TERMS AND CONDITIONS
We welcome you to our website. If you (hereinafter referred to as “you” or the “Merchant”) choose to continue browsing this website, then you are agreeing to comply with and be bound by these terms and conditions which govern your relationship with Paytopus. (hereinafter referred to as “we”, “us”, or the “Company”).
SERVICES
1. The Company shall provide the following services: (i) merchant/payment/banking account facilitation, assistance in negotiation of commercial terms and on-boarding; (ii) merchant underwriting; and, (iii) merchant/payment data transmission service that helps you integrate with a payment service provider (the “Provider”) (collectively referred to as the “Services”).
2. For the avoidance of doubt, it is clarified that the Company shall not be deemed as a payment institution, bank or any other related financial institution and does not provide financial services. Its role is limited to as provided in these terms and conditions.
3. The Provider under these terms and conditions is, but is not limited to, a bank, payment institution, electronic money institution, currency exchange provider, money services business the Company has an agreement with. All the transactions contemplated under this terms and conditions shall be processed by the Provider.
4. The role of the Merchant is to utilize the Services. However, by using these Services, you automatically represent and warrant that you are legally incorporated as a business and are not conducting your business in an individual capacity.
5. Under these terms and conditions, the Company grants the Merchant a limited and non-exclusive license to use the Service (the “License”) provided by the Provider for the duration of these terms and conditions.
6. The Company shall use reasonable efforts to provide the Merchant with good customer support and assist you in the event of any issues which are connected with the Services. This includes connecting you with the Provider.
7. The Merchant shall be responsible for determining the taxes which may arise as a result of using the Services. Such taxes shall be borne solely by the Merchant.
SECURITY
8. The Company shall have reasonable checks and balances and maintain necessary procedures for the protection of personal information of the Merchant and related customers which are stored as a result of using the Services. However, it is clarified that such security and protection cannot be guaranteed and in such an event, the Company excludes it liability.
9. The Merchant assumes entire responsibility for the data which is in his control. This includes, but is not limited to data on his website. The Merchant shall comply with all laws, rules and regulations which are in connection with security of the transactional information. You shall also be compliant with application data security standards. In the event if the Company requires so, you shall provide with relevant data of such compliance.
10. The privacy policy of the Company shall be incorporated in these terms and conditions and you shall be bound by the same. The privacy policy relates to important information regarding use, collection, retention and disclosure of personal information.
11. In the event any complaints or requests are made with respect to processing of any personal data under these terms and conditions, we will provide with reasonable co-operation and assistance.
12. In the event you receive any confidential information under these terms and conditions, you shall keep such information confidential at all times and only use the same strictly for the purposes of the Services or as otherwise permitted.
13. Any confidential information that you receive under these terms and conditions shall not be used for marketing purposes and the same shall not be disclosed.
14. The Company reserves the right not to provide the Services in the event we suspects that you are in violation of your privacy obligations. In such an event, you further authorize us to report such activity or action to the relevant law enforcement agencies to take appropriate action.
ACCOUNT REGISTRATION
15. The Services are only made available to individuals globally that are in the business of selling goods and services. You may not use the Services for non-commercial, personal, family, or household purposes.
16. To use the Services, the Merchant is required to register for an account. When you register for an account, the Company will collect relevant information such as name of business or trade name, your address, email, phone number, business identification or registration number, and certain other information that may be required.
17. You may register as an individual (sole proprietor) or as a corporation or other legal entity. In the event you are registering as a legal entity, you must have the legal authority to act on behalf of the entity.
18. Additional information may be required by the Company for verification of identity of the business. This may include tax number and tax registration number.
19. Once all the information is provided, the same is verified and reviewed and thereafter, we determine whether you are eligible for the use of Services. You will be notified whether your application of registration is accepted or rejected.
20. For complete registration of the account herein, you will also be required to identify the location from where the business is operating. You represent and warrant that you are a legal resident, or your business is duly registered, in such country.
FUNDS
21. You shall pay the fees for processing, which are incorporated herein by reference (the “
Fee”). The Fees shall be collected from you by the Provider in accordance with the applicable terms and agreement between you and the Provider.
22. You shall be solely responsible to report, collect and/or pay all applicable taxes and fees which may be imposed by any third party or regulatory authority. In the event you are entitled to any exemption, you must provide evidence of the same.
23. You shall also be responsible for the fines and penalties imposed on you by any third party, which includes banks, financial institutions, regulatory authorities and payment networks.
TERM AND TERMINATION
24. These terms and conditions shall be effective upon the date you agree to it (by using our website) and continues so long as you use the Services or until terminated by either Party in accordance with the terms and conditions stated herein.
25. You may terminate these terms and conditions by closing your account. The Company may terminate these terms and conditions and close your account at any time, for any reason, upon notice to you.
26. Upon termination and closing of your Account, Provider will immediately discontinue your access to the Services. You agree to stop accepting new transactions.
27. In the event of termination, you shall not be refunded the remainder of any Fees that you have paid for the Services to the Provider.
28. Termination of these terms and conditions does not relieve you of your obligations as defined in these terms and conditions, and the Provider may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this terms and conditions.
29. Upon termination of these terms and conditions, you agree: (i) to immediately cease your use of the Services; (ii) to discontinue use of any Company or Provider trademarks; and (iii) that the license granted under these terms and conditions shall end.
30. The Merchant hereby agrees to defend, indemnify and hold harmless the Company from all damages, expenses and claims arising out of or which are in connection with the performance of the Services and are as a result of the Merchant’s negligence or breach of these terms and conditions, applicable laws, policies and agreement between you and the Provider.
REPRESENTATIONS AND WARRANTIES
31. Each Party hereby represents and warrants that (i) it has the full right and power to enter into these terms and conditions, to perform all the obligations hereunder, and to grant the rights without violating the legal or equitable rights of any other persons or entity; and (ii) the execution and performance of these terms and conditions will not conflict with, or result in a breach of, or default under the terms and conditions of any other agreement and/or arrangement to which either Party has agreed to, or is a party to, or is legally bound to that effect.
32. The Services and other documentation in relation thereto are provided on as “as is and where is” basis. The same is without any warranties, either expressed or implied. Use of the Services shall be at the sole risk of the Merchant.
33. THE COMPANY ENDEAVOURS TO KEEP THE INFORMATION ON THIS WEBSITE UP TO DATE AND ACCURATE, HOWEVER, WE MAKE NO WARRANTIES AND REPRESENTATIONS OF ANY KIND REGARDING THE ACCURACY, COMPLETENESS, SUITABILITY, RELIABILITY AND AVAILABILITY REGARDING THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES LISTED ON THIS WEBSITE. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OCCURRED TO YOU AS A RESULT OF RELYING ON SUCH INFORMATION.
34. IN NO EVENT WHATSOEVER, THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUBCONTRACTORS, LICENSORS, EMPLOYEES, DIRECTORS AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR ANY OTHER KIND OF DAMAGES, CLAIMS, INJURIES OR LOSSES WHICH ARISE DIRECTLY OR INDIRECTLY FROM THE USE OF THIS WEBSITE OR ANY OTHER PRODUCTS OR SERVICES WHICH ARE DISTRIBUTED THROUGH THIS WEBSITE, IRRESPECTIVE OF WHETHER SUCH DAMAGE IS DUE TO THE RESULT OF ERRORS, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN THE WEBSITE.
35. THE MERCHANT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, BUSINESSES, PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, RESULTING FROM ANY VIOLATION OF THESE TERMS AND CONDITIONS OR ANY ACTIVITY WHICH IS RELATED TO THE ACCESS OF THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO NEGLIGENT OR WRONGFUL CONDUCT.
DISPUTE RESOLUTION
36. Disputes Between you and Provider. In the event of dispute between you and Provider in connection with the Services, you release us and our Affiliates, officers, directors, employees, agents, and licensors from any and all claims, demands, actions, liabilities, rights, duties and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
37. Disputes between you and Company. By agreeing to the Terms of Service, you agree that unless precluded by any applicable law, you and Company shall resolve any claim that you may have against Company solely by arbitration on an individual basis. This will preclude you from bringing any class, collective, or representative action against Company, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Company by someone else.
GENERAL
38. Neither Party shall be responsible for any failure or delay in performing its obligations or liable for any losses or damages under these terms and conditions due to an event or circumstance which is beyond its reasonable control and which makes performance of its obligations under this terms and conditions impossible, materially impracticable or onerous and includes, but is not limited to, changes in legal or regulatory requirements, war, riots, civil disorder, terrorism, earthquake, fire, explosion, pandemic, storm, flood, or other adverse weather conditions, strikes, lockouts, or other industrial action (“Force Majeure”).
39. Neither Party shall assign or novate its rights and obligations under these terms and conditions without the prior written consent of the other Party.
40. The failure of either Party to enforce or to exercise at any time or for any period any term of or any right pursuant to these terms and conditions shall not be construed as a waiver of any such term or right and shall in no way affect that Party’s right later to enforce or exercise it.
41. If any provision of these terms and conditions is found by any arbitration tribunal, court or administrative body of competent jurisdiction to be invalid or unenforceable, then such invalidity or unenforceability shall not affect the other provisions of these terms and conditions and shall remain in full force and effect.
42. These terms and conditions binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.
43. The Parties understand and agree that all terms and conditions that require continued performance, compliance, or effect beyond the termination date shall survive such termination date and shall be enforceable in the event of a failure to perform or comply.