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E-MONEY & PAYMENT SERVICES TERMS OF USE

These are E-MONEY & PAYMENT SERVICES TERMS (“Terms”​) between Ecommerce Technologies LTD (“Company”, “PAYDO”), company number 10844998, registered office located at Cambridge House, 16 High Street, Saffron Walden, Essex, CB10 1AX, the United Kingdom, acting on the territory of the United Kingdom and the EEA countries as an Authorised Electronic Money Institution permitted to issue e-money and provide payment services (reference number: 900916 on the FCA register https://register.fca.org.uk/), and the e-money holder and/or payment services user (“You”), which constitute a public offer and shall be legally binding mutual agreement.

Please read carefully these Terms as well as the Privacy Policy that is an integral part of these Terms, before using PAYDO. If You wish to be a PAYDO’s user You must first agree to these Terms, Privacy Policy and Cookies Policy in their entirety. If you disagree with these Terms, or Privacy Policy, or Cookies Policy, or if you are not legally authorized to do so, please do not use PAYDO. The Terms shall be deemed accepted by You upon your Account registration with the Company and checking the respective box “I have read and agree to the Terms”.

DEFINITIONS

In these Terms, unless clearly inconsistent with or otherwise indicated by the context:

“Account” ​means a virtual space that the Company establishes on its Website for You by means of software, intended for the Company’s Services use, the access to which is provided for You automatically upon Your successful registration, identification, verification and these Terms acceptance.

“Bank Account” ​means a linked bank account (or, where applicable, e-wallet account) that You should specify when providing Your data during the registration procedure, in order to receive Your payouts (where applicable).

“Card Organization”​ means Visa, Mastercard, any ATM or debit network, other financial service card organization(s).

“Chargeback” means the client initiation of funds return, when these funds have already been deducted from the client’s account, as a result of a relevant payment.

“Company​​Website”​ means https://paydo.com/en/

“Customer” / ”You”​ means any user of PAYDO E-Money products and/or payment processing and acquiring services (whichever is respectively used by the Customer, including the Merchant) offered by the Company through its Website.

“E-Money” means electronic money, which is the prepaid monetary value stored electronically and issued on receipt of funds for fulfilling payment transactions and associated with the Customer’s Account.

“E-Wallet” means a registered pre-paid electronic money account where the value issued in e-money is stored and can be accessed through the Company Website.      

“GDPR” means General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016.

For the purpose of EU GDPR compliance, certain categories of the natural persons’ data are collected, processed and stored only subject to the legal basis within the meaning of the Article 6 of the GDPR.

“Intellectual Property”​ means all of the following owned by a party: registered and unregistered trademarks and service marks and trade names, and goodwill associated therewith; patents, patentable inventions, computer programs, and software; databases; trade secrets and the right to limit the use or disclosure thereof; copyrights in all works, including software programs; domain names.

“KYC” means Know Your Customer procedures and requirements for knowledge of and information on customers of regulated entities or for regulated activities.

“Merchant”​ means an internet retailer or any other person, a legal entity and/or an individual, who sells goods or services on its website and accepts cards and/or other payment methods and instruments.

“Personal Data” means information relating to an identifiable legal or physical entity, including information relating to the E-Money holder and/or payment services user sensitive/confidential data, card details, gender, nationality, date of birth, education, ID number, telephone number, email, postal or street address, financial, criminal or employment history.

“Refund”​ means a refund made by the Company through the Account registered on the Company Website (or through the Merchant’s API access, where applicable).

“Reversal”​ means any payment that the Company reverses to You.

“Services” means the services offered by the Company as stipulated in Section 2 hereof.

“Transaction” means a payment under the Terms; also, a transfer of E-Money from/to the E-Wallet.

1. EFFECTIVE​ ​DATE

1.1. These Terms become effective upon Your ticking the appropriate check-box about having read and agreed to the Terms on the Company’s Website​. Respectively, as amended, since the Terms may be updated or amended (including exhibits/supplements hereto, where applicable) if and when necessary, the effective date of the updated version will be the date of Last Update posted on the Website (if not specified otherwise).

2. PAYDO SERVICES: E-MONEY PRODUCTS AND PAYMENT ACQUIRING

2.1. The Company provides services enabling cash placement and withdrawal, e-money issue, and execution and acquiring of payment transactions. PAYDO offers e-money products and processing & acquiring services through its platform that can be used by both E-Money holders and payment services users, including Merchants.

2.2. E-money issued by PAYDO and provided to You are stored in the e-money digital wallet arranged by PAYDO as a payment solution, after the E-Money is credited to the balance in exchange for funds remitted. Also, E-Money products provided by the Company allow You to send, receive, make electronic payments, as well as to place and transfer money, to top up (fund) cash through ATMs (where applicable), and to pay for goods and services purchased. The Company can generate a paper draft or an electronic money remittance to settle the proceeds of payment card Transactions.

2.3. In terms of payment acquiring, PAYDO can provide only a technical solution in some cases. Where applicable, under such circumstances our partner in financial/payment services is responsible for acquiring services, transactions processing and related settlements conduct. If and when serving as a Payment Facilitator, we enter into agreements with the network(s), the processor(s) and the acquirer(s), including our current acquirer. When these parties have other and/or additional requirements, we will inform You about that.

2.4. The Services available to You through the Company’s software enable the Services’ use through the web and mobile application(s).

3. ACCOUNT OPENING

3.1. The Company provides the Services through the PAYDO Account registered by You on the Company Website, which can be used for E-Money transactions and/or for the Merchant’s receipt of payments from its customers for its products or services.

3.2. To open an Account, You shall undergo registration procedure, as well as the identification & verification procedures as stipulated in the Customer Identification Section of these Terms. During the registration, to open an Account You are obligated to accept these Terms and provide Your Data for collection and processing to enable the Company to perform its duties as an e-money institution and payment services provider, including its regulatory, AML/CTF and KYC duties. 

3.3. The Company provides You with the description and algorithm of actions in Your PAYDO Account on the Company’s Website in order to use the Company Services and functioning of the Account.

3.4. The Company provides its API, software and all the deliverables associated with the software provision and the Merchant, on its own, installs and integrates the Company’s API and related software based on the Company’s instructions and in compliance with the Company’s rules. The Company will do whatever is necessary to correct and adjust the software provided in case of any failure thereof to operate appropriately, provided that the Merchant has complied with the prerequisite conditions and used the Service in accordance with the provisions of the Terms.

3.5. Under certain circumstances, as a security measure, the Company may restrict Your access to PAYDO Website and Account from one or several IP addresses, until such circumstances clarification.

3.6. You should cooperate with the Company to look into, disclose and eradicate illegal and fraudulent transactions, whenever applicable.

3.7. In addition to the Account use restrictions envisaged by the Terms, the Merchant shall not make or accept payments for such services and/or products which may be periodically determined by the Company, as well as illegal downloading of products which violate the intellectual property (IP) rights of the third parties and/or offer other products and/or services which are forbidden by applicable legislation.

3.8. The Company reserves the right to refuse any request to open an Account. You will be notified of such decision but we reserve the right not to notify You of the reason of such decision, and the Company will not be liable for any compensation in that regard.

Also, the Company may request any information or additional evidence from You before carrying out any transaction, withdrawal, refund or product purchase. Without giving a reason or the right to compensation, the Company reserves the right to unilaterally and at its own discretion, suspend or cease the Services provision, in case the Company considers that the associated transaction(s) is(are) suspicious and/or linked to the illegal incomes legalization, terrorist activities sponsorship, fraud and/or other illicit and criminal practices.

3.9. You bear full responsibility for the provision of Your data and confirming records/information and You warrant these to be true.

3.10. If Your Account is not used or is requested to be terminated, it will be closed, in accordance with the terms of termination as stipulated in the Account Closure Section.

3.11. You are legally deemed as having full capacity, are of sound mind and are at least 18 years old. In order for You to prove Your capacity and/or age, the Company reserves the right to request any other additional data from You.

4. CUSTOMER​IDENTIFICATION

4.1. You will provide the required ID documents as appropriate during the on-boarding procedure, as part of the registration procedure.

4.2. The Company may establish an Account for You upon completion of the registration and prior to the verification of Your identity. You agree to comply with any and all Company’s reasonable requests and necessary requirements for further information.

4.3. You authorize the Company to make any inquiries or take any actions the Company considers necessary to validate Your identity, and verify information that You have provided to the Company.

4.4. The Company may set additional requirements for Your identification without notifying You.

4.5. In the event that You fail to provide additional information, as requested by the Company or the Company is unsuccessful in receiving satisfactory information to verify Your identity, the Company reserves the right to terminate these Terms and cease to provide access to the Company Account and Services.

4.6. Prior to the Services provision under these Terms, the Merchant undertakes to provide the Company with an accurate website(s) to be operated by the Merchant with the help of the Company Services, as well as the description of factual goods or services sold on these websites. Once the Merchant changes the products/services that it offers through the website(s) declared to the Company, the Merchant has to immediately notify the Company of such changes. No amendments shall be allowed to such website declaration without prior written consent of the Company.

4.7. Services will be provided by the Company only if they conform with requirements of the Company, the requirements of the Card Organisations, and the requirements of the Terms.

4.8. Please, be noted that the Company, or its Acquirer, may consider and decide that You will not be permitted to be onboarded and use the Company Services.

4.9. The Company shall protect confidentiality of Your identification data.

4.10. You shall safely store any information and/or equipment, where applicable, and access codes necessary for using Your PAYDO Account. You shall not disclose this information to any third party.

4.11. In the event of identification data loss, You shall immediately notify the Company, on the basis of which the Company will restrict or cancel electronic services on Your PAYDO Account, and/or undertake other corresponding measures to keep it safe and secured.

5. PERSONAL DATA PROTECTION / GDPR, DATA​ ​SECURITY​ ​COMPLIANCE

5.1. You acknowledge that the Company payment solution involves the setting-up of computerised files containing the users’ personal data.

5.2. You grant the Company a right to use Your data concerning PAYDO Services, the information gathered in connection with the legal obligations relative to the prevention of Money Laundering / Terrorist Financing, as well as any other necessary information for the Company to comply with all its legal obligations.

5.3. You consent to the Company collecting Your Personal Data from You and where lawful and reasonable, thereupon considering the GDPR rules where it concerns the natural person’s data, from public sources for credit fraud and compliance purposes, as well as for the purposes set out below.

5.4. Where the Merchant gives the Company the Personal Data about or on behalf of another person (its customers), it confirms that it is authorized:

●     to give the Company the Personal Data;

●     to give consent, on another person’s behalf, to the processing of the Personal Data, specifically any cross-border transfer of Personal Data into and outside the country where the products or services are provided.

5.5. Where applicable, the Company will have a right to pass its Customers’ data to its subcontractors and partners when this data is necessary for the Company to fulfil its obligations under these Terms and for its business activity.

5.6. According to the EU GDPR, for all individuals who are the subjects of personal data, each Party must carry out the necessary measures to inform them about the information collected and processed, and the rights of data access and rectification. The length of the period of personal data retention must be assessed in the light of the data processing purpose.

5.7. The Merchant agrees to comply with applicable data privacy and security requirements under the EU GDPR, as well as the PCI DSS (Payment Card Industry Data Security Standards) of the Card Organizations with regard to the Merchant’s use, access, and storage of certain credit/debit cards data.

5.8. Additionally, the Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of information of e-money holders and/or payment services users. 

5.9. With respect to all the customer’s data and/or Personal Data that is owned by the Merchant, the Merchant hereby grants the Company a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use the customer’s Data and/or Personal Data for the following purposes:

●     providing the Company’s Services;

●     complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws (where applicable);

●     any other purpose, for which consent has been provided by the Merchant’s customer.

6. THE AUDIT

6.1. The Company may, at any time and in its sole discretion, carry out audits in order to ensure that its Services are used appropriately.

6.2. This audit may be carried out by the Company internal auditing service or by an outside firm subject to professional secrecy. Subject to prior notice, the Company shall advise the Merchant in writing of its intention to carry out an audit on the premises or based on provided documents.

6.3. Any outside firm shall be previously approved by the Merchant. The Merchant can refuse an external firm only for conflict of interests reason, if any. If an external firm is refused, the Company will appoint another one. The fees of the audit will be at the expense of the Company.

6.4. If the audit conclusions contain recommendations to modify or enhance the rules and procedures, the Merchant shall organise such recommendations implementation.

6.5. The parties agree that in any event the auditing procedure or its non-implementation does not in any way exempt the parties from compliance with their contractual obligations.

7. TRANSACTIONS EXECUTION

7.1. A Transaction shall be considered to be authorised only after You have given consent to execute the Transaction in such form as may be specified in the instructions provided depending on the means used to give a Transaction request/order to the Company.

7.2. Unless the Company is prohibited by law from doing so, the Company reserves the right to execute Transaction requests given by You only when all the conditions set out in these Terms are fulfilled.

7.3. You have to be extra careful when providing the necessary information required when transferring the funds.

7.4. When You send or receive funds from/into Your PAYDO Account to/from any parties, this will be displayed in Your Transaction history. You should regularly check the Transaction history and reconcile incoming/outbound Transactions with Your own records. You are aware of and hereby accept the existence of a Log recording the operations generated through the Services use and maintained by the Company. The Log will only be shared with the competent authorities upon written request thereof, where applicable.

7.5. The Company will execute transactions to provide money remittance from/to Your PAYDO Account if there is sufficient balance available, including any applicable Fees, taking into account other requests/orders received by the Company, even if such requests/orders have not been yet executed.

7.6. If You have a negative balance in Your PAYDO Account for any reason whatsoever (where applicable), You agree that the outstanding balance will be a debt owed by You to the Company.

8. LOADING / RELOADING FUNDS INTO THE E-WALLET

8.1. The Company may require You to undergo some procedures to ensure proper authorisation of a loading/reloading transaction. Your PAYDO E-Wallet will not be loaded/reloaded until cleared funds are received by the Company and the necessary procedures and relevant checks have been carried out to the Company’s satisfaction.

8.2. To reload Your Account, You have to log in through the Company’s Website by using your Account details and follow the relevant instructions. Should the Company’s instructions or these Terms be violated or non-complied, the Company does not guarantee the use of the E-Wallet service and it is at the Company’s discretion to discontinue this service at any given time.

8.3. You are obliged to reload Your PAYDO E-Wallet with no delay when it has a negative balance as a result of Chargeback fee or a Reversal of loading transaction or any other reason. Failure to do so is a breach of these Terms. The Company reserves the right to suspend Your PAYDO E-Wallet in case of a delay to an immediate repayment of a negative balance in Your Account. The Company also reserves the right, at any time, to send You reminders or to take other debt collections measures. In the case that any extra charges have been incurred in connection with any debt collection or enforcement measures the Company reserves the right to charge You related extra fees.

8.4. You should be aware that loadings/reloadings may be subject to loading/reloading limits due to security and legal requirements. These limits depend on Your verification status and the loading/reloading method that You want to use.

8.5. You must not load/reload Your PAYDO E-Wallet through a credit or debit card or other payment instrument or a payment account if You are not the named holder of that payment instrument or account. Any attempt to use a payment instrument or account of which You are not the named holder will be treated as a fraudulent act and violation of these Terms. Without prejudice to claiming further damages, if the Company is required to return funds loaded/reloaded from a payment instrument or account that is not in Your name, the Company may charge an additional fee.

8.6. You accept and agree that when You load/reload Your PAYDO E-Wallet in any currency other than specifically applied currency (e.g., GBP), there may be a conversion into that specifically applied currency at the exchange rate applied by the Company (the Company’s service bank/financial institution, if applicable). You accept that such conversion shall be entirely at Your own cost and risk.

8.7. Where applicable, if the E-Wallet is chosen as a payment method (e.g., apart from credit/debit card) for settlements between the Merchant and its customers, any payments accepted from the Merchant’s customers through their e-wallet shall be immediately transferred to the Merchant’s E-Wallet (to be stored therein and accessed therefrom). Where applicable, in case that the Merchant’s customer has an E-Wallet/Account with the Company, such customer must undergo the same registration, identification and verification procedures as any Company Services’s user. 

9.​ TRANSACTIONS CANCEL

9.1. You may cancel any Transaction.

9.2. If You desire to cancel any Transaction and Refund the Transaction amount, You must inform the Company thereon in writing by email or using its program interface on the Company’s transaction data recording system.

9.3. The notice should include information on the initial Transaction, as well as the Transaction identification code/number data.

9.4. The Company is entitled by informing You to unilaterally decline any suspicious or fraudulent Transaction and refund the Transaction amount. In such case, as and where required by law, the Company shall report a fraudulent Transaction to the competent authorities.

10. REFUND AND CHARGEBACK

10.1. If You wish to request a refund or cancellation of payment (“Refund Request”) in relation to a certain Transaction, You shall promptly notify the Company about such Refund Request and also notify the Company as to whether You agree to process such Refund Request. If so, the Company will proceed accordingly.

10.2. For the Merchant:

If the Merchant receives a request from its customer for a “Refund Request” in relation to a certain Transaction, the Merchant shall promptly notify the Company about such Refund Request and also notify the Company as to whether the Merchant agrees to process such Refund Request or not.

If the Merchant fails to respond during the 3 business days or the Merchant’s customer provided a sufficient evidence of non provided services / product, the Company reserve the rights to refund the transaction and charge the additional costs from the Merchant (where applicable).

10.2. For the Merchant:

If the Merchant agrees to process the Refund Request, the Company shall continue in accordance with instructions on the Transaction (e.g., deduct the amount of refund or cancelled payment (“Refund Amount”) from the amount payable to the Merchant and transfer the Refund Amount to the Merchant’s customer in question).

10.3. If the Company receives a Refund Request, it will forward the same to the Merchant in order to find out whether the Merchant agrees to process the Refund Request or not, which should be notified by the Merchant promptly upon receipt of the request. In case the Merchant agrees to the refund, the provision of 10.2 will apply.

10.4. In the event that the Merchant does not agree to process the Refund Request, the Company reserves the right to either deduct the Refund Amount from the amount payable to the Merchant or claim a Refund from the Merchant.

10.5. If at any time the amount due to the Merchant under the Terms is not sufficient to adjust the Refund Amount, then the Company reserves the right to:

1)   deduct the amount from the subsequent payment to the Merchant (or current Merchant balance);

2)   deduct the amount from the security deposit made by the Merchant to the Company as a safeguard for any deductions, including refund(s), chargeback(s), and any other amounts due and payable by the Merchant to the Company under the Terms, as specified in the Fees;

3)   claim from the Merchant the amount credited in the Merchant customer’s E-Wallet provided by the Company (where applicable).

10.6. The Merchant will make provisions at the earliest for the amount payable to the Company hereunder. If the Merchant fails to pay the amount within a fixed period from the payment due date, it may be liable to pay extra charges for the late payment.

10.7. The Merchant will not be entitled to make cash refunds or cancellations or to deal directly with its customer. If the Merchant makes or attempts to make a refund in connection with the Transaction, in any manner other than through the Company, it will constitute a breach of the Terms and in such an event the Company may have a right to terminate the Terms.

11. ISSUANCE AND REDEEMABILITY OF E-MONEY

11.1. The Company issues e-money at the rate of 1:1, on the receipt of funds from You, without delay, pursuant to the applicable regulations governing the e-money industry. The conversion of different currencies occurs in the corresponding units of electronic money (Euro in electronic Euro, GBP in electronic GBP, US dollars in electronic US dollars, etc.).

11.2. The Company will redeem either in part or in full the monetary value of the e-money on Your PAYDO E-Wallet, at any time, following instructions given by You.

11.3. You thereby represent and confirm that You are clearly and duly noted of these conditions of redemption, including any fees relating hereto, before being bound by these Terms.

11.4. The Company will charge a redemption fee when You require redemption either in part or in full of the positive value on the E-Wallet, before the termination of these Terms, or where redemption is requested more than 1 (one) year after the date of termination of these Terms.

Fees for redemption will be proportionate and commensurate with the costs incurred by the Company.

Where You make a request for redemption on, or up to 1 (one) year after, the date of the termination of the Terms or Your Account, the Company will redeem the total monetary value of the e-money held.

Where You make a request for redemption more than 6 (six) years after the date of the Terms or Your Account termination, the Company will not be required to redeem at par value or at the initial price, nor at any time, the monetary value of e-money held.

11.5. The Company reserves the right to carry out any necessary ML/TF, fraud and other illegal activity checks before authorising any redemption or transfer of funds to You, including returning any funds after the termination of the Terms or Your Account.

11.6. If Your redemption request exceeds the limits where applicable, the Company may decline Your request and require You to send to the Company a verification documentation attesting Your identity and address, or to otherwise cooperate with the Company to verify Your identity, prior to allowing a redemption or transfer of redemption funds to You.

11.7. The Company does not guarantee the availability of any particular redemption method and may make changes to or discontinue a particular redemption method at any time as long as there is at least one redemption method available to You.

Where the redemption is received by You through the involvement of any other payment service provider (e.g. the bank where You hold the beneficiary bank account, or the international payment systems or those third parties, whose payment channels, including without limitation digital wallets, are used to carry out any transaction), the Company shall not be responsible for the redemption payment once the funds are received by Your payment service provider.

11.8. After the Company has approved the redemption of funds, You have to ensure that the payment details for the transfer are to be accurate and complete. In the instance where You provide the Company with incorrect details, the Company will not be held liable for redemption funds sent to the incorrect payment account or instrument. The Company reserves the right to charge You in case You request the Company’s assistance in transferring money from an incorrect payment account to the correct one and this is subject to Your wrong provision of details. However, the Company cannot guarantee that the reclaim efforts will be successful.

11.9. It is deemed that You are the named account holder of the account, by which You will instruct the Company to transfer the funds in the case of a redemption request by Your end. Any violation of this requirement shall be treated as a fraudulent act without prejudice to claiming further damages. If the Company is required to investigate a redemption for the transfer of funds to a payment account or instrument that is not under Your name, the Company reserves the right to charge You an extra fee.

11.10. The redemption will be in the initial currency (the requested currency may be agreed by the parties), and via a bank transfer to a designated account. In the instance where the redemptions are made to an account which is in another currency than initial or agreed one, You shall be liable for any currency exchange fees. In addition, in the instance where costs and fees have been incurred by any third party acting on Your behalf, the Company shall not be liable, for receiving funds into Your Bank Account (or e-wallet where applicable).

11.11. If after the E-Money redemption, Transactions are to be made or Fees incurred exceed Your available funds in Your used E-Wallet, the Company will notify You of such account discrepancies, and You undertake to pay the Company on demand for any outstanding amounts owed to the Company.

11.12. The E-Money placed into Your Account shall in no case gain and/or accrue any interest, and You shall not be awarded any benefits in respect of the duration of time that the e-money is held in Your Account.

 12. FEES

12.1. Registration of an Account, verification, and other services, deemed at securing of the full-fledged use of the Company, depends on your company locations and business model

12.2. The Company shall prepare and issue pricing proposal for the services provided under these Terms after the approval of Your PAYDO Account, if no additional proposal offered, your account is subject on pricing indicated at your www.paydo.com user interface when you login into your dashboard.

Additional fees may apply to your application if your case is complex.

Such fees shall not be higher 5000 EUR.

Pricing indicated on “ paydo.com” public pricing page is for general information only and be changed depends on your location, business model and risk level.

12.3. Any payments pursuant to these Terms are indicated excluding VAT and any other applicable taxes. Any taxes applicable at law should be paid in addition to the Fees charged.

12.4. The Fees may be reviewed and changed from time to time, at the Company’s sole discretion.

We have the right to change the Fees for certain categories of business.

We have the right to change the Fees immediately if such a measure is required by our providers and/or other business parties or if there are any other urgent events (financial losses from the Services provision, accounts maintenance, etc.), usually 5 business days prior to that change in the ordinary course.

12.5. Contractual penalties under the Terms (if any) must be paid in addition to any sums provided for damages or fulfillment of obligations determined in the Terms. Payment of a contractual penalty does not release You from fulfillment of the Terms obligations.

12.6. Where any request, transaction, disputed transaction, arbitration or reversed transaction involves the third party costs, You remain liable for such costs (and they will be deducted from Your Account, or can be also otherwise charged to You).  

13. ACCOUNT CLOSURE

13.1. Your Account will remain active, unless it has been closed by the Company for any reason or where You have given 30-days written notice to close Your Account. In such case all money, less any Fees and charges on Your Account, will be returned to Your Bank Account (or e-wallet where applicable) and/or according to Your respective instructions.

13.2. You can request at any time the amount of money back, if such is still on the Company Account, by sending a written request by email or registered mail, specifying all details of Your Bank Account in a bank, to which the money should be transferred (SEPA, BIC, SWIFT etc.), or e-wallet where applicable.

13.3. If Your Account and/or E-Wallet is not in use or is dormant/inactive for 6 (six) consecutive months from the last transaction, the Company can contact You in writing, including by email, for further instructions regarding the Account service. If, within a 30-day period from such written notice, there is no feedback from You or the Account remains dormant, then it can be closed. Once the Account is closed it can be no longer accessed. Any funds remaining in the Account at the time of closure will be returned to Your Bank Account, or e-wallet where applicable. Where the amount of funds falls below the cost of the Account Closure Fee (where applicable), then no refund will be due. In any case, the Company will handle such funds in compliance with the applicable law.

13.4. We reserve the right to close Your Account and terminate the Terms as stipulated in the ​Term and​ ​Termination of the Terms Section, unilaterally and at our sole discretion.

13.5. We have the right to to close the PAYDO Account for certain categories of business.

13.6. We have the right to withhold the fee for Your PAYDO Account closure initiated by us (refusal to cooperate) if in the process of cooperation there were violations, investigations, etc. in the amount of expenses for the used legal services, compliance check, etc. The minimum fee shall be EUR 500, the maximum fee shall be EUR 10 000.

13.7. We reserve the rights to hold your account balances to cover possible chargebacks, disputes, legal and other expenses before or after account closure up to 180 days after notice given by our compliance team.

14. ACKNOWLEDGEMENTS AND UNDERTAKINGS OF THE PARTIES

14.1. PAYDO Services use shall only be undertaken in accordance with the conditions governing information, advertising and ethical behaviour as defined by the applicable legislation and regulations. You undertake to take every necessary measure to comply with all the provisions of such regulations, as well these Terms.

14.2. You shall inform the Company of any occurrence that is likely to have a significant impact on Your ability to use the Services properly and in compliance with current legislation and regulatory requirements, as well as the Terms.

14.3. The Company do not bear responsibility for any delays in payment if the delays are caused by Your submission of incorrect banking details or delay in the submission of relevant information if the bank details are changed, or if the delays happened at the fault of the international payment systems or those third parties, whose payment channels, including without limitation digital wallets, are used to carry out any Transaction.

14.4. Subject to all the AML / CTF procedures adopted by the Company in accordance with the applicable legislation and regulations, the Company will require from You the source, the purpose and the destination of the Transaction made through the PAYDO Account/E-Wallet, with respect to any Transaction or business relationship.

14.5. The Company will carry out all necessary investigations to check the identity of its e-money holders named on the E-Wallet, payment services users, and the beneficial owner(s), where necessary and legally obliged.

14.6. You acknowledges that, in the absence of sufficient details about the purpose or nature of transactions and purchases, the Company may at any time cease or delay an access to its Services. You are aware that a payment Transaction carried out through the Company’s system may be subject to being communicated to the National Crime Agency in the United Kingdom – the UKFIU (the UK Financial Intelligence Unit, http://www.nationalcrimeagency.gov.uk/). To the extent that the applicable legislation permits, no legal proceedings or civil liability action may be brought or professional sanction pronounced against the Company, its authorised representatives, managers or employees who have in good faith stated their suspicions to their national authority.

14.7. The Company shall do its utmost to handle Your requests and claims using the Website, with a view to resolving any conflicts and any dispute in connection with the Services, where arising. The Company undertakes to make available to You a multi-channel communication service to manage the relationship with its each Customer, including the Website or e-mail address.

14.8. The Company can in no circumstances be held liable for any indirect losses it may cause. Under the Terms, the Company’s financial liability towards You is limited to the cumulative amount of the annual charges received by the Company.

14.9. Each Party undertakes to take out and maintain in accordance with its legal and regulatory obligations the necessary insurance and/or safeguarding policies, where applicable, that are sufficient to cover the consequences of its civil and professional liabilities arising from its performance of the Terms.

14.10. You are aware that Your funds received by the Company are safeguarded in a separate Company’s account for holding the clients’ funds in an authorised banking or financial credit institution and segregated from the Company’s own funds, in compliance with the requirements concerning safeguarding of funds in accordance with the applicable regulations governing the activities of electronic money institutions. The Company undertakes to inform You of such safeguarding.

The funds thus segregated:

–      are not part of the Company’s own assets and, being solely for the benefit of its clients, are protected from the claims of the Company’s other creditors;

–      are not included as part of the assets of the Company in its capacity as an e-money institution in the event of its liquidation, bankruptcy or any other circumstances affecting its creditors’ rights.

14.11. Pursuant to the Regulation 27 of the Electronic Money Regulations 2011 (EMR 2011), the Company will maintain the safeguarding record(s) and keep it for at least 5 (five) years from the date on which the record(s) was/were created.  

14.12. You shall inform the Company in writing on all changes to Your Bank Account(s) number(s) (or e-wallet where applicable), where the Merchant’s funds should be paid / repaid, within 2 business days starting from coming into effect of such changes.  

14.13. You shall be liable for all claims, expenses, fines and liability the Company incurs arising out of: Chargeback, a Refund, over-payment, payment error, negligence, misconduct, fraud, misuse of the Company payment services caused by Your fault or mistake. Where such behaviour takes place, the Company will deduct the amounts due to the Company from Your charges.

14.14. You must not disclose the functionality of the Company’s Website to any third parties that are not related to the present Terms provisions.

14.15. The Merchant shall be solely liable for the content of its website(s) and full compliance with the mandatory laws and regulations of the country(-ies) where the Merchant operates or is directly or indirectly involved in the sale of goods or services from its website(s).

The Merchant shall be fully liable for content and correctness of advertisements in its website(s) and their compliance with requirements of applicable laws.

In case the Merchant performs transactions through the Company’s system by using a website which is not declared to the Company, the Company reserves the right at its sole discretion: (i) to apply contractual penalties of undeclared website; (ii) unilaterally terminate the Terms and stop provision of Services hereunder to the Merchant; (iii) suspend provision of the Services and block all of the Merchant’s amounts and their payment until full clarification of all circumstances.

By accepting these Terms on the Company Website, the Merchant confirms to the Company that it owns or has lawful rights to use, utilise, distribute all information, data, schedules, texts, video, music or other intellectual property, which forms part of the website or in any way is included in the website and is offered to the Merchant’s customers as well as to other persons who access the website.

14.16. The Merchant undertakes to carry out internal monitoring in conformity with the risks linked to the Merchant’s business.

14.17. If accepting payments by cards, the Merchant shall observe general terms and conditions of the Acquirer, Card Organisations, the Company.

14.18. The Merchant acknowledges that the Company may need to install monitoring systems designed to prevent ML/TF and agrees to comply therewith.

For reasons linked to the legislation concerning the prevention of fraud, ML/TF, the Company maintains constant vigilance over all payment transactions effected via the Company’s system.

With its payment authorisation platform, the Company offers an anti-fraud module including the 3D Secure payment security protocol covering any credit or debit card transaction, as well as 2 factor authentication.

As an authorised e-money institution, the Company will assist You to organise procedures for preventing fraud and ML/TF. You must immediately comply with all the Company’s requirements needed to implement the aforesaid procedures.

14.19. The Company shall provide the Services stated in the Terms to You in due quality and within the limits of its technical possibilities.

14.20. The Company may request and receive compensation for contractual penalties, sanctions, losses, claims or expenses incurred by the Company due to Your activities or omission of activities or in relation to them, including fines which are charged from the Company by Acquirer(s), Card Organizations or other local or international organizations, merchants and natural persons (where applicable).

14.21. In case the Company finds that You use the Services for transactions that are in breach of the applicable local or international laws or regulations, the Company reserves the right to cancel its Services provision hereunder with immediate effect and without prior notice.

15. ​REPRESENTATIONS AND​​WARRANTIES​ ​​BY​ ​THE MERCHANT

15.1. The Merchant hereby warrants and represents that:

1)   The Merchant has the full power and authority to execute, deliver and perform the Terms. These Terms are binding and enforceable against the Merchant and no provision requiring the Merchant’s performance is in conflict with its obligations under any agreement to which the Merchant is a party.

2)   The Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which the Merchant’s business operates.

3)   All information and data the Merchant provides to the Company is complete, true, and accurate in all aspects and the Merchant has the right to communicate such information.

4)   The Merchant is not listed on OFAC database, UK Financial Sanctions (HMT), EU Financial Sanctions consolidated database, UN Security Council sanctions list, any financial and/or credit institution, and/or any other sanctions issuing authority.

5)   The Merchant conducts bona fide business and his conduct of business is in compliance with all applicable national, state, and local laws, rules, regulations, requirements, registrations, filings, certificates, licenses, approvals, permits and/or other standards established by any governmental authority having jurisdiction to control such activities.

6)   The Merchant has a computer system that integrates successfully with the Company’s system.

16.​ ​RESTRICTED​​ACTIVITIES,​ ​LIMITATIONS​

16.1. In connection with the use of the Company’s e-money products and payment services, You must refrain from transactions in the restricted activities.

16.2. You further acknowledge and agree that the Company may, from time to time, at its own discretion, amend the Restricted Activities List indicated below.

16.3. The Company may, at its own discretion:

●     refuse to provide the Services to certain customers;

●     impose limits on the amount or number of transactions, which may be charged to You during any time period;

●     request additional validation information.

16.4. The Company applies the list of Prohibited/Restricted Activities, services and products according to which:

1). It is forbidden to send or receive payments as consideration for the sale or supply of:

tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (including without

limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers,

pornography, adult material, material which incites violence, hatred, racism or which is

considered obscene, government IDs and licences, replicas and any counterfeit products,

unlicensed or illegal lotteries or gambling services (including without limitation the use of or

participation in illegal gambling houses), unregistered charity services, items which encourage

or facilitate illegal activities, prepaid debit cards or other stored value cards that are not

associated with a particular customer and are not limited to purchases of particular products or

services, multi-level marketing, pyramid selling or ponzi schemes, offshore banking, matrix programmes or other “get rich quick” schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming, timeshares or property reservation payments.

2). It is forbidden to make payments to or receive payments from persons or entities offering

illegal gambling services, including (but not limited to) illegal sports betting, casino games and

poker games. (The Company may suspend or terminate Your PAYDO Account at any time or

refuse to execute or reverse a transaction if it believes that You directly or indirectly

use or have used Your Account for or in connection with illegal gambling transactions).

3). You may not use our Services if You are residing in certain countries (e.g., updated from time to time by OFAC).

4). You are forbidden to use Your Account for any illegal purposes including fraud and money laundering. (We will report any suspicious activity to the competent authority. You are prohibited from using Your Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed).

17.​ THE ​SOFTWARE​​LICENSE

17.1. The Company grants You a revocable, non-exclusive, non-transferable license to use the Company’s software applications in accordance with the documentation accompanying the software. This license grant includes all updates, upgrades, new versions and replacement software for Your use in connection with the Company’s e-money and payment services.

17.2. If You do not comply with the description and any other requirements provided by the Company, then You will be liable for all resulting damages suffered by You, the Company, the third parties.

17.3. Unless otherwise provided by applicable law, You consents not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.

17.4. Upon expiration or termination of the Terms, You will immediately cease all use of any software.

18.​ ​TRADEMARK​ ​LICENSE

18.1. The Company hereby grants You a revocable, non-exclusive, non-transferable license to use the Company’s trademarks used to identify the Company’s e-money products and payment services solely in conjunction with the use of the Company’s e-money products and payment services.

18.2. You consent that You will not, at any time during these Terms validity or after expiration, claim any rights in or do anything that may adversely affect the validity of any trademark (registered or unregistered) or any other trademark, trade name or product designation belonging to or licensed to the Company, including, without limitation registering or attempting to register any trademark or any such other trademark, trade name or product designation.

18.3. Upon termination of the Terms, the Merchant will immediately cease all the display, advertising and use of all the Trademarks. 

19.​ ​INTELLECTUAL​​PROPERTY

19.1. Other than the express licenses granted by the Terms, the Company does not grant any kind of right or license of the Company’s e-money products and payment services provision or any Intellectual Property (IP) rights of the Company.

19.2. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.

19.3. You shall in no way represent, except as specifically permitted under these Terms, that You have any right, title or interest in or to the IP of the Company.

20.​ ​CONFIDENTIAL​ ​INFORMATION

20.1. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other a certain confidential and proprietary information, including without limitation information concerning the Company’s e-money products and payment services provision and the knowhow, technology, techniques, or business or marketing plans related thereto all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

20.2. For the purposes of the Terms, “Confidential Information” means information which belongs to the Company and which is secret, imparted in confidence or of a confidential nature or otherwise stated to be confidential including, but not limited to:

●     details of Customers of the Company;

●     technical information, computer code and algorithms, research and development plans, inventions, applications and/or any intellectual property used, owned or employed by the Company, in or for the purpose of any of their respective businesses;

●     information relating to the business, affairs, and finances of the Company;

●     any information and/or data which the Company is obliged to keep confidential as a consequence of its dealings with their clients and/or any other third party.

20.3. Confidential Information does not include information that:

(i) is public knowledge at the time of disclosure by the disclosing party;

(ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;

(iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or

(iv) is independently developed by the receiving party.

20.4. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

(i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;

(ii) not use the disclosing party’s Confidential Information in any case except to perform its duties hereunder or with the disclosing party’s express prior written consent;

(iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes (where applicable);

(iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in the Terms; and

(v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

21.​ ​INDEMNIFICATION

21.1. You agree to indemnify, defend, and hold harmless the Company, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:

–      Your use of the Company’s e-money products and payment services provision;

–      Your breach of the Terms or any other agreement You enter into with the Company or its suppliers in relation to Your use of the Company’s Services;

–      Your violation of any applicable law, regulation, or Card Organization Rules and requirements, etc.

22.​ ​LIMITATION​ ​OF​​LIABILITY

22.1. The Company shall not be held liable to You or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to the Terms or the Company Services, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or or impairment of other assets; or labour claims.

22.2. The Company assumes no liability for Your failure to perform in accordance with the Terms or any results caused by Your acts, omissions or negligence, or a subcontractor or an agent of the Merchant or an employee of any of them, nor shall the Company have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, Your services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.

22.3. Under no circumstances shall the Company’s total aggregate liability to You or any third party arising out of or related to the Terms exceed the direct damages suffered by such party in an amount equal to the amounts paid/payable by You to the Company under the Terms.

23.​ ​DISCLAIMER​ ​OF​​WARRANTIES

23.1. The Company’s Services are provided “AS IS” without any warranty whatsoever. The Company’s disclaims all warranties whether express, implied, or statutory, to You regarding any matter whatsoever, including all implied warranties of merchantability fitness for a particular purpose and non-infringement of the third party rights. No oral or written information or advice given by the Company or its employees or representatives shall create a warranty or in any way increase the scope of the Company’s obligations.

23.2. You acknowledge that the Company Services are a computer network based services, which may be subject to outages and delay occurrences. As such, the Company does not guarantee continuous or uninterrupted access to the Company’s Services.

23.3. You further acknowledge that an access to the Company’s Website or its Services may be restricted for maintenance.

23.4. The Company will make reasonable efforts to ensure that Transactions are fulfilled in a timely manner. However, the Company will not be held liable for any interruption, outage, or failure to provide its e-money products and payment services.

24.​ ​TERM​ ​AND​​TERMINATION OF THE TERMS

24.1. These Terms shall be in effect from the Effective Date and until either party terminates them by a written notice by email or postal mail.

24.2. You may terminate these Terms and PAYDO Account at any time upon at least 30-days written notice before termination. PAYDO may terminate these Terms upon 30-days written notice or at any time in case of any grounded reasons (the Terms breach, or any violation as stipulated herein).

24.3. The Company may terminate the Terms or block and/or suspend its Services provision, and/or any payment transaction fulfilment if any of the following occurs:

●     the Company is required by an order from any regulatory body, or Acquirer, or Card Organization, or any other related party to cease providing its Services;

●     If the Company determines that Your use of the Company’s Services carries an unacceptable amount of risk, including credit or fraud risk; or

●     Any other legal, reputational, or security risk or other risk-based reason exists, in the Company’s discretion.

24.4. After termination by either party as described above, You shall no longer have an access to, and shall cease all use of the Company’s Services.

24.5. Any termination of the Terms does not relieve You of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by You to the Company as provided hereunder, whether accrued prior to or after termination.

24.6. Upon the Terms termination:

–      Your any outstanding and unpaid fees and charges to PAYDO shall become immediately due and payable;

–      the Company shall effect repayment to You of all money still in its possession that is due to You as of that date, except (where applicable) the rolling reserve, which should be held up to 180 days after the last Chargeback or Transaction received, as a holdback to cover financial risks (if any) related to You that may still remain after termination (e.g., disputes, refunds, bankruptcy, third-party claims, fines, etc.); the balance of holdback amount will be released to You in full or less such expenditures, if any;

–      e-wallets that are still active shall be kept open until their expiry or, in the absence of an expiry date, until the Company receives Your approval to close down Your PAYDO E-Wallet together with instructions to transfer the funds;

–      the parties shall cease to use the intellectual property elements of the other party hereto, where applicable.

–      where applicable, You shall deactivate and/or remove the links, interfaces and any service systems provided to You by the Company.

25.​ ​GOVERNING LAW AND DISPUTES

25.1. Laws and regulations of the United Kingdom govern these Terms and documents related to it.

25.2. Any disputes, disagreements or claims arising from the Terms, relating thereto or violation thereof, termination or invalidity, will be previously solved by mutual negotiations in good faith.

25.3. We accept no responsibility or liability for the transactions relationships between Your PAYDO Account or E-Wallet and other payment instruments of other persons.

25.4. The Company reserves the right not to refund You, if the Company strongly assumes that Your actions do not comply with the Terms. You may not receive a Refund until the Company’s investigation is complete.

25.5. You must bear all the consequences of any such dispute or any other action that has the effect of leaving an e-money sale unpaid, unless this outstanding debt is the Company’s fault. These unpaid e-money sales will be charged by the Company to You the month the dispute occurred.

25.6. If the Merchant has a dispute with its customer about any purchases made using the Company Services, then in the first instance the Merchant must attempt to resolve this directly with its customer.

If the mentioned dispute, disagreement or claim cannot be solved within 30 calendar days when such dispute is notified in writing to the respective Party, the dispute, disagreement or claim is solved in a court of the United Kingdom.

It is under the Company’s total and full discretion whether to assist the Merchant with any qualifying disputes in the case that the Merchant fails to resolve the dispute with its customer.

If a dispute arises between the Merchant and its customer, the Company shall not be responsible for any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. The Company shall not and is not required to mediate or resolve disputes or disagreements between the Merchant and its customers.

25.7. As and where appropriate under the applicable legislation, when dealing with our clients’ complaints, we will notify the client about the details of alternative dispute resolution (ADR) and dispute resolution provider(s) dealing with disputes, and details of how to access further information about any dispute resolution provider(s) and the conditions for using their services.

26.​ ​NOTICES

26.1. Notices to You​. You agree that the Company may provide notices to You by posting them on the Company Website (including those sent to Your PAYDO Account), emailing them to You, or sending them through postal mail. Notices sent by postal mail are considered received by You within 5 business days of the date the Company sends the notice. Notices posted on the Company Website (including those sent to Your PAYDO Account) or emailed shall be considered to be received by You immediately and/or not later than within 1 business day of the time it is posted on the Company Website (including those sent to Your PAYDO Account) or emailed.

26.2. Notices to the Company​. Notices to the Company shall be sent by postal mail to the applicable address for notice as provided by the Company or by emailing as designated on the Company Website.

27.​OTHER GENERAL PROVISIONS

27.1. The Parties and their legal successors are bound by the Terms and any its updates or exhibits/supplements unless stated otherwise.

27.2. The Company distributes and redeems its e-money by itself and on its own, without any distributors or agents.

27.3. All correspondence and negotiations in relation to the Terms, which the Parties have carried out and organized previously lose their force from the moment of the Terms accepting on the Company Website (or signing a paper form agreement of the Company, whichever applicable).

27.4. Headings in the Terms are used only for the Parties’ convenience, and they do not determine and affect meaning or explanation of any provision of the Terms.

27.5. Any provisions which by their nature should survive, will survive the termination of the Terms.

27.6. The Company may share Your contact data and other relevant details with the Company’s service providers who the Company has contracted with to assist the Company in pursuing its rights or performing its obligations under the Terms (such as e.g. the acquirer), its policies or any other agreement the Company may have with You. You consent these service providers may also contact You if so agreed by the Company and these service providers, only as authorized by the Company to carry out the purposes the Company has identified above, and not for their own purposes.

27.7. The Company may monitor or record telephone conversations (if any), that You or anyone’s acting on Your behalf have with the Company for quality control, training purposes, or for its own protection.

27.8. By accepting the Terms on the Company Website (or signing a paper form agreement of the Company, whichever applicable), You confirm that You are acquainted with our Complaints handling policy, before You are bound by the Terms (or a paper form agreement of the Company, whichever applicable).

27.9. Where applicable, neither Party may assign the Terms without the prior written consent of the other Party.

27.10. The Parties enter into the Terms as legally and financially independent contractors. Each Party, therefore, shall act solely as an independent contractor, and nothing in the Terms shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, employer and employee, or joint-venture between the Parties.