At a glance
The headline facts before the detailed sections.
- Who · Fluxa Ltd, a company registered in England and Wales (Companies House 17028144) at 4 Stratford Court, Wolverhampton Road, Sedgley, England, DY3 1QU.
- What · The Fluxa service is a UK card-payment facilitation service offered as a Payment Facilitator under the authorisation of an FCA-authorised payment partner. Fluxa Ltd is not directly authorised by the Financial Conduct Authority.
- Pricing · 1.8% per transaction, flat, for UK businesses. Custom volume rate below 1.8% above £500,000 in monthly processing. The full schedule is on the pricing page.
- Settlement · T+1 settlement is the aim, subject to merchant approval, risk review and payment partner terms. Funds settle to the merchant’s nominated UK bank account in GBP, net of fees and any holds described below.
- Refunds · Refunds are returned at no additional fee. The 1.8% rate is Fluxa’s processing fee. Scheme or payment partner pass-through costs may apply where stated.
- Disputes · Chargeback handling is included in the rate. There is no per-dispute fee.
- Law · English law. The courts of England and Wales have exclusive jurisdiction.
- Notice · Material changes to these terms require thirty days’ notice; price changes require thirty days’ notice.
The full terms below apply.
Definitions
Capitalised terms used in this agreement.
- Fluxa, we, us, our
- Fluxa Ltd, a company registered in England and Wales (Companies House 17028144).
- Merchant, you, your
- The business that accepts these terms and uses the Fluxa service to accept card payments from its customers.
- Service
- The Fluxa card-payment facilitation service, including the dashboard, the hosted checkout, the API, the SDKs, the webhook delivery and the supporting infrastructure.
- Payment Partner
- “Payment Partner” means the regulated partner providing acquiring, processing and settlement services. The Payment Partner is the FCA-authorised institution under whose authorisation the Fluxa service operates, submits transactions to the card schemes and holds cardholder funds.
- Payment Facilitator
- The role Fluxa performs under the Payment Partner’s programme. Fluxa onboards merchants, operates the checkout, presents transactions to the Payment Partner and supports the merchant relationship.
- Transaction
- A card-payment authorisation request, capture, refund, void, reversal or chargeback presented through the Service.
- Card Schemes
- Visa Europe Services LLC (UK Branch) and Mastercard Europe SA (UK Branch), and any other payment-card scheme Fluxa accepts through the Service.
- Scheme Rules
- The operating rules, technical standards and brand-use requirements published by the Card Schemes, as amended.
- Chargeback
- A reversal of a previously settled transaction initiated by the cardholder’s issuing bank under the Scheme Rules.
- Refund
- A merchant-initiated return of funds to the cardholder against a previously captured transaction.
- Settlement
- The credit of net transaction proceeds to the merchant’s nominated UK bank account, after deduction of fees, refunds, chargebacks and any holds.
- Reserve
- A portion of merchant settlement proceeds held back by the Payment Partner to cover anticipated chargeback exposure, fraud risk or scheme-rule liability.
- Pricing Schedule
- The fees applicable to the merchant’s use of the Service, set out at fluxapay.co.uk/pricing and incorporated by reference into this agreement.
- Privacy Notice
- The Fluxa privacy notice at fluxapay.co.uk/privacy, which forms part of this agreement.
- Acceptable Use Policy
- The Fluxa acceptable-use policy at fluxapay.co.uk/acceptable-use, which forms part of this agreement.
The services
What Fluxa provides.
The Service lets the merchant accept Visa and Mastercard card-not-present payments from cardholders in the United Kingdom and in supported international currencies, settled to a nominated UK bank account. Apple Pay and Google Pay are supported through the underlying card networks. The Service includes:
- A hosted checkout and an embedded SDK that accept card details directly into the Payment Partner’s PCI-validated environment.
- A merchant dashboard with the transaction ledger, settlement timeline, refund and dispute workflows and team management.
- A REST API and webhook delivery pipeline with idempotency keys, HMAC-SHA256 signing and replay protection.
- Real-time anomaly detection on transactions and account activity.
- The double-entry ledger and the six-state payment lifecycle described on the developer page.
- Onboarding, dispute handling and merchant support during UK business hours, with severity-based out-of-hours coverage.
The Service does not include: bank-account holding, lending, foreign-exchange conversion outside the supported currencies, point-of-sale terminal hardware, Amex acceptance, or any service Fluxa has not described in writing.
No service-level agreement at launch
Fluxa does not commit to a written service-level agreement (SLA) for uptime or response times during the founding-cohort phase. The technical-and-organisational measures and the operational-resilience commitments are on the security page. A formal SLA is on the roadmap for the post-launch phase.
Regulatory status
Who is authorised, who is not, and what that means for the merchant relationship.
Fluxa Ltd is not directly authorised by the FCA
Fluxa Ltd is not authorised by the Financial Conduct Authority under the Payment Services Regulations 2017, the Electronic Money Regulations 2011 or the Financial Services and Markets Act 2000. Fluxa Ltd does not hold customer funds in its own name; it does not provide payment services in its own regulatory capacity.
The Payment Partner is the FCA-authorised entity
Card acquiring under this agreement is performed by an Payment Partner that is authorised by the Financial Conduct Authority. The Payment Partner is the legal entity that submits transactions to the Card Schemes under its own scheme licence, that holds cardholder funds before settlement and that is responsible for the regulated payment-service activity under the Payment Services Regulations 2017.
What this means for the merchant
The merchant contracts with Fluxa Ltd for the day-to-day operation of the Service. The merchant is also, by accepting these terms, accepted as a sub-merchant under the Payment Partner’s programme. The Payment Partner’s standard terms apply between the merchant and the Payment Partner. Where any provision of this agreement conflicts with a requirement of the Card Schemes or with the Payment Partner’s programme terms, the scheme and partner requirements prevail.
Card Scheme Rules
The merchant’s acceptance of cards under this agreement is subject to the Scheme Rules. The merchant is responsible for complying with the Scheme Rules as they apply to acceptance, dispute handling, refund procedures and brand-use guidelines.
Acceptance and onboarding
How the agreement forms and what Fluxa needs from the merchant.
Formation
This agreement takes effect when the merchant accepts these terms in the Fluxa dashboard sign-up flow. Acceptance is recorded with the date, time, IP address and the version of the terms in force at the point of acceptance. The merchant’s use of the Service after acceptance constitutes continued agreement with these terms.
Know Your Business (KYB) information
Before the merchant can process live transactions, Fluxa collects the information required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and by the Payment Partner’s onboarding programme. The information collected includes: company registration details, ultimate beneficial ownership above twenty-five percent, director identity verification, business model description, supporting documents (incorporation certificate, articles of association, recent bank statements where requested), the merchant’s website and a summary of the products or services sold.
Risk-based acceptance
Acceptance is subject to a risk review by Fluxa and by the Payment Partner. Fluxa or the Payment Partner can decline acceptance, request additional information, apply conditions (such as a Reserve), or limit the volume or transaction size the merchant can process. A decision to decline or to apply conditions is made on the basis of regulatory, scheme-rule, fraud-risk or business-model criteria and is not a finding against the merchant’s integrity.
Sanctions and PEP screening
The merchant’s directors and ultimate beneficial owners are screened against the consolidated list of financial sanctions targets maintained by the Office of Financial Sanctions Implementation (OFSI) and against politically-exposed-persons (PEP) databases. Adverse hits are reviewed in accordance with the Payment Partner’s programme requirements.
Fees
What the merchant pays and when. The current rate card is on the pricing page; the headlines are reproduced here for convenience.
Headline rates
- Flat rate
- 1.8% per transaction, applied to gross transaction value, for UK businesses. The rate is written into the merchant agreement and cannot be changed by Fluxa unilaterally.
- Volume rate
- Custom rate below 1.8% per transaction for merchants processing more than £500,000 per month sustained, agreed in writing.
- Volume rate
- A reduced rate below 1.8% applies once a merchant’s monthly processing volume exceeds £500,000. The exact rate is set out in the Pricing Schedule.
What is included in the rate
- Interchange and scheme fees passed through by the Payment Partner.
- Authorisation, capture, settlement and reporting.
- Refunds (no per-refund fee).
- Chargeback handling (no per-dispute fee).
- 3D Secure 2 / Strong Customer Authentication for transactions in scope of PSD2 SCA.
- Apple Pay and Google Pay tokenised acceptance.
- Merchant dashboard, API access, webhook delivery, anomaly detection and audit logging.
- Merchant support during UK business hours.
What is not included
- Foreign-exchange conversion outside the supported currencies.
- Hardware (terminals, card readers).
- American Express acceptance.
- Direct integrations with the merchant’s accounting or ERP systems beyond the standard webhook export.
Changes to fees
The headline rate is written into the merchant agreement and cannot be changed by Fluxa unilaterally. Any change to fees, and any new fees introduced, require thirty days’ written notice to the merchant. If the merchant does not accept the change, the merchant can terminate this agreement by giving written notice before the change takes effect, with no further fees beyond those already accrued.
VAT
The fees stated are exclusive of VAT. Where VAT is properly chargeable on Fluxa’s supply, it is added at the prevailing rate and shown separately on the merchant’s monthly invoice.
Right of set-off
Fluxa has the right to set off, against any settlement payable to the merchant, any amount the merchant owes to Fluxa under this agreement, including: Fees, scheme-level pass-through fees, refunded amounts, chargeback amounts, fines or assessments imposed by the Card Schemes or by the Payment Partner in respect of the merchant’s activity, indemnity payments due under the indemnity section, and any other liquidated sum owed by the merchant to Fluxa.
Negative balance
If the deductions described above exceed the settlement balance on a given day, the merchant’s account balance can become negative. Where the account balance is negative, the merchant pays the shortfall to Fluxa within five working days of written demand. Fluxa can, in addition: (a) demand and receive immediate payment for the shortfall; (b) withhold subsequent settlements until the shortfall is cleared; (c) draw on a Reserve, if one is in place; (d) suspend new transactions on the merchant account until the shortfall is cleared; and (e) terminate this agreement under the termination provisions.
Interest on late payment
Fees and other liquidated sums owed by the merchant and not paid by the due date carry interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. Fluxa can also recover its reasonable debt-recovery costs under that Act.
Tax obligations of the merchant
The merchant is responsible for assessing, collecting, reporting and paying its own taxes (income tax, corporation tax, VAT on its own supplies to its customers, sales taxes in jurisdictions where its customers are based, and any similar taxes). Fluxa does not collect or remit the merchant’s taxes. Where Fluxa is required by law to withhold tax from a settlement, the withheld amount is treated as a deduction under the set-off provisions above.
Settlement
When and how the merchant receives funds.
Default settlement schedule
Settled funds are credited to the merchant’s nominated UK bank account in GBP. T+1 settlement is the aim, subject to merchant approval, risk review and payment partner terms; it is not a guarantee. Where these conditions are met, a transaction captured on a working day in the United Kingdom is settled on the following UK working day, subject to the Payment Partner’s cut-off times and any pending dispute or fraud review.
Settlement currency
Settlement is in pounds sterling (GBP) by default. Where the merchant supports other currencies and the Payment Partner offers settlement in those currencies, settlement currency can be configured on the merchant account.
Holds and Reserves
The Payment Partner, with notice through Fluxa, can apply a hold or a Reserve where the merchant’s processing pattern, dispute rate, refund rate, business model or risk profile exceeds the parameters of the Payment Partner’s programme. Holds and Reserves are described to the merchant in writing with their basis, amount and expected duration. Held funds remain the merchant’s property; the merchant has no legal, beneficial or equitable right or interest in the Reserve account itself, which is established by the Payment Partner in its own name.
Settlement delays
Settlement is delayed by any of: incorrect bank-account details provided by the merchant; a pending fraud or dispute review; the unavailability of the Payment Partner, the merchant’s bank, a UK clearing system or another upstream provider; a Force Majeure event; or a regulatory or legal instruction to suspend the settlement.
Refunds and disputes
How returns, chargebacks and reversals are handled.
Refunds
The merchant can initiate a full or partial refund of any captured transaction through the dashboard or the API. Refunds are returned to the original card and reduce the merchant’s next settlement by the refund amount. Refunds carry no per-refund fee. The original transaction fee is not refunded to the merchant where the refund is initiated more than thirty days after the original capture.
Chargebacks
Where a cardholder disputes a transaction with their issuing bank, a chargeback is raised under the Scheme Rules. Fluxa receives the chargeback notification from the Payment Partner and presents it to the merchant in the dashboard with the cardholder’s stated reason and any supporting evidence required to respond.
The merchant has up to ten working days to provide a response with documentary evidence (receipts, delivery confirmation, terms of sale, communications). Fluxa submits the response to the Payment Partner. The Payment Partner’s decision and the Scheme’s final outcome are binding.
Chargeback liability
Where the chargeback is decided against the merchant, the disputed amount is debited from the merchant’s next settlement. There is no per-dispute fee in addition to the rate. Where the merchant’s chargeback rate exceeds the Card Schemes’ published thresholds, additional scheme-level fees imposed by Visa or Mastercard are passed through to the merchant on a cost-only basis.
Reversal
A reversal is the cancellation of an authorisation before capture. Reversals carry no fee.
Merchant obligations
What the merchant agrees to do.
- Accurate information
- The merchant provides accurate, current and complete information about its business, ownership, products, and the services it sells. The merchant notifies Fluxa within fifteen working days of any material change, including changes to ownership, registered address, business model, or directors.
- Compliance with Scheme Rules
- The merchant follows the Card Scheme Rules that apply to its acceptance of cards, including rules on prohibited transactions, surcharging where applicable, and brand-use guidelines.
- Lawful business
- The merchant operates a lawful business in the jurisdictions where its customers are based and where its products are delivered.
- Refund policy
- The merchant publishes a clear refund and cancellation policy on its website and honours that policy.
- Customer support
- The merchant maintains a working customer-contact channel and responds to cardholder enquiries about disputed transactions within five working days.
- Data security
- The merchant follows the requirements of PCI DSS v4.0 SAQ-A for the integration pattern provided by Fluxa. The merchant does not store, transmit or otherwise handle the full card-number, the CVV or the magnetic stripe data outside the Fluxa hosted checkout and embedded SDK.
- Cooperation with reviews
- The merchant cooperates with risk, compliance and audit reviews initiated by Fluxa, the Payment Partner, the Card Schemes, the Financial Conduct Authority or any other competent regulator.
- Notice of insolvency events
- The merchant notifies Fluxa within five working days of any administration, liquidation, voluntary arrangement, individual voluntary arrangement (if a sole trader), or material loss of permits required to operate the merchant’s business.
- API key and credential security
- API keys, webhook signing secrets and dashboard login credentials are confidential to the merchant. The merchant does not share credentials outside the merchant’s authorised personnel; rotates credentials on personnel change; and notifies security@fluxapay.co.uk without delay of any known or suspected compromise.
- Bank-account verification
- Changes to the settlement bank account are verified through a documented process: a small-value penny test plus written confirmation from a director of the merchant, before the change takes effect, to protect against settlement-redirect fraud.
- Anti-bribery
- The merchant complies with the Bribery Act 2010 and equivalent anti-corruption laws in jurisdictions where it operates. The merchant does not offer, promise, give, request or accept any improper financial or other advantage in connection with the Fluxa service. Facilitation payments are not permitted.
- Anti-slavery
- The merchant complies with the Modern Slavery Act 2015. The merchant has taken steps to ensure that slavery and human trafficking are not taking place in any part of its supply chain or its own business.
- Insurance
- The merchant maintains the insurance cover that is required for its industry by law, by its commercial counterparties or by prudent practice in its sector (including, where applicable, public liability, product liability, professional indemnity and cyber insurance).
Prohibited businesses and transactions
What the merchant cannot use the Service for.
The merchant cannot use the Service to process transactions for the categories below. The list reflects card-scheme prohibitions, regulatory restrictions, the Payment Partner’s programme rules and Fluxa’s own risk appetite. A full and current list is maintained in the Acceptable Use Policy, which is incorporated by reference.
- Unlawful activity in the United Kingdom or in the jurisdiction where the cardholder is based.
- Activity that infringes intellectual property, including counterfeit goods.
- Adult-content sales of any form.
- Pharmaceuticals, prescription medicines and unregulated nutritional supplements.
- Gambling, lotteries, betting and skill-with-cash-prize games, including any business that is required to hold a Gambling Commission licence in Great Britain.
- Cryptoassets, including buying, selling, exchange, custody or staking services.
- Firearms, ammunition, regulated weapons and weapon-component sales.
- Tobacco, e-cigarettes and vaping products where prohibited by the Card Schemes.
- Cannabis and cannabis-derived products, including hemp products sold for recreational use.
- Multi-level-marketing and pyramid-scheme business models.
- Debt-collection services, payday lending and consumer credit outside FCA authorisation.
- Charities not registered with the Charity Commission for England and Wales or the equivalent UK regulator.
- Aggregation or factoring of payments on behalf of third parties.
- Transactions for goods or services not provided to the cardholder.
- Transactions in support of sanctioned individuals, entities or jurisdictions.
Where Fluxa identifies use of the Service for a prohibited purpose, Fluxa can suspend the merchant account, hold settlement, terminate this agreement under the termination section below and report the activity to the Payment Partner, the Card Schemes and the relevant authorities.
Compliance and audit
The ongoing compliance requirements that apply through the Service.
Anti-money laundering
The merchant’s use of the Service is subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Fluxa and the Payment Partner conduct customer due diligence on acceptance and on an ongoing basis. The merchant cooperates with requests for additional information.
AML record retention
Fluxa and the Payment Partner retain customer-due-diligence records, transaction records and supporting documentation for five years from the end of the business relationship or the date of the transaction, in accordance with regulation 40 of the Money Laundering Regulations 2017. The Privacy Notice describes the longer retention periods that apply to particular categories of personal data where required by other law.
Financial sanctions
Sanctions screening continues throughout the life of the merchant relationship against the OFSI consolidated list and against the EU, US OFAC and UN lists that the Payment Partner is required to screen against. A confirmed sanctions match terminates the merchant relationship under the termination provisions and is reported to the Office of Financial Sanctions Implementation.
Card-scheme compliance programmes
The merchant is included in the Card Schemes’ standard fraud and dispute monitoring programmes (Visa VAMP, Mastercard ECM and Mastercard EFM, and equivalent successor programmes). Excess chargeback or fraud rates above the schemes’ published thresholds result in additional scheme-level fees and lead to suspension or termination of acceptance.
PCI DSS
The Payment Partner is validated at PCI DSS Level 1. Fluxa operates in PCI DSS v4.0 SAQ-A scope. The merchant operates in PCI DSS v4.0 SAQ-A scope by virtue of using the Fluxa hosted checkout or embedded SDK and not handling card data on its own systems. The merchant completes the SAQ-A self-assessment annually and provides Fluxa with the attestation of compliance on request.
Audit rights
The Payment Partner, the Card Schemes, the Financial Conduct Authority and any other regulator with jurisdiction over the Payment Partner have audit rights over the merchant’s use of the Service. Fluxa supports such audits by providing transaction records, communications and other information held by Fluxa. The merchant cooperates with audit requests and provides the information required within the timescales set by the auditing party.
Data and intellectual property
How personal data is handled, and who owns what.
Data protection
The full data-protection terms (UK GDPR, Data Protection Act 2018 and PECR) are set out in the privacy notice, which forms part of this agreement. In summary: for KYB and merchant-account data, Fluxa is an independent data controller; for cardholder data processed at checkout, the Payment Partner is the controller of cardholder funds data and Fluxa is a processor acting on the merchant’s instructions for the merchant-customer data. An Article 28 data-processing agreement is included as a schedule to the merchant agreement and is available on request.
Sub-processors
Fluxa engages sub-processors to deliver the Service. The current sub-processor list is available to merchants on request, with at least thirty days’ notice given of any material change.
Intellectual property
Fluxa retains all rights, title and interest in the Service, including the dashboard, the hosted checkout, the API, the SDKs, the documentation and any improvements derived from operating the Service. The merchant retains all rights in its own content, including its product listings, branding, customer data, refund policies and supporting documentation.
Licence to operate
Fluxa grants the merchant a limited, non-exclusive, non-transferable, revocable licence to use the Service for the duration of this agreement, solely to accept and manage card payments from the merchant’s customers.
Trade-mark use
The merchant can display the Fluxa name and logo to indicate use of the Service, in accordance with the brand guidelines. The merchant follows the Card Schemes’ brand-use guidelines when displaying Visa and Mastercard acceptance marks. Fluxa can display the merchant’s name and trade marks in a customer reference list, subject to the merchant’s written objection at any time.
Confidentiality
Each party’s confidential information is protected on both sides.
Definition
“Confidential Information” means any non-public information that one party discloses to the other in connection with this agreement, in any form, that is either marked as confidential or that is identifiable as confidential from its nature, including: pricing not on the public pricing page, customer lists, technical specifications, internal documentation, business plans, and the details of any incident or dispute affecting the merchant account.
Mutual undertaking
Each party undertakes to use the other party’s Confidential Information only for the purposes of this agreement; to protect it with the same care it uses for its own confidential information of similar sensitivity, and in any event with no less than the care a competent business in its position takes; and to disclose it only to its own personnel, professional advisers and sub-processors who need it for the purposes of this agreement and who are bound by equivalent confidentiality obligations.
Exclusions
Confidential Information does not include information that: was lawfully in the receiving party’s possession before disclosure without an obligation of confidence; is or becomes publicly available without breach of this agreement; is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or is received from a third party that owes no obligation of confidence to the disclosing party.
Required disclosure
Either party can disclose Confidential Information to the extent required by law, by a court order, by a regulator with jurisdiction over the disclosing party, or by the Card Schemes under the Scheme Rules. The disclosing party gives the other party written notice of the requirement where the law permits and the circumstances allow, so the other party can seek a protective order or other remedy a court provides.
Survival
The confidentiality obligations in this section continue for three years after termination of this agreement, or for as long as the information remains confidential, whichever is longer. Confidential Information that constitutes a trade secret is protected for as long as it is a trade secret.
Warranties and liability
What each party warrants and the limits of liability.
Mutual warranties
Each party warrants to the other that it has the legal capacity and authority to enter into this agreement, that signing this agreement does not breach any other agreement or law, and that it will comply with all laws applicable to its activity under this agreement.
Service warranty
Fluxa warrants that the Service is provided with reasonable skill and care (as that term is used in section 13 of the Supply of Goods and Services Act 1982). The Service is otherwise provided on an “as is” basis. Fluxa does not warrant that the Service will be uninterrupted, error-free or that every authorisation request will succeed, and Fluxa disclaims all implied warranties to the maximum extent permitted by law.
Limits of liability
Subject to the carve-outs in the next paragraph, each party’s total aggregate liability to the other for all claims arising out of or relating to this agreement is limited to the total Fees the merchant has paid to Fluxa during the twelve months immediately before the first event giving rise to liability.
Carve-outs
The liability cap above does not apply to: (a) the merchant’s obligation to pay Fees, settle Refunds and bear Chargebacks; (b) liability for death or personal injury caused by negligence; (c) liability for fraud or fraudulent misrepresentation under section 2(1) of the Misrepresentation Act 1967; (d) liability for any other matter that cannot be limited or excluded under English law.
Unfair Contract Terms Act 1977
The parties agree that the limitations of liability in this section satisfy the reasonableness test in section 11 of the Unfair Contract Terms Act 1977, taking into account: the commercial nature of the agreement; the parties’ relative bargaining positions; the fees the merchant pays for the service; the availability and cost of insurance to cover the excluded losses; and the limited control Fluxa exercises over the upstream Payment Partner, the Card Schemes and the UK clearing system. Each provision in this section is severable. If any limitation is held to be unenforceable, the rest of this section continues to apply to the maximum extent permitted by law.
Exclusion of indirect loss
Neither party is liable for indirect, consequential, special or punitive loss, including loss of profit, loss of business, loss of goodwill, loss of anticipated savings or loss arising from business interruption, even if the party has been advised of the possibility of such loss.
Indemnity
The merchant indemnifies Fluxa, its directors, employees, the Payment Partner and the Card Schemes against losses, fines, scheme assessments and legal costs arising from the merchant’s breach of this agreement, the merchant’s breach of the Scheme Rules, the merchant’s fraud or wilful misconduct, and any third-party claim that the merchant’s products, content or business activity infringes a third party’s rights.
Term, termination and suspension
How the agreement starts, ends and pauses.
Term
This agreement starts on the date the merchant accepts these terms and continues until terminated.
Termination for convenience by the merchant
The merchant can terminate this agreement at any time on thirty days’ written notice to Fluxa through the dashboard or to support@fluxapay.co.uk. Outstanding transactions are processed to completion, settlement continues, and Fluxa returns any final balance net of fees and reserves once the chargeback exposure window has closed.
Termination for convenience by Fluxa
Fluxa can terminate this agreement on sixty days’ written notice for any reason.
Termination for cause
Either party can terminate this agreement immediately on written notice on a material breach by the other party that is not remedied within fifteen working days of the notifying party’s written request to remedy. Fluxa can terminate this agreement immediately on written notice without a cure period, where: the merchant uses the Service for a prohibited purpose; the merchant’s acceptance is withdrawn by the Payment Partner or by a Card Scheme; the merchant is subject to insolvency proceedings; or the merchant fails sanctions screening on a confirmed match.
Account dormancy
If the merchant has no successful transactions and no logins to the dashboard for twelve consecutive months, Fluxa can close the merchant account on thirty days’ written notice. Any remaining balance is returned to the merchant’s last-recorded settlement bank account, net of any outstanding fees, chargeback exposure or Reserves.
Suspension
Fluxa can suspend the Service immediately where Fluxa identifies that the merchant’s activity creates an unacceptable risk of fraud, chargeback exposure, scheme-rule breach or regulatory breach. Suspension is communicated to the merchant in writing with the reason. Suspension is reviewed within five working days and either lifted, continued with conditions, or escalated to termination.
Effect of termination
On termination: the licence to use the Service ends; access to the dashboard is closed within ten working days, with read-only export available for ninety days; any outstanding fees become payable; any Reserve is released after the chargeback exposure window closes one hundred and eighty days from the last captured transaction; and the surviving clauses listed below remain in force. The surviving clauses are: definitions, fees outstanding at termination, refunds and chargebacks for transactions captured during the term, data protection, intellectual property, warranties, limitation of liability, indemnity, and general provisions.
General provisions and law
The standard provisions that round out the agreement.
Force Majeure
Neither party is liable for failure to perform an obligation under this agreement (other than the merchant’s payment obligations) where the failure is caused by a Force Majeure event. A Force Majeure event includes acts of war or terrorism, civil unrest, natural disaster, fire, flood, pandemic, governmental order, the unavailability of a Card Scheme or a UK clearing system, the unavailability of the Payment Partner’s service for reasons outside Fluxa’s control, internet or telecommunications outages, and labour disputes affecting an upstream provider. The affected party notifies the other party within five working days of the event taking effect, with a description of the event and an estimate of the expected duration.
Fluxa insolvency and service continuity
Cardholder funds are held by the Payment Partner, not by Fluxa Ltd, and are not the property of Fluxa Ltd. If Fluxa Ltd is subject to insolvency proceedings, cardholder funds at the Payment Partner are not affected by those proceedings; the Payment Partner’s safeguarding obligations under the Payment Services Regulations 2017 apply. The Payment Partner has the contractual right under its programme to step in as the direct counterparty to the merchant or to migrate the merchant to another sub-merchant arrangement to maintain continuity of service. Merchants are not exposed to Fluxa Ltd’s solvency in respect of settled or in-flight cardholder funds.
Changes to these terms
Fluxa can change these terms on thirty days’ written notice. The notice is sent by email to the merchant’s nominated address and is posted in the dashboard. If the merchant does not accept the change, the merchant can terminate this agreement under the termination-for-convenience provisions above before the change takes effect. Continued use of the Service after the change takes effect constitutes acceptance.
Assignment
The merchant cannot assign or transfer this agreement, in whole or in part, without Fluxa’s prior written consent (not to be unreasonably withheld). Fluxa can assign this agreement to a successor by reason of merger, acquisition, sale of substantially all of Fluxa’s assets, or corporate restructuring, on written notice to the merchant.
Entire agreement
This agreement, the Pricing Schedule, the Privacy Notice, the Acceptable Use Policy and the Article 28 data-processing agreement are the entire agreement between the parties regarding the subject matter. They supersede any earlier representations or agreements on the same subject. No party has relied on any representation that is not set out in these documents.
Order of precedence
If a conflict arises between the documents listed above, the order of precedence is: (i) the Scheme Rules and the Payment Partner’s programme requirements; (ii) this agreement (the merchant terms); (iii) the Article 28 data-processing agreement; (iv) the Pricing Schedule; (v) the Privacy Notice; (vi) the Acceptable Use Policy. The higher-ranking document prevails to the extent of the conflict.
Severability
If any provision of this agreement is held to be unenforceable, the rest of the agreement remains in full force, and the unenforceable provision is severed or, where the parties’ intent can be preserved, replaced by a provision that achieves the original commercial purpose to the maximum extent permitted by law.
Waiver
A failure or delay by either party in enforcing a right under this agreement is not a waiver of that right.
No third-party beneficiaries
The Payment Partner is an intended third-party beneficiary of the provisions of this agreement that protect its programme, its compliance obligations and its risk position, and can enforce those provisions against the merchant under the Contracts (Rights of Third Parties) Act 1999. No other third party has rights under this agreement.
Notices
Notices to Fluxa are sent to support@fluxapay.co.uk or to the registered office above. Notices to the merchant are sent to the email address recorded in the merchant dashboard. A notice is taken as received on the next working day after it is sent.
Limitation period
The statutory limitation periods under the Limitation Act 1980 apply to claims under this agreement. For contractual claims (other than those founded on a deed) the period is six years from the date on which the cause of action accrues.
Electronic acceptance and counterparts
The merchant’s click-acceptance of these terms in the Fluxa dashboard, with the date, time, IP address and version recorded, constitutes a binding written acceptance under English law. This agreement is treated as executed when the merchant accepts and Fluxa records that acceptance. The agreement is binding even where no physical or qualified electronic signature is applied.
Agency
Fluxa acts as a Payment Facilitator on its own account, not as the merchant’s agent, except for the limited purpose of presenting transactions to the Payment Partner and receiving settlement on the merchant’s behalf. Nothing in this agreement creates a partnership, joint venture or wider agency between the parties.
Information about Fluxa Ltd
For the purposes of regulation 6 of the Electronic Commerce (EC Directive) Regulations 2002 and section 1144 of the Companies Act 2006: Fluxa Ltd is registered in England and Wales (company number 17028144) at 4 Stratford Court, Wolverhampton Road, Sedgley, England, DY3 1QU. Email: support@fluxapay.co.uk. VAT registration details, where applicable, are shown on invoices.
Complaints
The Fluxa complaints procedure is on the complaints page and is incorporated by reference into this agreement.
Governing law and jurisdiction
This agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.