Terms of Service

Version 1.0 · Last updated 31 May 2026

These terms govern your use of the Vcents service. They form a binding agreement between you (the merchant or business user, “you”) and OVER THE EEM SERVICES LTD (company number 17225231), trading as Vcents (“we”, “us”). Please read them carefully.

Important regulatory notice. Vcents is a pure technology pass-through. We are not authorised by the Financial Conduct Authority (FCA), we are nota payment institution, and we have no intention of becoming one. Payment initiation is performed end-to-end by our regulated partners (TrueLayer Limited and Yapily Connect Limited) under their own FCA authorisation. We never receive, hold, or control your money or your customer's money at any point. See Section 3 for the full regulatory position.

1. Contents

2. Parties and definitions

In these terms:

  • Vcents, we, us— OVER THE EEM SERVICES LTD, registered office 58 Southstand Apartments, Highbury Stadium Square, London, England, N5 1EY.
  • Merchant, you— the business that signs up and uses Vcents to request or send payments.
  • Payer— an end customer who is requested to pay the merchant via a Vcents-generated link.
  • PISP— a Payment Initiation Service Provider authorised under the Payment Services Regulations 2017 (PSRs 2017). We integrate with TrueLayer Limited (FCA FRN 793171) and Yapily Connect Limited (FCA FRN 827001).
  • Service— the Vcents WhatsApp bot, our website, our APIs, our receipt URLs and anything else we make available under the Vcents name.

3. Eligibility

To use Vcents you must:

  • be a business based in the United Kingdom (sole trader, partnership or limited company);
  • be at least 18 years old (or in the case of a company, be represented by someone who is);
  • have a UK bank account in the business's name capable of receiving Faster Payments;
  • not be subject to UK or international sanctions, and not appear on the UK Treasury consolidated sanctions list; and
  • not be using Vcents on behalf of someone else without our written agreement.

3. Regulatory status (please read)

Vcents provides a software interface that lets you ask for a payment over WhatsApp. The regulated payment activity itself is performed by an FCA-authorised PISP. We sit outside the FCA perimeter; the regulated entity in every payment flow is the PISP.

  • We are not a payment institution and do not intend to become one. We are not authorised under the Payment Services Regulations 2017 or any other UK financial-services regime. We do not hold and are not seeking FCA authorisation in our own right or as a registered agent of either PISP.
  • We never hold or touch client money.Funds move directly from the payer's bank account to your bank account under the PISP's authorisation. We have no access to, custody of, or control over either account. We do not operate a safeguarded account, an e-money wallet, or any other form of payment account.
  • We operate as a Technical Service Provider. Our role is the kind described in Article 3(j) of PSD2 (and PERG 15 of the FCA Handbook): we provide the technology that supports a regulated activity carried out by someone else, without ourselves engaging in any regulated activity.
  • The PISP handles the regulated leg.When you initiate a payment, the actual payment-initiation request to your customer's bank is made by TrueLayer or Yapily as the authorised PISP. The legal authorisation of the payment sits between the payer and the payer's bank under the PSRs 2017.
  • Disputes about the payment itself.Where a regulated payment fails, is unauthorised, or is otherwise disputed, the PISP's end-user terms govern that relationship and any complaint may also be escalated to the Financial Ombudsman Service (FOS) against the PISP. See Section 15.

4. What Vcents does

The Service lets you, via a WhatsApp conversation with our bot:

  • request a payment from a customer by entering their name + phone number and an amount, and have Vcents send them a tappable Open Banking payment link;
  • initiate a payment out from your bank to a third party by providing the payee's name, sort code, account number, and an amount;
  • see the status of your pending and completed payments;
  • receive an image receipt for each successful payment.

Vcents uses an AI assistant (Anthropic Claude) to interpret your messages and draft replies. The AI never moves money on its own. Every payment requires your explicit confirmation in WhatsApp (typically by tapping a confirmation button) before any request is sent to a PISP. You are responsible for reviewing each request before confirming.

5. Your account, PIN and credentials

  • You are responsible for the security of your WhatsApp account and any device that can receive Vcents messages. We will treat any message from your registered WhatsApp number as coming from you.
  • You can set a numerical PIN to gate higher-value payments. You must keep this PIN secret. We store it as a salted bcrypt hash and never see its plain value.
  • Tell us as soon as you can if you suspect that your account, PIN, or WhatsApp number has been compromised, by emailing support@vcents.app.

6. How payments work

6.1 Inbound (you request a payment from a customer)

  • You ask Vcents to request an amount from a named customer.
  • Vcents creates an invoice record and asks the PISP to set up an Open Banking payment authorisation.
  • We send the customer a WhatsApp message with a tappable “Pay securely” link.
  • The customer authorises the payment inside their own bank's app (Strong Customer Authentication applies).
  • The PISP's webhook tells us the payment status; we update the invoice and send you a receipt image when it lands.

6.2 Outbound (you pay an external account)

  • You tell Vcents who you want to pay, the amount, and the sort code + account number.
  • Vcents shows you a confirmation card; high-value payments may require your PIN.
  • Once you confirm, the PISP initiates the payment from your bank.
  • You authorise inside your own bank's app and the payment settles bank-to-bank.

6.3 Currency and limits

All payments are in pounds sterling (GBP). Limits are set by your bank, the PISP, and UK Faster Payments. We do not impose our own limit but we may reject a request that appears unusual, fraudulent, or non-compliant.

7. Your customers' data

When you ask Vcents to message one of your customers, you supply us with that customer's personal data (their name, phone number). For that data:

  • You are the data controller. You decide whose details to share with us and for what purpose.
  • We act as your processor and process that data only to deliver the messages and receipts you have asked us to send, and as otherwise described in our Privacy Policy.
  • You warrant that you have a lawful basis under UK GDPR to share that data with us (in most cases this will be the legitimate interest of collecting payment from your own customer, or the performance of a contract with them) and that the customer has been informed of this in line with UK GDPR Article 14.
  • You will obtain any consent required under PECR before having us message the customer about anything other than the specific payment they are expecting.
  • You will respond to data-subject requests from your customers in respect of that data. We will support you where reasonable.

If this section is inconsistent with the description of roles in our Privacy Policy in respect of customer data, this section prevails.

8. Fees and billing

Vcents is currently free to use during our pilot phase. We will give you at least 30 days' notice in WhatsApp and by email before introducing fees, and you will be free to stop using the Service before any fee applies.

When fees are introduced, all amounts will be quoted in GBP and exclusive of VAT (unless stated otherwise). We will issue a VAT invoice for each billing period.

9. Acceptable use, AML and sanctions

You agree not to use Vcents:

  • for any activity that is illegal under UK law, or that breaches sanctions or export-control rules;
  • to facilitate money laundering, terrorist financing, or any predicate offence;
  • to harass, defraud, or impersonate any person;
  • to request payment for goods or services you do not intend to provide;
  • to send unsolicited marketing messages in breach of PECR;
  • to test, probe, or scan our infrastructure other than under a written authorisation from us;
  • to reverse-engineer, decompile, or attempt to derive the source code of any part of the Service.

We may suspend or terminate your access immediately and without notice if we reasonably believe you have breached this section, or if our PISPs or Meta direct us to. We may also be required to file a Suspicious Activity Report (SAR) and may not be able to tell you that we have done so.

10. Receipts and intellectual property

We own all intellectual-property rights in the Service, the Vcents brand, our software, and the design of our receipts. You receive a non-exclusive, non-transferable, revocable licence to use the Service in line with these terms.

Each receipt is hosted at a unique short URL on vcents.vercel.app/api/receipt/<id>. The URL is unguessable but not authenticated: anyone who has the URL can view the receipt. Treat receipt URLs as you would treat the receipt itself.

11. Availability, changes and suspension

We don't guarantee uninterrupted availability of the Service. We may modify, update, or temporarily suspend any part of it for maintenance, security, or operational reasons. We will try to give reasonable notice where we can.

We may also suspend your access where required by law or by our PISPs, or where we reasonably suspect fraud, abuse, or a breach of these terms.

12. Limitation of liability

Nothing in these terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be limited or excluded under UK law.

Subject to that:

  • We provide the Service “as is” and to the fullest extent permitted by law exclude all implied warranties (including satisfactory quality and fitness for a particular purpose).
  • We are not liable for any loss arising from the regulated payment leg performed by a PISP (including failed, delayed, or unauthorised payments) — those sit between you, the payer, and the relevant PISP under its end-user terms.
  • We are not liable for losses caused by WhatsApp / Meta service outages, your customer's bank, or other third parties outside our control.
  • Our total aggregate liability to you in any 12-month period, in contract, tort (including negligence) or otherwise, is capped at the greater of (a) the fees you have paid us in that period or (b) £100.
  • We are not liable for indirect, consequential, or special losses; loss of profit, revenue, goodwill, or business opportunity; or loss or corruption of data.

13. Your indemnity

You agree to indemnify us and keep us indemnified against any losses, damages, costs (including reasonable legal fees), claims or proceedings arising out of your:

  • breach of these terms;
  • misuse of customer data or breach of UK data-protection or PECR law in respect of your customers; or
  • fraudulent, illegal, or unauthorised use of the Service.

14. Termination

Either of us may end this agreement at any time by giving the other notice in writing (an email to the address on file is enough).

We may terminate immediately without notice if you breach these terms, become insolvent, or if we reasonably believe your continued use would expose us to legal, regulatory, or reputational risk.

On termination, your access to the Service ends. We will retain personal data for the periods set out in our Privacy Policy. Sections that by their nature should survive termination (including liability, indemnity, governing law) will do so.

15. Complaints

If you have a complaint about Vcents, please email support@vcents.app. We will acknowledge your complaint within 3 business days and aim to give you a substantive response within 15 business days.

If your complaint relates to a regulated payment— for example a payment that failed, was unauthorised, or was processed incorrectly — that is the responsibility of the PISP that initiated it. You should raise it with TrueLayer or Yapily as appropriate, and if you are not satisfied you may be able to escalate to the Financial Ombudsman Service (FOS):

  • Financial Ombudsman Service, Exchange Tower, London E14 9SR
  • Phone: 0800 023 4567 (free from most landlines and mobiles)
  • Website: financial-ombudsman.org.uk

Because Vcents is not FCA-regulated and is not going to become regulated, complaints purely about the Vcents software (as distinct from the regulated payment) are not eligible for FOS escalation. We will however do our best to resolve them directly.

For data-protection complaints, see Section 18 of our Privacy Policy.

16. Notices

We will send you notices via WhatsApp to your registered number, or by email. You may send us notices by email to legal@vcents.app, or by post to our registered office.

17. General

  • Assignment. You may not transfer your rights or obligations under these terms without our prior written consent. We may transfer ours to a successor entity (e.g. on a sale of our business), giving you reasonable prior notice.
  • Severability. If any part of these terms is found to be unenforceable, the rest will remain in force.
  • No waiver. A failure to enforce any part of these terms is not a waiver of the right to do so later.
  • Entire agreement. These terms (with the Privacy Policy and any written variations we agree) form the entire agreement between us.
  • Third parties. Except for our PISPs (TrueLayer and Yapily) where relevant, no third party has any rights to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
  • Changes. We may change these terms from time to time. Material changes will be notified to you at least 14 days in advance via WhatsApp and email. Continued use of the Service after a change takes effect constitutes acceptance.

18. Governing law and jurisdiction

These terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with them is subject to the exclusive jurisdiction of the courts of England and Wales, save that any mandatory consumer-protection rights of a payer in another UK nation are preserved.

19. End-customer notice (information for payers)

This section is for the customer (the payer) who receives a Vcents payment link. It is provided in plain English so you know what you're tapping.

  • The merchant you know (e.g. your hairdresser, plumber, or cleaner) is asking you to pay them via Vcents. Vcents is the software that delivered the link — nothing more. Vcents is not a bank, is not regulated by the FCA, and does not handle or hold your money.
  • When you tap “Pay securely”, you will be redirected to your own bank's app or website to authorise the payment using Strong Customer Authentication.
  • The actual payment is initiated by an FCA-authorised Payment Initiation Service Provider (TrueLayer Limited, FCA FRN 793171 — or Yapily Connect Limited, FCA FRN 827001), not by Vcents.
  • Vcents never sees your card number, online-banking login, or PIN.
  • Money moves directly from your bank account to the merchant's, using UK Faster Payments. Vcents never receives, holds, or controls your funds.
  • If the payment fails, is unauthorised, or goes wrong, contact your bank first. You can also raise it with the PISP or the merchant. Unresolved regulated-payment complaints may be escalated to the Financial Ombudsman Service against the PISP.
  • To understand how your personal data is handled, read our Privacy Policy. To raise a privacy concern, email privacy@vcents.app.

OVER THE EEM SERVICES LTD · Company number 17225231 · Registered office: 58 Southstand Apartments, Highbury Stadium Square, London, England, N5 1EY