Please read these terms of service (the “Terms of Service”) carefully as it constitutes a legally binding agreement between you and Pinion Solutions Limited, a limited liability company (Company Number 10751546) formed under the laws of England & Wales with its registered address at Little Fisher Street Farm, Faversham, Kent ME13 0LB United Kingdom (and trading as “OPIN”), and hereafter the company being referred to as “OPIN”.These Terms of Service govern access to and use of the OPIN’s website located at https:// opin.uk and any sub-domains used in connection with or related to the same and any future versions (together the “OPIN Website”) as well as OPIN’s mobile applications (the “OPIN App”) and any OPIN proprietary software used in connection with the OPIN Website or the OPIN App (the “OPIN Software”). Together, the OPIN Website, the OPIN App and the Easy Tip Software constitute the “OPIN Platform”. These Terms of Service also apply to all services provided by OPIN through the OPIN Platform (see the definition of “OPIN Services” in Section  below).
If you are not resident in the United Kingdom, you acknowledge and agree that:• OPIN operates on a cross-border basis;• OPIN is based in the UK and not your country of residence;• You are contracting with a legal entity that is incorporated outside your country of residence;• These Terms of Service are governed by the laws of England and Wales; and• Any dispute under these Terms of Services will be resolved exclusively via arbitration in London, England.These Terms of Service apply to all Users of the OPIN Platform, including Users who provide hospitality services to other Users, Users who make payments to Vendors and Merchants, Users who review Goods and Services through the OPIN Platform, Users who download the OPIN App and Users who simply view the content available through the OPIN Website.If you are using the OPIN Platform or creating an OPIN Account (see Section  below), for or on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Service. The term “User”, “you” or “your” refers to the individual or legal entity, as applicable, accessing or otherwise using the OPIN Platform or the OPIN Services (as defined in Section  below).You acknowledge and agree that the OPIN Platform and the OPIN Services are made available to facilitate: (1) the payment of tips and service charges (“Service Payments”) in the hospitality sector; and (2) the submission of guest reviews and ratings of Vendors and Merchants (each as defined in Section  below). You understand that the OPIN Platform and the OPIN Services facilitate these activities and that OPIN itself is not a Vendor or a Merchant.By accessing, browsing and using the OPIN Platform, you confirm that you have read and accept these Terms of Service. If you do not accept these Terms of Service, then you may not access or use the OPIN Platform or OPIN Services.These Terms of Service are subject to change by OPIN in its sole discretion at any time and to the fullest extent permitted by applicable law. When changes are made, OPIN shall make an updated copy of these Terms of Service available on the OPIN Platform. OPIN shall also update the”Last Updated” date at the top of these Terms of Service. If we make any material changes, and you have registered with us to create an account we may also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms of Service to notify you of such changes and the date they will become effective for you. For Users not registered with us, any changes to these Terms of Service shall be effective immediately after posting notice of such changes on the OPIN Platform. OPIN may require you to provide your consent to the updated Terms of Service in a specified manner before further use of the OPIN Platform and/or the OPIN Services is permitted. If you do not agree to any change after receiving a notice of such change, you shall stop using the OPIN Platform and/or the OPIN Services. Otherwise, your continued use of the OPIN Platform and/or OPIN Services shall constitute your acceptance of such change. Please regularly check the OPIN Platform to view the most current Terms of Service.You must read these Terms of Service in their entirety; however, this index is provided for ease of reference to enable you to navigate to specific sections of these Terms of Service.• OPIN Parties• Users and Applicable Legal Terms• OPIN Accounts• Licensed Access to the OPIN Platform and Permitted Use• Service Payments, OPIN Services, OPIN as Agent and Customer Support• Tronc Schemes• Tax Withholding• Software and Merchandising• No Unlawful or Prohibited Use• Intellectual Property• Advertising and Third-Party Websites• Availability and Updates• Disclaimers• No Implied Warranties; Limitations of Liability• Indemnification• Governing Law and Dispute Resolution• Miscellaneous
These Terms of Service form an agreement between you and Pinion Solutions Limited, a limited liability company incorporated under the laws of England & Wales. The terms “OPIN”, “us”, “we” or “our” means Pinion Solutions Limited.Pinion Solutions Limited and its affiliates, officers, directors and employees are referred to in these Terms of Service as the “OPIN Group”. For the avoidance of doubt, the OPIN Group does not include any third parties such as Merchants or Vendors (as such terms are defined in Section 2 below).
• Accurate Information. You represent and warrant that all information supplied by you (or by anyone acting on your behalf) on the OPIN Platform, including any information provided by you to create an account for use of the OPIN Platform (an “OPIN Account”), or in connection with your use of the OPIN Services is true, accurate, current and complete.• Security of OPIN Accounts. You must keep your OPIN Account secure and you agree that you shall not disclose your OPIN Account credentials to anyone. No members of the OPIN Group shall be liable for any loss or damage arising from your failure to safeguard your OPIN Account, use a strong password or use a password distinctive to your OPIN Account. You may browse some parts of the OPIN Platform without creating an OPIN Account.• Discretionary Access to OPIN Accounts. OPIN reserves the right to deny your request for an OPIN Account and to disable or terminate access to any OPIN Account issued to you at any time in OPIN’s sole discretion. If OPIN disables access to an OPIN Account issued to you, you shall be prevented from accessing the OPIN Platform and using the OPIN Services and shall not have access to your OPIN Account details and other information that is associated with your OPIN Account.• Suspension, Term, Termination and Deletion of OPIN Accounts. OPIN may suspend or terminate your ability to access the OPIN Platform, or cease providing you with all or part of the OPIN Services at any time for any or no reason, including, if we believe: (i) you may have violated these Terms of Service; (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the OPIN Services to you is no longer commercially viable. Suspension or termination may also include removal of all or some of the materials uploaded by you. OPIN may make reasonable efforts to notify you by the e-mail address associated with your account, through the OPIN Platform or when you next attempt to access your OPIN Account, depending on the circumstances. You acknowledge and agree that OPIN may make suspensions and terminations in its sole discretion and that no member of the OPIN Group shall be liable to you or any third-party for any suspension or termination of your access to, or for the removal of any of the materials uploaded by you to, the OPIN Platform. Any suspension or termination of such access or removal of such materials shall be in addition to any and all other rights and remedies that OPIN may have. In case of termination, we may disable your OPIN Account but retain the disabled OPIN Account and the information associated for fraud prevention or other lawful purposes.• Account Deletion and Termination. You may request the deletion of your account by: (1) requesting (by e-mail or through any then-available interface on the OPIN Platform) that your OPIN Account be deleted; or (2) ceasing to use the OPIN Platform and the OPIN Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your OPIN Account, we may disable your OPIN Account but retain the disabled OPIN Account for fraud prevention or other lawful purposes. You may request termination these Terms of Service at any time by requesting by e-mail (or any then-available interface on the OPIN Platform) that your OPIN Account be deleted. OPIN may terminate these Terms of Service at any time by giving notice to you, at our discretion, by e-mail at your current email address on file with us or through the OPIN Platform
License. Subject to your compliance with these Terms of Service, OPIN hereby grants you a personal i.e., only valid for you, revocable, non-exclusive and non-transferable license to use the OPIN Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:• Customers: you may use the OPIN Platform to facilitate payments of Service Payments to Service Providers. You may also use the feedback features of the OPIN Platform to post comments, ratings and reviews of Vendors and Merchants and the Goods and Services they provide;• Merchants: Customers may use the OPIN Platform to facilitate making Service Payments to you and you may track Service Payments made to you via the OPIN Platform by accessing the OPIN Account;• Vendors: you may access the OPIN Platform to: (1) create OPIN Accounts for Merchants who will use the OPIN Platform where such Merchants have consented for you to do so on their behalf; (2) request OPIN Accounts for Troncmaster to implement a Tronc System and / or Vendor Accountants who may use the OPIN Platform to calculate amounts of tax to be withheld from Service Charges paid to Merchants; (3) review ratings and reviews of Venues and Goods and Services posted by Customers; and (4) with OPIN’s permission, copy and paste ratings and reviews of Venues and Goods and Services for public display, including posting on a Vendor’s website or social media accounts;• Troncmasters: you may use the OPIN Platform to implement and operate a Tronc System in accordance with the additional terms and conditions set out in Section  below;• Vendor Accountants: you may use the OPIN Platform to calculate amounts of tax to be withheld from Service Payments paid to Merchants and to arrange for the direct transfer of such amounts from a clearing account held with a Payment Processor to an account held by the Vendor (a “Vendor Account”) for further transfer to HM Revenue & Customs.The activities described above constitute “Permitted Use” as applicable to a specific type of User.Reservation of Rights. OPIN retains the right, at its sole discretion, to deny access to anyone to the OPIN Platform or the OPIN Services, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You shall cease and desist from any such access and use of the OPIN Platform or OPIN Services immediately upon request by OPIN.Geographic Application of the OPIN Platform. The OPIN Platform and/or specific services may not be available at all or any times and in all or any countries. Furthermore, nothing on the OPIN Platform constitutes an offer or solicitation to buy or sell any product or service.Changes to the OPIN Platform. OPIN reserves the right to change (or allow a third party to change) any information, material or content contained on or provided through the OPIN Platform (the “Content”) at any time, and from time to time, without notice.
Through the OPIN Platform, OPIN provides Users with the following services (the “OPIN Services”):• The OPIN Platform connects Customers, Vendors and Merchants with Payment Processors who may provide payment processing and gateway services for making and receiving Service Payments;• OPIN enables Vendors and Troncmasters to create OPIN Accounts for Merchants;• OPIN also enables Vendors to create OPIN Accounts for Venue Accountants so that they may provide for taxes to be withheld from Service Payments paid to individual Merchants;• OPIN permits Troncmasters to create schemes to allocate Service Payments amongst Merchants in accordance with the additional terms and conditions set out in Section  below;• OPIN may provide customer care support to Users; and• OPIN allows Users to access guest reviews and ratings of Merchants and Vendors submitted by Customers.OPIN may provide products or services to Merchants or Vendors through a separate agreement executed with such parties.Any Vendor-related information on the OPIN Platform is content provided by the Vendor and not OPIN, and OPIN is not liable for such content.
OPIN AccountTo use the OPIN Platform and most features of the OPIN Services, Merchants, Vendors, Troncmasters and Vendor Accountants are required to successfully create a user account (the “OPIN Account”) using the OPIN Platform.Making Service PaymentsUsing the OPIN Platform, a Customer can scan the QR Code provided by a Vendor or Merchant to make Service Payments to Merchants via a Payment Processor. After scanning the QR Code, a Customer will be directed to a window requesting that he or she enter the amount of the desired Service Payment. Once a Customer has entered the amount, he or she will have the opportunity to review it and pay the card fees associated with the Service Payment. After a Customer reviews and confirms that the amount of the Service Payment is correct, the Customer may proceed to make the Service Payment. A Customer’s payment card will be charged when he or she makes a Service Payment.Once a Customer has made a Service Payment, the Customer shall not be entitled to change or cancel that Service Payment and shall not be entitled to a refund. If a Customer accidentally makes the same Service Payment twice, the Customer can obtain a refund for the second Service Payment by contacting OPIN via chat, e-mail or the OPIN support phone line provided on the OPIN Platform.
User SupportOPIN may offer support to Users in respect of issues relating to the OPIN Services. Users with any problems, questions or suggestions with respect to the OPIN Platform or the OPIN Services should contact OPIN’s customer support team (and not Merchants or Vendors) via chat (preferable), e-mail or phone at the contact information provided on the OPIN Platform.Payment Processing ServicesPayment processing services for the OPIN Platform are provided by such third party payment processors or gateway service providers as OPIN may choose from time to time (each such service provider, a “Payment Processor”). Depending on the applicable Payment Processor, you may be required to abide by any terms and conditions of such Payment Processors. You agree, understand and acknowledge that you agree to be bound by any such terms and conditions as communicated to you from time-to-time.
Price and PaymentPayment of Service Payments must be made by a Customer with an accepted credit or debit card issued in his or her own name through a Payment Processor (each such payment, a “Card Payment”). A Customer will be charged at the time of making a Service Payment. At the time of making a Service Payment, each Customer represents and warrants that it is using a credit or debit card issued in his or her own name. Each Customer consents to the collection and use of his or her information (including, if applicable, personal information) by such Payment Processors as is necessary to process Service Payments. OPIN reserves the right to add, remove or replace any Payment Processor connected to the OPIN Platform at any time in its sole discretion. Each Customer agrees that the Payment Processor charge his or her payment card for any Service Payment made. Each Customer is responsible for ensuring that all of his or her billing information is current, complete, and accurate.Processing ChargesEach Service Payment will be subject to OPIN Fees and Processor Fees, as described below. When making a Service Payment, a Customer must choose either to:• Pay the OPIN Fee and the Processor Fee (such that no fees are deducted from the Service Payment before it is transferred to the Merchant); or• Deduct the OPIN Fee and the Processor Fee from the Service Payment (such that the Service Payment received by the Merchant is reduced by the amount of the fees).
OPIN and Payment Processor FeesPayments made through the OPIN platform are subject to fees charged by OPIN (“OPIN Fees”) and fees charged by third party Payment Processors (“Processor Fees”) together “Card Fees”.OPIN FeesOPIN Fees are detailed in the “OPIN Fees” section of the OPIN Website available at https://opin.uk/fees. OPIN currently charges a minimum fee of £0.25 / transaction.Processor FeesProcessor Fees vary depending on a number of factors, including:• the Payment Processor OPIN uses for a given transaction; and• the Customer’s card type, card issuer, issuing county, etc.Due to these variables, OPIN cannot calculate the precise Processor Fee in advance of a card transaction. OPIN therefore charges Processor Fees based on an estimation of the fees that are likely to be charged by the relevant Payment Processor. Exclusive of value added tax, these fees are currently:• a fixed fee of up to 20p per transaction; and• a variable fee of up to 2.9% per transaction.OPIN currently uses Stripe and Checkout as Payment Processors. Their fee structures are available at:• https://stripe.com/gb/pricing• https://www.checkout.com/pricing• Https://rapyd.comEach Customer agrees, understands and acknowledges that OPIN engages Payment Processors to facilitate processing of payments, including Stripe and Checkout. Accordingly, a Customer may be required to follow any terms and conditions of such third-party payment processors/gateway service providers, as communicated to you, from time to time.