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 Tuppence AI Ltd, which operates Tuppence (“Tuppence”, “we”, “us”, “our”). We are a private limited company registered in England and Wales, with our registered office at 38 Greenvale Road, London SE9 1PD, United Kingdom. You can email us at contact@tuppence.ai.

These are the Terms for businesses registered in the United States. Businesses registered in the United Kingdom are covered by our UK Terms of Service. We are a UK company that provides software to US businesses; the regulated payment processing is provided by Stripe, Inc., as described in section 5.

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

Tuppence is for businesses: corporations, limited liability companies, partnerships and sole proprietors. 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. Laws that protect only consumers do not apply to your account; for example, Regulation E under the Electronic Fund Transfer Act does not apply to your account or to payments between you and us, because your account is a business account.

If you already have an account. If you accepted an earlier version of these Terms, this version applies to you 30 days after we tell you about it, by email or in the dashboard. Until then, the version you accepted continues to apply. Using the services after that date means you accept this version.

Electronic records. You agree that we may give you these Terms, notices, statements, tax forms and other communications electronically, by email or in the dashboard, and that your electronic acceptance has the same effect as a signature, in line with the Electronic Signatures in Global and National Commerce Act (E-SIGN). You can withdraw this consent by closing your account; you can download and keep a copy of any communication from the dashboard, or ask us for one at contact@tuppence.ai at no charge. To receive and keep them you need a supported web browser and an email address.

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.

AI features

Our AI assistant, our agent tools and MCP server, and any other feature of the services that uses an AI model, together with anything they generate.

Connected account

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

Credentials

Your users’ sign-in details, passwords and devices, your API keys (secret, restricted and publishable), agent identities and their private keys, webhook secrets and Tuppence card details.

Pass-through costs

The part of our fees that pays for costs charged to us by others to process your transactions, such as interchange, card network fees and Stripe’s fees.

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, AI features and the features described in section 6.

Stripe

Stripe, Inc. and its affiliates, which provide card payment processing, payouts and the card program for Tuppence cards to businesses in the United States.

Third-party provider

Anyone other than you and us whose services, systems or decisions the services depend on, including Stripe, card networks, banks, card issuers (including the issuers of Tuppence cards and of your payers’ cards), identity verification providers, cloud hosting and network providers, AI model providers, and email, text and push notification providers.

Tuppence card

A virtual or physical business card issued through Stripe Issuing by Stripe’s US issuing bank partners, named in the cardholder terms, described in section 11.

User

Any individual you authorize 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 registered in a territory that appears on our rate card, and each user must be at least 18 years old. A US business must have a valid Employer Identification Number (EIN) or, for a sole proprietor, a Social Security Number or Individual Taxpayer Identification Number, and a US bank account for payouts. We may ask for information to verify your business, its owners and the people who control it, before and during our relationship. We may decline to open an account, or to offer live access, at our discretion and without giving a reason.

You may hold more than one account only with our agreement. You must not open a new account, directly or through someone else, to get around a limit, hold, reserve, suspension or closure we have applied to another account, or after we have closed or rejected an account connected to you.

3.2 Keeping your account secure

• You are responsible for all activity carried out through your account or with your credentials: by your users, your API keys, your agents and anyone else who uses them, whether or not you authorized it.
• 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 support@tuppence.ai if you suspect unauthorized access or that a password or API key has been exposed. Until you tell us and revoke the affected credentials, we may treat every instruction given with them as yours.
• You must keep the information you give us accurate and up to date, including details of your directors and beneficial owners.

4. Test mode and going live

Anyone who registers can use test mode, which uses test data and never moves real money. We decide whether to offer your business 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, and we also keep our own copy of it, as described in section 5.1. Stripe or we may ask for more information at any time, and may decline or pause live access if verification is not completed.

Review before your first payout. We may let you take a limited amount of live payments while we review your business (a probation period). During that period no payouts are made, and the limits on the size, number and total value of payments described in section 8.3 apply. Payouts start only once a person at Tuppence has reviewed and approved your account. If we have not been able to approve your account within 30 days (for example because information we asked for has not been provided), we may pause live payments until the review is complete. If we decide not to approve your account, section 8.8 applies.

Approving your account, or offering you live access, is not a promise to keep offering it, and does not mean we have checked or endorse your business.

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 authorize Tuppence to share it and transaction information related to your use of the payment processing services provided by Stripe.

If there is a conflict between these Terms and the Stripe Services Agreement about the payment processing itself, the Stripe Services Agreement applies. Tuppence is not a bank or a money transmitter, and does not hold your funds. Payment processing and payouts are provided by Stripe, Inc. and the banks it works with.

Stripe provides its services to you under its own agreement with you. Stripe is not our agent or subcontractor, and we are not responsible for what Stripe, its banking partners or the card networks do or fail to do, as section 17.4 explains.

5.1 Your verification records

We keep our own secure, encrypted copy of everything you, your owners, directors and representatives give us, or Stripe tells us, to verify your business. That includes business details, names, dates of birth, home addresses, contact details, identification and tax numbers, bank account details, the documents you upload, and the identity document images and selfie captured through Stripe Identity. We keep these records to meet our own know-your-customer, anti-money-laundering and fraud-prevention obligations, to answer questions from regulators, card networks and our payment providers, and to keep providing the services to you.

We keep them for as long as you have an account and for at least five years after it closes, or for longer where the law requires. We do not delete them on request during that time, because the law requires us to keep them.

You authorize us to share these records with Stripe and with any other Stripe account, acquirer, payment processor or sub-processor that we use, or move to, to provide payment processing and related services. This includes using them to set up and verify your business with that provider, so that you do not have to provide everything again. Where a new provider needs you to accept its own terms, we will ask you before your account is moved to it.

You confirm that you have told each person whose details you give us that we will keep and share them in this way, and that you are entitled to give them to us.

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.
• AI features, including our AI assistant in “Get help” and the dashboard.
• The dashboard and iPhone app (beta).
• Tuppence cards, described in section 11.

6.1 Availability

We aim to keep the services available, but we do not promise that they, or any part of them, will be uninterrupted, timely, secure or free from errors, bugs or viruses, that any defect will be corrected, that data will not be lost, or that the services will meet your requirements or work with your systems. The services depend on third-party providers and the internet, which are outside our control. We may carry out maintenance, with or without notice, and may suspend any part of the services to do so or to protect the services, you or others.

6.2 Changes to the services

We may change, add, suspend or remove any feature at any time. Where we remove a feature that is material to your use of the services, we will try to give you reasonable notice, unless we cannot because of the law, a third-party provider, a security risk or another reason outside our reasonable control.

6.3 Beta and test features

Some features (including the iPhone app) are marked beta, preview or early access, and test mode is for testing only. They may be incomplete, change or be withdrawn without notice, and are provided “as is”, without any commitment of any kind. Use them at your own risk.

6.4 Third-party services

The services link to or work with services that we do not provide, such as Stripe, Stripe Identity, Apple Pay and Google Pay, your bank, your agents, the AI models you choose and the systems you connect through webhooks. Your use of them is governed by their own terms, and we are not responsible for them.

7. Fees

Our fees are set out on our rate card and in this section. The rate card forms part of these Terms and shows the date it was last updated. The UK and US pricing pages summarize 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 only the highest of them. For example, in the United States a card issued outside the United States pays the 2.49% + 20¢ rate plus the 1.5% foreign-card surcharge.

7.4 Card type is decided at authorization

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 authorization. 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. This also applies to refunds we make to payers under section 8.

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 ($15 at the date of these Terms).

7.7 Card network fines and assessments

If a card network, Stripe, a bank or a regulator imposes a fine, penalty, assessment or other charge on us because of your activity (for example, because your dispute or fraud rates exceed a card network’s thresholds, or because you have breached its rules or our Acceptable Use Policy), you must pay us that amount, and we may recover it as described in section 9.

7.8 Risk management fee

Holding funds under a hold or reserve costs us money. We investigate and monitor the account, our staff review it, and we carry the risk of disputes, fines and losses on your payments while the funds are held. When we release funds that we have held under a hold (section 8.4), a reserve (section 8.5) or after your account closes (section 16.3), we may charge a risk management fee of up to 5% of the amount released. We deduct it before the funds are paid out.

• The fee is a charge for those services. It is not a penalty, and it may apply whether or not you have breached these Terms.
• We decide whether to charge it, and how much up to 5%, at our discretion.
• It does not apply to standard settlement periods (section 8.1), to balances that a payout limit holds back (section 8.3), or to the standard rolling reserve that applies to every account at your level of trading history.
• It is in addition to any other amounts we deduct under these Terms, such as refunds, disputes, fees and fines. It is not refundable.

7.9 Tax

All fees are exclusive of any sales, use or similar taxes, which will be added where the law requires. You are responsible for working out, collecting and paying any sales tax due on what you sell to your own customers.

7.10 Changes to fees

Card network and interchange costs are set by third parties and change from time to time. We may change our fees and the rate card at any time:

• an increase in a fee, or a new fee, takes effect at least 30 days after we tell you about it;
• a reduction, or a change that does not disadvantage you, may take effect straight away; and
• a change required by a card network, Stripe, a bank or a regulator, or by a change in the law or in the costs they charge us, may take effect immediately or on the date they require, and we will tell you as soon as we reasonably can.

Changes apply to transactions made after they take effect. If you do not agree to a change, you may close your account before it takes effect; continuing to use the services after that means you accept it.

7.11 Checking what we charge

Your dashboard shows the fees on every transaction and the amounts we deduct. You must check them, and tell us about any amount you think is wrong within 60 days of the date of the transaction or deduction. After that, the amount is final and you cannot dispute it, unless it was the result of our fraud. We will correct any error we find ourselves, whenever we find it, and may recover any amount we undercharged.

7.12 No deductions

You must pay everything you owe us in full, without any set-off, counterclaim, deduction or withholding, unless the law requires a tax to be withheld.

8. Payouts, limits, holds and reserves

This section explains when your money is paid out to you, and the steps we may take to protect you, your payers, us and Stripe against fraud, chargebacks and other losses. Payments you take sit in the balance of your connected account with Stripe until they are paid out; Tuppence instructs Stripe when, and how much, to pay out. Tuppence does not hold your funds.

8.1 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.

These are our normal periods, not a promise of when funds will arrive. Payouts also depend on Stripe, the banking networks and your bank, and may take longer. We may move your account to a longer settlement period at any time, at our discretion.

8.2 Payouts

Standard payouts of your available balance to the bank account you connect are free. In the United States they are sent by ACH to a US bank account, and normally arrive within two business days of being sent, depending on your bank. The minimum balance for a payout is $1 (or 1 unit of your account’s currency). Payouts are subject to the limits in section 8.3.

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

Payouts go only to a bank account in the name of your business (or, for a sole trader, in your own name) that we have accepted. When you change your payout bank account, we may pause payouts for up to 72 hours, or longer while we check the change, and we will email every owner of your account to tell them about it. You are responsible for giving us correct bank details; we are not responsible for a payout sent to the account you gave us.

8.3 Limits

We set limits on your account to manage risk. They may include:

• processing limits: the largest single payment you can take, and the number and total value of payments you can take in a day, in 30 days or in total;
• payout limits: the most we will pay out in a single payout or in a day; and
• an exposure limit: the most we will have paid out to you, in total, from card payments that are still young enough to be disputed (we currently treat that as the last 120 days).

Your limits depend on how long you have been trading with us, your volume, your refund and dispute history and our assessment of your risk, and they normally grow over time with clean trading history. Your current limits are shown in your dashboard. You can ask us to raise them; we decide each request at our discretion and may ask for information to support it.

We may lower or add limits at any time, at our discretion and with immediate effect. A change to your limits is not a change to these Terms. A payment that would take you over a processing limit may be declined. Any balance that a payout limit stops us paying out stays in your balance and is paid out once the limit allows.

8.4 Holds

We, or Stripe, may hold all or part of your balance and pause or delay payouts (a hold) at any time, at our discretion. We do not have to give you notice or a reason. Examples of when we may do so include where:

• we have not yet approved your account, or you have not given us information or documents we have asked for;
• a payer’s card issuer, a card network or Stripe tells us a payment may be fraudulent (for example, an early fraud warning), or a payer disputes a payment;
• your refund, dispute or fraud rate is high, or rising;
• your activity changes suddenly: for example, a spike in volume, larger payments than usual, many payments from cards issued abroad, or payments that do not fit the business you told us about;
• you change your payout bank account, owners, directors or other key business details, or your account is accessed in a way that suggests it may be compromised;
• we see signs that payments are not genuine sales: for example, payments made with your own cards, from your own devices or network, or with cards used in disputed or fraudulent payments elsewhere;
• your account is linked to an account that we have held, suspended, closed or rejected (see section 8.7);
• you have a negative balance, or owe us money;
• you have breached these Terms, the Stripe Services Agreement or our Acceptable Use Policy, or we suspect you have;
• your account is being closed, by you or by us; or
• we are asked or required to do so by Stripe, a card network, a bank, a court, a regulator or law enforcement.

A hold has no fixed end date. We will keep it in place until we are satisfied that the risk it covers has passed. This may include the whole period in which payers can dispute the payments concerned, any investigation by us, Stripe, a card network or law enforcement, and any longer period the law or a court requires. We may, but do not have to, tell you why we have placed a hold or what would lead us to release it. When we release held funds, we may deduct the risk management fee in section 7.8.

8.5 Reserves

We may require you to keep a reserve to cover refunds, disputes, fees, fines and other amounts you may come to owe us. A reserve may be:

• a rolling reserve: a percentage of each payment, held for a set period and then released; or
• a fixed reserve: a set amount, kept from your balance or, if your balance is not enough, paid by you on request.

We set the type, amount and duration of a reserve at our discretion, and we may introduce, increase or extend one at any time, with immediate effect and without giving a reason. You have no right to withdraw, or to have paid out, funds in a reserve until we release them, and we may use them to pay any amount you owe us or Stripe under these Terms. A reserve has no fixed end date: we release it only if, and to the extent that, we are satisfied that the risk it covers has passed, less the risk management fee in section 7.8 where it applies.

8.6 Information we may ask for

To assess risk, or to release a hold, we may ask you for information or documents: for example, proof of identity or address, details of your business and its owners, invoices, proof that goods or services were delivered, your refund and cancellation policies, bank statements or financial accounts. You must provide them within five business days, or any shorter period we ask for. We may keep any hold, reserve or limit in place until we have what we need and have finished our review, even after you have provided it.

8.7 Fraud monitoring and linked accounts

We monitor accounts and payments to detect and prevent fraud, money laundering and misuse. To do this we use information about your payments and the cards used in them (including the card fingerprint Stripe provides, but never the card number), payers’ IP addresses, the IP addresses and devices used to access your account, your payout bank account and your business and personal details. Our Privacy Notice explains how we handle this information. Our monitoring is for our own protection. It is not a service to you, and we do not promise that it will detect or prevent any fraud or loss.

We may treat accounts as linked where they share, for example, the same people, bank account, devices, sign-in locations or payers’ cards. Where an account linked to yours is held, suspended, closed or rejected because of suspected fraud or a serious breach, we may apply holds, reserves, limits, suspension or closure to your account too. You may tell us if you think a link is wrong; we decide at our discretion whether to change anything.

We may also decline, cancel or refund any individual payment that we suspect is fraudulent, unauthorized or in breach of these Terms, including payments made with a card that has been used in fraudulent or disputed payments elsewhere.

8.8 Refunding payers instead of paying you

If we suspect that payments taken through your account are fraudulent or unauthorized (for example, after an early fraud warning, or where we decide not to approve or to close your account because of suspected fraud), we may refund those payments to the payers’ cards instead of paying the funds out to you. We may do this without asking you first. Fees on those payments are not returned (see section 7.5).

8.9 Our decisions

We make the decisions described in this section at our discretion, using our own risk assessment, which may involve automated checks. We do not have to explain them, and the information and signals we rely on are confidential. Funds that are held, in a reserve or that a limit stops us paying out remain yours, subject to our rights under these Terms, but you are not entitled to have them paid out until we release them. No interest is payable on them.

To the fullest extent the law allows, we are not liable for any loss you suffer because we, or Stripe, have applied a limit, hold or reserve, lengthened your settlement period, declined, canceled or refunded a payment, delayed, paused or canceled a payout, or suspended or restricted any part of the services under these Terms, whether or not it later turns out that the risk we were concerned about did not exist.

The law may also prevent us from telling you that we have taken an action, or why: for example, where we have reported a concern to law enforcement.

9. Refunds, disputes, debits and set-off

You are responsible, whatever the reason and whenever they arise, for refunds you issue, for disputes (chargebacks) raised by payers, for refunds we make under section 8.8, for reversals, for card network fines and assessments under section 7.7, and for our fees. These amounts are normally taken from your Tuppence balance, including any reserve.

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

Debit authorization. You authorize 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, without further notice, for refunds, disputes, reversals, fees, fines and assessments, any negative balance and any other amount you owe us under these Terms. Debits to your bank account are made by ACH under the Nacha Operating Rules. This authorization stays in force until your account is closed and everything you owe us has been paid; you may revoke it by telling us in writing, which we will treat as a request to close your account. You agree not to ask your bank to return or reverse a debit that these Terms authorize.

Set-off. We may at any time set off any amount you owe us, or that we reasonably expect you to come to owe us, against any amount we would otherwise pay out or credit to you, including your balance, reserves, cashback, revenue share, and the balance of any other Tuppence account held by your business or by a business linked to it under section 8.7.

Paying what you owe. If we cannot recover an amount you owe us in these ways, you must pay it within 14 days of our request. We may charge interest on late amounts at 8% a year above the Bank of England base rate, accruing daily, or the highest rate the law allows if that is lower, and recover our costs of collecting the debt, including legal and debt-collection costs. We may also pass the debt to a debt collection agency. These obligations continue after your account closes.

When a payer disputes a payment, we will try to tell you, and you may submit evidence through the dashboard. The card network or the payer’s card issuer decides the outcome, not us, and we are not responsible for that decision or for any dispute you lose.

10. AI agents, API keys and AI features

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, keys and credentials

Everything done with your credentials, agent identities and agent tools is treated as done by you, and is authorized by you as between you and us. You are solely responsible for what your agents and users do, including every payment, charge, refund, payout and Tuppence card purchase that an agent or a user starts or approves with your credentials, whether it was intended or a mistake, and whether it was caused by an error in the agent, an AI model’s output, a prompt injection or other manipulation, a misconfigured mandate or a compromised key. That applies whether or not you reviewed each action.

10.2 Keys, mandates, limits and approvals

• 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.
• You decide and are responsible for your agent mandates, spend policies, card limits and approval rules, and for reviewing them regularly. We do not check that they are appropriate for your business.
• 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.

Mandates, limits, approvals and other controls are tools to help you manage risk. They are not a guarantee. They may not prevent every transaction you did not intend, for example where a control is set up in a way you did not mean, an approval is given by mistake, or a transaction is processed by Stripe or a card network before a control takes effect. We are not liable for a transaction that a control did not stop.

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 AI features

AI features, including our AI assistant, agent tools and MCP server, use AI models, some provided by third parties. Their output may be inaccurate, incomplete, out of date or inappropriate, and may differ each time. You must check any output before you rely on it or act on it, and you are responsible for any decision you or your agents make using it. We do not promise that AI features will be available, accurate or suitable for any purpose.

10.5 No professional advice

Nothing produced by Tuppence, our staff, our documentation or our AI features is legal, tax, accounting, financial, regulatory or investment advice. You should get your own professional advice.

11. Tuppence cards and cashback

11.1 Cards

Tuppence cards are virtual (and, where available, physical) business cards issued through Stripe Issuing by Stripe’s US issuing bank partners, named in the cardholder terms. Stripe, Inc. provides the card program. Cards are governed by Stripe’s Issuing terms and the cardholder terms, 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 businesses, including sole proprietors. 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, and section 10 applies to every purchase made with a card.

We, Stripe or the card issuer may decline any card transaction, or freeze, suspend or cancel any card, at any time. A merchant may refuse a card. As between you and us, and subject to any rights you have under the cardholder terms, we are not liable for a declined transaction, a frozen or canceled card, or a transaction made with your card or its details by an agent, a user or anyone else who obtained them from you.

11.2 Availability and card fees

Tuppence cards are available to businesses registered in the United States. Any card fees are shown on the rate card. 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 shown on the rate card (1% at the date of these Terms). 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, and while your account is under a hold or owes us money.
• We may vary or withdraw the cashback rate, or end the cashback program, on 30 days’ notice to you, or immediately where the law, a card network or Stripe requires it. Cashback not yet credited when it ends is not payable.

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, honor 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;
• comply with every law that applies to your business, including consumer protection, tax, marketing, data protection, sanctions and anti-money-laundering law;
• keep your integration secure, including your webhook endpoints, and keep your own copies of any data you need;
• make sure your users and agents comply with these Terms; and
• cooperate with requests for information that we or Stripe need to meet legal, regulatory and card network obligations.

Your relationship with your payers is yours alone. We are not a party to it and are not responsible for your goods, services, prices, refunds or communications with them.

12.1 Businesses we can’t support

You must not use the services for a business, or to sell anything, on the prohibited list in section 3 of our Acceptable Use Policy, and you may use them for a restricted business in section 4 only with our written approval. The list follows the restrictions of our payment processor and the card networks, which apply to you whatever this list says. In summary, the prohibited list covers:

• illegal products and services, and anything that promotes violence or hate;
• adult content and services, including AI-generated sexual content;
• gambling and games of chance with prizes, lotteries and bidding-fee auctions;
• certain financial services, including check cashing, debt collection, debt relief, money orders, peer-to-peer money transfer, shell banks, bearer shares, funded trading programs and loan repayments by credit card;
• credit repair and counseling, identity theft protection, bankruptcy lawyers and bail bonds;
• marijuana and cannabis products, and CBD over the legal limit for THC;
• illegal weapons, lifelike replicas, explosives and dangerous materials;
• counterfeit and infringing goods, and goods imported or exported illegally;
• cryptocurrency mining and staking, initial coin offerings and secondary NFT sales;
• airlines, cruises, international charter flights and timeshares;
• unsafe nutraceuticals and products making misleading health claims;
• government services you aren’t authorized to provide;
• unfair, deceptive or abusive practices, such as pyramid schemes, recruitment-based multi-level marketing, get-rich-quick schemes, negative-option billing, telemarketing, door-to-door sales and document falsification;
• in the United States, also extended warranties, non-government medical benefit packages, mortgage consulting, and shipping brokers or freight forwarders without the required authorization.

If your business changes in a way that could bring it within either list, you must tell us before the change takes effect. We may suspend or close your account under section 16 if it does.

13. Data protection

We handle personal data in line with UK data protection law and the US privacy laws that apply to us. Our Privacy Notice explains how we use personal data where we act as a controller, including the verification records described in section 5.1, which we hold as a controller. Where we process personal data about your payers on your behalf, we act as your processor. In that role we will: process the data only on your documented instructions (which are these Terms and your use of the services), unless the law requires otherwise; make sure the people who process it are bound by confidentiality; keep it secure with appropriate technical and organizational measures; use only the sub-processors listed in our Privacy Notice, which you authorize, and tell you before we add or replace one so you can object; help you respond to requests from data subjects and meet your security, breach-notification and impact-assessment obligations; tell you without undue delay after becoming aware of a personal data breach; delete or return the data when the services end, unless the law requires us to keep it; and give you the information you reasonably need to show that these obligations are met.

You are responsible for the personal data you and your agents give us, and for having the right to give it to us. We may charge you our reasonable costs for help we give under this section that goes beyond what the services do automatically. Our liability under or in connection with this section is subject to section 17, to the extent the law allows. Nothing in these Terms limits the rights that individuals have under data protection law.

13.1 Tax information and reporting

You must give us your business’s correct legal name, address and taxpayer identification number (an EIN or, for a sole proprietor, a Social Security Number or ITIN), and certify them on IRS Form W-9 or an equivalent electronic form when we ask. You authorize us and Stripe to share them, and the payments you receive, with the Internal Revenue Service and state tax authorities as the law requires, including on Form 1099-K. If you do not give us a valid taxpayer identification number, the law may require us or Stripe to withhold part of your payouts (backup withholding) and pay it to the IRS, and we may pause payouts until you do. You are responsible for your own taxes, including income tax and any sales tax on what you sell.

14. Intellectual property

We and our licensors own all rights in the services, documentation and brand. We grant you a non-exclusive, non-transferable, revocable right to use the services, SDKs and agent tools for your business purposes while your account is open and you comply with these Terms. Our open-source SDKs and agent tool packs are licensed under the MIT license, as stated in each package, and that license applies to them instead; they are provided “as is”, as that license says.

You keep all rights in your data. You grant us a license to host, process and use it as needed to provide, secure, improve and support the services, to prevent fraud and to meet our legal obligations. You may not use our name, logo or brand except as we allow in writing. 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, a court or a regulator. We may also share your information with Stripe, card networks, banks, our professional advisers and insurers, and law enforcement, as these Terms and our Privacy Notice describe. Our risk signals, rules and the reasons for our decisions under section 8 are our confidential information.

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, close your account or suspend any part of the services at any time, for any reason or no reason, with immediate effect and without notice. We do not have to tell you why. Without limiting that, we, or Stripe, may do so where we suspect that:

• you have 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 or asked to do so by law, a regulator, a court, law enforcement, a card network, a bank or Stripe;
• continuing would expose us, Stripe, payers or other customers to risk, including financial, legal, regulatory or reputational risk;
• you have given us or Stripe false, misleading or incomplete information, or have not given us information we asked for;
• your account is linked to an account we have closed or rejected for fraud or a serious breach;
• your refund, dispute or fraud rates are excessive;
• you are, or are likely to become, insolvent, or stop or threaten to stop trading; or
• we can no longer provide the services to you, for example because a third-party provider stops supporting your business or territory.

We may also suspend any part of the services (for example, live payments, payouts, instant payouts, agents, API keys or cards) rather than your whole account. To the fullest extent the law allows, we are not liable to you for any loss arising from suspending, restricting or closing your account, or ending these Terms, under this section.

16.3 What happens next

When your account closes, we will pay out your remaining balance, less any amounts you owe. We may keep all or part of the balance as a reserve under section 8.5 for as long as we consider necessary to cover refunds, disputes, fees, fines and other amounts that may arise, with no fixed end date, and for at least as long as payers can still dispute your payments or any investigation remains open. We will pay out what remains, less the risk management fee in section 7.8, once we are satisfied the risk has passed. If we close or reject your account because we suspect payments were fraudulent, we may refund those payments to payers as described in section 8.8 instead of paying them out to you. Unless the law or a risk to others prevents it, you will have 30 days to export your data. After that we will delete or anonymize it, except where we must keep it for legal or regulatory reasons, as described in our Privacy Notice.

17. Disclaimers and limits on our liability

This section limits our liability to you. Please read it carefully. You agree that it is reasonable, given that: you are a business, not a consumer; the services cost nothing to join and have no monthly fee; our fees are low compared with the value of the transactions you process; you choose how to use the services and control your agents, keys, mandates and limits; the payment processing itself is provided by Stripe under its own agreement with you; and you can protect your business against the losses we exclude with your own insurance.

17.1 What we do not exclude

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Everything else in these Terms that limits our liability is subject to this section.

17.2 The services are provided “as is”

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, THE API, SDKS, MCP SERVER, AGENT TOOLS, AI FEATURES, DOCUMENTATION AND ANYTHING ELSE WE PROVIDE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ANY OUTPUT OR INFORMATION WILL BE ACCURATE OR COMPLETE.

17.3 Losses we are not liable for

TO THE FULLEST EXTENT THE LAW ALLOWS, WE ARE NOT LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR ANY: LOSS OF PROFITS; LOSS OF REVENUE OR SALES; LOSS OF BUSINESS, CONTRACTS OR OPPORTUNITY; LOSS OF ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; LOSS OF GOODWILL OR DAMAGE TO REPUTATION; BUSINESS INTERRUPTION; WASTED EXPENDITURE; OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THIS APPLIES WHETHER THE LOSS IS DIRECT OR INDIRECT, AND EVEN IF WE WERE TOLD IT WAS POSSIBLE.

17.4 Third-party providers

We are not liable for any act, omission, error, delay, decision, outage or failure of any third-party provider, including Stripe and its banking partners, the card networks, banks, card issuers and the issuers of Tuppence cards, identity verification providers, cloud hosting and network providers, and AI model providers, or for any loss they cause. That includes a payment, payout, refund or card transaction that is declined, delayed, reversed, lost or processed wrongly by them, and a decision by Stripe or a card network about your account or a dispute. Your rights against Stripe for the payment processing are under the Stripe Services Agreement, and against the card issuer for a Tuppence card under the cardholder terms.

17.5 Losses you cause

We are not liable for any loss to the extent it is caused by you, your users or your agents, including by the misuse or exposure of your credentials, by your mandates, spend policies, card limits and approval rules (or the lack of them), by your systems, integration or data, or by your breach of these Terms or the law.

17.6 Our total liability

TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION, RESTITUTION OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO ANY LIABILITY, LESS PASS-THROUGH COSTS; AND (B) $1,000.

This is a single cap on all claims together, by your business and anyone claiming through it, including all your users and every account your business holds; it is not a cap per claim or per year. It limits our liability to pay damages or other compensation. It does not reduce funds in your connected account balance, which are held by Stripe and belong to you subject to our rights under these Terms.

17.7 Your liability

Nothing in this section limits your liability to us, including for amounts you owe us under sections 7 and 9 (refunds, disputes, reversals, fees, fines, assessments and negative balances) and under your indemnity in section 18.

17.8 How this section applies

Each limit and exclusion in this section is separate and applies even if another one is found to be unenforceable, and even if a remedy fails of its essential purpose. Some states do not allow the exclusion of certain warranties or the limitation of certain damages; where such a law applies, our liability is limited to the fullest extent that law allows. These limits reflect how we have set our fees, and we could not offer the services on these terms without them.

18. Your indemnity

You will indemnify us, our group companies, and our and their officers, directors, employees, contractors and agents (each an “indemnified person”), on demand, against all losses, liabilities, damages, fines, penalties, assessments, settlements, costs and expenses (including legal and other professional costs) arising out of or relating to:

• your business, and your goods, services, prices, advertising and terms of sale;
• your payers and other customers, and your dealings with them, including any claim by them;
• your use of the services, including by your users, your agents and anyone using your account or credentials, and every transaction they start or approve;
• any breach by you, your users or your agents of these Terms, the Stripe Services Agreement, our Acceptable Use Policy, card network rules or the law;
• fraud, negligence, wilful misconduct or other unlawful activity by you or through your account;
• disputes, chargebacks, refunds and reversals of your payments, and any negative balance;
• fines, penalties and assessments imposed by card networks, Stripe, banks or regulators because of your activity;
• the personal data and other data you or your agents give us, and any claim that it, or our use of it in line with these Terms, infringes anyone’s rights or the law; and
• any tax owed by you, or that we must pay because of your transactions.

This indemnity is not subject to any limit in these Terms. It does not apply to the extent that a loss was caused by an indemnified person’s fraud or wilful misconduct. We may control the defense and settlement of any claim covered by this indemnity, and you must cooperate with us and must not settle any such claim without our written consent. Each indemnified person may enforce this section.

We do not give you any indemnity, except where the law requires one.

19. Changes to these terms

We may change these Terms, the rate card and our policies at any time. We will tell you about a change by email or in the dashboard, or by updating this page, and the “Last updated” date shows when they last changed.

• Changes that disadvantage you, including fee increases, take effect at least 30 days after we tell you about them.
• Other changes, such as clarifications, new features and changes that do not disadvantage you, may take effect when we publish them.
• Changes needed because of the law, a regulator, a court, a card network, a bank or Stripe, or to protect the security of the services or prevent fraud or other harm, may take effect immediately.

If you do not agree to a change, your only remedy is to close your account before it takes effect. Continuing to use the services after a change takes effect means you accept it. Changes to the limits, holds, reserves and settlement period on your account under section 8 are not changes to these Terms.

20. Complaints

If you are unhappy with our service, please tell us. Our complaints procedure explains how to raise a complaint, how we handle it and where you can take it if you are still not satisfied. The complaints procedure explains how we try to resolve complaints; it does not form part of these Terms, and making a complaint does not extend the time limits in section 21.

21. Bringing a claim

To the extent the law allows:

• Notice. Before bringing any claim against us, you must give us written notice of it at contact@tuppence.ai and by post to our registered office, with reasonable details of what happened, when, and the amount you claim, and give us 30 days to resolve it.
• Time limit. You must notify us of any claim within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, and you must start court proceedings for it within 12 months of that date. If you do not, the claim is waived and you may no longer bring it. This applies whatever longer period the law would otherwise allow.
• No claim for the same loss twice. You may not recover more than once for the same loss, and our liability is reduced by any amount you recover from Stripe, a card network, an insurer or anyone else for it.

These limits do not apply to claims that the law does not allow to be limited in this way, including claims for fraud.

22. General

• Entire agreement. These Terms, the documents referred to in them (including the rate card and our Acceptable Use Policy), the Stripe Services Agreement and any cardholder terms form the whole agreement between us about the services, and replace any earlier agreement, understanding or statement about it.
• No reliance. You agree that, in entering into these Terms, you have not relied on any statement, promise, representation or assurance that is not set out in them, including anything on our website (such as our marketing, pricing, security, compliance and accessibility pages and our policies and statements), in our documentation, from our staff or from our AI features, and you will have no remedy for one. This does not limit liability for fraudulent misrepresentation.
• Policies and statements. Our Privacy Notice, Cookie Policy, complaints procedure and our policies and statements on financial crime, anti-bribery, modern slavery, whistleblowing, security, compliance and accessibility are for information. They do not form part of these Terms and do not give you any contractual rights or warranties.
• Events outside our control. We are not responsible for any failure or delay in performing our obligations caused by events beyond our reasonable control, including an outage, failure, decision or change of terms by Stripe, a card network, a bank, a card issuer, a cloud hosting or network provider or an AI model provider; failure of the internet, telecommunications or power; cyber attack, denial of service or malicious code; fire, flood, storm, epidemic or other natural event; war, terrorism, civil unrest, sanctions or embargo; strikes or other industrial action; and any law, regulation or act of government, a regulator or a court. Our obligations are suspended for as long as the event continues. This does not excuse you from paying what you owe us.
• Assignment. You may not assign, transfer, subcontract or otherwise deal with your rights or obligations under these Terms without our prior written consent. We may assign, transfer or subcontract any of our rights or obligations to anyone, including a member of our group, a buyer of all or part of our business or a payment provider, and you consent to us doing so.
• Surviving terms. Sections 5.1, 7, 8, 9, 10.1, 13, 15, 16.3, 17, 18, 21, 22 and 23, and any other terms that by their nature should continue, survive the end of these Terms.
• Severance. If any part of these Terms is found to be invalid, illegal or unenforceable, it will be treated as changed to the minimum extent needed to make it enforceable, or, if that is not possible, as deleted, and the rest of these Terms will continue to apply.
• No waiver. A delay or failure in enforcing a right does not mean we have given it up, and enforcing it once does not stop us enforcing it again.
• Third-party rights. No one other than you and us has any right to enforce these Terms, whether under the UK Contracts (Rights of Third Parties) Act 1999 or as a third-party beneficiary under any other law, except that each indemnified person may enforce section 18 and the limits on liability in section 17. We do not need anyone’s consent to change or end these Terms.
• Our relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between us. We do not hold money on trust for you.
• Order of precedence. If documents conflict, the Stripe Services Agreement applies to the payment processing and the cardholder terms to Tuppence cards; otherwise these Terms apply over the rate card, the Acceptable Use Policy and any other document referred to in them, unless that document expressly says it applies instead.
• Notices. We will send notices to the email address on your account or show them in the dashboard, and they are treated as received when sent. You can send notices to us at contact@tuppence.ai and, for a notice of a claim, also by post to our registered office.
• Language. These Terms are made in English, which prevails over any translation.

23. Governing law and disputes

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or their formation are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Courts. The courts of England and Wales have exclusive jurisdiction over any dispute or claim that you bring against us arising out of or in connection with these Terms or the services, and you irrevocably submit to them and waive any objection that they are an inconvenient forum. We may bring proceedings against you in those courts or in any other court that has jurisdiction, including the courts of the place where your business is registered, and may do so in more than one place at the same time.

Trying to resolve it first. Before starting proceedings, you must follow section 21, and each of us will try to settle the dispute in good faith, including by meeting (in person or by video) if the other asks. Either of us may still apply to a court at any time for urgent relief, such as an injunction, and we may start proceedings straight away to recover money you owe us.

Individual claims only. To the extent the law allows, each of us may bring claims against the other only in an individual capacity, and not as a claimant, plaintiff or class member in any class, group, collective or representative action or proceeding. Claims by different businesses may not be combined or heard together without our consent.

WAIVER OF JURY TRIAL AND CLASS ACTIONS. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND WE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY, AND ANY RIGHT TO BRING, JOIN OR TAKE PART IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, INCLUDING ANY PROCEEDING HEARD IN A COURT IN THE UNITED STATES. You agree that a judgment of the courts of England and Wales may be recognized and enforced against you in any US court.

24. Contact us

Questions about these Terms can be sent to contact@tuppence.ai or by post to Tuppence AI Ltd, 38 Greenvale Road, London SE9 1PD, United Kingdom. For help with your account, email support@tuppence.ai or choose “Get help” in the dashboard. You can also reach us through our contact page.