Terms of Service

1. About these terms

These Terms of Service (“Terms”) form a legally binding agreement between the business you represent (“you”, “your”) and [Company legal name] Ltd, trading as Tuppence (“Tuppence”, “we”, “us”, “our”). We are a company registered in [England and Wales] under company number [company number], with our registered office at [registered office address].

By creating an account, clicking to accept these Terms or using our services, you confirm that you have authority to bind your business to them. If you do not have that authority, or do not agree, you must not use the services.

Tuppence is for businesses — companies and sole traders. You confirm that you are not acting as a consumer and that you will use the services only for the purposes of your trade, business or profession.

2. Definitions

Account

Your Tuppence account, including all users you invite, your API keys and any agents you register.

Agent

Software, including AI software, that you connect to Tuppence — through the API, SDKs, our MCP server or agent tool packs — to act on your behalf.

Agent mandate

The limits and permissions you set for an agent identity, such as what it may spend or charge, and which actions need a person to approve them.

Connected account

The Stripe connected account that Tuppence creates for your business so you can accept card payments and receive payouts.

Payer

Your customer, who pays you through a Tuppence checkout page, payment link, subscription or the Payments API.

Services

The Tuppence website, dashboard, iPhone app, API, SDKs, MCP server, agent tools and the features described in section 6.

Stripe

Stripe Payments UK Ltd and its affiliates [confirm contracting Stripe entity], which provide card payment processing and card issuing.

Tuppence card

A virtual or physical business card issued through Stripe Issuing by [issuing partner], described in section 11.

User

Any individual you authorise to access your account, such as an employee or contractor.

3. Your account

3.1 Eligibility

To open an account you must be a business based in [supported jurisdictions], and each user must be at least 18 years old. We may ask for information to verify your business, its owners and the people who control it, before and during our relationship.

3.2 Keeping your account secure

• You are responsible for all activity carried out through your account — by your users, your API keys and your agents.
• Each user must keep their password, two-factor authentication and devices secure, and must not share them.
• You must tell us without undue delay at [security contact email] if you suspect unauthorised access or that a password or API key has been exposed.
• You must keep the information you give us accurate and up to date, including details of your directors and beneficial owners.

4. Early access, test mode and going live

Tuppence is in early access. Anyone who signs up can use test mode, which uses test data and never moves real money. Live payments are opening to businesses on our waitlist in stages, and we decide when to offer live access.

Before you can take live payments or receive payouts, you must complete identity verification. We collect your business and personal details through our own forms, and identity documents and a selfie through Stripe Identity. That information is passed to Stripe for its checks; we do not store your identity documents or selfie. Stripe or we may ask for more information at any time, and may decline or pause live access if verification is not completed.

Because the services are in early access, features may change, and some — including the iPhone app, which is in beta — may be less stable than we would like. We will tell you about material changes as described in section 18.

5. Stripe and your connected account

Tuppence is built on Stripe Connect. When you onboard, we create a Stripe connected account for your business. Card payment processing is provided by Stripe, not by Tuppence.

Payment processing services for businesses on Tuppence are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a business on Tuppence, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of Tuppence enabling payment processing services through Stripe, you agree to provide Tuppence with accurate and complete information about you and your business, and you authorise Tuppence to share it and transaction information related to your use of the payment processing services provided by Stripe. [Confirm wording with counsel.]

If there is a conflict between these Terms and the Stripe Services Agreement about the payment processing itself, the Stripe Services Agreement applies. [Tuppence’s own regulatory status, for example as an agent or distributor, to be confirmed.]

6. Our services

Depending on what is enabled for your account, the services include:

• Checkout and the Payments API — hosted checkout and pay pages, one-off payments, saved cards (with the payer’s permission), off-session charges, manual capture and 3-D Secure. See Checkout.
• Payment links — shareable links and QR codes. See Payment links.
• Subscriptions — plans, trials, proration, and automatic retries with reminder emails to payers when a payment fails. See Subscriptions.
• Metered usage and prepaid credit — meters and meter events, top-ups and auto top-up, credit tokens for agents and HTTP 402 middleware. See Metered AI.
• Refunds, disputes and payouts, as described in sections 8 and 9.
• Developer and agent tools — the REST API, Node and Python SDKs, webhooks, our MCP server, agent tool packs, agent identities and agent mandates.
• The dashboard and iPhone app (beta).
• Tuppence cards, described in section 11.

We will provide the services with reasonable skill and care. We aim to keep them available at all times but do not guarantee uninterrupted access, and we may carry out maintenance. We may change, add or remove features; if we remove a feature that is material to your use of the services, we will give you reasonable notice.

7. Fees

Our fees are set out in full on our rate card, which forms part of these Terms and shows the date it was last updated. The UK and US pricing pages summarise it.

7.1 Your territory

Your rates are set by the country in which your business is registered (your territory), not by where your customers are. You must not present your business as registered anywhere other than where it is, to obtain a lower rate or for any other reason. We do not currently accept businesses registered in territories that do not appear on the rate card.

7.2 How fees are calculated

• Percentage fees apply to the gross amount of each transaction. A fixed fee, where your territory has one, applies to each successful transaction.
• Failed and declined transactions are not charged.
• Fees are the same whether a payment is taken through the API, an SDK, a payment link or a subscription. There is no monthly fee, set-up fee or minimum.
• Fees are deducted from each payment before the balance is paid out to you.

7.3 Surcharges stack

In territories where the rate card shows surcharges (for example, for American Express, commercial cards and cards issued outside your territory), a card that attracts more than one surcharge pays all of them. For example, in the United Kingdom a commercial card issued outside the UK pays the 0.79% base rate, plus the 2% commercial surcharge, plus the 2% foreign-card surcharge: 4.79% in total.

7.4 Card type is decided at authorisation

A card’s type (for example consumer, commercial or American Express) and its country of issue are determined from the card network’s own data at the time of authorisation. That determination is final for the purpose of calculating fees.

7.5 Refunds

When you refund a payment, the refunded amount goes back to your customer in full. The processing fee on the original transaction is retained by us and is not returned to you.

7.6 Disputes

A dispute fee is charged per dispute, only where the dispute is resolved against you, at the amount shown for your territory on the rate card (in the United Kingdom, £15; in the United States, $15).

7.7 Tax

All fees are exclusive of VAT and any local sales tax, which will be added where applicable.

7.8 Changes to fees

Card network and interchange costs are set by third parties and change from time to time. We may change our fees by giving you at least 30 days’ notice. Where a change is required by a card network or a regulator, it may take effect immediately, and we will tell you as soon as we reasonably can. Changes apply to transactions made after they take effect. [Confirm wording with counsel.]

8. Payouts, holds and reserves

Settlement. Funds from a transaction become available to pay out a number of days after the transaction settles:

• for the seven days after your first payment, seven days (T+7);
• after that, three days (T+3);
• if you ask and we agree, one day (T+1). You may request T+1 once your first seven days have passed. We decide each request at our discretion and may withdraw T+1 at any time, for example if your risk profile changes.

Standard payouts of your available balance to the bank account you connect are free, and there is no limit on how many you take. The minimum balance for a payout is £1 (or 1 unit of your account’s currency).

Instant payouts, where available in your territory (see the rate card), let you pay out your pending balance before it becomes available. They are optional on any payout, cost 0.99% of the amount paid out, and are not available during the seven days after your first payment. You remain liable for any refund, chargeback or reversal of a transaction whose funds you received by instant payout.

To manage risk — for example, a high rate of refunds or disputes, a sudden change in activity, or information we need from you — we or Stripe may hold payouts, delay settlement or keep a rolling reserve for a period. Where we can, we will tell you why and what you can do to have it released.

9. Refunds, disputes and negative balances

You are responsible for refunds you issue, for disputes (chargebacks) raised by payers, and for our fees. These amounts are normally taken from your Tuppence balance.

Negative balance. You remain liable for refunds, chargebacks and fees that exceed your balance. We may recover any such amount from your future settlements, or by direct debit from the bank account connected to your account.

Debit authorisation. You authorise Tuppence, and Stripe acting on our behalf, to debit your Tuppence balance and, where your balance is not enough, the bank account connected to your account, for refunds, disputes, fees and any negative balance. [Confirm wording with counsel, including any direct debit or mandate requirements for debiting the connected bank account.]

We may also set off amounts you owe us against amounts we would otherwise pay out to you, including cashback.

When a payer disputes a payment, we will tell you and help you submit evidence. The card network or issuer decides the outcome, not us.

10. AI agents and API keys

Agents propose, people decide. You stay in control of what your agents can do, and you are responsible for it.

10.1 You are responsible for your agents and keys

Everything done with your API keys, agent identities and agent tools is treated as done by you. You are responsible for what your agents do, including their mistakes, whether or not you reviewed each action.

10.2 Keys and mandates

• Give each agent or integration a restricted key with only the permissions it needs, and keep secret keys and private keys secret. Never put them in client-side code or public repositories.
• Set agent mandates, spend limits and approvals that are appropriate for your business, and review them regularly.
• We recommend that a person approves any live action that moves money, such as a charge, refund, payout or card spend.
• If a key is exposed, revoke it straight away and tell us.

10.3 Agents must never handle card numbers

Your agents must never ask for, collect, see or store card numbers, CVCs or PINs. Payers must enter card details only on Stripe or Tuppence hosted pages or fields. Breaking this rule is a serious breach of these Terms.

10.4 No professional advice

Nothing produced by Tuppence or our agent tools is legal, tax, accounting or investment advice.

11. Tuppence cards and cashback

11.1 Cards

Tuppence cards are virtual (and, where available, physical) business cards issued through Stripe Issuing by [issuing partner], [regulatory status of issuing partner]. They are governed by [the cardholder terms of the issuing partner], which you must accept separately and which take priority over these Terms for anything relating to the card itself.

Tuppence cards are for business spending only — by companies and sole traders. They must not be used for personal or household spending. You can set spend policies, limits and human approvals for each card, including cards used by agents.

11.2 Availability and card fees

Tuppence cards are available to businesses registered in the United Kingdom and the United States only. Physical cards are free to order. Purchases in a currency other than the card’s carry the card network’s own currency conversion charge, which we pass through to you.

11.3 Cashback

• We pay cashback on purchases made with your Tuppence card, at the rate for your territory shown on the rate card (at the date of these Terms, 0.89% in the United Kingdom and 1% in the United States). Cashback is funded from your own balance with us.
• Cashback is calculated on settled purchases and credited to your Tuppence balance monthly, in arrears.
• Refunded, reversed and disputed purchases do not earn cashback. If cashback has already been credited on a purchase that is later refunded, reversed or disputed, we will reclaim it.
• Cash withdrawals, transfers and account funding do not earn cashback.
• We may withhold or reclaim cashback where we reasonably believe it has been earned through self-dealing or other abuse — for example, paying your own Tuppence account with your own Tuppence card.
• We may vary or withdraw the cashback rate, or end the cashback programme, on notice to you. [Confirm the notice period with counsel.]

More detail is on our rate card.

12. Your responsibilities

You must use the services lawfully and in line with our Acceptable Use Policy. In particular, you must:

• describe what you sell clearly, honour your own refund and cancellation terms, and deliver what payers pay for;
• get payers’ permission before saving their card or charging it later (for example, for subscriptions or off-session charges), and tell them clearly how and when they will be charged;
• have a lawful basis for any personal data you send us about your payers and users, and give them any privacy information the law requires;
• keep your integration secure, including your webhook endpoints;
• co-operate with reasonable requests for information that we or Stripe need to meet legal and regulatory obligations.

13. Data protection

We handle personal data in line with UK data protection law. Our Privacy Notice explains how we use personal data where we act as a controller. Where we process personal data about your payers on your behalf, we act as your processor and our [data processing addendum] applies and forms part of these Terms. [Confirm controller/processor split with counsel.]

14. Intellectual property

We and our licensors own all rights in the services, documentation and brand. We grant you a non-exclusive, non-transferable right to use the services, SDKs and agent tools for your business purposes while your account is open. [Confirm licence terms for open-source SDKs and tool packs.]

You keep all rights in your data. You grant us a licence to host, process and use it as needed to provide, secure and support the services. If you send us feedback, we may use it without restriction or payment.

15. Confidentiality

Each of us will keep the other’s confidential information secret and use it only to perform or receive the services. This does not apply to information that is already public, independently developed or lawfully received from someone else, or that must be disclosed by law or a regulator.

16. Suspension and termination

16.1 By you

You can close your account at any time from your settings or by contacting us. You remain responsible for refunds, disputes, fees and negative balances relating to payments made before closure.

16.2 By us

We may end these Terms by giving you [two months’] notice. We, or Stripe, may suspend live payments, payouts or cards, or close your account immediately, if we reasonably believe that:

• you have materially breached these Terms, the Stripe Services Agreement or our Acceptable Use Policy;
• your account, keys or agents are being used for fraud, money laundering or another crime;
• we are required to do so by law, a regulator, a card network or Stripe; or
• continuing would expose us, Stripe, payers or other customers to significant risk.

Where we are allowed to, we will tell you why and give you a chance to resolve the issue.

16.3 What happens next

When your account closes, we will pay out your remaining balance, less any amounts you owe and any reserve needed to cover likely refunds and disputes for [a period to be confirmed]. You will have [30] days to export your data. After that we will delete or anonymise it, except where we must keep it for legal or regulatory reasons, as described in our Privacy Notice.

17. Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

Subject to that, neither of us will be liable for any loss of profits, revenue, goodwill or anticipated savings, or for any indirect or consequential loss. Our total liability in any 12-month period will not exceed [the greater of the fees you paid us in that period and £[amount]]. We are not liable for losses caused by your agents, your API keys being misused, or your failure to set appropriate mandates and approvals.

Stripe’s liability for payment processing is governed by the Stripe Services Agreement, and the card issuer’s liability for Tuppence cards by the cardholder terms, not by this section.

18. Changes to these terms

We may update these Terms from time to time. For material changes we will give you at least [30] days’ notice by email or in the dashboard. If you do not agree, you may close your account before the change takes effect. Continuing to use the services after that date means you accept the updated Terms.

19. Complaints

If you are unhappy with our service, please tell us. Our complaints procedure explains how to raise a complaint, how we will handle it and whether you may be able to refer it to the Financial Ombudsman Service.

20. General

• Entire agreement. These Terms, the documents referred to in them, the Stripe Services Agreement and any cardholder terms form the whole agreement between us.
• Assignment. You may not transfer your rights under these Terms without our consent. We may transfer ours to a member of our group or a successor business, and will tell you if we do.
• Events outside our control. Neither of us is responsible for delays caused by events beyond our reasonable control, including outages at Stripe, card networks or banks.
• Severance. If any part of these Terms is found to be unenforceable, the rest will continue to apply.
• No waiver. A delay in enforcing a right does not mean we have given it up.
• Third-party rights. No one other than you and us has any right to enforce these Terms. [Confirm whether Stripe should be able to enforce specific clauses.]
• Notices. We will send notices to the email address on your account. You can send notices to us at [legal notices email] or our registered office.

21. Governing law

These Terms and any dispute arising from them are governed by the laws of [England and Wales], and the courts of [England and Wales] have exclusive jurisdiction.

22. Contact us

Questions about these Terms can be sent to [legal contact email] or by post to [Company legal name] Ltd, [registered office address]. You can also reach us through our contact page.