Terms and Conditions
ENSEMBL PAYMENTS LTD
Company Number: 16987053
277 Ladybank Road, Mickleover, Derby, England, DE3 0RS
Version 1.0 | May 2026
IMPORTANT: Please read these Terms & Conditions carefully before registering for or using the Ensembl platform. By registering an account or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Services.
Part 1: Introduction
1. About This Agreement
1.1 This document ("Agreement") sets out the terms and conditions on which Ensembl Payments Ltd ("Ensembl", "we", "us", or "our") provides the Ensembl platform and associated services to registered business clients ("you" or "Client").
1.2 This Agreement applies to all use of the Ensembl platform, including payment processing, settlement, automated communications, operational workflow tools, and access to regulated finance introductions via Ensembl's finance partners.
1.3 This Agreement is entered into between Ensembl Payments Ltd and the business entity that registers for and uses the Services. By registering an account or using the Services in any way, you confirm that you are authorised to bind that business entity to this Agreement.
1.4 Unless varied by a signed Commercial Agreement between you and Ensembl that explicitly references and overrides specific provisions of this Agreement, these Terms apply in full. In the event of any conflict between this Agreement and a Commercial Agreement, the Commercial Agreement shall prevail only in respect of the specific provisions it expressly addresses.
1.5 This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it.
2. About Ensembl Payments Ltd
2.1 Ensembl Payments Ltd is a company incorporated in England and Wales with company number 16987053. Our registered office is at 277 Ladybank Road, Mickleover, Derby, England, DE3 0RS.
2.2 Ensembl is an Introducer Appointed Representative ("IAR") of Phoenix Financial Consultants Limited ("Phoenix FC"), registered in England and Wales with company number 07436334, which is authorised and regulated by the Financial Conduct Authority (Financial Services Register number 539195) and acts as a credit broker, not a lender. In that capacity, Ensembl may introduce clients and their customers to regulated finance products arranged by Phoenix FC. Ensembl does not itself hold FCA authorisation and does not advise on, arrange, or administer regulated credit.
2.3 Ensembl is not a bank. We do not hold client money as a deposit-taking institution. Funds received from your customers are safeguarded by Stripe in accordance with its FCA obligations as an electronic money institution and are held pending settlement to your designated Payout Account in accordance with this Agreement. Such funds are not bank deposits and are not protected by the Financial Services Compensation Scheme.
2.4 Payment processing and settlement services used by Ensembl are provided through Lopay Ltd ("Lopay"), company number 13384279. Lopay is not itself authorised by the Financial Conduct Authority as a payment institution. The underlying payment and e-money services are provided under the FCA authorisation of Stripe Payments UK Limited ("Stripe"), company number 08480771, which is authorised and regulated by the Financial Conduct Authority as an electronic money institution (Financial Services Register number 900461). Card and payment data is processed within PCI DSS compliant infrastructure, Stripe being certified as a PCI DSS Level 1 service provider.
3. Definitions
In this Agreement, unless the context otherwise requires, the following terms have the meanings given below:
"Agreement" means these Terms & Conditions together with any Commercial Agreement, Schedules, and any documents incorporated by reference.
"Chargeback" means a reversal of a Transaction initiated by a cardholder's issuing bank via the applicable card network, resulting in a debit from Ensembl's main clearing account.
"Chargeback Administration Fee" means the fee of £30 (exclusive of VAT) charged by Ensembl per Chargeback raised against a Client's Transactions, regardless of outcome.
"Clearing Account" means the pooled account or accounts held by Ensembl or its payment partners in which Transaction proceeds are held pending settlement.
"Client" or "you" means the business entity that has registered for and is using the Services under this Agreement.
"Commercial Agreement" means a written agreement separately executed between Ensembl and the Client that varies specific commercial terms including fees and payout schedule.
"Consumer Duty" means the FCA's Consumer Duty rules as set out in the FCA's Handbook (PRIN 2A), as amended from time to time.
"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, and all other applicable laws and regulations relating to the processing of personal data, as amended from time to time.
"Ensembl" means Ensembl Payments Ltd (company number 16987053).
"Finance Products" means the regulated consumer credit products arranged by Phoenix FC and provided by Zopa Bank Limited, made available to End Users via the Ensembl platform.
"End User" means a customer of the Client who uses the Ensembl payment link or platform to make a payment or apply for a Finance Product.
"IAR" means Introducer Appointed Representative, a firm that introduces customers to a regulated firm but does not itself hold FCA authorisation.
"Intellectual Property Rights" means all patents, rights to inventions, copyright, trade marks, service marks, trade names, domain names, rights in designs, database rights, confidential information, and all other intellectual property rights, whether registered or unregistered.
"Minimum Payout Threshold" means the minimum balance of £100 required in a Client sub-account before a payout will be initiated.
"Payment Link" means a secure, unique URL generated by Ensembl and sent to an End User to facilitate payment for a Service Case.
"Payout Account" means the UK bank account designated by the Client to receive settlement of Transaction proceeds.
"Payout Schedule" means the period between a Transaction being processed and the corresponding funds being settled to the Client's Payout Account, which is 7 working days by default unless varied by a Commercial Agreement.
"PCI-DSS" means the Payment Card Industry Data Security Standards, as updated from time to time.
"Phoenix FC" means Phoenix Financial Consultants Ltd, the FCA-authorised credit broker through which Ensembl operates as an IAR.
"Platform" means the Ensembl software platform, including the dashboard, Payment Links, API, automated communications, and all related tools and services.
"Reserve" means funds withheld from settlement by Ensembl as security against potential Chargebacks, disputes, or other liabilities.
"Restricted Business" means a business type or activity listed in Schedule 2 or otherwise notified to you as ineligible to use the Services.
"Service Case" means a record created within the Platform representing a client engagement, transaction, or arrangement between the Client and an End User.
"Services" means all services provided by Ensembl under this Agreement, including the Platform, payment processing, settlement, automated communications, and finance introductions.
"Sub-Account" means the account within the Ensembl platform allocated to the Client, in which Transaction proceeds are recorded pending settlement.
"Transaction" means a payment made by an End User via the Platform in connection with a Service Case.
"Transaction Fee" means the fee charged by Ensembl per Transaction, as set out in Schedule 1 or varied by a Commercial Agreement.
"Transfer API" means the Ensembl API functionality that allows funds to be moved between accounts within the Ensembl platform.
"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
"Zopa" means Zopa Bank Limited, the FCA-authorised lender providing Finance Products via Phoenix FC.
Part 2: Account & Registration Onboarding
4. Eligibility
4.1 The Services are available to UK-registered businesses only. You must be a legally constituted business entity (including limited companies, limited liability partnerships, and sole traders operating as a business) to register for and use the Services.
4.2 The Services are not available to individuals acting for personal, family, or household purposes. Ensembl reserves the right to determine eligibility at its sole discretion.
4.3 Ensembl reserves the right to approve or decline any application to use the Services based on the Client's sector, business type, risk profile, or any other factor Ensembl deems relevant. Approval is not guaranteed and is not a right.
4.4 Clients must operate in a sector approved by Ensembl during onboarding. Using the Platform to process payments for a materially different business type or sector without Ensembl's prior written approval is a breach of this Agreement.
5. Registration Requirements
5.1 To register for the Services, you or your Authorised Representative must provide Ensembl with information reasonably required to create and administer your account, including:
Legal business name and any trading name
Registered address and principal place of business
Company registration number or equivalent
Primary business contact name, email address, and telephone number
Nature of your business and the services you provide to End Users
Any commercial or onboarding information reasonably requested by Ensembl
5.2 Certain Services, including payouts, settlement processing, and regulated financial products, may require additional verification and onboarding checks before activation. Ensembl may request further information at any time, including:
Details of beneficial owners holding 25% or more of the business
Identity documentation for directors, owners, or authorised persons
Bank account details for your designated Payout Account
Compliance, underwriting, fraud prevention, or anti-money laundering information
5.3 Ensembl may provide provisional or limited access to the platform before verification is complete. During this period, certain functionality may be restricted, including payouts or finance-related features. Ensembl may suspend, restrict, or terminate provisional access at any time where verification requirements are not satisfied.
5.4 The name or descriptor that appears on your End Users’ bank statements will be determined during onboarding. It must accurately represent your business and be recognisable to your End Users. You must not use descriptors that are misleading or likely to cause confusion.
6. Identity Verification & Underwriting
6.1 Ensembl is required to conduct identity verification and risk assessment on all prospective clients as part of its obligations under the Money Laundering Regulations 2017 and its agreements with its payment partners. By registering, you consent to Ensembl carrying out such checks.
6.2 Ensembl may at any time during the term of this Agreement request further information or documentation from you to verify identity, beneficial ownership, financial standing, or compliance with applicable laws. This may include financial statements, bank statements, business licenses, or other records.
6.3 You authorise Ensembl to retrieve information about you and your business from third-party sources, including credit reference agencies and identity verification bureaus. You acknowledge that such checks may affect your ability to access or continue using the Services.
6.4 Failure to provide requested information within a reasonable time may result in suspension or termination of your account.
7. Your Authorised Appointed Representative
7.1 The person registering on behalf of your business (your "Authorised Appointed Representative") warrants that they have full authority to bind the business entity to this Agreement and to provide all information submitted during registration.
7.2 You and your Authorised Representative are jointly responsible for ensuring the accuracy and completeness of all information provided to Ensembl.
7.3 The Client is fully liable for all activities carried out under its account, including actions taken by employees, agents, sub-users, branch staff, and any other person who accesses the Platform using the Client's credentials or under the Client's account, regardless of whether those actions were authorised by the Client.
8. Keeping Account Information Current
8.1 You must keep all information associated with your account accurate and up to date at all times. Where functionality is available within the platform, you may update your business, contact, ownership, or payout information directly through your account settings. Certain changes may require review, verification, or approval by Ensembl before taking effect.
8.2 You must ensure that any changes to your business details, beneficial ownership, regulatory status, or Payout Account information are updated promptly and, where requested by Ensembl, supported by additional documentation or verification.
8.3 You must notify Ensembl immediately if any of the following occur:
You become subject to any voluntary or involuntary insolvency proceedings, including administration, liquidation, or receivership
There is a material adverse change in your financial condition that may affect your ability to meet your obligations under this Agreement
You transfer or sell 25% or more of your total assets
There is a change in the control or ownership of your business
Your business becomes subject to investigation or enforcement action by any regulator or law enforcement authority
You receive a judgment, writ, or levy against 25% or more of your total assets
You cease trading or intend to cease trading
Part 3: The Platform & License
9. What the Platform Does
9.1 The Ensembl Platform provides the following core capabilities:
Creation and management of Service Cases
Generation and delivery of secure Payment Links via SMS and email
Acceptance of payments in full, by instalment, or via Finance Products
Automated payment communications including reminders, confirmations, and failed payment notices
Real-time balance tracking and reconciliation
Settlement of Transaction proceeds to the Client's Payout Account
Introduction of End Users to Finance Products via Phoenix FC and Zopa
Multi-user and multi-branch account management where applicable
9.2 Ensembl may add, modify, or remove Platform features from time to time. Where a change materially reduces functionality, Ensembl will provide at least 30 days' written notice.
10. License Grant
10.1 Subject to this Agreement, Ensembl grants you a non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of managing your business's payment operations in connection with the services you provide to End Users.
10.2 This license does not include any right to sublicense, resell, or make the Platform available to any third party. You may not use the Platform to provide payment processing services to other businesses.
10.3 Ensembl may revoke this license at any time if you use the Platform in breach of this Agreement.
11. Permitted Uses
11.1 You may use the Platform to:
Create and manage Service Cases for legitimate commercial transactions with your End Users
Send Payment Links to End Users in connection with services you have provided or contracted to provide
Monitor payment progress and reconcile received funds
Introduce End Users to Finance Products in accordance with Part 9 of this Agreement
Manage multi-user access for your staff and branches within the permissions framework provided
12. Prohibited Uses
12.1 You must not use the Platform to:
Process payments for personal, family, or household purposes
Facilitate peer-to-peer money transfers
Process payments on behalf of any third-party business that is not part of your registered business entity
Conduct any transaction that is unlawful, fraudulent, deceptive, or in violation of applicable laws
Operate in or for the benefit of any Restricted Business listed in Schedule 2
Reverse engineer, decompile, copy, or create derivative works from any part of the Platform
Scrape, harvest, or systematically extract data from the Platform
Use the Platform in a way that damages, overloads, or impairs its availability for other clients
Introduce the Platform or Services to any third party without Ensembl's prior written consent
Use the Platform to process payments for services not yet agreed or contracted with the End User
13. Platform Availability & Scheduled Maintenance
13.1 Ensembl will use reasonable endeavours to maintain Platform availability. However, we do not guarantee 100% uptime and are not liable for unavailability caused by:
Scheduled maintenance (of which we will provide reasonable advance notice)
Events outside our reasonable control, including failures of third-party infrastructure
Your own systems, connectivity, or equipment
Force Majeure Events as defined in Part 19
13.2 Scheduled maintenance will where practicable be carried out outside normal business hours. Ensembl will provide at least 48 hours' advance notice of scheduled maintenance that is likely to cause material service disruption.
14. Payment Link Expiry & Transaction Limits
14.1 Payment Links generated by the Platform will expire after a period determined by Ensembl and notified to you via the Platform or Documentation. Ensembl is not liable for payments that fail due to an expired Payment Link.
14.2 Ensembl may impose per-transaction limits, daily limits, or monthly volume limits on your account. These limits may be set during onboarding or adjusted at any time based on risk assessment. Ensembl will notify you of applicable limits and any changes to them.
14.3 Ensembl reserves the right to decline any individual Transaction without being required to give a reason, including for fraud prevention purposes.
15. Multi-Branch & Multi-User Accounts
15.1 Where Ensembl provides multi-branch or multi-user access, the Client entity is fully liable for all activity conducted under any user account or branch within its Ensembl account, regardless of which individual user or branch initiated a Transaction or action.
15.2 You are responsible for managing user permissions within your account and for ensuring that access is promptly revoked for any individual who leaves your organisation or whose access should otherwise be restricted.
15.3 You must notify Ensembl immediately if you become aware of any unauthorised access to or use of your account or any user credentials associated with it.
16. API Access
16.1 Where Ensembl provides API access, you are responsible for securing all API keys and credentials associated with your account. You must not share API keys with unauthorised parties.
16.2 If you believe your API credentials have been compromised, you must notify Ensembl immediately and request new credentials.
16.3 Ensembl may revoke API access at any time if it suspects misuse or a security breach.
17. Support
17.1 Ensembl will provide support to assist you with general Platform usage and account queries. Support is provided via the channels notified to you during onboarding.
17.2 You are solely responsible for providing support to your own End Users in relation to your services, invoices, refunds, and any other matter relating to the services you provide. Ensembl is not responsible for providing support to your End Users.
Part 4: Payment Processing
18. How Payments Flow
18.1 When an End User makes a payment via a Payment Link, the funds are collected and held via Ensembl's payment partner, Lopay Ltd ("Lopay"), and its underlying payment and e-money provider, Stripe, in a pooled Clearing Account pending settlement. Ensembl records the corresponding credit to your Sub-Account within the Platform.
18.2 Your Sub-Account is an internal ledger record and not a bank account. It does not earn interest, is not protected by the Financial Services Compensation Scheme, and does not confer any proprietary right over funds held in the Clearing Account. You have no right to draw funds directly from the Clearing Account.
18.3 You may not transfer, pledge, charge, or use your Sub-Account balance as security for any obligation to any third party. Any purported assignment of Sub-Account funds is void.
18.4 Ensembl will settle Transaction proceeds to your designated Payout Account in accordance with Part 6 of this Agreement, subject to deduction of applicable fees, Chargebacks, and any other amounts owed by you to Ensembl.
19. Authorised Transactions Only
19.1 You may only use the Platform to process Transactions that have been genuinely authorised by the End User. You must not submit Transactions that are fraudulent, fictitious, duplicate, or not connected to a legitimate service provided to the End User.
19.2 You are responsible for obtaining appropriate authorisation from End Users before initiating any Transaction, including instalment payments and recurring charges.
19.3 Where you use MOTO (Mail Order / Telephone Order) or merchant-initiated Transactions, you must ensure those Transactions are eligible to be treated as such under applicable card network rules and that you hold an appropriate mandate from the End User. You must maintain records of that eligibility and provide them to Ensembl on request.
19.4 The Services are provided using Ensembl's payment partner Lopay Ltd ("Lopay") and Lopay's underlying payment and e-money provider, Stripe Payments UK Limited ("Stripe"). Your access to and use of the payment functionality of the Platform is therefore subject to, and conditional upon your compliance with, the applicable requirements of Lopay, Stripe, the relevant acquiring banks, payment method providers, and card schemes (including Visa, Mastercard, and American Express) (together, the "Payment Partner Requirements"), in each case to the extent they apply to your use of the Services.
19.5 You must comply with all Payment Partner Requirements applicable to you. Where Ensembl notifies you of a specific requirement imposed by Lopay, Stripe, an acquirer, or a card scheme, you must comply with it. The Payment Partner Requirements may change from time to time and you must comply with them as updated. Ensembl is not responsible for the content of, or changes to, the Payment Partner Requirements.
19.6 You acknowledge that Lopay, Stripe, an acquirer, or a card scheme may require Ensembl to suspend, restrict, impose a Reserve against, delay settlement to, or terminate your account, or to decline, reverse, or refund particular Transactions. Where Ensembl is subject to such a requirement in respect of your account or your Transactions, Ensembl may take corresponding action against you, and any such action will not constitute a breach of this Agreement by Ensembl. Ensembl will notify you of the general reason for the action where it is lawfully able to do so.
19.7 You authorise Ensembl to disclose information about you, your business, your beneficial owners, your End Users, and your Transactions to Lopay, Stripe, acquirers, payment method providers, and card schemes where required to provide the Services, complete onboarding or verification, manage risk, investigate or defend disputes and Chargebacks, or comply with the Payment Partner Requirements or applicable law.
19.8 You must not take any action, or use the Services in any way, that causes or is likely to cause Ensembl, Lopay, or Stripe to breach any Payment Partner Requirement. You are liable for, and the indemnity in clause 77 extends to, any fines, penalties, assessments, Reserves, or losses imposed on or incurred by Ensembl by Lopay, Stripe, an acquirer, or a card scheme as a result of your acts or omissions or your breach of this Agreement.
20. Instalment Payments & Failed Collections
20.1 Where an End User agrees to pay in instalments (outside of the Finance Products described in Part 9), the Client remains fully liable for the total agreed Service Case value regardless of whether all instalments are successfully collected.
20.2 Ensembl will notify you of failed payment attempts via the Platform's automated communications. You are responsible for following up with your End Users in respect of any outstanding balance.
20.3 Ensembl is not liable for any loss suffered by you as a result of a failed instalment payment, an expired Payment Link, or an End User's failure to complete payment.
21. Your Relationship With Your End Users
21.1 You are solely responsible for your relationship with your End Users, including the quality of services provided, any contractual obligations you have to them, refunds, complaints, and compliance with all applicable consumer protection laws.
21.2 Ensembl provides technology infrastructure only. Ensembl is not a party to any contract between you and your End Users and accepts no liability for the services you provide or fail to provide.
21.3 You must maintain a clear and accessible refund and cancellation policy and provide it to your End Users. You must not make representations to End Users about Ensembl's role that are inaccurate or misleading.
21.4 You must inform End Users that Ensembl (and its payment partner Lopay Ltd, together with Lopay's underlying payment provider Stripe) processes payments on your behalf, and that Ensembl's name or descriptor may appear on their bank statement.
22. Ensembl Is Not a Bank
22.1 Ensembl is not a bank, deposit-taking institution, or e-money institution. We do not offer savings accounts, lending, or any regulated banking service directly.
22.2 Funds held in the Clearing Account pending settlement are not insured deposits and are not subject to FSCS protection.
Part 5: Fees, Interchange & Surcharges
23. Standard Transaction Fees
23.1 Unless varied by a Commercial Agreement, the standard Transaction Fee is 1.2% of the Transaction value plus £0.20 per Transaction (exclusive of VAT).
23.2 Transaction Fees are deducted from the Transaction proceeds before settlement to your Payout Account.
23.3 All fees stated in this Agreement are exclusive of VAT. Where VAT is applicable, it will be added at the prevailing rate.
24. Interchange & Card Type Surcharges
24.1 Transaction Fees are based on a blended rate covering the majority of standard consumer debit and credit card transactions. However, certain card types attract higher interchange fees from card networks. These include but are not limited to:
Commercial or corporate credit cards
Internationally issued cards
Premium or rewards cards
Cards outside standard interchange categories
24.2 Where a Transaction is processed using a card type that attracts interchange fees above the blended rate, Ensembl reserves the right to pass through the additional cost to you. Any such surcharge will be visible in your Platform dashboard.
24.3 Card network rules prohibit you from surcharging your End Users for accepting payment cards. You must not pass Ensembl's processing fees directly to your End Users as a card surcharge.
25. Finance Product Commission
25.1 Where Ensembl introduces an End User to a Finance Product via Phoenix FC and Zopa, Ensembl earns a commission from Zopa. The subsidy rate applied to 0% finance products is set by Ensembl as part of its arrangement with Phoenix FC.
25.2 Ensembl's commission on Finance Products is separate from Transaction Fees and does not affect the amount settled to you in respect of Transactions paid via finance.
26. Fee Changes
26.1 Ensembl may vary the standard Transaction Fee or any other fee under this Agreement by giving you at least 30 days' written notice. Your continued use of the Services after the effective date of any fee change constitutes acceptance of the revised fees.
26.2 Fees set out in a Commercial Agreement may only be varied in accordance with the terms of that Commercial Agreement.
27. Commercial Agreement Override
27.1 Any variation to the standard fees or Payout Schedule must be set out in a written Commercial Agreement signed by both parties that explicitly references this Agreement. Verbal agreements or informal email exchanges do not constitute a valid variation.
28. Late Payment & Interest
28.1 Where any amount is owed by you to Ensembl and is not recovered via deduction from your Sub-Account or settlement withholding, Ensembl may issue a written demand for payment.
28.2 If you fail to pay any amount due within 7 days of a written demand, interest will accrue on the overdue amount at a rate of 8% per annum above the Bank of England base rate from time to time, calculated daily, from the due date until the date of payment.
28.3 Ensembl reserves the right to claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
28.4 You must pay all sums due to Ensembl without set-off, counterclaim, deduction, or withholding of any kind, save as required by law.
29. Minimum Payout Threshold
29.1 Ensembl will only initiate a settlement to your Payout Account during the active term of this Agreement once your Sub-Account balance reaches or exceeds £100 (the “Minimum Payout Threshold”). Balances below this threshold will be held until the threshold is met.
29.2 Upon termination of this Agreement, the Minimum Payout Threshold will no longer apply. Following completion of the post-termination Chargeback tail period set out in clause 82, any remaining positive balance will be settled to your Payout Account, subject to deductions for fees, Chargebacks, Reserves, or other amounts owed to Ensembl.
Part 6: Settlement & Payouts
30. Payout Account
30.1 You must designate a UK bank account as your Payout Account during onboarding. You warrant that you are authorised to receive funds into that account and that it is held in the name of your registered business.
30.2 You may update your Payout Account details through the platform where this functionality is made available. Ensembl may require additional verification, supporting documentation, or security checks before changes take effect or settlements are released to the updated account.
30.3 Ensembl may suspend or delay settlements where it reasonably suspects unauthorised activity, fraud, security risk, or incomplete verification relating to a Payout Account change.
30.4 Ensembl is not liable for settlements made to an incorrect Payout Account where incorrect details were provided or authorised through your account. You are solely responsible for any loss arising from inaccurate or unauthorised account information submitted using your credentials or access permissions.
31. Standard Payout Schedule
31.1 Unless varied by a Commercial Agreement, Ensembl will initiate settlement to your Payout Account 7 working days after the date a Transaction is processed (the "Standard Payout Schedule"), subject to the Minimum Payout Threshold being met and no withholding conditions applying.
31.2 Settlement timelines may be affected by your bank's processing times, public holidays, or actions of third-party payment partners. Ensembl is not liable for delays in settlement caused by factors outside its reasonable control.
32. Ensembl's Right to Withhold or Delay Settlement
32.1 Ensembl reserves the right to withhold, delay, or suspend settlement to your Payout Account in any of the following circumstances:
There are pending, anticipated, or elevated Chargebacks or disputes on your account
Ensembl suspects fraudulent, unlawful, or suspicious activity on your account
You are in breach of this Agreement
Ensembl is required to do so by law, court order, or regulatory instruction
Your account has been suspended or terminated
Ensembl determines that withholding is necessary to protect against financial risk or loss
32.2 Where Ensembl withholds settlement, it will notify you of the general reason and, where reasonably practicable, an estimated timeline for review or release. Any withholding will continue only for as long as Ensembl reasonably considers necessary to protect against financial, legal, regulatory, Chargeback, or fraud risk. Ensembl is not liable for any loss arising from a lawful withholding of settlement.
33. Reserves
33.1 Ensembl may, at its discretion, establish a Reserve against your Sub-Account where it determines that the risk of loss from Chargebacks, fraud, or other liabilities is elevated. Grounds for imposing a Reserve include:
An elevated or abnormally high Chargeback rate
Suspected or confirmed fraudulent activity
A material change in your business activity or financial position
A requirement imposed by Ensembl's payment partners or card networks
33.2 Where a Reserve is imposed, Ensembl will notify you of the amount, basis, and conditions for release. Ensembl holds Reserve funds as security against potential liabilities, and such funds shall be applied or released in accordance with this clause. No interest is payable on Reserve funds.
33.3 Ensembl may fund a Reserve by withholding a portion of settlement proceeds, deducting from your Sub-Account balance, or requesting a direct payment from you.
34. Dormant Accounts
34.1 If your Sub-Account holds a positive balance and you have not used the Platform or responded to Ensembl's communications for a period of 12 months or more, Ensembl may treat the account as dormant.
34.2 Ensembl will make reasonable efforts to contact you before treating funds as dormant. If you remain uncontactable, Ensembl may be required by law to transfer unclaimed funds to the relevant government authority.
Part 7: Disputes, Chargebacks, & Recovery
35. How Chargebacks Work
35.1 A Chargeback occurs when an End User's cardholder bank disputes a Transaction with the card network. When a Chargeback is upheld or initiated, the card network debits the disputed amount from Ensembl's main clearing account held through its payment partner, Lopay Ltd, and Lopay's underlying payment provider, Stripe. This debit occurs at the level of Ensembl's main account and is not drawn from Client sub-accounts directly.
35.2 If Ensembl's main clearing account has insufficient funds to cover a Chargeback, the account may enter a negative balance (overdraft position). Any subsequent Transaction receipts processed through the main account will be applied first to reduce that negative balance. Ensembl may also clear the negative balance via a manual deposit.
35.3 Common reasons for Chargebacks include:
The End User claims they did not authorise the Transaction
The End User claims the services were not provided as agreed
The Transaction was processed in error or was a duplicate
The End User's card was used fraudulently
36. Client's Liability for Chargebacks
36.1 You are fully and immediately liable to Ensembl for the full value of any Chargeback arising from a Transaction processed through your account, regardless of the reason for the Chargeback, whether or not the Chargeback is successfully challenged, and whether or not the funds have already been settled to your Payout Account.
36.2 This liability arises from the moment the Chargeback is raised and is not conditional on the outcome of any challenge or dispute process.
36.3 In addition to the disputed Transaction amount, you are liable to pay Ensembl the Chargeback Administration Fee of £30 (exclusive of VAT) for each Chargeback raised, regardless of outcome. The Chargeback Administration Fee may be invoiced separately.
36.4 You are solely responsible for maintaining sufficient records, documentation, and evidence to support the defence of any Chargeback. You must retain all relevant transaction records and evidence of service delivery for a minimum period of 18 months from the date of the original Transaction.
37. Chargeback Notification & Evidence Submission
37.1 Ensembl will notify you promptly upon becoming aware of a Chargeback affecting your account, including details of the disputed Transaction and any response deadline imposed by the card network.
37.2 Card network deadlines for submitting Chargeback evidence are fixed and typically short. You must provide all requested evidence and documentation to Ensembl within the timeframe specified in Ensembl's notification, which may be as short as 5-7 business days. Ensembl cannot guarantee the outcome of a challenge where evidence is provided late.
37.3 Ensembl will submit evidence on your behalf to the relevant card network or acquirer. Ensembl cannot guarantee a successful outcome. The final decision rests with the card network and is binding on all parties.
37.4 Where a Chargeback challenge is successful in full, Ensembl will credit the recovered amount to your Sub-Account, net of the Chargeback Administration Fee. Where a challenge is partially successful, only the recovered portion will be credited.
38. Recovery of Chargeback Costs
38.1 Ensembl may recover any Chargeback liability (including the disputed Transaction amount and the Chargeback Administration Fee) from you using the following mechanisms, applied in sequence or simultaneously at Ensembl's discretion:
Layer 1: Deduction from Sub-Account Balance
38.2 Ensembl is authorised to deduct the full amount of any Chargeback liability from your Sub-Account balance immediately upon the Chargeback being confirmed, using the Transfer API or equivalent mechanism. No further notice is required beyond the Chargeback notification issued under clause 37.1.
Layer 2: Offset Against Future Settlements
38.3 If your Sub-Account balance is insufficient to cover the full Chargeback liability, Ensembl may withhold and apply all or part of any future settlement amounts due to you against the outstanding balance until the debt is cleared in full.
Layer 3: Written Demand
38.4 If the Chargeback liability cannot be fully recovered via clauses 38.2 and 38.3, Ensembl will issue you with a written demand for the outstanding amount. Payment is due within 7 days of the demand. Interest will accrue on any overdue balance in accordance with clause 28.2.
Layer 4: Account Suspension
38.5 If you fail to pay the outstanding amount within 7 days of a written demand, Ensembl may suspend your account, withhold all further settlements, and refuse to process new Transactions until the debt is cleared.
Layer 5: Legal Action
38.6 Ensembl reserves the right to pursue any outstanding Chargeback debt through legal proceedings. You agree to indemnify Ensembl for all reasonable legal costs and expenses incurred in recovering amounts owed by you.
39. High Chargeback Rates
39.1 If your Chargeback rate exceeds 1% of your Transaction volume in any rolling 90-day period, Ensembl may, without prejudice to its other rights:
Impose a Reserve on your account
Extend your Payout Schedule
Impose transaction volume limits
Suspend your ability to process new Transactions
Terminate this Agreement on written notice
39.2 Card networks may independently impose consequences on Ensembl if a client maintains elevated Chargeback rates. In such circumstances, Ensembl may take immediate action to protect its position with card networks, including suspension of your account without prior notice.
40. Client Obligations to Prevent Disputes
40.1 You must take reasonable steps to minimise the risk of Chargebacks, including:
Ensuring End Users clearly authorise all Transactions before submission
Providing clear, accurate, and timely service to End Users
Responding promptly to End User complaints before they escalate to card disputes
Maintaining accurate and complete records of all Service Cases and Transactions
Not submitting Transactions for services not yet provided unless the End User has given explicit advance consent
41. Fraud by End Users
41.1 Ensembl does not insure you against fraud by your End Users. If an End User uses a stolen card, fraudulent identity, or other deceptive means to make a payment, you bear the resulting loss including any Chargeback that arises. Ensembl will assist you in gathering evidence but is not liable for the outcome.
Part 8: Refunds
42. Client Responsibility for Refunds
42.1 You are solely responsible for determining whether a refund is owed to an End User in connection with your services. Ensembl has no involvement in or liability for your refund policy or any decision to issue or refuse a refund.
42.2 You must maintain a clear refund and cancellation policy and make it available to End Users before they make a payment.
43. Credits, Adjustments, and Refund Responsibility
43.1 Ensembl does not process or facilitate refunds through the Platform.
43.2 Any refund, reimbursement, credit, or repayment owed to an End User remains solely the responsibility of the Client and must be handled outside the Platform using the Client’s own payment processes and controls.
43.3 The Platform may allow Clients to record credits, balance adjustments, or service case notes for internal operational and reconciliation purposes. Such records do not constitute the movement of funds by Ensembl.
43.4 Ensembl is not responsible for:
issuing refunds to End Users;
determining whether a refund is owed;
handling refund disputes between Clients and End Users; or
any losses arising from refunds processed outside the Platform.
43.5 Clients remain responsible for complying with all applicable consumer protection, payment, and refund obligations under applicable law.
Part 9: Regulated Finance (Spread The Cost)
44. Ensembl's Role as IAR
44.1 Ensembl Payments Ltd is an Introducer Appointed Representative of Phoenix Financial Consultants Ltd ("Phoenix FC"), FCA reference number 539195. Phoenix FC is authorised and regulated by the Financial Conduct Authority. Ensembl's IAR status permits Ensembl to introduce potential customers to regulated finance products arranged by Phoenix FC.
44.2 As an IAR, Ensembl's role is strictly limited to making introductions. Ensembl does not advise on, recommend, arrange, administer, or provide regulated credit. Ensembl does not assess the suitability of Finance Products for individual End Users.
44.3 All regulated credit activity, including compliance with FCA rules, customer assessments, credit agreements, and customer service for lending, is the responsibility of Phoenix FC and Zopa. Ensembl has no liability for the outcome of any Finance Product application or the terms of any credit agreement entered into by an End User.
45. Finance Product Details
45.1 The Finance Products available via the Platform include, subject to change:
Interest-bearing consumer credit with flexible term lengths
Subsidised 0% interest options where a subsidy is applied
Integrated application journeys embedded within the Payment Link
45.2 The availability, terms, and rates of Finance Products are determined by Phoenix FC and Zopa and may change at any time. Ensembl makes no warranty as to the continued availability of any Finance Product.
45.3 Ensembl earns a commission from Phoenix FC in connection with Finance Product introductions. The subsidy rate applied to 0% finance options is set by Ensembl as part of its commercial arrangement with Phoenix FC and is separate from your Transaction Fees.
46. Required Disclosures
46.1 FCA rules require that the following disclosures are made in connection with Ensembl's IAR status:
Ensembl Payments Ltd is an Introducer Appointed Representative of Phoenix Financial Consultants Ltd.
Phoenix Financial Consultants Ltd is authorised and regulated by the Financial Conduct Authority.
Ensembl is not authorised to give advice on regulated credit products. Any Finance Product application will be assessed and administered by Phoenix FC and Zopa Bank Limited.
Ensembl may receive commission for introducing End Users to Finance Products.
46.2 By using the Finance Product introduction functionality within the Platform, you confirm that you understand and accept Ensembl's role as described in this Part.
46.3 Before an End User submits an application for a Finance Product via the Platform, the Client must ensure the End User has been clearly informed that Ensembl Payments Ltd may receive commission from Phoenix FC and/or Zopa Bank Limited in connection with Finance Product introductions.
46.4 Ensembl may incorporate commission disclosure notices within the Finance Product application journey on the Platform. The Client must not remove, obscure, or contradict any such disclosure.
46.5 End Users may request further information about the existence or nature of commission by contacting Phoenix FC directly.
46.6 The Client must not create, publish, or distribute any financial promotion relating to Finance Products without prior written approval from Phoenix FC. Ensembl may make approved promotional materials available via the Platform or on request.
47. Client Obligations in Respect of Finance
47.1 When you offer Finance Products to your End Users via the Platform, you must:
Not make any representation about the Finance Products beyond what is stated in the Platform or in materials provided by Phoenix FC
Not advise End Users as to whether a Finance Product is suitable for their circumstances
Direct any End User queries about a Finance Product to Phoenix FC or Zopa
Not misrepresent Ensembl's role or your own role in the finance process
Comply with FCA Consumer Duty requirements in respect of how you present finance options to your End Users
47.2 If an End User exercises their statutory right to withdraw from a Finance Product (typically within 14 days of entering the credit agreement), the handling of that withdrawal will be managed by Phoenix FC and Zopa. Where any amount previously settled to the Client is subsequently reclaimed, reversed, withheld, or clawed back by Phoenix FC, Zopa, or any payment partner as a result of that withdrawal, the Client remains fully liable for that amount and Ensembl may recover it in accordance with this Agreement, including by deduction from settlements or Sub-Account balances.
48. No Guarantee of Finance Approval
48.1 Ensembl makes no guarantee that any End User will be approved for a Finance Product. Approval decisions are made solely by Phoenix FC and Zopa, and are outside Ensembl's control.
Part 10: Restricted Businesses & Acceptable Use
49. Restricted Businesses
49.1 You may not use the Services if you are or operate as a Restricted Business. The current list of Restricted Businesses is set out in Schedule 2. Ensembl may update Schedule 2 at any time and will notify you of material updates.
49.2 If Ensembl determines at any time that you are or have been operating as a Restricted Business, Ensembl may immediately suspend your account and terminate this Agreement without liability.
50. Sanctions Compliance
50.1 You must not use the Services in connection with any person, entity, or country subject to sanctions administered by the UK Government, the United Nations, the European Union, or the United States Office of Foreign Assets Control (OFAC).
50.2 Ensembl reserves the right to immediately suspend any account where the Client, any beneficial owner, or any End User is identified on a sanctions list or is determined to be a Politically Exposed Person presenting an unacceptable risk.
51. Anti-Money Laundering
51.1 You must comply with the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, and all other applicable anti-money laundering and counter-terrorist financing legislation.
51.2 You must notify Ensembl immediately if you become aware or have reasonable suspicion of any money laundering, fraud, or financial crime involving your account or any Transaction processed through the Platform.
51.3 Ensembl reserves the right to suspend or terminate your account and to report any suspected financial crime to the National Crime Agency or other relevant authorities, without prior notice to you where required by law.
52. Ensembl's Right to Refuse or Suspend Transactions
52.1 Ensembl may refuse, delay, or reverse any Transaction that it believes, in its sole discretion, may be fraudulent, unlawful, in breach of this Agreement, or contrary to the rules of any card network or payment partner.
52.2 Where Ensembl suspects or determines that your account has been used for unauthorised, fraudulent, or illegal purposes, Ensembl may share relevant information with the appropriate regulatory authorities, card networks, or law enforcement agencies.
Part 11: Client Responsibilities
53. Responsibility for End Users
53.1 You are solely responsible for:
The quality and delivery of services provided to your End Users
All contractual, legal, and regulatory obligations you owe to your End Users
Handling complaints from your End Users
Complying with all consumer protection laws applicable to your services
Ensuring that your End Users are treated fairly and with dignity, particularly given that many of Ensembl's clients operate in sectors serving vulnerable individuals
54. Consumer Duty
54.1 Where your business is subject to FCA Consumer Duty obligations, you must comply with those obligations in full in respect of how you use the Platform and how you present payment options, finance introductions, and other services to your End Users.
54.2 Ensembl is not responsible for your compliance with Consumer Duty. If Ensembl becomes aware that your use of the Platform may be causing foreseeable harm to End Users, Ensembl reserves the right to suspend your account pending investigation.
55. Accurate Transaction Data
55.1 You are responsible for ensuring that all Service Case data, Transaction amounts, and End User information submitted to the Platform are accurate and complete. Ensembl is not liable for errors arising from inaccurate data submitted by you.
56. Automated Communications
56.1 Where Ensembl sends automated SMS or email communications to your End Users on your behalf (including Payment Link delivery, payment reminders, and failed payment notices), you are the sender in law for the purposes of the Privacy and Electronic Communications Regulations 2003 (PECR).
56.2 You warrant that you have obtained all necessary consents, permissions, and lawful bases required to contact your End Users via SMS and email, and that all contact details provided to Ensembl are accurate and up to date.
56.3 If Ensembl receives any complaint, objection, unsubscribe request, or regulatory enquiry relating to communications sent on your behalf, Ensembl may redirect the matter to you for handling. You must respond promptly and in any event within 5 Business Days, and provide Ensembl with reasonable cooperation and information in connection with the matter.
56.4 Ensembl acts as a technical conduit only in respect of automated communications and is not liable for any PECR non-compliance arising from your failure to obtain appropriate consents, permissions, or lawful bases for communication.
57. Staff, Agents & Subcontractors
57.1 You are responsible for the acts and omissions of all employees, agents, contractors, and representatives who access or use the Platform on your behalf, to the same extent as if those acts or omissions were your own.
57.2 You must ensure that all persons with access to your Ensembl account are aware of and comply with the obligations set out in this Agreement.
58. Insurance
58.1 You must maintain adequate insurance to cover claims arising from your business activities, including professional indemnity insurance appropriate to the nature of your services.
59. Record Retention
59.1 You must retain all records relating to Transactions, Service Cases, and End User communications for a minimum of 18 months from the date of the relevant Transaction. This is the minimum period required to support Chargeback evidence submission within card network rules.
59.2 You must provide copies of relevant records to Ensembl promptly on request, including for the purposes of Chargeback defence, regulatory audit, or compliance review.
Part 12: Data, Privacy & Security
60. Data Roles
60.1 For the purposes of Data Protection Laws, in respect of End User personal data processed by Ensembl in the course of providing the Services:
You are the data controller in respect of your End Users' personal data
Ensembl is the data processor, processing that personal data on your behalf in accordance with your instructions and this Agreement
60.2 In respect of personal data that Ensembl processes for its own purposes (such as fraud prevention, risk management, regulatory compliance, and its own business operations), Ensembl is the data controller.
60.3 Both parties must comply with all applicable Data Protection Laws in respect of personal data processed in connection with this Agreement.
61. Ensembl's Data Processing Obligations
61.1 As a data processor, Ensembl will:
Only process personal data on your documented instructions
Ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations
Implement appropriate technical and organisational security measures
Notify you without undue delay, and in any event within 72 hours, upon becoming aware of a personal data breach affecting your End Users' data
Provide reasonable assistance to you in meeting your obligations under Data Protection Laws
Delete or return personal data on termination of this Agreement as agreed
61.2 Ensembl may share your data and End User data with its payment partners (including Lopay Ltd and its underlying payment provider, Stripe), card networks, and acquirers where necessary to provide the Services, process Transactions, manage risk, and comply with applicable laws and network rules. You consent to such sharing by entering into this Agreement.
62. Your Data Protection Obligations
62.1 You warrant that you have a valid lawful basis under Data Protection Laws for sharing End User personal data with Ensembl in connection with this Agreement.
62.2 You must comply with all Data Protection Laws in respect of personal data you collect from your End Users, including providing appropriate privacy notices and obtaining necessary consents.
62.3 You must not use personal data accessed via the Platform for any purpose other than managing your legitimate business operations in connection with the Services.
62.4 Neither party may use personal data to market to End Users without their express consent.
63. Payment Securities
63.1 You must not store cardholder data (including card numbers, CVV2 codes, or expiry dates) on your own systems. Payment data is processed and stored within PCI-DSS compliant payment infrastructure provided through Ensembl's payment partner, Lopay Ltd, and its underlying payment provider Stripe, which is certified as a PCI DSS Level 1 service provider.
64. Security
64.1 You are responsible for the security of all data on your own systems, devices, and networks. You must implement appropriate technical and organisational security measures to protect access to your Ensembl account and the data you hold about End Users.
64.2 Ensembl maintains commercially reasonable security measures to protect the Platform and the data held within it. However, no system is impenetrable and Ensembl does not guarantee that unauthorised access will never occur.
64.3 Ensembl reserves the right to audit your security controls if it has reason to believe that a security breach has occurred that affects your Ensembl account or End User data.
Part 13: Intellectual Property
65. Ensembl's Intellectual Property
65.1 Ensembl and its licensors own all Intellectual Property Rights in the Platform, including all software, source code, design, content, data structures, and documentation. Nothing in this Agreement transfers any Intellectual Property Rights to you.
65.2 The license granted to you in clause 10.1 is the full extent of your rights in respect of the Platform. All other rights are expressly reserved by Ensembl.
66. Your Data
66.1 You retain ownership of all business data and End User data that you upload or input into the Platform. You grant Ensembl a non-exclusive license to use that data for the purposes of providing the Services and meeting its legal and regulatory obligations.
66.2 Ensembl may use aggregated, anonymised data derived from Platform usage for the purposes of improving the Services, statistical analysis, and product development, provided that such data does not identify you or your End Users.
67. Prohibited IP Uses
67.1 You must not:
Copy, reproduce, or create derivative works from any part of the Platform
Attempt to reverse engineer, decompile, or disassemble any Platform software
Register or claim ownership of any Ensembl trade mark, brand name, or domain name
Use Ensembl's name, logo, or branding in any way without prior written consent
Conduct or permit data mining, scraping, or automated extraction of data from the Platform
Use the Platform to train, fine-tune, or validate any artificial intelligence model
68. Feedback
68.1 If you provide Ensembl with suggestions, feedback, or ideas relating to the Platform or Services, Ensembl may use that feedback without restriction or compensation to you. Feedback will not be treated as confidential unless agreed otherwise in writing.
69. Publicity
69.1 Ensembl may, with your prior written consent (not to be unreasonably withheld), reference you as a client in its marketing or promotional materials.
Part 14: Confidentiality
70. Mutual Confidentiality
70.1 Each party undertakes to keep confidential all information received from the other party that is designated as confidential or that should reasonably be understood to be confidential, including but not limited to commercial terms, pricing, business strategies, technical systems, and client data.
70.2 Each party may disclose confidential information to its employees, officers, advisers, and subcontractors who need to know it for the purposes of this Agreement, provided those persons are subject to equivalent confidentiality obligations.
70.3 Either party may disclose confidential information as required by law, court order, or regulatory authority, provided that (where lawfully permitted) the disclosing party gives the other party prompt prior written notice.
71. Duration
71.1 Confidentiality obligations under this Part shall continue for a period of 5 years following the termination or expiry of this Agreement, save that obligations relating to trade secrets, proprietary technology, or information protected by law shall continue for so long as such information remains confidential.
Part 15: Representations and Warranties
72. Mutual Warranties
72.1 Each party represents and warrants to the other that:
It is duly incorporated or constituted and has full authority to enter into this Agreement
The person signing or accepting this Agreement on its behalf has full authority to bind it
Its entry into and performance of this Agreement does not breach any other agreement or obligation
73. Client Warranties
73.1 You additionally represent and warrant that:
All information provided to Ensembl during registration and throughout the term of this Agreement is and will remain accurate and complete
All Transactions submitted via the Platform are genuine, authorised, and connected to legitimate services provided by you
You will comply with all laws and regulations applicable to your business and your use of the Services
You will fulfil all contractual obligations owed to your End Users
You are not a Restricted Business and will not use the Services for any Restricted Business activity
You have obtained all necessary licenses, consents, and authorisations required to operate your business and use the Services
You will not use the Services for any fraudulent, unlawful, or improper purpose
Part 16: Liability
74. Exclusion of Indirect Loss
74.1 Neither party shall be liable to the other for any indirect, special, consequential, or punitive loss or damage arising out of or in connection with this Agreement, including:
Loss of profit or anticipated profit
Loss of revenue or turnover
Loss of business or contracts
Loss of goodwill or reputation
Loss of data or corruption of data
Loss of opportunity
75. Cap on Ensembl's Liability
75.1 Subject to clause 76, Ensembl's total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Transaction Fees paid by you to Ensembl in the 3 months immediately preceding the event giving rise to the claim.
76. Liability That Cannot Be Limited
76.1 Nothing in this Agreement limits or excludes either party's liability for:
Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Any liability that cannot lawfully be excluded or limited under applicable law
77. Client Indemnity
77.1 You agree to indemnify, defend, and hold harmless Ensembl, its directors, employees, agents, and subcontractors from and against any claims, losses, damages, costs (including reasonable legal costs), and liabilities arising from or in connection with:
Your breach of this Agreement
Any Transaction processed through your account, including Chargebacks, disputes, fines, and penalties imposed by card networks
Your relationship with your End Users and the services you provide to them
The acts or omissions of your employees, agents, or subcontractors
Your failure to comply with applicable laws
Any inaccurate or misleading information provided by you to Ensembl or to your End Users
78. No Insurance
78.1 Ensembl does not insure you against fraud, non-payment by End Users, or any other commercial risk associated with your business. Your use of the Services does not transfer any such risk to Ensembl.
Part 17: Suspension & Termination
79. Termination by Notice
79.1 Either party may terminate this Agreement by giving the other party at least 30 days' written notice.
80. Immediate Termination
80.1 Ensembl may terminate this Agreement with immediate effect by written notice to you if:
You commit a material breach of any provision of this Agreement and (where the breach is capable of remedy) fail to remedy it within 7 days of written notice to do so
You are subject to insolvency proceedings, including administration, liquidation, receivership, or any equivalent proceedings
You cease or threaten to cease trading
Ensembl has reasonable grounds to suspect fraudulent or unlawful activity on your account
You are found to be a Restricted Business
Ensembl is required to terminate by law, regulation, or a requirement of its payment partners or card networks
There is a change of control of your business that Ensembl determines, in its reasonable opinion, presents an unacceptable risk
80.2 You may terminate this Agreement with immediate effect by written notice to Ensembl if Ensembl commits a material breach of this Agreement and fails to remedy it within 14 days of written notice.
81. Effects of Termination
81.1 On termination or expiry of this Agreement:
All licenses granted to you under this Agreement will immediately cease
You must immediately stop using the Platform and remove any Ensembl branding from your communications
You must pay all outstanding fees, Chargeback liabilities, and other amounts owed to Ensembl immediately
Ensembl will process any pending Transactions in the normal course
81.2 Following termination, Ensembl will provide you with a transaction history export in a standard format within 30 days of a written request. Ensembl may charge a reasonable fee for data export services.
81.3 Ensembl will retain your data for as long as required by applicable law and its own data retention policies, following which it will securely delete or anonymise your data.
82. Post-Termination Chargeback Liability
82.1 Chargebacks may be raised by card networks for up to 120 days following a Transaction date, which may extend beyond the termination date of this Agreement. Your liability for Chargebacks arising from Transactions processed during the term of this Agreement survives termination for a period of 120 days from the date of the last Transaction processed on your account.
82.2 Ensembl may withhold a portion of your final settlement as a buffer against Chargebacks that may arrive during the post-termination period. Any withheld amount not applied to Chargebacks within the 120-day period will be released to your Payout Account.
83. Survival
83.1 The following provisions survive termination or expiry of this Agreement: clauses 3 (Definitions), 36 (Client's Liability for Chargebacks), 38 (Recovery of Chargeback Costs), 65 (Ensembl's Intellectual Property), 66 (Your Data), 70 (Mutual Confidentiality), 74-78 (Liability), 81-82 (Effects of Termination and Post-Termination Chargeback Liability), and 84-93 (General Legal Provisions).
Part 18: Amendments
84. Ensembl's Right to Amend
84.1 Ensembl may amend these Terms at any time by giving you at least 30 days' written notice of the changes. Notice may be given via email, via the Platform dashboard, or via any other reasonable means.
84.2 Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the revised Terms.
84.3 If you do not accept an amendment, you may terminate this Agreement by written notice before the effective date of the amendment, in which case no termination fee or early exit penalty applies.
84.4 Ensembl may make immediate amendments without notice where required by law, regulation, or a requirement of its payment partners or card networks.
Part 19: Force Majeure
85. Definition
85.1 A Force Majeure Event means any event beyond a party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, changes in law, failures of third-party infrastructure or utilities, cyberattacks, or failures of the internet or telecommunications networks.
86. Effect on Obligations
86.1 Neither party will be in breach of this Agreement or liable for delay or failure to perform its obligations to the extent that such delay or failure is caused by a Force Majeure Event, provided the affected party complies with clause 87.
87. Notification & Mitigation
87.1 The party affected by a Force Majeure Event must:
Notify the other party in writing as soon as reasonably practicable, and in any event within 7 days of the start of the Force Majeure Event
Describe the Force Majeure Event, its likely duration, and its impact on performance
Use all reasonable endeavours to mitigate the effects of the Force Majeure Event
87.2 If a Force Majeure Event prevents or materially delays performance for more than 30 consecutive days, either party may terminate this Agreement by giving 14 days' written notice, without liability to the other party save for amounts already accrued.
Part 20: General Legal Provisions
88. Entire Agreement
88.1 This Agreement, together with any Commercial Agreement, Schedules, and documents incorporated by reference, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings, whether written or oral.
88.2 Neither party has relied on any representation, warranty, or undertaking that is not expressly set out in this Agreement.
89. Severance
89.1 If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision will be severed from the Agreement, and the remaining provisions will continue in full force and effect.
90. No Waiver
90.1 Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.
91. No Partnership or Agency
91.1 Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties. Each party is an independent contractor. Neither party has authority to bind the other to any obligation or contract.
92. Assignment
92.1 You may not assign, transfer, or subcontract any of your rights or obligations under this Agreement without Ensembl's prior written consent.
92.2 Ensembl may assign this Agreement or any of its rights or obligations under it to any successor entity, affiliate, or purchaser of its business, without your consent. Ensembl will provide reasonable written notice of any such assignment.
93. Notices
93.1 Any formal notice required under this Agreement must be in writing and delivered by:
Pre-paid first-class post or recorded delivery to the recipient's registered address
Email to the email address registered on the account, where the sender receives confirmation of delivery
93.2 Notices sent by post are deemed received on the second Business Day after posting. Notices sent by email are deemed received at the time of transmission, provided no delivery failure notification is received, and provided transmission occurs within normal business hours; otherwise they are deemed received at the start of the next Business Day.
93.3 Legal proceedings may not be served by email.
93.4 Ensembl's address for formal notices is: Ensembl Payments Ltd, 277 Ladybank Road, Mickleover, Derby, England, DE3 0RS.
94. Third-Party Rights
94.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any person other than the parties to it, except that Phoenix FC, Lopay Ltd, and Stripe Payments UK Limited may rely on provisions of this Agreement that expressly reference them.
95. Electronic Acceptance
95.1 By registering for an account, ticking an acceptance box, or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement. No wet ink signature is required for this Agreement to be legally binding.
96. Governing Language
96.1 This Agreement is written in English. The English language version prevails in the event of any conflict with a translation.
97. Governing Law & Jurisdiction
97.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
97.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
98. Dispute Resolution
98.1 Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through the following escalation process:
Either party notifies the other in writing of the dispute with full particulars
Senior representatives of both parties attempt to resolve the dispute in good faith within 20 Business Days of notification
If unresolved, the parties may agree to refer the dispute to mediation before a mediator nominated by the Centre for Effective Dispute Resolution (CEDR)
98.2 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court where necessary to protect its position.
Schedule 1: Standard Fee Schedule
The following fees apply unless varied by a signed Commercial Agreement between Ensembl and the Client that explicitly references and overrides these standard terms.
Transaction Fee
1.2% of the Transaction value + £0.20 per Transaction (exclusive of VAT).
Payout Schedule
7 working days from the date a Transaction is processed, subject to the Minimum Payout Threshold and no withholding conditions applying.
Minimum Payout Threshold
£100. Balances below this threshold will be held until the threshold is met.
Chargeback Administration Fee
£30 per Chargeback raised (exclusive of VAT), regardless of outcome.
Interchange & Surcharges
The standard Transaction Fee is based on a blended rate. Additional surcharges may apply for commercial cards, internationally issued cards, and premium card types. Any applicable surcharge will be visible in the Platform dashboard.
Late Payment Interest
8% per annum above the Bank of England base rate, calculated daily from the due date.
Commercial Agreement Override
Where a signed Commercial Agreement is in place, the fees and payout schedule set out in that agreement take precedence over the standard terms above in respect of the specific provisions it addresses. All other provisions of this Agreement continue to apply.
Schedule 2: Restricted Business List
Ensembl does not permit use of the Services by businesses operating in or connected with the following categories. This list is not exhaustive and may be updated by Ensembl at any time with reasonable notice.
Businesses subject to UK, EU, UN, or US government sanctions
Money service businesses, currency exchange, or cryptocurrency businesses
Gambling, betting, gaming, lotteries, or prize competitions
Adult content or services
Weapons, firearms, or ammunition
Tobacco, vaping, or controlled substances
Pyramid schemes, multi-level marketing, or get-rich-quick schemes
Businesses involved in or facilitating illegal activity of any kind
Businesses presenting an unacceptable fraud or financial crime risk as determined by Ensembl
Any business type not approved by Ensembl during onboarding
Schedule 3: Data Processing Information
1. Categories of Data Subjects
End Users (customers of the Client) whose personal data is processed in connection with payment transactions and service case management.
2. Types of Personal Data Processed
Name and contact details (email address, telephone number)
Payment information (processed and stored by Lopay Ltd's underlying payment provider Stripe, and the relevant card networks)
Transaction history and amounts
Communication records (SMS and email delivery records)
Device and access data for Platform usage
3. Purposes of Processing
Processing and settling payment transactions
Sending automated payment communications on behalf of the Client
Fraud detection and risk management
Regulatory compliance and financial crime prevention
Dispute and Chargeback management
Provision and improvement of the Services
4. Security Measures
Ensembl maintains reasonable technical and organisational measures designed to protect personal data and platform security, including:
Encryption of data in transit and at rest
Access controls and role-based permissions
Regular security assessments and testing
Staff training on data protection and security
Incident response and security management procedures
Use of PCI-DSS compliant third-party payment infrastructure provided through Lopay Ltd and its underlying payment provider Stripe for payment processing activities
5. Sub-Processors
5.1 Ensembl may engage third-party sub-processors to support the delivery of the Services, including providers relating to payment processing, cloud infrastructure, analytics, customer communications, finance processing, identity verification, and technical operations.
5.2 As at the date of this Agreement, material sub-processors include:
Lopay Ltd (payment platform and merchant services)
Stripe Payments UK Limited (underlying payment processing, settlement and e-money services; FCA-authorised electronic money institution, FRN 900461)
Phoenix Financial Consultants Ltd (regulated finance introductions)
Zopa Bank Limited (lending services)
Amazon Web Services, Inc. (cloud hosting and infrastructure services)
PostHog Inc. (product analytics and platform usage analytics)
5.3 Ensembl may add, replace, or remove sub-processors from time to time. An up-to-date list of material sub-processors will be made available on request or via the Platform.
5.4 Where required under applicable data protection law, Ensembl will provide reasonable notice of any material change to sub-processors. If you reasonably object on data protection grounds, you may terminate the affected Services by written notice before the change takes effect.
Ensembl Payments Ltd | Company Number 16987053
277 Ladybank Road, Mickleover, Derby, England, DE3 0RS
Version 1.0 | May 2026 | Confidential