GoCardless for Xero, powered by Directli, was named App Partner of the year at Xero Awards in London October 2017

What's in these terms?

These terms set out the terms upon which we provide you with access to our services.

Who we are and how to contact us

The directli platform is provided by Directli Limited ("we", "us", and "our"). We are a private limited company registered in England and Wales under company number 09856033 and have our registered office at Great Northern House, Great Northern Terrace, Lincoln, LN5 8HJ, United Kingdom.

To contact us, please email our Helpdesk or telephone our customer service line on 0330 122 0140.

Who these terms apply to

These terms apply to the individual who is accessing the services we provide (the "service user"). These terms also apply to the business(es) on behalf of which the service user is acting (each a "business user"). In these terms, "you" and "your" refer to both service users and business users, whose obligations under these terms are joint and several.

You, the service user, warrant to us that you have authority to act on behalf of any business users you purport to act for.

If you grant any third party authority to access the services using your access credentials or as an invited user on your account, in the absence of any notice from you to the contrary you agree that they have complete authority to act on your behalf.

By using our services you accept these terms

By using our services, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must not use our services. We recommend that you print a copy of these terms for future reference.

We amend these terms from time to time. Whilst we will endeavour to draw your attention to any changes in these terms, by continuing to use our services you agree to be bound by the terms prevailing at that time.

There are other terms that apply to you

By accepting these terms, you also accept and confirm your agreement to the following sets of terms:

These terms may also be amended or updated from time to time.

Our services

We provide the following services (the "services"):

We only provide services to businesses. In accepting these terms, you warrant to us that you are acting in the course of a trade or business and that you are not a consumer.

Our services are made available free of charge to you. We receive a proportion of the fees charged by GoCardless to you so that you pay no more than you would if dealing with GoCardless directly.

We may update and change our services from time to time to reflect changes in technology, changes in the law, to meet our users' needs and/or changes in our business priorities.

GoCardless data

Our services are delivered to you via our directli software platform (the "Directli Platform"). The Directli Platform is integrated with the GoCardless platform through the GoCardless "application programming interface".This enables you to seamlessly create and manage GoCardless payments through the Directli Platform.

When connecting to GoCardless through the Directli Platform, you grant to us the right to access your GoCardless account. You also grant us access to transactions and other details belonging to or related to your GoCardless account, including information about the account itself ("your GoCardless data"). Any information that we obtain through this integration will only ever be processed in accordance with the law and our Privacy Policy.

By performing tasks or conducting any activities (including without limitation initiating transactions or refunds) through the Directli Platform, you grant us express permission and authority to access your GoCardless data to effect such tasks and activities.

We may suspend or withdraw our services

We do not guarantee that our services will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our services for security, business or operational reasons or for the purposes of the detection or prevention of fraud. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our services using your access credentials are aware of these terms and other applicable terms and conditions, and that they comply with them.

You must keep your account details safe

You must keep all usernames and passwords used to access our services confidential. You must not disclose them to any third party other than to carry out your business or business on behalf of one of our users.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.

If you know or suspect that anyone other than you or someone acting with your consent knows your user identification code or password, you must promptly notify us using the contact details set out above.

Using our services

You agree to use our services with reasonable care and diligence. You are solely responsible for ensuring that the correct information is input onto our systems. We accept no liability for your error inusing our systems. If you are at all unsure about the function or effect of any part of the software you are using, please consult the relevant documentation or contact us using the contact details set out above.

You agree to indemnify us

You agree to indemnify us, our employees, agents and assigns from and against all causes of action, loss, damage, costs and expenses incurred or arising from or in connection with:

We are not responsible for websites we link to

Where we provide links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those websites or resources.

Our responsibility for loss or damage suffered by you

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We exclude all implied conditions, warranties, representations or other terms that may apply to our services.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

In particular, we will not be liable for:

You agree that these terms are reasonable having regard to the fact that the services are provided free of charge to you.

We are not responsible for viruses and you must not introduce them.

We do not guarantee that our services will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our services. You should use your own virus protection software.

You must not misuse our services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our services, the server on which our software or digital materials are stored or any server, computer or database which we use to deliver our services. You must not attack our services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our services will cease immediately.

Intellectual Property

We are the owner or the licensee of all intellectual property rights used in delivering our services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Our status as the authors of content used in delivering our services must always be acknowledged.

Termination

You may terminate this agreement at any time by giving us notice in writing (which includes notice by email but not fax). However, upon termination you agree not to use the services and we shall delete your account. If you use the services again after serving notice of termination of this agreement, you agree to be bound by these terms.

We may terminate this agreement:

Which country's laws apply to any disputes?

These terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We and you both agree to the exclusive jurisdiction of the courts of England and Wales.