Terms & Conditions

Terms & Conditions

General terms and conditions

General Terms and Conditions of Pay-Trade Limited for the Use of the Digital Escrow Service Pay-Trade

As of March 2022


  • 1 Preamble

(1) This contract defines the legal relationship between Pay-Trade Limited (hereinafter referred to as ‘provider’) and the users who use the digital escrow service Pay-Trade located at the website www.pay-trade.co.uk.

(2) The Provider shall provide a web-based user interface (hereinafter referred to as ‘Pay-Trade‘) for construction contract management and escrow-based payment processing that can be used to initiate, track, adjust and complete payment transactions between a client user and a builder/contractor user. As a technical service provider, the provider assumes the design, construction and maintenance of the (technical) infrastructure required for escrow-based payment processing. The provider is not a payment service provider within the meaning of the Payment Services Regulations 2017.

(3) The provider expressly points out that the execution of payment orders is exclusively carried out by our third party escrow service provider TrustShare Limited, 71-75 Shelton Street, Greater London, WC2H 9JQ (hereinafter referred to as ‘TrustShare’), an electronic money institution authorized and supervised in the United Kingdom in accordance with the provisions of the Financial Conduction Authority (FCA). The provider assumes the role of a communicating messenger for the users of Pay-Trade and immediately forwards the instructions/provides a digital portal of the users to TrustShare.

(4) With agreement of the general terms and conditions of the provider, the user also agrees to the TRUSTSHARE conditions (PDF).

  • 2 Registration

(1) The use of Pay-Trade requires a free registration.

(2) Registration is open to any natural person who is at least eighteen (18) years of age and has legal capacity, and to any legal entity.

(3) For the registration the user has to provide a valid e-mail address, a personal password as well as personal data about his person and if applicable about the company. Furthermore, the user has to accept the general terms and conditions and the data protection regulations of the provider.

(4) The data requested during registration must be complete and truthful. Upon successful completion of registration, the Provider shall provide the User with a personal and free Pay-Trade account, which the User may access using the e-mail address and password provided.

(5) For the disbursement of funds held in the escrow account by Trustshare of the User, the fulfilment of money laundering requirements by our payment service provider TrustShare (further details in § 15) is additionally required. Users must identify themselves by presenting the following documents:

For natural persons

  1. Copy of a valid official identity card
    For persons from the United Kingdom, a copy of the identity card (front and back) or passport.

For legal entities

  1. For legal representatives and, if applicable, the beneficiary or beneficiaries from the United Kingdom, copy of the identity card (front and back) or passport.
  2. A certificate of registration or equivalent document not more than three months old which justifies entry in the commercial register of the United Kingdom imposing equivalent obligations in relation to the prevention of money laundering and terrorist financing. This document must confirm the name of the company, its legal form, the address of its registered office and the identity of its members and directors.
  3. Certified copy of the statutes and any resolutions appointing the legal representative.
  4. The Shareholder Declaration of the beneficial owner of the legal entity holding more than 10 % if the interested party has not registered his beneficial owner in the national register or is not subject to this obligation.
    The query will be carried out via an electronic version of the KYC document ‘Shareholder Declaration’, the so-called UBO declaration. In this query, all relevant beneficial owners with a share of capital or voting rights of more than 25% must be named.
  5. In the case of companies not entered in the Commercial Register, a copy of the extract from the Official Gazette or the National Business Register or any other professional association not older than three months which confirms the registration as a trader.

(5) The user must inform the provider immediately of any changes that affect the data provided during registration or, if possible, adjust his Pay-Trade account.

  • 3 Pay-Trade Account

(1) The user is obliged to store the access data (e-mail address and password) in such a way that they are not accessible to third parties. The password must be kept secret and may not be passed on to third parties. If third parties gain knowledge of the password, the user must notify the provider immediately and change his password.

(2) If a user’s password has been used without authorisation by a third party, the user must notify the provider immediately and change his password.

(3) A Pay-Trade account is not transferable and all rights to the Pay-Trade account expire with the death of the user.

(4) The user is responsible for the use of his Pay-Trade account to use the services exclusively in accordance with applicable law and the user contract.

  • 4 Creation of a Pay-Trade Project Agreement

(1) A project is created via the architect or builder account on Pay-Trade.

(2) Once created including the project details, its agreement and attaching any other relevant document or drawing, the project must be agreed by both the Builder/Contractor (Seller) and the Client (Seller) of the project.

(3) Each user has the option to either accept or decline the project.

(4) Once all parties have accepted the project agreement, the documents included and the Pay-Trade fees related to the project, the client (Buyer), this forms the terms for which the escrow arrangement will follow.

  • 5 Creation of an escrow payment

(1) An escrow payment is created via the client’s Pay-Trade account.

(2) Pay-Trade automatically associate the correct Builder/Contractor (Seller) to the escrow arrangement and display this to the Client (Buyer) before any payment is made into the escrow account.

(3) Once the account is opened and a payment is made either online, or via BACS payment, a confirmation email is sent to both the Buyer/Seller by Trustshare.

(4) Depending on the escrow terms, part of all of the deposited amount of money is forwarded to the party entitled to receive the payment (a) after the payer has released it via the Pay-Trade account, (b) after a dispute resolution as per the Trustshare terms and conditions.

(5) The escrow payment can only be cancelled as long as no money has been received on the escrow account. After a receipt of money on the escrow account, the handling of the payment can only be aborted and reversed with the agreement of both parties or by dispute resolution as per the TrustShare terms and conditions.

  • 6 Usage restrictions

(1) Until the verification of a Sellers identity has been completed, no funds can be paid out to the bank account deposited by the user. The verification of the data and documents can take up to 2 working days for natural persons and up to 4 working days for companies if the requested documents have been completely uploaded.

(2) Once the verification is complete, the user will be notified by email from TrustShare.

(3) If abuse, fraud or money laundering is suspected, TrustShare may restrict individual functions (e.g. payment of funds) from the user accounts concerned until clarification has been given, or temporarily block them completely in serious cases of suspicion.

  • 7 Service description

(1) In the course of escrow-based payment processing, the Provider shall in particular provide the following services:

  1. Registration and provision of a Pay-Trade Account
  2. Establishment of a project agreement between all relevant parties to the project.
  3. Payment procedures for the deposit of funds into the escrow account and transfer of payment instructions to our payment service provider TrustShare.
  4. Communication of status changes regarding the payment transaction to the payer and payee.
  5. Historical transaction data.

(2) The Provider shall not be involved in the contractual relationship between the business partners either as an intermediary or as a representative of any party. The provider is also not himself a buyer or seller of goods or services, or a tenant or landlord, but merely a technical service provider. The provider assumes no liability from the basic business of the business partners.

(3) The provider expressly points out that the execution of payment orders including dispute resolution is carried out exclusively by our partner TrustShare. Pay-Trade may be called upon in the event of a dispute to provide any agreement, documentation or online communication between the parties.

(4) The personal data of the contracting parties (surname, first name, address, date of birth, nationality, country of residence) will be electronically transmitted to TrustShare for the deposit and withdrawal of the funds.

(5) Users have no right to retain certain functions of Pay-Trade. The right to use Pay-Trade and its functions and services exists only within the framework of the current state of the art and is at the discretion of the provider.

  • 8 Default in Performance

(1) The provider strives for continuous availability and error-free functionality of Pay-Trade. The user acknowledges, however, that for technical reasons and due to dependence on external influences, e.g. within the framework of telecommunications networks, uninterrupted availability of the Pay-Trade account is not feasible, which is why the user has no right to permanent access. Temporary access restrictions neither grant warranty claims nor a right to extraordinary termination.

  • 9 Runtime; Termination

(1) The user contract runs indefinitely and can be terminated by either party at any time without notice by e-mail or in writing.

(2) Even after termination of this user contract, its provisions shall continue to apply insofar as they regulate the legal relationship between provider and user in connection with an escrow payment not yet completely settled at the time of termination.

(3) The provider may only terminate the contractual relationship with the user in the event of the simultaneous termination of the contractual relationship with TrustShare for the use of Pay-Trade.

(4) The right to terminate for good cause remains unaffected by the foregoing rules.

  • 10 Charges

(1) Registration with Pay-Trade is free of charge Fees only apply upon a release of payment from the escrow account.

(2) The fees are 1.5% of the project amount including VAT, unless otherwise agreed with the Builder/Contractor/Seller. Part of this fee may, at Pay-Trade’s absolute discretion, be shared with any associated architect practice related to the transaction.

  • 11 Pay-Trade liability

(1) Within the framework of this contract, the provider is only liable for damages (a) which the provider or its legal representatives or vicarious agents have caused intentionally or through gross negligence or (b) which result from injury to life, body or health through a breach of duty by the provider or one of its legal representatives or vicarious agents.

(2) In the cases referred to in paragraph 1, letters (a) and (b), the amount of the liability of the provider shall be unlimited. Otherwise, the claim for damages is limited to the foreseeable, contract-typical damage.

(3) In cases other than those mentioned in paragraph 1, the liability of the provider is excluded regardless of the legal grounds.

(4) The liability regulations in the above paragraphs also apply to a personal liability of the organs, employees and vicarious agents of the provider.

(5) If a liability under the Product Liability Act from the assumption of a guarantee or due to fraudulent misrepresentation comes into consideration, it remains unaffected by the foregoing liability provisions.

  • 12 Anti-money laundering and anti-terrorist financing legislation

(1) TrustShare is subject to all United Kingdom anti-money laundering and anti-terrorist financing legislation.

(2) At the request of the provider, the user is obliged to provide TrustShare with the necessary information and documents for the fulfilment of its money laundering obligations and to notify the provider immediately of any changes that occur in the course of the contractual relationship.

(3) In accordance with the provisions of United Kingdom legislation relating to the involvement of financial institutions in the prevention of money laundering and the financing of terrorist acts, TrustShare must inform the user of the origin, subject matter and destination of the transaction or the opening of the account during each transaction or business relationship. Furthermore, the user must exercise all due diligence necessary to establish the identity of the user and, where applicable, the beneficial owner of the account and/or the transactions associated therewith. The User undertakes to comply with all due diligence obligations that enable TrustShare to carry out a thorough verification of the transaction, to inform him of any exceptional transaction that differs from those usually registered under this Agreement and to provide him with the required documents or information of any kind.

(4) The user acknowledges the right of TrustShare to terminate or suspend at any time the use of a user identification, account access, execution of a transaction or refund in the absence of any element sufficient to provide information about his subject or nature. The User is hereby informed that any operation carried out under this Agreement may be subject to the right to information from the National Financial Reporting Authority.

(5) The user may, in accordance with the rules, access any information communicated in this way, provided that such access does not compromise the objective of preventing money laundering and terrorist financing, in so far as it concerns data relating to the applicant.

(6) TrustShare, its directors or employees who in good faith have reported a suspicion to the National Authorities may not be the subject of any civil or disciplinary action.

  • 13 Final provisions

(1) Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

(2) If a clause of these conditions should be ineffective, this does not affect the validity of the other clauses. If a clause of these conditions is ineffective only in one part, then the other part retains its validity. The parties are obliged to replace an ineffective clause with an effective replacement clause that comes as close as possible to the economic purpose of the ineffective contractual condition.

(3) Amendments to the present contract are only effective in individual cases if they have been agreed in writing or in text form (e.g. by e-mail).

(4) All contracts with the provider can only be concluded in English. The contract texts are not stored by the supplier.

(5) The most recent signed agreement between parties for a Pay-Trade Project hereby uploaded to Additional Documents shall take precedence over Pay-Trade’s Building Contract.