on Liability

13.1 UpStripe does not accept liability in any circumstances and whether in contract, tort or on any other basis whatsoever and however caused for any special, indirect or consequential damage of any nature whatsoever; or for any loss of business, income, opportunity or anticipated savings.

13.2 UpStripe’s total liability to the Customer or the Provider in relation to any particular Booking whether in contract, tort (including negligence or breach of statutory duty), breach of third party rights, or otherwise however arising, shall not in any event exceed the total value of the Transaction, or the level of insurance that UpStripe has in relation to its business (whichever is lower).

13.3 UpStripe will not accept liability for any loss arising as a result of delay however caused.

13.4 If it is necessary for UpStripe to intentionally interrupt any services on its website, UpStripe will give the User reasonable notice where this is possible and when UpStripe thinks the down time is such as to justify telling Users. Users acknowledge that UpStripe’s website and its services may also be interrupted unintentionally for many reasons beyond its control. Users agree that UpStripe will not be liable to Users for any loss, foreseeable or not, arising from any interruption to its services.

14. Indemnity

14.1 Without limiting any other rights or remedies UpStripe may have, the Customer and the Provider (as applicable) shall indemnify UpStripe against, and shall pay to UpStripe a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct or indirect losses, and all interest, penalties and all legal costs and all other professional costs and expenses) suffered or incurred by UpStripe arising out of or in connection with any claim, liability, obligation, dispute, grievance, issue or matter brought in connection with or arising out of a breach of these terms and conditions by the Customer or the Provider (as applicable) or any act or omission of a User relating to the Contract.

15. Force Majeure

15.1 UpStripe shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, epidemics, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event or circumstance that is beyond the control of UpStripe.

16. General

16.1 A User shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust of, or deal in any other manner with any or all of their rights and obligations under a contract subject to these terms and conditions without the prior written consent of UpStripe. UpStripe may assign or subcontract any or all of its rights and obligations under a contract subject to these terms and conditions.

16.2 These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.3 No failure or delay by UpStripe to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under these terms and conditions or by law is only effective if it is in writing.

16.4 Any notice required to be given under these terms and conditions shall be deemed duly served if given by email to the normal email address used by that person. In proving the giving of a notice, it shall be sufficient to prove that the email was sent on the sender’s email account.

16.5 If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.

16.6 These terms and conditions do not create a partnership, joint venture, agency, representative, employment or fiduciary relationship between a User and UpStripe.

16.7 These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of them (for the avoidance of doubt, this also means that a User cannot enforce any right or obligation in a contract which UpStripe has with another User).

16.8 These terms and conditions 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 the law of England and Wales.

16.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or their subject matter or formation.