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MCP Terms and Conditions (Live Access)

GoCardless Limited is a company registered in England and Wales with company number 07495895 and registered office at Sutton Yard, 65 Goswell Road, London, England, EC1V 7EN ("GoCardless", "our", "us", "we").

  1. UNDERSTANDING THESE TERMS

    1. In these Terms, when we refer to "we", "us" or "our", we mean GoCardless and when we refer to "you" or "your" we mean any person that accesses or uses the CLI, MCP, MCP Data and/or the MCP Services.

    2. These terms of use ("Terms") govern your use of our command line interface software tool ("CLI"), our model context protocol software tool ("MCP") and any MCP Data made available thereunder.

    3. These Terms set out your rights and obligations when accessing or using the CLI, MCP, MCP Data and/or the MCP Services.

    4. By accessing or using the CLI, MCP, MCP Data and/or the MCP Services (as applicable) you agree to be bound by these Terms. If you do not wish to be bound by these Terms you should not access or use the CLI, MCP, MCP Data and/or the MCP Services (as applicable).

    5. When certain words and phrases are used in these Terms, they have specified meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of the sentence). When a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks). We also define other words which are referenced in bold in the paragraphs set out below. If one of the defined terms is not defined in this document then the definition will be located in the Definitions Document.

    6. In the event of a conflict between these Terms and the terms of any merchant agreement entered into between you and GoCardless ("Merchant Agreement"), the terms of the Merchant Agreement will prevail to the extent of the conflict. For the avoidance of doubt, the provisions of the Merchant Agreement shall apply in relation to any action you take via the MCP and any action taken by any AI Tool via the MCP, including, but not limited to, creating, retrying, cancelling or refunding a payment or mandate and, for the purposes of these Terms and the Merchant Agreement, all actions taken by an AI Tool (including actions that are executed without a separate confirmation from you) will be deemed to be actions taken by you.

  2. PROVISION OF THE CLI, MCP, MCP DATA AND/OR THE MCP SERVICES

    1. In order to be able to receive the MCP Services you must complete the following set-up process:

      1. download a copy of the CLI and MCP from https://developer.gocardless.com/developer-tools/mcp/ onto your systems ("Customer Systems"), or connect directly to the to the remote hosted MCP;

      2. if you are connecting via the CLI, once the CLI and MCP have been downloaded onto the Customer Systems, you must complete the relevant configuration process which can be found here: Tools: GC CLI - GoCardless Developers and here: https://developer.gocardless.com/developer-tools/mcp/ so that your chosen AI Tool can be successfully configured with the MCP and so that the MCP and the AI Tool can communicate effectively with each other (the "Configuration Process"). For the avoidance of doubt, unless the context otherwise requires, all references to "MCP" in these Terms (when used in the context of the MCP communicating with the AI Tool following the successful completion of the Configuration Process) shall mean the MCP downloaded onto the Customer Systems and in respect of which the Configuration Process has been successfully completed or to which you have connected directly to the remote hosted MCP (as the case may be); and

      3. in order to connect with the MCP (including where you connect via the CLI), you must authenticate via OAuth.

    2. Following the successful completion of the Configuration Process and subject to these Terms, GoCardless grants you or the AI Service Provider a right to be able to send Inputs to the MCP via the AI Tool in order to receive the relevant MCP Data ("MCP Services").

    3. The CLI, MCP and MCP Data are provided free of charge. GoCardless reserves the right to charge in the future.

    4. We aim to keep the CLI and MCP available and functioning at all times. However, access and use may be limited due to maintenance, updates, or technical issues, and we do not guarantee continuous, uninterrupted availability. We reserve the right to suspend, modify, withdraw, or change any part of the CLI, MCP, MCP Data, and/or MCP Services (as applicable) without notice, or in accordance with Applicable Law. You may need to reconfigure the system if such changes occur. We will not be liable for any unavailability or disruptions beyond our control, except as required by law. We may update the CLI, MCP, or associated services at any time.

  3. GENERAL

    1. You are responsible for ensuring that you have and maintain all the hardware and software necessary, including the Customer Systems, to use the CLI and MCP so that you can receive the MCP Services.

    2. You are solely responsible for successfully completing the Configuration Process in accordance with these Terms so that you can receive the MCP Services.

    3. The CLI, MCP, MCP Data, and/or MCP Services (as applicable) are provided strictly for general informational purposes only. They are not intended to constitute, nor should they be relied upon as, professional advice or recommendations. We expressly disclaim any reliance on the accuracy, completeness, or suitability of the information provided, and make no representations or warranties regarding their use for any specific purpose.

    4. We do not guarantee that the CLI, MCP or MCP Data (as applicable) will be secure, uninterrupted, error-free or free from bugs or viruses.

  4. ACCEPTABLE USE

    1. You agree:

      1. that you are solely permitted to enable your AI Service Provider to receive the MCP Data on your behalf and incorporate such MCP Data into any Output;

      2. to co-operate with GoCardless in all matters relating to the CLI, MCP, MCP Data and/or MCP Services (as applicable);

      3. to implement and maintain appropriate technical and organisational measures to protect MCP Data against unauthorised access, alteration, disclosure, or destruction. In the event of a data breach affecting MCP Data, you shall notify us promptly, and in any event within 48 hours of becoming aware of the breach;

      4. to ensure that OAuth tokens used to access the MCP are subject to the same security obligations that apply to Account Details under the Merchant Agreement, and that any action taken via the MCP in an authenticated session using your credentials will be treated as an authorised instruction given by you in accordance with the terms of the Merchant Agreement;

      5. not to use the CLI, MCP, MCP Data and/or the MCP Services (as applicable) in any way that breaches these Terms or any applicable local, national or international law or regulation;

      6. to ensure that any personal data processed via the CLI, MCP, MCP Data and/or MCP Services is processed in accordance with clause 8 (Data Protection) of these Terms;

      7. not to infringe our Intellectual Property Rights or those of any third party in relation to your use of the CLI, MCP, MCP Data and/or MCP Services (as applicable);

      8. not to misuse the CLI or MCP (as applicable) by introducing viruses, trojans, worms, logic bombs, or other material which is malicious or technologically harmful into the CLI or MCP (as applicable);

      9. except to the extent permitted by law, not to modify, decompile or reverse engineer any software or the source code of the underlying software supplied as part of, or in connection with, the CLI or MCP (as applicable);

      10. not to "frame" or "mirror" any part of the CLI or MCP (as applicable) without our prior written consent;

      11. not use the CLI, MCP, MCP Data and/or the MCP Services (as applicable) for any other purposes other than those expressly set out in these Terms;

      12. not to execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the servers of the CLI and MCP (as applicable);

      13. not to copy or otherwise reproduce or re-sell any part of the CLI, MCP, MCP Data and/or MCP Services (as applicable) unless expressly permitted to do so under these Terms;

      14. save to the extent expressly permitted under these Terms, not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the CLI, MCP, MCP Data and/ or MCP Services (as applicable);

      15. not to make alterations or modifications of, the whole or part of any of the CLI, MCP, MCP Data and or MCP Services (as applicable), or permit the CLI, MCP, MCP Data and/or MCP Services (as applicable) or any part of them to be combined with, or become incorporated into, other programs unless as expressly permitted to do so under these Terms;

      16. not to circumvent any technical measures we use to provide and/or secure the CLI or MCP (as applicable);

      17. not to attempt to gain unauthorised access to our computer systems or engage activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the CLI, MCP and/or MCP Data, including to receive the MCP Services (as applicable);

      18. not to copy, archive, store, reproduce, rearrange, modify, download, upload, create derivative works from, display, perform, publish, distribute, redistribute or disseminate all or any part of the CLI, MCP, MCP Data and/or MCP Services unless as expressly permitted pursuant to these Terms;

      19. not to access the CLI, MCP, MCP Data and/or the MCP Services (as applicable) for the purpose of building a product using similar ideas, functions, features, interface or graphics as those found in the CLI, MCP, MCP Data and/or the MCP Services (as applicable);

      20. to hold any necessary licences, certifications and/or qualifications that are required to access and use the CLI, MCP, MCP Data and/or MCP Services;

      21. not to access the CLI or MCP to upload any content or computer code for the purposes of:

      a) causing a breach or override of security to the CLI or MCP;

      b) interfering with the proper working, functionality or performance of the CLI and/or MCP including to receive the MCP Data and/or MCP Services (as applicable); and/or

      c) preventing others from accessing or using the CLI, MCP, MCP Data and/or the MCP Services (as applicable); and

      1. to keep all MCP Data confidential and to protect it against unauthorised access or disclosure.

    2. You shall procure that the AI Service Provider represents, undertakes and warrants that:

      1. it shall use the MCP Data solely for the purposes of incorporating it into the relevant Output;

      2. it shall not use the MCP Data for any purposes other than those described in paragraph 4.2.1 above, including to improve or train any of its AI tools or models (including the AI Tool) or for any other ancillary services;

      3. it shall ensure that, during and after processing, MCP Data remains confidential and protected against unauthorised access or disclosure; and

      4. once the AI Service Provider has received the MCP Data and incorporated it into the relevant Output, the AI Service Provider will immediately delete and destroy any MCP Data from its servers and systems (and certify that it has done so), save to the extent any MCP Data is required to be retained by the AI Service Provider pursuant to Applicable Law, and it further acknowledges and agrees not to use the MCP Data for any further purposes.

    3. You shall be responsible and liable for any failure by the AI Service Provider to keep the MCP Data confidential and protected against unauthorised access and disclosure, or any other breach by the AI Service Provider of the representations, warranties and undertakings set out in clause 4.2.

    AI Tool Acceptable Use

    1. When you are setting up an AI Tool, you will be asked to select what usage the AI Tool is permitted to take on the MCP. The AI Tool may be permitted to "Read" (retrieve or fetch information to inform the AI Tool's response or decision-making without making any Outputs) or to "Read and Write" (retrieve or fetch information to inform the AI Tool's response or decision-making and then making Outputs).

    2. In the following sub-clauses of this clause 4, the following definitions apply:

      1. "Read Tool" means an MCP capability that permits Read functionality only and does not execute any action on your account;

      2. "Auto Tool" means an MCP capability that permits Read and Write functionality which executes an action on your account automatically upon instruction, without requiring confirmation from you; and

      3. "Confirm Tool" means an MCP capability that permits Read and Write functionality which executes an action on your account which, due to its nature or potential impact, requires explicit pre-authorisation from you before the AI Tool may action it autonomously.

    3. The AI Tool may action the following tools:

      1. Read Tools:

        1. Check refund eligibility. The AI Tool can determine whether and how much of a payment can be refunded.

        2. Check payment retry eligibility. The AI Tool can provide information on whether a failed payment can be retried and when.

        3. General read access. The AI Tool can access and retrieve all data available to you via the Dashboard.

      2. Auto Tools:

        1. Create billing requests. The AI Tool can create a billing request and return an authorisation URL for the payer.

        2. Create a plan. The AI Tool can create a subscription template.

      3. Confirm Tools:

        1. Create payment. The AI Tool can create a one-off payment against an existing mandate.

        2. Create a refund. The AI Tool can refund a payment in full or in part.

        3. Retry payment. The AI Tool can retry a single failed payment immediately.

        4. Create a subscription. The AI Tool can set up a recurring subscription against a customer and mandate.

        5. Cancel mandate. The AI Tool can cancel an existing mandate.

        6. Cancel payment. The AI Tool can cancel a payment not yet submitted to the scheme.

        7. Update plan. The AI Tool can update a subscription plan, affecting all future payments created from it.

      4. GoCardless may make additional capabilities available via the MCP from time to time and may update, modify or remove existing capabilities. Where GoCardless introduces or changes capabilities, we will use reasonable endeavours to provide you with reasonable prior notice where practicable, but reserve the right to make changes without notice where required by law, for security reasons, or to protect the integrity of the platform.

    4. Where you connect an AI Tool to the MCP, you warrant, represent and undertake that:

      1. the AI Tool has been properly authorised by you, and the scope of that authorisation is limited to what you have explicitly programmed and pre-approved;

      2. the AI Tool cannot self-modify, expand or otherwise alter its own permissions or scope beyond what you have defined at the point of setup;

      3. all actions taken by the AI Tool under your credentials have been explicitly authorised by you, and you accept full responsibility and liability for any such actions;

      4. any AI Service Provider you connect to the MCP meets reasonable security standards, including compliance with GoCardless's security requirements as notified from time to time, and you will not expose our API to third-party AI systems without our prior written consent; and

      5. your use of the AI Tool complies with all Applicable Laws, and you maintain all necessary records, lawful bases and privacy notices as required in connection with any automated processing carried out by the AI Tool on your behalf.

    5. When you confirm a Confirm Tool action via the MCP, that confirmation constitutes an instruction to GoCardless and has the same effect as an instruction submitted directly via the API or Dashboard. Any provisions of the Merchant Agreement that apply to such instructions given directly via the API or the Dashboard shall also apply to each confirmation of a Confirm Tool action via the MCP. Before confirming any Confirm Tool action, you are responsible for ensuring that the instruction complies with Applicable Law and the Merchant Agreement, and the use of the MCP does not reduce or modify this obligation.

    6. GoCardless reserves the right, without incurring any liability to you, to suspend an AI Tool's access to the MCP without prior notice where it detects or reasonably suspects anomalous behaviour. GoCardless will use reasonable endeavours to notify you promptly following any such suspension.

    7. GoCardless will maintain immutable, timestamped logs of all actions taken via an AI Tool. Such logs will be retained for 30 days and made available to you on your written request.

    8. You bear full responsibility and liability for any action taken by an AI Tool connected under your credentials and all such actions shall be deemed to have been taken by you. The indemnities provided by you to GoCardless under the Merchant Agreement shall apply in relation to any actions taken by an AI Tool connected under your credentials.

    9. Nothing in this clause limits GoCardless's obligations under Applicable Law.

  5. THIRD PARTY APPLICATIONS

    1. The MCP integrates and communicates with the AI Tool. You acknowledge and agree that any AI Tool is not under GoCardless' control (and for the avoidance of doubt, is subject to the terms and conditions between you and the relevant AI Service Provider), and you further acknowledge and agree that GoCardless is not responsible or liable for any AI Tool, including any Inputs or Outputs.

    2. The inclusion or integration with any AI Tool does not imply endorsement by GoCardless of that AI Tool.

    3. You further acknowledge and agree that GoCardless will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use or reliance on any AI Tool, including the provision of any Outputs. Use of any AI Tool and the Outputs created is solely at your own risk.

  6. INTELLECTUAL PROPERTY

    1. GoCardless is the owner or the licensee (as applicable) of all Intellectual Property Rights subsisting in the CLI, MCP and/or MCP Data. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

    2. You are not granted any right to use, and may not use, any of our Intellectual Property Rights other than as set out in these Terms.

    3. Subject to your compliance with these Terms, we grant you a non-transferable, non-sublicensable, non-exclusive, revocable, worldwide, royalty free and fully paid-up limited licence to copy and download the CLI and MCP onto the Customer Systems solely for the purposes of accessing the CLI and MCP to complete the Configuration Process.

    4. Subject to your compliance with these Terms and following the successful completion of the Configuration Process, we grant you a non-transferable, non-sublicensable, non-exclusive, revocable, worldwide, royalty free and fully paid-up limited licence to use, and, subject to paragraph 4.2.4, for the AI Service Provider to use, the MCP Data solely for the purposes of incorporating the relevant MCP Data into the relevant Output.

    5. We may revoke or terminate the licences described in paragraphs 6.3 and 6.4 if you: (i) breach these Terms; or (ii) at our discretion without notice or liability.

    6. Where any MCP Data is incorporated into the relevant Output ("Incorporated MCP Data"), all Intellectual Property Rights subsisting in such Incorporated MCP Data will be retained by GoCardless, and the terms of paragraph 6.7 shall apply.

    7. Subject to your compliance with these Terms, we grant you a non-transferable, non-sublicensable, non-exclusive, irrevocable, worldwide, royalty free and fully paid-up perpetual licence to use the Incorporated MCP Data in order to be able to use the relevant Output.

    8. You grant to GoCardless a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicence, display, publicly perform, transmit, publish, broadcast, translate, make derivative works, and otherwise use and exploit in any manner whatsoever, all or any portion of any Inputs or Outputs (including any derivative works thereof) for any business purposes.

    9. You acknowledge and agree that GoCardless and its licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the CLI, MCP and/or MCP Data any enhancement requests or feedback provided by you, so long as you are not identified in any way as the source of such feedback. For the avoidance of doubt, GoCardless shall not be obliged to implement any such enhancement requests or feedback.

  7. WARRANTIES

    1. You warrant and undertake that:

      1. you are free to enter into these Terms and to perform the obligations imposed on you hereunder;

      2. you shall comply with these Terms and all Applicable Laws in relation to the exercise of your rights and fulfilment of your obligations under these Terms;

      3. you own, or have a licence to use all rights (including Intellectual Property Rights) in the Inputs and Outputs;

      4. the use by us of any Inputs and Outputs in accordance with these Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party; and

      5. you shall not use the MCP Data for any Prohibited AI Practices or in connection with any High-Risk Systems.

    2. The CLI, MCP, MCP Data and/or any MCP Services (as applicable) received by you (including, for the avoidance of doubt, any Outputs) are provided on an "as is" basis. The express terms and conditions of these Terms will apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including implied undertakings of satisfactory quality and fitness for purpose), all of which are excluded to the fullest extent permitted by law.

    3. We do not warrant or guarantee that the CLI, MCP, MCP Data and/or any MCP Services received by you (including, for the avoidance of doubt, any Outputs) (as applicable) are correct, accurate, reliable, error-free, or free from any bias or hallucinations.

  8. DATA PROTECTION

    1. In this paragraph 8:

      1. the terms "Data Controller", "Data Subject", "Personal Data", "Personal Data Breach" and "Process" have the meanings given in the GDPR;

      2. "Data Protection Law" means the laws, regulations or adopted codes of practice applicable to any Service relating to data protection, privacy, security or electronic communications. This may include the GDPR or an applicable local equivalent;

      3. "GDPR" means the General Data Protection Regulation (EU) 2016/679; and

      4. "Regulatory Authority" means any person or body concerned with the creation, enforcement or supervision of, making or compliance with, Data Protection Law and having jurisdiction over GoCardless or you (as applicable).

    2. You and GoCardless act as independent Data Controllers, or the equivalent under Data Protection Law in relation to any Personal Data that you or GoCardless Process in the course of the performance of these Terms. The parties shall comply with their respective obligations under Data Protection Law for the duration of these Terms.

    3. Each party shall not knowingly perform its obligations under these Terms in such a way as to cause the other party to breach any of its obligations under Data Protection Law. Neither party shall be responsible for any consequences resulting from the other party's failure to comply with Data Protection Law in relation to Personal Data that it shares with the other party.

    4. Each party agrees that it will: (a) ensure appropriate technical and organisational security measures are in place to protect Personal Data under its control; (b) transfer Personal Data between jurisdictions only where it has taken appropriate measures to make the transfer lawful under Data Protection Law; (c) notify the other party without undue delay if it receives a request, complaint or other communication from a Data Subject or a Regulatory Authority that is addressed to or intended for the other party, and provide reasonable assistance where required unless prevented from doing so by Applicable Law; (d) notify the other party without undue delay if it is required to notify a Regulatory Authority or data subject under Data Protection Law of any Personal Data Breach in relation to Personal Data processed under these Terms; and (e) provide such information as may reasonably be requested by the other party from time to time concerning the measures that party has taken to ensure compliance with its obligations under these Terms and Data Protection Law.

  9. LIABILITY

    1. Nothing in these Terms excludes or limits our or your liability for:

      1. death or personal injury caused by our negligence;

      2. wilful default or wilful misconduct;

      3. fraud or fraudulent misrepresentation;

      4. any other liability that cannot be excluded or limited by Applicable Law.

    2. Your liability in respect of the indemnity in paragraph 9.6 is unlimited (and, accordingly, all limitations set out in this paragraph 9 will not apply to such liability).

    3. We are not liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

      1. your use of, or inability to use, the CLI, MCP, MCP Data and/or any Services (as applicable); or

      2. your use of or reliance on any MCP Data or Outputs accessed through the MCP.

    4. Subject to paragraph 9.1, and to the extent permitted under Applicable Law we shall not in any event be liable to you for:

      1. any loss of profits, income, revenue, business opportunities, wasted expenditure, loss or corruption of data or information, any failure to realise expected revenues or savings, loss of or damage to goodwill, pure economic loss, or any other economic or pecuniary loss (regardless of whether any of these types of loss or damage are direct, indirect, special or consequential); or

      2. any indirect, special or consequential loss or damage, or any punitive, exemplary or incidental damages,

      in each case even if we were aware of the possibility that such loss or damage might be incurred by you.

    5. Subject to paragraph 9.1, our total aggregate liability, whether in contract, tort (including negligence and breach of statutory duty, howsoever arising), misrepresentation (whether negligent or innocent), restitution or otherwise, arising under or in connection with these Terms shall be limited to £50.

    6. You agree to indemnify, defend, and hold harmless GoCardless and its affiliates, officers, directors, and employees (together the "Indemnified Parties") in respect of any demand, loss, damage, cost, expense or liability (including all legal and other professional costs on a full indemnity basis) suffered or incurred by the Indemnified Parties as a result of: (i) any breach of these Terms; (ii) your misuse of the CLI, MCP, MCP Data and/or MCP Services (as applicable); (iii) any claim that the Inputs and Outputs infringes any rights of a third-party (including any Intellectual Property Rights); (iv) any claims made by any third parties in respect of the CLI, MCP, MCP Data and/or MCP Services (as applicable); and (v) any claim made by any third party relating or arising out of processing of personal data. For the avoidance of doubt, this indemnity shall also apply to any loss, damage, cost, expense or liability incurred by any Indemnified Party as a result of the actions of any AI Tool, including any actions that have been executed without your separate confirmation. This indemnity is in addition to any indemnity provisions you have agreed to in the Merchant Terms and such provisions will apply to any action taken by you or any AI Tool via the MCP.

    7. GoCardless reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with GoCardless in defence of these claims. You agree not to settle any matter without the prior written consent of GoCardless. GoCardless will use reasonable efforts to notify you of any such claims upon becoming aware of it.

  10. TERMINATION

    1. GoCardless may terminate these Terms for convenience at any time and immediately on notice to you. In the event of termination by GoCardless pursuant to this paragraph 10.1, GoCardless shall have no further liability to you.

    2. If you breach any of these Terms, we may immediately do any or all of the following (without limitation):

      1. issue a warning to you;

      2. issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

      3. take further legal action against you;

      4. disclose such information to law enforcement authorities as we reasonably feel is necessary to do so; and/or

      5. terminate these Terms with immediate effect.

    3. We may terminate your access to or use of the CLI, MCP, MCP Data and/or Services (as applicable), or the AI Service Providers access to the MCP Data, immediately upon notice and without incurring any liability to you or to any other person, if:

      1. we determine, acting reasonably, that your use or access of the CLI, MCP, MCP Data and/or MCP Services: (a) poses a security risk to GoCardless, the CLI, MCP or MCP Data or any third party; (b) may adversely impact the availability or performance of the MCP, MCP Data or your ability to receive the MCP Services, or the systems or software of any other customer of GoCardless; (c) may subject us or any third party to any liability; or (d) may be fraudulent or in breach of Applicable Law;

      2. you are in breach of these Terms or any other agreement (including any agreement with the AI Service Provider in respect of your use of the AI Tool);

      3. we detect or reasonably suspect anomalous behaviour by the AI Tool; or

      4. we are required to do so by Applicable Law.

    4. On termination of these Terms for any reason:

      1. subject to paragraph 6.7, you will not (and you will procure the AI Service Provider will not, as applicable) be permitted to use the MCP, MCP Data and/or MCP Services (as applicable), and you shall stop using the MCP, MCP Data and/or MCP Services (as applicable) immediately;

      2. subject to paragraphs 6.7, 6.8 and 6.9, all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the MCP, MCP Data and/or MCP Services (as applicable). For the avoidance of doubt, any licences granted on a perpetual and irrevocable basis shall survive the termination of these Terms for any reason and shall continue in full force and effect;

      3. you must immediately delete all copies of the CLI and MCP from the Customer Systems;

      4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced; and

      5. the provisions of these Terms which by their nature should survive suspension or termination will survive.

  11. CHANGES TO THESE TERMS

    1. We may make changes to these Terms from time to time. Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the MCP and MCP Data including to receive the MCP Services.

    OTHER IMPORTANT INFORMATION

    1. Force Majeure. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic, pandemic or default of suppliers or sub-contractors. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations.

    2. Entire Agreement. These Terms are the entire agreement between us related to the subject matter in these Terms. These Terms replace and supersede any other prior or contemporaneous agreement, representation or discussion, oral or written.

    3. No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

    4. Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

    5. Severance. If any provision, or part of a provision, of these Terms is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Terms, and the legality, validity or enforceability of the remainder of the provisions of these Terms shall not be affected, unless otherwise required by operation of Applicable Law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

    6. Assignment. You shall not, without the prior written consent of GoCardless, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms. We may, at any time, assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms. You shall enter into any further agreements reasonably required by us to give effect to any of the above.

    7. Relationship of the Parties. Nothing in these Terms are intended to, or shall be deemed to, establish or constitute any partnership or joint venture between any of the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.

    8. Notices. Where we need to send you notices under these Terms or in connection with your use of the CLI, MCP, MCP Data and/or Services (as applicable), you acknowledge and agree to receive emails from us. All notices in relation to legal proceedings must be sent to legalnotices@gocardless.com.

    9. For the purposes of these Terms, the following definitions will apply:

      1. "AI Service Provider" means the service provider of the AI Tool with whom you have entered into a separate agreement so that you can access and use the AI Tool;

      2. "AI Tool" means any artificial intelligence based system or agent that you configure to interact with the Customer Systems via the MCP, whether executing actions in response to your prompts or acting autonomously without per-step human approval, that has been successfully configured with the MCP;

      3. "EU AI Act" means Regulation (EU) 2024/1689;

      4. "High Risk System" means any AI system (or any part thereof) which is considered to be high-risk under the EU AI Act (cf. Art. 6 (1)-(3) EU AI Act);

      5. "Inputs" means, following the successful completion of the Configuration Process in accordance with these Terms, any natural language prompt or other material, information or data inputted into the AI Tool by you (or the AI Service Provider) and sent to the MCP in order to generate an Output;

      6. "MCP Data" means any data, information or content made available to the AI Tool via the MCP in response to an Input;

      7. "Outputs" means, following the successful completion of the Configuration Process in accordance with these Terms, any documentation, code, information, data, content, materials, and any other outputs generated by the AI Tool in response to an Input and which includes MCP Data;

      8. "Prohibited AI Practices" means the prohibited AI activities as defined in Article 5 of the EU AI Act or under any other Applicable Law.

  12. GOVERNING LAW AND JURISDICTION

    1. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and you and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).

Terms last updated 10 June 2026

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