Last update: December, 1st, 2014
This Agreement contains twenty two sections, including a Tariff. The main terms used in this Agreement are defined in section twenty below.
Consumer advisory: iPAY International Services Pte Ltd , Singapore, the Issuer and holder of the stored value facility (stored value), does not require the approval of the Monetary Authority of Singapore. Consumers (users) are advised to read the terms and conditions carefully.
1.1 This Agreement is between iPAY International Services Pte Ltd and Intercard Finance AD on one side and Client on the other side. iPAY International Services Pte Ltd, is a provide of stored value facility (e-money) and accounts for stored value facility, having its seat and registered office at: 10 Collyer Quay #10-01 Ocean Financial Center, Singapore (049315), Registration N: 201304886D, www.mypos.eu/sg (referred to as "iPay"). Intercard Finance AD, is a Principal Member of MasterCard, VISA and JCB and possibly other schemes ("Card Organizations"), directly integrated to the Card Organizations, PCI DSS Level 1 certified and licensed as Electronic Money Institution by BNB ("Bulgarian National Bank"), address: Sofia, james baucher 76A, bulgaria, providing Issuing and Acuiring services to iPay (referred to as "Acuirer").
1.2. "myPOS package" or "Packages" includes a mobile POS terminal (including original manufacturer accessories, such as cables, charger and a battery) for acquiring of card present payments with cards with the logo of the Card Organizations, account for e-money with IBAN and prepaid Business Card. The Service is described also in the Technical Specifications, Quick User Guide and Activation Instructions, included in myPOS package, as well as on the website for the Service.
1.3 "iPOS" is an optional Service, provided by iPay under this Agreement, upon explicit request of Client and after approval by iPay and successful integration with the API of iPay for iPOS, designated to Clients with Internet websites for acquiring and settlement of payments in Internet with stored value, issued by iPay and/or payment cards bearing the logo of the Card Organizations. iPOS service is described in detail in iPOS Manual, which is available on the website for the Service.
1.4. Payout to Client: Subject to all terms and conditions of this Agreement iPay shall pay to Client the due amounts, collected by iPay via the Service, by crediting Client's account for e-money with a sum of stored value that is equal to the amount due to Client. The amount due to Client equals the authorized and settled by Card Organization sum less the applicable fees, charges, Reserve amounts and other possible claims of iPay. Client may use the stored value in Client's account for transfer to bank account or transfer to other Client's Account or payment in Internet or payment on POS or ATM cash withdrwal with Card.
1.5. The Service is described in Section Definitions below in this Agreement and constitutes acquiring of payments with cards with the logo of the Card organizations and of issuing of stored value (e-money) by iPay, providing of account for e-money with multicurrency balances and IBANs, money transfers within the system of iPay, SEPA and International money transfers, issuing and authorizing of transactions with prepaid card with the logo of MasterCard, VISA, JCB and other Card Organizations and Mobile Application for smart phones. A description of the main characteristics of the Service is also set out on the website for the Service. Since the Service is limited to acquiring of card payments and issuing of e-money, which does not qualify as a deposit or an investment service in the sense of the Law, the Client isnot protected by the deposit guarantee schemes of Singapore or any other similar schemes. Client shall not be entitled to interest on the balance of e-money or money collected by iPay that is kept by iPay under this Agreement.
1.6. Client Information: Subject to all terms and conditions of this Agreement during the term of this Agreement iPay shall provide to Client a Client online account on iPay platform for information of Client, described below in this Agreement. iPay may introduce a Mobile application for smart phones for check of balance and control of the security of payment instruments provided by the Service.
1.7. This Agreement does not regulate the online purchase of myPOS package from www.mypos.eu. The online purchase of myPOS package from www.mypos.eu is regulated by a different agreement, available upon online purchase at www.mypos.eu. This Agreement regulates the provision of e-money and payment services by iPay to Client who has registered for the Service successfully and has agreed to this Agreement.
1.8. Use of the Service is subject to the Agreement. The Agreement will be effective from the date of acceptance by Client ("Effective Date"). By accepting the Agreement, Client agrees to use the Service in accordance with the requirements of the Agreement.
Client can accept the Agreement by:
(i) Clicking to Accept or Agree to the Agreement, where this option is made available to Client by iPay on the website for the Service or via the Mobile Application for the Service. Clicking to Accept or Agree to the Agreement, where this option is made available to Client by iPay on the website or Mobile Application for the Service represents an advanced digital signature made by Client and therefore the electronic document of the Agreement is deemed as duly signed by Client, or
(ii) Signing the Agreement on a hard copy, if requested by iPay; or
(iii) Actually using the Service. In this case, Client agrees that iPay will treat use of the Service by Client as acceptance of the Agreement from the moment of first use of Service.
1.9 The specifics and functionalities of the Service are set out on the website for the Service. iPay may introduce innovations, improvements, developments, new functionalities, upgrade accounts or amend the names of accounts or products unilaterally and without the consent of Client, for which iPay shall inform Client via the website for the Service or via the Client's online account. iPay is not liable for lack of availability of the Service on mobile or smart devices, or inability to download or use the Services via particular smart device, or lack of Service or part of the Service, because of lack of Internet or because of mobile operator services (such as SMS or other) or Client's hardware specifics or problems.
However, where a change to the Service constitutes a modification to the preliminary information to be presented to Client prior to concluding this Agreement as required by the Law, or narrowing the Services, Client will be given notice by an email sent to Client email address.
1.11. iPay Acceptance Policy: Detailed rules on the use of the Service are set out in Section Acceptance Policy in this Agreement, in the Acceptance Policy, part of this Agreement, available on the website for the Service.
1.12. iPay Return Policy: In case Client does not wish to continue using the Service, Client must follow the instruction for Termination of Agreementbelow in this Agreementand iPay Return Policy, part of this Agreement, available on the website for the Service.
1.13. A copy of the Agreement will be provided to Client in printable form during the sign-up process. A copy of the Agreement, as amended from time to time, is available to Client on the website for the Service and in the online account. Client may request to be provided with a copy of the Agreement, and a link to the Agreement will be sent to Client email address for printing.
1.14. The Agreement and all communication with Client will be in English language. Where iPay has provided Client with a translation of the English-language version of the Agreement or communication, Client agrees that the translation is provided only for Client convenience and that the English-language versions of the Agreement and communication will govern the relationship with iPay. If there is any contradiction between the English-language version and a translation, the English-language version takes precedence.
1.15. Client declares that Client is registering for the Service on Client's behalf only and that Client is not acting on behalf or on account of third party, unless Client makes registration for the Service on behalf and under the instruction of the legal entity of which Client is employee or legal representative.
2.1. To be eligible for the Services, Client must (i) be a resident (address of Client's registration) of one of the countries listed on the website for the Service; and (ii) has full legal capacity to enter into a contract; and (iii) not be present on any black list or sanctions lists, related to AML/FT purposes, officially published and notified by Regulators or black lists of card fraudsters of iPay or Card Organizations; and (iv) use the Service for Client's legal business or professional activity. Client further represents and warrants that Client is not acting on behalf of, or for the benefit of, anyone else, unless in case of a natural person, opening the account for and under the direction of the company or legal person or entity, that employs such a natural person.
2.2. For regulatory, risk and security reasons iPay may impose or change the limits unilaterally and without the consent of Client, for which iPay shall inform Client via the website for the Service or via the Client's online account, unless iPay is not permitted by law to notify Client in certain cases. iPay is entitled at its sole discretion to decide whether to change the limits after a customer request for change of limits and iPay shall not be liable in case of decline of request.
2.3. Upon registration for the Service and during this Agreement, Client must provide current, complete and accurate information, as requested by iPay and maintain it as current and accurate during use of the Service. In case of any changes in information provided by Client, Client agrees to update the information in the online account without delay.
2.4. Business Account: iPay offers Business account for stored value. Unless otherwise agreed, one Client may hold not more than one Business Account. By opening a Business account and accepting the terms as outlined in this Agreement, the Client attests that Client is not opening and/or using the account primarily for personal, family, or household purposes and that the account comprises the account for e-money and the Reserve Account.
2.4.1. Basic account: Customers enrolling for the Services online will register for Basic account. The spending limits on the basic account are set out in the Tariff and are imposed for regulatory reasons. Some functionalities of the Service, such as outbound money transfers, cash withdrawal, loading of accounts in cash and other may be limited for Basic account for risk, security and regulatory reasons. The funding and receiving limits can be viewed in the online account. To change the limits and obtain verified status and Standard or Premium Account Client must follow the verification procedure available in the Client's online account.
2.4.2. Verified status and Standard account: Clients enrolling for the Services on a face-to-face principle in the office of iPay or via Agents/Distributors of iPay or Clients, who have successfully completed the verification procedure available in the online account for the Service or other customer verification procedure of iPay, may be eligible for Standard account.
For online customer verification, Client has to upload (i) copy of valid ID document and either (ii) proof of address or (iii) funding of account via bank transfer from a bank account and (iv) provide supplemental business information on legal representatives, type of business, business license or registration (if applicable) and other, as may be requested by iPay. iPay may from time to time, make available to Client other methods or procedures for customer verification. By highlighting a Client as "Verified" or change of type of account from Basic to Standard iPay only represents that the Verified user has completed the steps of the process to obtain "Verified" status. iPay may require at any time additional information as a condition of continued use of the Service or to assist in determining whether to permit Client to continue to use the Service. Client agrees to provide such information without delay, as iPay may require in this regard.
The spending limits on the standard accounts are set out in the Tariff. The funding and receiving limits can be viewed in the online account. To change the limits Client has to contact iPay via email and explain the reasons for request for change of limits.
2.5. Reserve and Reserve account: Amounts acquired via the Service, which are over the funding or spending limits of Client's account for e-money set by iPay will be hold in the Reserve account and will not be credited as e-money in Client's account for e-money, until successful verification of Client or completion of additional regulatory or compliance checks by iPay and until the reasons for hold cease to exist. Ipay shall inform Client on hold as Reserve and/or issuing of e-money via the online account. Additional rules on Reserve are set out below in this Agreement in Section Reserve.
2.6. The Card included in myPOS package is not embossed with Client's names. Card may be issued embossed with Client's name upon request of Client, approval by iPay and payment of Issuing fee and if necessary of shipment fees via the payment methods accepted by iPay. The Card is issued in the currency stated on myPOS package or requested by Client and supported by iPay. The Card is included in myPOS package or sent to Client's address inactive or collected personally by Client from iPay or on of its Agents, Distributors or sub-contractors also inactive. The Card may be used only by the Client or cardholder and only after its activation, as instructed by iPay.
2.7. The Parties agree that the delivery of the Service and use of the Service by Client shall be subject to the following condition precedents, which are not exhaustively listed:
(i) For myPOS:
(a) Client has to select, order from Internet or Distributors of iPay and receive myPOS:
(b) Client has to activate the mobile POS following the Instructions given by iPay on the website for the Service and in the documents insertred in the package or in Special Agreement/Instructions provided by iPay;
(c) Client has to register for Client's account on www.mypos.eu or other platform provided by iPay or third party acting on behalf of iPay;
(d) Client must agree with this Agreement, which is made electronically, via means of distant communication provided on the Website for the Service, or sent via e-mail or executed on hard copy (as may be requested by iPay);
(e) Client and Client's business or professional activity has to be approved by iPay.
(ii) For the Service iPOS:
(b) Client and client business or professional activity has to be approved by iPay - iPay will notify the Client when this process is complete;
(c) Client has to integrate successfully with the API of iPay following iPOS Manual, and to successfully complete the tests for iPOS;
(d) Client must agree with this Agreement, which is made electronically, via means of distance communication provided on the Website for the Service, or sent via e-mail or executed on hard copy (as may be requested by iPay).
2.8. At iPay's discretion Client may be entitled to use the Services for testing purposes only prior to completion of full approval of Client and/or client business activity, on the following conditions:
(i) Client's use of the Service is for a temporary period and only for the purposes of testing the Service and/or integration with iPay, whereby this is limited to low-risk business categories at the discretion of iPay, and iPay shall Reserve the amounts received from the Service and shall not pay them to Client prior to Services Commencement Date. In this case, If Client fails to satisfy iPay's Client due diligence requirements within seven days of the temporary access to the Service being activated, the Client's right to temporarily use the Service shall automatically terminate and this Agreement shall be deemed automatically terminated; or
(ii) If allowed by iPay internal rules and procedures, Client may use the Service with limits imposed by iPay on the Client online account, such as 2,500 EUR limit on annual turnover and 1,000 EUR limit on redemption of stored value and other limits, imposed for security or regulatory reasons. The limits applicable for Client can be checked by Client in Client online account.
2.9 After successful completion of the registration of Client and activation of the Service, Client has to make a test transaction with own card in order to check the Service and the Client's billing descriptor or other data about Client ("Client's integrational data") before the Services Commencement Date. Client is entitled to request a correction in Client's integrational data within two days following the test transaction. In case of lack of test transaction or request for correction of integrational data within this term, it will be deemed, that Client has approved and agrees with the integrational data for the Client registered by iPay.
2.10 iPay informs Client via e-mail on completion of successful integration and tests, registration of Client by iPay with 3D secure authorization schemes MasterCard Secure Code and Verified by VISA and J/Secure (if applicable) and provides to Client personalized security characteristics for the Service.
2.11. iPay may suspend the Service for operational reasons such as maintenance, or because of an emergency or reasons related to fraud, risk or compliance. iPay will restore the suspended Service as soon as reasonably practicable. The Client is responsible for taking backups of its offers, pricing and other data prior to any suspension or maintenance work and for restoring any such data lost as a result of such suspension or maintenance work. iPay shall not be liable for any direct or indirect loss or damage suffered by the Client or any other third party arising from the suspension of the Service.
2.12. iPay will use all reasonable endeavors to correct any reported technical faults in the Service as soon as reasonably practicable. However, iPay does not give any guarantees as to performance of the Service or any undertakings that the Service will be continuously available or free of faults, as authorization process in some cases includes participation of third parties, such as Card Organization and Card Issuers, which are not under the control of iPay.
2.13. Occasionally iPay may:
(a) for operational reasons, update the technical specification of the Service and/or update the manuals or documents related to the Service; or
(b) require the Client to follow instructions which it believes are necessary for reasons of security or quality; or
(c) for operational or commercial reasons, make changes in the information provided for the Client, to which Client agrees by entering into this Agreement or using the Service.
2.14. iPay may refuse to execute any payment transaction, payment order or other use of the Service if iPay has reasonable grounds to suspect fraud, a breach of the Agreement or Regulations by Client or third party. Authorizations or payouts may also be delayed due to iPay's compliance with its obligations under applicable legislation or Regulations, including if iPay suspects that the transaction involves fraud or illegal or non-acceptable activities. In the event that iPay refuses to execute a transaction or payment order, Client will be notified, unless it is unlawful for iPay to do so or would compromise reasonable security measures.
3.1. Funding of Business accounts with amounts due by iPay to Client from acquiring services: Client agrees that the Business account will be used by iPay to settle amounts due by iPay to Client from the acquiring services under this Agreement.
3.1.1. iPay shall pay to Client the amounts collected via the Service and due to Client, by issuing stored value as per value of the amounts collected via the Service and due to Client, subject to all terms and conditions of this Agreement. In certain cases, upon explicite consent between the Parties, iPay shall transfer the amounts collected via the Service and due to Client to a bank account of Client, preliminary approved by iPay.
3.1.2. The amounts collected by the Service shall become due to Client and shall be paid by iPay to Client's account for e-money via issuing of stored value in the following business day:
(i) In case of transactions via iPOS with balance of e-money in buyer's account with iPay- the business day of authorization of the transaction by iPay, this is usually the same day of the transaction;
(ii) In case of transactions via iPOS with stored payment card of the Card Organizations - the business day of authorization of the transaction by the Card Issuer, which is usually the same day of the transaction;
(iii) In case of transactions via myPOS via payment card of the Card Organizations - the business day of authorization of the transaction by the Card Issuer, which is usually the same day of the transaction.
3.1.3. The amounts due by iPay to Client, in exchange of which iPay shall issue stored value for the Client, are calculated in the following way: The amount received by iPay from acquiring is decreased with the following amounts due by Client to iPay:
(i) any fees, charges or compensations due by Client to iPay for the Services or in connection with this Agreement or other Agreements with iPay; and
(ii) any charges and/or sums or payment amounts subject to chargebacks, reversals, refunds, reimbursements or any other entitlements or on other legal grounds, or compensations or penalties to be paid by iPay to Sub-Contractors or Card Organizations or other Regulators; and
(iii) any amounts subject to withhold by iPay, such as Reserve or Hold/Pending or withhold of amounts by iPay under this Agreement or other Agreements with iPay or in compliance of iPay with the Regulations.
3.1.4. Amounts, collected via the Services, which are withheld by iPay as Reserve or as Hold/Pending and/or by the Acquirer under this Agreement or other Agreements or for compliance of iPay and/or the Acquirer with Regulations, are not yet due for payment from iPay to Client, until the reason for withhold is rectified and such amounts represent conditional obligations of iPay with regard to Client. Such amounts are not considered as funds received by iPay in exchange of stored value, therefore, they are not stored value or available balance in Client's account for e-money or a claim of Client towards iPay until the reason for withholding or Resreve is rectified and these amounst are credit to the Client's account for e-money. Client shall be able to see the amounts withheld by iPay in Client online account, in the Reserve accouunt, as Reserve or Hold/Pending, where such amounts are displayed only for information purposes and not as e-money balance. Client shall be informed on the reasons for withholding of amounts, unless it is unlawful for iPay to inform Client.
3.1.5. Nothing in this Agreement shall require iPay to provide any credit or overdraft facility to Client and it is not intended that any such credit or overdraft will be granted.
3.2. Funding via bank transfer: Client can order a credit transfer from a bank account to Client's account for e-money provided by iPay. Upon receipt of the amount of the transfer by iPay, iPay will issue stored value in the same amount and currency as the amount and currency received by iPay and in the same business day as the date of receipt of the funds by iPay. iPay is not responsible for and does not control when iPay will receive the funds from Client's payment services provider and weather the payment services provider of Client or correspondent banks will charge Client fees for the transfer and will transfer the full amount to iPay. Client will be notified through information in the online account in the balance and transaction history on the amount of issued money and date of credit operation.
3.3. In order to receive the amount in the account, Client must provide the correct number of Client's account and/or correct IBAN, as well as other beneficiary account details, as stated in the online account of Client. The limits for funding via bank transfer are set out in the online account. Client may change the limits for Basic account, as allowed by the Service, by completing successfully the procedure for customer verification and upgrade to Standard account, available in the online account or other procedure, as may be requested by iPay. In case Client wishes to change the funding limits of a Standard account, Client has to contact iPay and explain the reasons for request for change of limits.
3.4. Client agrees that iPay may impose different limitations on amounts of purchased e-money, or special requirements, or not accept bank transfer from certain banks, upon discretion of iPay.
3.5. The credit value date for the payee's account (Client's account) and the amount of the funding transactions shall be available no later than the Business day on which the amount of the funding transaction is credited to iPay account.
3.6. Funding in cash: Client can purchase e-money in cash only in the places where this funding is allowed by iPay and only for type of accounts and limits for funding in cash, approved by iPay. Funding in cash is possible in the offices, stores or points of sale of some of the authorized Agents, Distributors or subcontractors of iPay, listed on the website for the Service. Funding in cash is available in limited places and countries, stated on the website for the Service ("authorized points for cash-in"). The authorized points for cash-in services may charge Client at their discretion, a fee for the cash-in service on top of the amount to be funded in cash. iPay shall issue e-money in the same amount as the amount paid in cash by Client, less fee for cash-in (if there is such) and shall make the amount available to Client immediately after the receipt of funds, or in case of a payee, who is not a consumer - at latest on the next Business day after the receipt of the funds. In some cases, such as co-branded programs with Agents, Distributors or sub-contractors, upon discretion of iPay, iPay may make the amount available to Client earlier than the receipt of funds by iPay. Limits on funding in cash operations may vary depending on place and country and are notified to Client on the website for the Service or on spot.
3.7. Funding transactions with some funding methods may be rejected or limited by iPay for regulatory reasons (AML/FT), risk and security or in order to avoid conflict between various Services by iPay or on other grounds, or may be rejected or delayed, for reasons beyond iPay control. iPay does not guarantee the acceptance of any particular funding method, and may make changes or discontinue the acceptance of any particular funding method at any time and without prior notice to Client, for which iPay is not liable.
3.8. Client agrees that Client cannot make a successful Chargeback after a funding transaction, on the ground "goods not delivered or similar", as the purchased e-money (purchased goods) is issued (delivered) by iPay upon receipt of funds.
3.10. Receipt of money: Client's account may be funded with e-money via receipt of money from Client from other Client's accounts in the system of iPay or from other bank accounts. In order to receive money from a Client's accounts in the system of iPay, Client has to provide to the payer either Client's registered email for the Service or Client's registered mobile phone for the Service or the number of Client's account, available in the online account of Client. In order to receive money from a bank account (inbound money transfer), Client must provide to the payer the correct number of Client's account and/or correct IBAN, as well as other beneficiary account details, as stated in the online account of Client.
4.1. SEPA credit transfer: Client can make via the Service outbound money transfers from Client's account and balance in EUR to any bank account in EUR in SEPA country. iPay will perform correct payment orders for such transfers in compliance with EU Regulations on SEPA credit transfers. To make a correct payment order for SEPA credit transfer Client must provide full and correct names of beneficiary, correct beneficiary IBAN in EUR in SEPA country and BIC of PSP of beneficiary (bank of recipient), available in the online page of Client.
4.2. International transfer: Client can make via the Service outbound money transfers from Client's account and balances to any bank account, except for bank accounts in countries or of persons or entities, which are not allowed by the Service. iPay will perform correct payment orders for international transfers in compliance with SWIFT rules on international transfers. To make a correct payment order for international money transfer Client must provide full and correct names of beneficiary, correct beneficiary account data, such as IBAN and BIC for PSP of beneficiary or other number of beneficiary account and SWIFT code of PSP of beneficiary, and other data, as requested by the Service in the online account of Client.
4.3. Domestic transfer: For some countries, iPay may support the functionality for domestic transfer. Client has to check the Tariff and the online account for availability of domestic transfers. To make a correct payment order for domestic transfer Client must provide full and correct names of beneficiary, correct beneficiary account data, such as IBAN in domestic currency and BIC for PSP of beneficiary in the country, where domestic transfer is available via the Service, or other data, as requested by the Service in the online account of Client.
5.1. Client may submit payment orders for send money online via Client's online account or via the Mobile app (for Send money), or in other ways if allowed by the Service. Client may submit payment orders for outbound money transfers online via Client's online account. Client is fully liable for providing full and correct payment order and correct and full beneficiary data.
5.2. Receipt of payment order and Irrevocability: By clicking the button "Confirm" or ""Yes" in the online account for the Service or
Mobile app, and if requested by iPay, after entry of a secured code for confirmation of the payment order, Client confirms that Client is making confirmed and irrevocable payment order to iPay to execute the payment order and debit Client's account with the amount of the transfer, and all applicable fees. Confirmed order received by iPay cannot be revoked by Client. Payment orders received by iPay after 12:00 pm (cut-off time) or in a day, which is not Business day, shall be deemed as received by iPay in the next Business day for iPay.
5.3. iPay shall execute the authorized payment order of Client, provided that Client has enough balance in the currency of the transactions to cover the amount of the transfer and the applicable fees. iPay may refuse to execute a specific transaction if there is not enough balance of e-money in the respective currency, or iPay reasonably believes that the payment order is made by unauthorized person or transaction is fraudulent, illegal or in breach of the present Agreement or any law or regulation.
5.4. Deadline for performance of correct payment orders for money transfers:
(i) Send money - within the same day as of the date of placement of correct payment order;
(ii) Deadline for performance for SEPA credit transfers: iPay shall debit the balance in EUR of Client and shall execute the order after receipt of confirmed payment order at the latest by the end of the next Business day for payment orders for SEPA credit transfers received by 12:00 pm in a Business day. Payment orders for SEPA transfers, received by iPay after 12:00 pm or in a day, which is not Business day for iPay, shall be executed by iPay at the latest by the end of the next Business day, following the Business day in which the payment order is received by iPay. The receipt of money by the payee (recipient) depends on the agreement between the PSP of payee and the payee. Usually SEPA credit transfers will be received by the payee within deadline of maximum 2 Business days.
(iii) Deadline for performance of International money transfers: iPay shall debit the balance of Client in the respective currency and shall execute the order after receipt of confirmed payment order at the latest by the end of the next Business day for payment orders for International money transfers received by 12:00 pm in a Business day. Payment orders for International money transfers, received by iPay after 12:00 pm or in a day, which is not Business day for iPay, shall be executed by iPay at the latest by the end of the next Business day, following the Business day in which the payment order is received by iPay. The receipt of money by the payee (recipient) depends on the agreement between the PSP of payee and the payee. Client agrees that iPay may set other deadlines for performance for International money transfers (non SEPA transfers), which shall be notified to Client on the website for the Service or in the online account.
(iii) Deadline for performance of Domestic money transfers: iPay shall debit the balance of Client in the respective domestic currency and shall execute the order after receipt of confirmed payment order at the latest by the end of the next Business day for payment orders for Domestic transfers received by 12:00 pm in a Business day. Payment orders for Domestic transfers, received by iPay after 12:00 pm or in a day, which is not Business day for iPay, shall be executed by iPay at the latest by the end of the next Business day, following the Business day in which the payment order is received by iPay. The receipt of money by the payee (recipient) depends on the agreement between the PSP of payee and the payee. The receipt of money by the payee (recipient) depends on the PSP of payee. Client agrees that iPay may set other deadlines for performance for Domestic money transfers, which shall be notified to Client on the website for the Service or in the online account.
5.5. Client acknowledges and agrees that a payment order has been executed correctly by iPay, even if Client has submitted a payment order with incorrect data, and as a result of this, the money transfer has not been successful and/or has been received by wrong payee and/or was returned to iPay, as a result of which Client has to cover the charges for the return, reversal or cancellation of incorrect payment order.
6.1. If iPay has issued Card to Client, Client or authorized cardholder may make payment orders and transactions with the Card, linked to Client's account and on account of e-money held by Client. The Card must be activated as instructed by iPay. Card must be signed by Client. The payment transaction may be payment for Goods and Services on POS at Merchants accepting the Card as payment method, or in Internet, or ATM withdrawals or other, as indicated by iPay in Tariff or on iPay website for the Service.
6.2. The payment order executed with Card will be received by iPay in electronic form. The Client's consent for execution of the payment transaction with Card becomes irrevocable and the payment order becomes irrevocable when Client presents the Card for execution of the transaction and: (a) the chip or the magnetic stripe of Card is read by the ATM or POS device and/or a valid PIN and/or Client or authorized cardholder signs the receipt from the device; or (b) by giving the Card or entering it into a terminal and reading of its chip on a self-service terminal; or (c) by entering the data of Card, such as the 16-digits number, validity date or CVC2 code in the Internet; or (d) by providing the card data (number, validity, CVC2) to the provider of goods or services and authorizing him to use it for payment of the respective service by fax, telephone or other communication device; or (e) via contactless way the chip in the Tag is read by the POS device of Merchant with or without entry of valid PIN (PIN may be Not requested for transactions for small amounts, determined by Card Organization).
6.3. Card, which has been personalized with the names of a cardholder, must be used only by the cardholder to whom the Card is issued. Card, which has not been personalized with names of cardholder, may be used by Client or third parties, to whom Client provides or makes available the Card for which Client is fully responsible. The Card is linked to the account of Client, who has ordered or activated the Card, and provides access to e-money in Client's account, unless otherwise agreed with Client.
6.4. The spending limits with Cards are set out in the Tariff. To minimize the risk from losses and/or unauthorized transactions with Card, Client must set even more strict limits on Cards, as the Service allows via the online account and manage the security of the Card, as allowed by the Service, via the online account, Mobile App or SMS commands, available in the online account. Requests for blocking and unblocking of Cards may be made by the Client of the account (main cardholder) or by the cardholder of Card, personalized with names of such cardholder (cardholder of additional Card).
7.1. Where iPay refuses to execute a payment order, the refusal and, if possible, the reasons for it as well as the procedure for correcting any factual mistakes that led to the refusal shall be notified to Client, unless prohibited by other relevant applicable legislation. iPay shall provide or make available the notification to Client via email or via the online account at the earliest opportunity. iPay may charge a fee for providing additional information for such a notification if the refusal is objectively justified.
7.2. In the event of unauthorized transaction or incorrect payment order, the payment transaction is deemed to be correctly executed by iPay in accordance to applicable legislation. Client, or a person explicitly authorized by Client, may submit a Request for reversal of unauthorized transaction or Reversal of incorrect order to iPay via email, without undue delay and within 30 days after Client has known for the transaction or no later than a longer period from the debit date, provided in applicable national legislation.. This term shall not release Client from Client obligation to notify iPay immediately and without delay in case of loss, theft, misappropriation or unauthorised use of Identifying Credentials and/or Card/s and to take all preventive and security measures as allowed by the Service or iPay to limit the risks and damages. Client as he is not a Consumer cannot claim that a transaction is not authorized, because of lack of Client consent for the transaction.
7.3. iPay will assist the Client to a reasonable extent for reversing the unauthorized transaction or incorrect payment order as required by applicable law. In case of incorrect payment order, such as wrong account identifier, wrong name, wrong BIC, wrong name of bank of the payee, wrong amount, or other incorrect data, submitted by Client, iPay may assist the Client to submit a new and correct payment order if iPay has not executed the incorrect payment order, for which iPay may charge the Client a fee. In case iPay has executed the incorrect payment order as per the Agreement and the law, the Client can to make a request for reversal via email to iPay and iPay will initiate a reversal procedure, for which iPay will charge Client with the respective fee. iPay cannot guarantee the outcome of the reversal procedure, and even if the amount is reversed to Client's account the other banks (the bank of the payee or the correspondent banks) may withdraw from the amount their own fees for reversal and/or investigation or similar, which is beyond the control of iPay.
7.4. In case of unauthorized transaction iPay shall conduct a procedure for proving authentic and correct execution of payment transaction and if this procedure is completed in favor of Client, iPay shall reverse the operation and return the amount to Client' account, less the applicable fee in the Tariff, within the deadline provided in the law.
7.5. Client agrees that iPay may not be always able to reverse the amount of unauthorized transaction or incorrect payment order, in cases, where the deadlines for chargeback or reversal procedures before the Card Organizations have expired or in other cases according to the rules of the respective Card Organization, in which cases iPay shall not owe Reversal or compensation to Client.
7.6. When Client receives a payment, Client is liable to iPay for the full amount of the payment plus any Fees if the payment is later invalidated for any reason. In addition to any other liability, if there is a Reversal, or if Client loses a Chargeback or Claim, Client will owe to iPay an amount equal to the Reversal, Chargeback or Claim and applicable fee as per the Tariff and other charges related to the Reversal, Chargeback or Claim. iPay may debit Client's account to recover any amounts and fees, due by Client in connection to Reversal, or Chargeback or Claim or Reserve, immediately and without prior notice.
7.7. Client agrees that in case a payment transaction is not approved for some reason or Merchant wishes to refund full or partial amount, than the following rules shall apply:
(i) Reversal or refund of full amount of transaction - the amount of the transaction is refunded in the original type of currency; or (ii) Partial reversal or refund of amount of transaction - the amount subject to reversal or refund is refunded in the currency of the transaction; or
(iii) If payment has been made with iPAY Card via debiting of linked Funding Instrument - the amount subject to reversal or refund is refunded in the currency of iPAY Card; or
(iv) If payment has been made with e-money via debiting of linked Funding Instrument - the amount subject to reversal or refund is refunded to Funding instrument if possible, or if not possible is refunded in Client's account in the currency of the transaction.
7.8 Chargebacks, Reversals, Refunds or Claims, related to the acquiring services:
7.8.1. Client acknowledges and agrees that Client may become liable to iPay for the full or partial amount of any payment, received by iPay or Client from the Service plus any fees or charges if the payment is later invalidated for any legal reason, including but not limited to charge back or reversal of a payment transaction or on other legal ground. In addition to any other liability, if there is a reversal, or if Client loses a chargeback or claim, Client will owe to iPay an amount equal to the reversal, chargeback or claim and applicable fee as per the Tariff and other charges related to the reversal, chargeback or claim.
7.8.2. iPay is entitled to withhold amounts to be paid to Client or debit amounts from Client's account, equal to the amounts subject to chargeback, reversal, refund or claim, including the fee owed by Client, during the time of the procedure or later on, notwithstanding if the amounts have already been credited to Client's Account and depending on the outcome of the procedure to:
(i) In case of successful chargeback, reversal, refund or claim, to reimburse the funds to the Payer or cardholder (or Card Organization) or other appropriate third party and charge Client for these amounts, including applicable fee, by deducting them from the amounts due by iPay to Client or by debiting Client iPayAccount or
(ii) In case of charge back, reversal, refund or claim, which have been decided in a non-appealable way as not successful, to release the withheld or blocked amounts to Client.
7.8.3. Client acknowledges that the validity of a chargeback, refund, reversal or claim will be determined by the relevant Card Organization or other third party payment service provider and iPay will have no discretion on the matter. iPay will have no liability to Client in respect of any reimbursement to cardholder (or Card Organization), their payment service provider or other appropriate third party as a result of a chargeback, refund, reversal or claim.
7.8.4. In case a cardholder escalates a chargeback or similar procedure before the Card Organization, under the rules for arbitration procedure of the Card Organization, iPay shall inform Client on this and shall cooperate with Client in such procedure as per the Regulations. All costs or fees incurred by iPay in such procedure, including the costs or fees, paid by cardholder, in case of loss of the procedure, shall be on account of Client.
7.8.5. Client acknowledges and accepts that iPay may restrict or suspend the use of the Service and/or terminate this Agreement immediately and without advance notice in the event that the levels of chargeback, refund, reversal or claims connected with the Client website or offers are, in iPay's sole opinion, excessive.
7.8.6. In case of reasonable doubts of iPay or receipt of information from Card Organizations or other Regulators for payments with stolen cards, false cards, or unauthorized payments with cards or other irregularities in connection with Client website, iPay has the right to withhold or block all due amounts to Client, including in Client Account and to start an investigation without prior notice to Client. Client is obliged to cooperate with iPay and present to iPay all requested information related to the alleged fraud or unauthorized payments. iPay has to complete its internal investigation within a reasonable period and has to inform Client on its outcome. Client acknowledges and agrees that in some cases of violations iPay may be obliged to report Client websites o registers of Card Organizations or other Regulators and terminate the Service for the Client, for which iPay shall not be liable.
7.9 Other rules for use of the Service:
7.9.1. Without prejudice to the above, Client agrees and acknowledges that the reporting and payment of any applicable taxes arising from use of the Service and which by law are obligations of Client, is Client's exclusive responsibility and liability. Client hereby agrees to comply with any and all applicable tax laws.
7.9.2. iPay may at iPay discretion block the possibility for specific types of payment transactions in principle or in countries or in some cases, in order to comply with risk and compliance requirements. iPay may, at its reasonable discretion (for example, for fraud, risk and compliance reasons) impose limits on the amount of money Client can withdraw, transfer, receive or fund for a certain period of time or for the whole period of use of Service.
7.9.3. Client acknowledge and agree that: (a) The sales of Goods and Services are transactions between the Merchant and Client and not with iPay, or any Branches, Agents or affiliates of iPay, unless iPay is expressly designated as a Seller (Merchant) in the transaction (for example, purchase of other prepaid cards of iPay, such as GIFTCARD or other). iPay is not liable for the performance of obligation of Merchants.
7.9.4. iPay provides to Client information on balance/s, IBAN numbers and other unique account identifiers, information on acquired and settled transactions, information of payment transactions, history of transactions, status of account, status of other payment instruments, status of Client from customer verification point of view, notifications to Client and other important information via email to Client's registered email or via the online account of Client, via SMS to the registered mobile phone of Client or via the website for the Service.
7.9.5. Client will be able to view Client transactions free of charge in Client's account transaction history, which is updated regularly, and Client agrees not to receive paper statements. iPay may send to Client registered e-mail on a monthly basis a link to the Client's account to check Client's balance and/or transaction history. Upon Client request iPay may, at iPay discretion, provide Client with additional statements, paper or otherwise, of the transactions but in this case iPay may charge Client a reasonable administration fee. iPay may charge Client a fee for other information services, different from the standard information services, provided via the Service or additional services provided by iPay, as provided in the Tariff.
8.1. iPay shall be entitled to withhold and keep as a Reserve, securing performance of Client obligations under this Agreement and the applicable laws and Regulations, a sum equal to the Reserve Percentage, as set in the Tariff for myPOS and/or Tariff for iPOS or other Commercial Agreement (if applicable). Such sum may be reserved for a period of 26 weeks after authorization of the transaction. All such reserved sums will be displayed in Client online account for the Service as Reserve or Reserved. Such amounts do not represent stored value and the client may not use, redeem or buy back them until the reserve period elapses and the amounts are credited to the Client's balance of e-money.
8.2. iPay shall determine the Reserve percentage depending on the level of risk of Client, geographical locations, type of business and other factors. iPay shall regularly check the percentage and amount retained under the Reserve percentage. If in iPay's sole discretion the amount of the retention exceeds a reasonable amount covering the risks, iPay may:
(i) release the excess amount and cease to keep it as Reserved and credit it to the Client account or
(ii) lower the Reserve percentage.
If in iPay's discretion the amount of the Reserve or retention does not correspond to the security needs of iPay, iPay shall be entitled to:
(iii) increase the Reserve percentage unilaterally or
(iv) request another measure (such as collateral), as may be agreed on with Client.
If there is a Reserve applicable to the Client, iPay shall inform the Client with notice via e-mail specifying the terms of the Reserve. iPay may change the terms of the Reserve at any time and shall provide the Client with a notice via e-mail of the new terms. In case Client does not agree with the changes of Reserve, Client has the right to terminate this Agreement as stipulated below in this Agreement.
8.3. If upon iPay's discretion there may be a high level of risk associated with Client account or usage of the Service iPOS or myPOS or Client has breached or is breaching the Agreement or any laws or Regulations, in addition to the Reserve, iPay shall also be entitled, it its sole discretion, to place a Hold on the funds held by the Client as Balance of e-money or to withdraw and keep funds from authorized transactions, which have not been yet credited to the Client's account for e-money. In relation to iPOS and myPOS, this may include (without limitation) an unusual level of customer refunds, chargebacks or other similar. iPay is entitled to withhold amounts for a period of time, which is reasonably necessary to assess the damages for iPay. Amounts which are placed on hold or withdrawn by iPay for the above reasons will be shown as "Hold/Pending" in the Client's account only for information purposes and only if allowed by the law. Such amounts do not represent stored value and the client may not use, redeem or buy back them until the reason for hold/withdrwal is rectified and the amounts are credited to the Client's account for e-money.
8.4. If upon iPay's discretion there may be a high level of risk associated with Client account or usage of the Service iPOS or myPOS or Client has breached or is breaching the Agreement or any laws or Regulations, iPay is entitled take other reasonable actions, which iPay determines are necessary to protect against the risk associated with the Client's account, including, but not limited to requesting additional collateral from Client, such as a letter of credit or a personal guarantee, imposing higher limits on the amounts accepted by iPOS or myPOS, or limiting the functionality or number of devices or cards of the Services iPOS or myPOS, including blocking parts or whole of the Services, such as myPOS or Card or Account , blcking the access to the Client's account or blocking only the possibility for payment orders and use/redemption of e-money or other. iPay may contact the customers of the Client, on Client's behalf, in the event that iPay is investigating potential fraud. If iPay has blocked/disabled myPOS or Card, for such reasons, Client is obliged to return to iPay at the address specified in the present Agreement via post the blocked payment device, such as iPay mPOS or iPayCard Business, on account of Client. iPay may withhold money from Client until due performace of this obligation.
8.5. In order to determine the risk associated with Client's account or use of the Service, iPay may request at any time, and Client agrees to provide promptly any information or documents about the Client or Client's business, operations or financial condition. iPay reserves the right to reassess Client's eligibility for any account, product or Service if Client's business is materially different from the information provided by Client upon subscription for the Service.
8.6. Client liability is not limited to the amount of the Reserve or Hold/pending amounts. iPay is entitled to debit from the amounts withheld or from the balance of e-money of the Cleint amounts, for which iPay has been assessed by Card Organizations or Acquirer or damages suffered by iPay in relation to the risk of Client or non-compliance of Client with this Agreement, the laws or Regulations. iPay shall inform the Client on such debot transactions via e-mail and without delay, unless it is unlawful to infom the Client.
9.1. iPay has provided to Client personalized security features for using all payment instruments, included in the Service, such as, but not limited to, password and entry of OTP for access to online account and making a payment order, embossed number of the card, CHIP & PIN, CCV of the card, password for Mobile Application and others, which are necessary tools for preserving the security of the payment instruments of Client. iPay will make sure that the personalised security features of the payment instruments are not accessible to parties other than the Client or user entitled to use the payment instrument, without prejudice to the obligations on Client. The mobile POS terminal is PCI DSS compliant and is certified by the Card Organizations.
9.2. Client is able to control the security of the payment instruments, by enabling or disabling them for certain transactions, such as Internet transactions, ATM cash withdrawal or other, receipt of SMS or email after each transaction with Card, and imposing limits, which are more stringent than iPay's default spending limits via the Service (online account, Mobile App or SMS commands via registered mobile number or in other available ways). Client agrees to use these security control mechanisms available via the Service in order to minimize the risks of unauthorized access to Client's account and unauthorized transactions. Client must use the functionalities of the Service for disabling cards for Internet transactions and cash withdrawals only with one click or with SMS and enabling such Internet transactions or cash withdrawals only when Client wishes to make such transactions.
9.3. Client agrees to use the Client's credentials, such as username and password and other personalized security features for Client's payment instruments only in accordance with this Agreement and with the law. Client must not provide and must not allow disclosure of the personalized security features to a third party even where the Card or payment instrument is PIN based, because even in this case Card or payment instrument can be comprised and result in unauthorized transactions, for which Client is fully liable. Client must not disclose the credentials for access to a Business account (username and password), because they may be identical with the credentials for access to Client personal account and there is a risk of unauthorized transactions. The breach of this obligation is breach of Client's obligation for protection of personalized security characteristics of payment instrument and Client will be fully liable for unauthorized transactions as a result of Client's breach of this obligation willfully or with gross negligence.
9.4. If Client is using the Service in a business capacity or as a Client of Business account, Client agrees that:
(i) all employees, agents, representatives and others having access to Client Credentials or personalized security characteristics of payment instrument/s of Client, will be considered as properly authorised to use Client account and/or make any payment orders via all payment instruments and perform all actions to which Client is entitled and will legally bind the Client, business, partnership or other legal entity concerned;
(ii) Client or a person explicitly authorized by Client has the right to authorize users of Business account of Client and/or payment instruments related to it, whose rights for ordering payment transactions, reversal, receiving of information, authorizing or removal of other users and other rights are defined by iPay on the website of the Service or in the online account and can be additionally individualized by Client or a person explicitly authorized by Client according to the functionalities of the Service.
(iii) Each payment order from authorized user will be considered as approved by Client and irrevocable according to the rules on Receipt of Payment Order and Irrevocability above. In case Client wishes to limit rights for access to the Business account of certain authorized users, the legal representative of Client or a person explicitly authorized by Client according to iPay requirements, can perform this operation via the online account or send to iPay a request dully signed by Client via the Client's registered e-mail.
9.5. Client acknowledges and agrees that all Cards linked to Client's account are providing access to the e-money in Client's account and Client shall be liable for all transactions and charges arising of the use of Cards, associated with Client's account.
9.6. If Client believes that Client's account or other payment instruments have been used in an unauthorised manner or in case of unauthorized transactions, Client has to contact iPay without undue delay. Client agrees to notify iPay via the Contact Center or via "Contact us" on iPay website for the Service, immediately and without delay in case of loss, theft, misappropriation or unauthorised use of credentials and/or personalized security features and/or payment instruments, including, but not limited to Cards, and to take all preventive and security measures as allowed by the Service, including to disable the compromised payment instruments via the Service, or allow iPay to do it and limit the risks of unauthorized transactions and damages. Client also agrees to notify iPay without undue delay and in the same manner of any other breach of security regarding the Service of which Client has knowledge.
9.7. iPay may suspend the use of the Service in part of wholly, including block the Card, or account, where it suspects that their security may have been compromised or that unauthorised or fraudulent use has taken place. iPay will inform Client in advance or, if that is not possible, immediately after, of the suspension of the use of the Service, specifying the reasons for the suspension, unless such provision of information would compromise reasonable security measures or be otherwise unlawful. iPay will provide the Service or replacement credentials or personalized security characteristics to Client, as soon as practicable after the reasons for the suspension cease to exist and on condition that Client has performed all obligations towards iPay.
9.8. More information on security measures, which Client must and is able to take, is provided on web page of iPay for the Service or in the online account.
10.2. Professional Secrecy Obligation of iPay: iPay, including its personnel and Agent, must maintain secrecy of the information entrusted to iPay in the context of its professional activity. Client acknowledges and agrees that iPay shall approve or decline payment transactions without disclosing information on Balance in Account to third parties. Client acknowledges and agrees that for the purposes of charge back or fraud detection and prevention reasons, iPay may disclose necessary information related to payment transactions with Card or other payment instrument with the logo of Card Organization to Bin Sponsor and/or Card Organization or Regulator. The professional secrecy requirement ceases where the disclosure of information is authorised or required by applicable legislation. The obligation of secrecy does not affect national and foreign authorities responsible for the prudential supervision of the financial sector, provided that they act within their legal competence for the purpose of this supervision and provided the disclosed information is covered by the obligation of professional secrecy of the receiving supervisory authority.
10.4. Client Identity Verification for Anti-Money-Laundering Requirements and Fraud detection:
(a) Client acknowledges that iPay is offering and continues to offer the Services to Client on the condition that Client satisfies all due diligence and identity checks that iPay may conduct, and that Client complies with iPay, Card Organization, and regulatory anti-money-laundering requirements. Identity checks may include credit checks, anti-money- laundering checks required by relevant legislation, checks required by card associations and checks to meet relevant regulatory requirements. Client will provide all assistance requested by iPay in carrying out such checks and determining compliance with anti-money-laundering requirements, including the provision of such additional registration or identity verification information as iPay may require at any time.
(b) Client consents to iPay sharing with and obtaining from third parties, and to the extent permitted by law, information held about Client, including personal data as defined under relevant data protection legislation, for the purpose of iPay conducting applicable due diligence and identity checks, and Client agrees that such third parties may retain the information shared in this way.
(c) Non-satisfaction of the conditions in this clause, including that Client provides information requested by iPay to conduct identity verification or determine compliance with anti-money-laundering requirements, may result in decline or immediate suspension of the Client's use of the Service and/or also termination of this Agreement without prior notice to Client.
10.5. Client data and issuing of Cards:
Client acknowledges that iPay shall provide Cards to Client issued by a third company ("BIN Sponsor") and authorization of card transactions may be performed by the BIN Sponsor (licensed Issuer), where authorizations of payment transactions with cards with the logo of the Card Organizations will be authorized by a third company ("Acquirer"), which third party is a company Principal Member of Card Organizations and a licensed Stored value Institution. For the purposes of Card issuing, blocking and re-issuing, authorization of transactions and charge backs of unauthorized transactions with Card, as well as authorization and settlement of transactions, Client consents to iPay sharing with and obtaining from the BIN Sponsor to the extent permitted by law, information held about Client, including personal data as defined under relevant data protection legislation. Non-satisfaction of the conditions in this clause may result in decline or immediate suspension of the Client's use of the Service.
11.1. Client may only use the Service in bona fide and in accordance with the functionalities of the Service as defined in the online account of the Service and the use of Card as defined by the Card Organization and in compliance with this Agreement. Client agrees to use the Service only as permitted by:
(i) The Agreement, and iPay Acceptance Policy, part of this Agreement, available on the website for the Service and all documentation included in myPOS package or technical documentations or manuals for iPOS;
(ii) Characteristics, settings and limits of the Service, including setting of limits and options by Client as allowed by the Service, as published and updated by iPay from time to time on iPay website for the Service or in User Interface for the Service; and
(iii) Any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
11.2. It is strictly forbidden to use the Service in violation of the Agreement, or for any illegal purposes including but not limited fraud, money laundering, tax evasion or other illegal activities. In particular, Client shall under no circumstances use the Service for activities or execution of transactions, which without limitation involve or may involve any of the following:
(a) Breach of this Agreement (including, without limitation, providing false identifying data, such as false names, e-mail address, multiple mobile numbers or other data, with the aim or resulting in opening of multiple Account accounts for a single user or avoiding the limits imposed by iPay in another way); or
(b) Breach or risk of breach by Client or by iPay of any law, statute, contract, or regulation applicable (for example, those governing payment services including anti-money laundering or terrorist financing, or similar regulatory requirements, including where iPay cannot verify the identity or other data about Client according to regulatory or Internal requirements of iPay, consumer protections, unfair competition, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any Goods or Services according to all applicable laws); or
(c) Abuse by him of the reversal or chargeback process provided by Client's bank or credit card company; or
(d) Use of the Service in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to iPay, Branch or Agent of iPay; or
(e) Initiation of transactions that may be considered to be cash advances or assisting in cash advances from Merchants or to facilitate the purchase of cash equivalents (travellers' cheques or money orders, etc.); or
(f) Infringement of iPay or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; or
(g) Use the Service in connection with any other underlying illegal transaction;
(h) Use of the Service for any sale of purchase of goods and/or services, which are not acceptable to iPay as determined on iPay website for the Service or instructed in writing by iPay.
11.3. Client may not use the Service and/or may not accept the Agreement and iPay may temporarily stop or terminate the Service or Agreement immediately and without prior notice to Client, if:
(a) Client is not of legal age to form a binding contract with iPay and operate the payment instrument or funding instrument for use with the Service; or
(b) Client is a person barred from receiving the Service under the applicable laws or Regulations of Card Organizations or other Organizations or rules or policies of iPay;
(c) Client has not been dully identified or verified by iPay, upon single discretion of iPay;
(d) Client's is not using the Services for Client's legal business or professional activity or Client's activity is not compliant with the laws; or
(e) Other important reasons, upon discretion of iPay, such as risk and compliance;
11.4. iPay shall be entitled to notify Client at any time on non-acceptance to the Service via e-mail. The decision for the refusal is strictly in iPay's discretion and iPay shall not be liable for whatsoever compensations.
11.5. Client authorizes iPay to obtain a credit report and/or to otherwise make credit or other background enquiries from time to time, as iPay may deem appropriate, to evaluate Client registration for or continued use of the Service.
11.6. Client agrees not to access (or attempt to access) any of the Service by any means other than through the User interface of the Service and Card that are provided by iPay for the Service, unless Client have been specifically allowed to do so in a separate agreement with iPay. Client acknowledges that this restriction will apply to use of the Service by any automated means.
11.7. Client agrees that Client will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
11.8. Client agrees that Client will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose.
11.9. Client agrees that Client is fully responsible for (and that iPay has no responsibility to Client or to any third party for) any breach of Client obligations under the Agreement and for the consequences (including any loss or damage which iPay may suffer) of any such breach.
11.10. Client acknowledges and agrees that in order to meet all obligations after the Anti-money laundering Act and the Act on prevention of financing of terrorism and other documents related to their execution, as well as all applicable legislation in the field, iPay may establish general practices and limits concerning the use of the Service without prior notice to Client, including, without limitation, individual or aggregate transaction limits on the value or turnover of e-money, transaction or other limits on the value, type or number of funding transactions or Payment Transactions during any specified time period(s). iPay shall notify Client for every amendment in the common practices and limitations within reasonable time unless such notification is prohibited by aforementioned Anti-money laundering Act and the Act on prevention of financing of terrorism.
11.11. iPay may refuse to execute any acquiring or payment transaction, payment Order or other use of the Service if iPay has reasonable grounds to suspect fraud, a breach of the applicable Agreement by Client or the Merchant, or a violation of law or regulation of Card Organization or other Organization. Transactions may also be delayed due to iPay's compliance with its obligations under applicable anti-money-laundering legislation, including if iPay suspects that the transaction involves fraud or illegal or non-acceptable activities. In the event that iPay refuses to execute a Funding or Payment Transaction or Payment Order, Client will be notified, unless it is unlawful for iPay to do so or would compromise reasonable security measures.
11.12. Client acknowledges and agrees that if iPay disables access to e-money account or to any payment instrument, Client may be prevented from accessing the Service, Client's account details or any files or other content which are contained in Client's account or connected to Client e-money or payment instruments.
11.13. iPay is not liable for declined payment transactions or lack of Service, due to lack of authorization of the transaction from the Isuuer of the card, enough balance in the account, use of Card without name of cardholder or in case of Merchants not accepting payments with such Cards, or offline transactions (Cards are generally not accepted for offline transactions, such as payments on toll roads, or other, however, this does not exclude Client liability for offline transactions, if any), lack of Internet, or problems with hardware or software of Client, or exceeding the limits set by Client as allowed by the Service, or the general limits, determined by iPay, or any other reason beyond the reasonable control of the iPay.
11.14. Non-satisfaction of the conditions in this Agreement and/or iPay Acceptance Policy, may result in immediate suspension of the Client's use of the Service, blocking of funds in Client's account, right of iPay to withhold funds in Client's account for satisfaction of damages incurred by iPay, because of Client breach, claim by iPay against Client, initiation of procedures before competent regulatory bodies or Card Organizations, and also termination of this Agreement without prior notice to Client.
12.1. iPay will charge Client fees to use the Services, as specified in the Tariff. Tariff may be changed by iPay unilaterally with 2-month notice to Client. The fee for the acquiring services, which depends on the interchange fees and other similar fee of the Card Organizations, may be chaged by iPay with shorter notice in cash of Regulatory change. Updates in Tariff will be indicated on the Website for the Services and/or in Client online account for the Service. In addition to the fees, Client agrees to pay to iPay the extraordinary costs for any tests, registration, accreditation, web crawling, special API developments or similar unusual or unpredicted costs incurred by iPay. iPay may also charge Client with administrative fees for providing paper statements, if requested by Client, or other information, which is different from the information provided in Client online account for the Service.
12.2. Currency conversion: If transaction involves a currency conversion, it will be completed at a foreign exchange rate determined by iPay plus a foreign exchange fee expressed as a certain percentage above the exchange rate. Foreign exchange rate is adjusted regularly based on market conditions (the wholesale exchange rate at which iPay obtains foreign currency). The exchange rate may be updated daily by iPay and can be viewed in the online account. The foreign exchange fee is retained by iPay and will apply whenever iPay performs a currency conversion. The applicable exchange rate and the "Currency Converter" tool can be accessed through the online account of the Service and used to see what foreign exchange rates plus foreign exchange fee apply for a certain transaction, involving currency exchange.
12.3. Processing currency and settlement currency: Processig currency is the currency in which the Client will charge its customers. The transactions wil be processed in EUR, USD, GBP or other currency, supported by iPay and explicitly agreed on with Client. The settlement currency is the currency in which iPay shall credit the Client's Balance or bank account with amounts due by iPay to the Client. The amounts due from iPay to Client shall be settled in EUR, USD, GBP or other currency, supported by iPay and explicitly agreed on with Client. Processing and settlement currencies shall be chosen by the Client upon subscription or activation of the Service and later may be changed upon request by Client to iPay and upon possibility of iPay for a change. In case the processing and settlement currencies differ, iPay shall apply a currency exchange rate of iPay and its banks for the date of the settlement to Client.
12.4. Where a currency conversion is offered at the point of sale by the Client, not by iPay, Payer chooses to authorize the payment transaction on the basis of the Client's exchange rate and charges; iPay has no liability to Payer for that currency conversion.
12.5. Client acknowledges and agrees that iPay is authorized to satisfy immediately as they become due any obligations of Client towards iPay under this Agreement or other, by debiting or withdrawing directly funds from Client Account, or from Reserve and/or Hold/Pending amounts provided by Client or kept by iPay, or any outstanding sums owed by iPay to Client. iPay will inform Client on the ground, amount and value date of such withdrawals.
12.6. In case of delay of Client to pay a due obligation to iPay, Client will owe to iPay a penalty for delay in the amount of 0,05% per day of the delayed amount, until due payment.
12.7. In case where the balance in Client's account in certain currency is not enough to cover the amount of a certain transaction or obligation of Client, Client agrees and authorizes the iPay to debit the necessary amount from available balance in Client's account held in other currency, applying the foreign exchange rate of iPay for the date of the conversion, notified in the online account or website for the Service. The priority order for conversion of currencies in Client's account is given after System's default order or may be set by Client in which case iPay is obliged to keep the manually determined order.
12.8. In case Client receives e-money in Currency, supported by iPay, different from the currency of Client's account, Client agrees that iPay shall issue e-money in the received currency, where the total balance of e-money held by Client shall be shown in the Principle currency of Client's account at the foreign exchange rate, applied by iPay at the date of check of balance.
12.9. Payment transactions with Card, made in a currency other than the currency of the issued Card, will be converted by iPay applying foreign exchange fee expressed as a certain percentage above the effective foreign exchange rate of the respective Card Organization for day in which the payment transaction has been executed, cleared or settled with the Card Organization. Foreign exchange fee is shown in the tariff and retained by iPay. All fees shall be charged to Client in the currency of the issued Card.
12.10. Client acknowledges and agrees that iPay is authorized to satisfy immediately as they become due any obligations of Client towards iPay under this Agreement or other, by debiting or withdrawing directly funds from the Client's account or any outstanding sums owed by iPay to Client, including by debiting or charging the Funding instrument of Client. The iPay will inform Client on the ground, amount and value date of such withdrawals.
12.11. Client agrees and understands that the financial institution that provides the bank account to Client, used for funding tranactions via bank transfer, may charge Client a fee and/or currency conversion fee in connection with the funding transaction. Client should consult the Terms and Conditions governing Client's bank account for more information about any such fees. iPay is not liable for taxes, fees or costs imposed by third parties.
13.1. Client shall be fully liable for all losses incurred in respect of unauthorized transactions and/or all damages, notwithstanding the amount of the losses or damages, if Client has acted fraudulently or has failed to comply with the Agreement, or any inseparable part of this Agreement, including but not limited to user manuals or acceptance policy or the law. Client shall be liable without limitation for all losses incurred in respect of unauthorized or incorrect use of the Service or Client online account for the Service, or as a result of breach of Client obligations to preserve the security of Client Identifying Credentials.
13.2. Client shall be entitled to redress losses, excluding fees or interest, incurred by Client as a result of unauthorized access to Client online account for the Service after Client has informed iPay on compromised Client Identifying Credentials without undue delay in the day and not later than 7 (seven) days after unauthorized access. Where Client is entitled to redress, iPay will refund the amount, less applicable fees as per Tariff.
13.3. Client agrees to indemnify, defend and hold harmless iPay, from and against any damages, resulting from any and all actions, claims, chargeback, reversals, refunds, recurring transactions, currency conversions, pre-authorization, offline transactions, fraud, demands, penalties, fines, damages, audit expenses or other expenses (collectively, "Claim" or "Claims") which iPay, its branches, its Agents or sub-contractors may at any time during the term of this Agreement or within 5 (five) years after its termination incur or become subject as a result of breach by Client or its employees, agents or sub-contractors of any provision, warranty or representation in this Agreement, or any inseparable part of this Agreement, or Regulations of Card Organizations, iPay or other Organizations. Furthermore, Client agrees to indemnify, defend and hold harmless iPay, from and against any damages, resulting from any Claim and penalties: (a) аrising out of incorrect statement or registration or any changes in the information provided for the Client, including but not limited to integrational data for Client, such as name,address and other data, to which Client has agreed under this Agreement; or (b) arising out of the Client's or his employees, agents or sub-contractors, or end customers or 3rd parties using the Service willful acts or omissions, gross negligence, or other similar wrongdoings, manual operations, stand-in process, system malfunction, or other unlawful use of the Service; or (c) arising from Client's or his employees, agents or sub-contractors, or end customers or 3rd parties using the Service failure to comply with any law or Regulation including but not limited to AML, data protection laws, cardholder data information and other rules and Regulations. Client agrees that iPay is authorized to satisfy immediately as they become due any obligations of Client to iPay under this Agreement or other Agreements from Reserve and/or In case Client does not agree with the increase of reserve or collateral, Client or iPay can terminate this Agreement as stipulated below in this Agreement.
13.4. Clients liability in relation to Intellectual property rights and publicity:
13.4.1. Subject to all terms and conditions of this Agreement, iPay authorizes Client and Client agrees to use the logo and Marks of iPay, such as iPOS, myPOS, iPayAccount, MasterCard, VISA and JCB (referred to as "Marks") in accordance with the conditions set out in this Agreement for the sole purpose of using the Service. Client is authorized to use the Marks only on the Client's promotional materials and website to indicate that Payers can pay the offers of Client via Account.
13.4.2. Intellectual property rights in (1) any software or documentation supplied by iPay to the Client for or in connection with the Service, and (2) any custom graphic interfaces, design elements, graphics or other applications or content which iPay may provide and which are placed on or incorporated into the Client Website, remain the property of iPay or its licensors. Client is not authorized in any way to copy, reproduce, diassemble, sell, lease or in any other way provide the use of the payment instruments, online accounts, software, platforms, APIs or mobile POS devices or any other development or material of iPay.
13.4.3. Where any software, documentation, API, applications or other materials or developments are developed or provided by iPay to enable the Client to use the Service, iPay shall be the exclusive owner of such software developments and materials and grants to Client for the duration of this Agreement a non-exclusive, non-transferable license to use the software, documentation or other materials for that purpose only and in accordance with this Agreement.
13.4.4. Client will not, without iPay's prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.
13.4.5. The right to use the Marks and any software, documentation or other materials supplied under this Agreement shall last only for the duration of this Agreement and may not be assigned or sublicensed in full or in part.
13.4.6. Client may make a copy of the documentation and other materials supplied under this Agreement for backup purposes only.
13.4.7. Client shall grant to iPay a non-exclusive, non-transferable (other than in accordance with Clause 17.8) license, for the duration of the Agreement, to use the Client's trade mark and trade names (collectively, the "Client Marks") in the course of providing the Service, on the iPay Website or marketing materials for promotional, reference or operational purposes and may include links to the Client's website on the iPay Website.
13.4.8. Client will not issue any promotional or advertising material containing the Marks, without first obtaining iPay's prior written consent.
14.1. Client acknowledges and agrees that iPay may stop providing the Service to Client, as provided in the Agreement. Client may stop using the Service at any time, without need to inform iPay when Client stops using the Service. The Agreement will continue to apply until terminated either by Client or iPay, as set out below.
14.2. If Client wants to terminate legal Agreement with iPay, Client may do so immediately and without charge for termination at any time by:
(a) Notifying iPay, in accordance with clauses for communication by Client to iPay below; and
(b) Closing Client's account for the Service, including withdrawing or redeeming the available balance of e-money; and
(c) Return of Card to iPay.
14.3. In case of any risk of Damages for iPay, resulting from reversals, chargebacks, claims, fees, fines, penalties, Client's non-compliance with AML/FT or other regulations and other similar liabilities arising from Client's use of the Service, iPay may hold the Client's funds for up to 180 Days even after Termination of Agreement or shorter or longer period, as required by the law, including laws in favor of the consumer. Client will remain liable for all obligations arising under this Agreement even after Termination of Agreement and/or closing of account.
14.4. iPay may, at any time, terminate the Agreement with Client without notice if:
(a) Client has breached any material provision of the Agreement or law or Regulations of Card Organizations or other Organizations (or have acted in a manner which clearly shows that Client does not intend to or is unable to comply with the material provisions of the Agreement); or
(b) iPay is required to do so by law or Regulations of Card Organizations or other Organizations (for example, where the provision of the Service to Client becomes non-compliant with the Regulations); or
(c) Client is in delay of payment of amounts due to iPay for more than 2 (two) months or Client is in delay of payment of amounts due to iPay for more 1 (one) month twice or more during 6 (six) consecutive months, after Client has been invited to pay the due amounts via email; or
(d) in case of reasonable doubt or proven attempt, or participation, or committed illegal copying or storing of Cardholder Information or illegal use of Cardholder Information, use of fraudulent or copied cards or other illegal activity, in which case Client data and reason for termination of Agreement will be reported in data bases of Card Organizations, used by all banks, payment institutions and other members of Card Organizations; or
14.5. Unless a shorter period is provided in this Agreement, as permitted by law, iPay may, at any time, terminate the Agreement by giving Client two (2) months' notice.
14.6. When this Agreement comes to an end, all of the legal rights, obligations and liabilities that Client and iPay have benefited from, or which have accrued over time whilst the Agreement has been in force, or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of clause 19.5 will continue to apply to such rights, obligations and liabilities indefinitely.
14.7. Redemption of e-money upon closing of account:
14.7.1. Client is entitled to request personally by sending an e-mail from "Contact Us" on the website of iPay for the Service to redeem (buy back) part or all available balance of e-money of Client, less all applicable fees. The request for redemption of e-money has to be signed by a legal representative or a person explicitly authorized by the Client of Business Account. Subject to the successful completion of applicable anti-money-laundering, fraud and other illegal activity checks of every request for redemption by iPay, iPay will redeem the amount of the outstanding e-money, less the applicable fees, such as redemption fee, determined in Tariff or currency conversion fees if applicable and possible bank transfer fees for the bank transfer. iPay shall initiate transfer of the remaining amount to Client personal bank account, which has to be in the same currency as the currency in Client's account or in one of the currencies, supported by iPay, as notified by iPay on the website of iPay for the Service.
14.7.2. iPay is not liable for incorrect transactions based on false or incomplete information. iPay shall not be liable for delays in the redemption of e-money where the delay is caused by any third party involved in the transfer transaction of redeemed money.
14.7.3. Client cannot request and is not entitled to e-money redemption if there is no balance available in Client's account for whatsoever reason or balance is not enough to cover the fees for redemption.
14.7.4. If the outstanding amount of e-money cannot be redeemed in accordance with this clause, Client has six (6) years following termination of the Agreement to request the redemption of the outstanding amount in full and in compliance with this Agreement, after which time any e-money left in Client's account becomes the property of iPay. For the purposes of this clause, the Agreement terminates when Client is no longer able to use Client e-money for the purpose of making Funding and/or Payment transactions or use of the Service. Any redemption made, pursuant to this clause, is subject to the successful completion of applicable anti-money-laundering, fraud and other illegal activity checks, and Client agrese to provide the information requested by iPay in order for iPay to complete these checks. Nothing in this clause limits iPay's right to terminate the Agreement, pursuant to the other clauses of this Agreement or the law.
14.8. iPay Return Policy: Client is not allowed to dispose of the mobile POS device, including its battery or other components without observing the regulations for waste of electrical equipment. Upon termination of this Agreement Client must return the mobile POS, including Card to iPay via post, including filled Return Form as set out in detail in iPay Return Policy. iPay shall not make a refund of price or delivery charges.
15.1. iPay, its Agents/Distributors or sub-contractors make no express warranties or representations with respect to the provision of the Service. In particular, iPay, its Agents/Distributors or sub-contractors do not warrant to Client that:
(a) Client use of the Service will meet Client requirements or expectations;
(b) Client use of the Service will be uninterrupted, timely, secure or free from error; and
(c) Any information obtained by Client as a result of use of the Service will be accurate or reliable.
15.2. No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service, except to the extent that they are expressly set out in the Agreement.
16.1. Nothing in the Agreement will exclude or limit iPay's liability for losses which may not be lawfully excluded or limited by this Agreement or by applicable law.
16.2. Subject to Clause 16.1 above, iPay, its Agents/Distributors or sub-contractors or Licensees, will not be liable to Client for:
(a) Any indirect or consequential losses which may be incurred by Client. This will include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by Client;
(b) Any loss or damage which may be incurred by Client as a result of:
(i) Any reliance placed by Client on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Client and any advertiser whose advertising appears on the Service;
(ii) Any change which iPay may make to the Service or any permanent or temporary cessation in the provision of the Service (or any features within the Service);
(iii) Malfunction of the Service;
(iv) The deletion of, corruption of or failure to store any communications data maintained or transmitted by or through Client use of the Service;
(v) Client failure to provide iPay with accurate account information; and
(vi) Any fraudulent use of the Service by Client or third parties;
(c) Any compensation for fees or interest paid or levied on Clients as a result of non-performance or incorrect performance of a payment transaction.
17.1. Client agrees that iPay may make changes to the Agreement from time to time. iPay shall give Client two (2) months' notice of changes in the Agreement, unless shorter period is necessitated by a Regulatory change, or is allowed by law, via email sent to Client email address and/or by notifying Client in the online account or the website of the Service before their proposed date of entry into force.
17.2. Client understands and agrees that Client will be deemed to have accepted the changes unless Client notifies iPay to the contrary by notice, as provided in clause 18.5, prior to the date on which the changes are to come into effect, in which case the Agreement will terminate without charge for termination immediately before the effective date of the changes.
17.3. Nothing in Section 17 will limit:
(a) iPay's right to update and revise its policies from time to time or to add new features to the Service from time to time without prior notice, which may be accepted by Client by using the new feature. Such revisions may take place using a method chosen at iPay's discretion, and such method may include email communication or publication on a iPay website for the Service; and
(b) The parties' right to vary the terms of this Section 17, where the variation is not prohibited by law and both parties agree to it.
18.1. All information will be made available or provided to Client in an easily accessible manner, in easily understandable language, in a clear and comprehensible form and in English.
18.2. Statements, notices and other communications to Client may be made by mail, email, postings on the iPay's website for the Service or other reasonable means.
18.3. iPay may communicate with Client regarding the Service by means of electronic communications, including (a) sending email to Client email address or (b) posting notices or communications on iPay's website for the Service. Client agrees that iPay may send electronic communications to Client in relation to any matter relating to Client use of the Service, including the Agreement (and revisions or amendments to the Agreement), notices or disclosures regarding the Service and payment authorisations. Particular communications will be handled as follows:
(i) The Agreement will be provided to Client at the sign-up in a printable form;
(ii) Changes to this Agreement after the sign-up will be provided in an email sent to Client email address and/or on the website for the Service or the online account;
(iii) Except where this Agreement provides otherwise, a notice to terminate this Agreement will be provided in an email sent to Client email address;
(iv) Information about balance or transactions or statements will be made available in Client's account accessible online via Internet or in the online account in transaction history;
(v) Information about a suspension of the Service will be made available in Client's account accessible online via Internet or in the online account; and
(vi) Information about the rejection of transactions with e-money will be made available in Client's account accessible online via Internet or in the online account in transaction history.
18.4. Client should maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to Client in an electronic format is provided under the assumption that Client will be able to print or save such information.
18.5. Any notice sent to iPay under this Agreement should be sent by registered post to iPay's address of registered office, stated above in the Agreement, except that:
(i) Notification of loss, theft, unauthorized use or security breach must be made immediately to the Contact Center of iPay, on numbers notified to Client by iPay or has to be sent, as soon as possible, through "Contact us" on iPay's website for the Service;
(ii) Notification of application for Card, purchase of e-money in a currency other than the Primary currency of the account, redemption of e-money upon termination of this Agreement should be sent through "Contact us" on the website for the Service.
(iii) Notification by Client that Client does not agree to the amendment of the Agreement and wishes to terminate the Agreement prior to entry into force of the amendments should be sent through "Contact us" on the website for the Service from Client or a person explicitly authorized by the Client.
19.1. Unless otherwise expressly stated in the Agreement or Tariff, all amounts stated in the Agreement are denominated in EURO (EUR).
19.2. Sometimes Agents, Distributors or Sub-contractors of iPay may provide all or part of the Service to Client on behalf of iPay. Client acknowledges and agrees that iPay has the right to use Agents, Distributors and sub-contractors to provide the Service to Client.
19.4. Client agrees that if iPay does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which iPay has the benefit of under any applicable law), this will not constitute a waiver of iPay's rights and that those rights or remedies will still be available to iPay.
19.5. If any court of law having the jurisdiction to decide on a matter relating to the Agreement rules that any provision of the Agreement is invalid in respect of a certain Client, then that provision will be removed from the Agreement with this Client without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
19.6. Client may not assign Client rights under the Agreement or otherwise sub-contract or transfer any of Client rights or obligations under the Agreement without the prior written consent of iPay.
19.7. iPay may transfer its rights and obligations under the Agreement to third party, which is licensed as Stored value institution giving to Client at least two-month notice previous the date of the transfer per e-mail. In case of such transfer and if Client disagrees with it iPay shall provide the Client the possibility to terminate the Agreement free of taxes, penalties or other.
19.8. Any claim or dispute arising under the Agreement or as a result of the provision of the Service by iPay should, in the first instance, be referred to iPay through "Contact us" on the website for the Service. Client has to submit Complains in writing and clearly stating the reasons for complaint. iPay shall try to resolve the complaint, within reasonable term upon receipt of clear and correctly submitted complaint.
19.9. Both Parties agree that the authentic and/or correct execution of transactions and operations shall be proven with print-outs or statements printed or generated from the iPay's IT systems, such as the online account of Client, the website of iPay for the Service, Card System of iPay or BIN Sponsor, Issuer or Acquirer, Register of E-money of iPay or other software systems or platforms used by iPay in the capacity of regulated E-Money Institution or its Agents/Distributors or sub-contractors, in their capacity of authorized Agents/Distributors or sub-contractors of iPay, licensed to use software or platforms of iPay.
19.10. "myPOS", "myPOS package", "iPOS", www.mypos.eu, www.ipay.eu, and all related URLs, logos, marks or designs, software, interfaces or other related to the Services, including logos and marks of Card Organizations are protected by copyright, trademark registration or Patent or other intellectual property right of iPay or third party Licensor. Client may not use, copy, imitate, modify, alter or amend, sell, distribute or provide them without iPay's prior written explicit consent to do so in a separate Agreement.
19.11. The Agreement and Client relationship with iPay under the Agreement will be governed by Singapore law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. Nevertheless the Client agrees that iPay will still be allowed, upon iPay's discretion, to bring a claim or apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
"Acquiring" means the process of authorization of transactions by Card Issuers and Card Organizations or by iPay as Issuer of e-money, made with e-money and/or payment cards with the logo of MasterCard, VISA or JCB via iPOS or myPOS and the payment gateway between Aquirer and the Card Organizations and the settlement of due sums from iPay to Client;
"Acquirer" means the company Principal member of the Card Organizations MasterCard, VISA or JCB, licensed to provide acquiring services and subcontracted by iPay to provide acquiring services to iPay for the needs of the Service, which company at present is iCARD - Intercard Finance AD, Stored value Institution under the Stored value Directive 2009/110/EC (the "EMD") with license No. 4703-5081/25.07.2011, Principal Member of MasterCard, VISA and JCB, (hereinafter referred to as "Acquirer") or any other company, which iPay may chose to use as "Acquirer" in future;
"Account", or "e-account" or "account for e-money" or "myPOS account", means a Business account for stored value, provided by iPay to a Merchant or a Professional (eligiable Client) to receive the money due from iPay to Client from the acquiring services and for a use agreed under this Agreement, which is different from personal, private, or household needs of Client, which can be Basic or Standard or other type, depending on the regulatory and other limitations imposed on the account;
"Balance" means any stored value (E-money) in any currency, supported by iPay that Client has in Client's account for e-money;
"Business account" means an account for e-money used primarily for business purposes and not for personal, family, or household purposes;
"Business Day" means a day (other than a Saturday or Sunday) on which banks in Luxembourg are open for business (other than for the sole purpose of 24-hour electronic banking);
"BIN Sponsor" means a company different from iPay, Principal Member of the Card Organizations, MasterCard, VISA, JCB and other, licensed to issue and acquire payment cards, prepaid cards, credit cards, NFC stickers, mobile POS, Internet acquiring and other payment services, which has a contract with iPay for BIN sponsorship and issuing and acquiring of payments cards and other payment instruments and payment services.
"Card" or "Business Card" or "myPOS Business Card", or previously issued and still not expired cards for the Service, collectively called "Card", means a payment instrument with the logos of iPay and one of the Card Organizations, providing possibility for the cardholder to submit payment orders for payment on POS and in Internet, or ATM transactions, such as cash withdrawal or balance check. The Card is linked to the account of Client for e-money. Card is always personalized with personalized security characteristics, such as PAN, expiry date, CHIP & PIN based, CVV or CVC or similar characteristics, with or without cardholder names embossed. "Additional card" means a card, which is linked to the account of Client for e-money, with or without Client's names or close associates of Client, embossed on Card. Cardholders of additional cards, different from Client, do not have account for e-money and use the stored value of Client.
"Client" means the person so named on this Agreement and/or anyone reasonably appearing to iPay to be acting with the Client's authority or permission operating legal business or professional activity, using or intending to use for the business or professional activity one or more of the Services under this Agreement. Client is not a consumer, because Client is using the Service under this Agreement in its business capacity;
"Client Website" or "Client URLs" or "Client URLs"means the World Wide Web site(s) or URLs of Client, on which the offers for all products (goods), services and information including text, words, names, graphics, (including logos), software (including all software applications), video, audio or other offers are hosted, which are approved by iPay for the Service;
"Client business activity" means the legal commercial or other lawful business or professional activity of Client, which iPay has approved and for which Client uses the Services under this Agreement, to accept payments from customers in the course of Client's business activity;
"Client online account " or "online account" means the personalized web page, provided to Client by iPay for check of authorized and declined transactions, check of Reserved amount, check of balance of e-money, making payment orders, requests for reversals, receiving of notifications and other important communication from iPay and other functions as available for the Service, which can be accessed by Client and entitled personnel of Client with the credentials provided by iPay;
"Client email address" means the email address provided by Client during sign-up for the Service or later amended by Client via the Service, which iPay will use for communication with Client;
"Client mobile phone number" means the mobile phone number provided by Client during sign-up for the Service or later amended by Client via the Service, which iPay will use for sending OTP to Client and for communication with Client;
"Currencies, supported by iPay" means various currencies, supported by iPay for the Service, in which iPay issues stored value, notified on the website of iPay for the Service;
"Distributor" means a third party different from iPay, authorized by iPay to market, sell and distribute myPOS thought the Distributor's network;
"iPay" means iPay International SA, Luxembourg, which acts as a Promoter of the Acquirer for the purposes of this Agreement;
"iPOS" means a Service, provided by iPay under this Agreement, upon explicit request of Client and after approval by iPay and successful integration with the API of iPay for iPOS, designated to Clients with Internet sites for acquiring and settlement of payments online with stored value, issued by iPay and/or payment cards bearing the logo of the Card Organizations. iPOS service is described in detail in iPOS Manual, which is available on the website for the Service;
"myPOS package" or "Packages" includes a mobile POS terminal (including original manufacturer accessories, such as cables, charger and a battery), account for e-money with IBAN and prepaid Business Card, and Technical Specifications, Quick User Guide and Activation Instructions;
"mPOS" means the mobile POS terminal, included in myPOS package, certified by the Card organization, enabled to acuire payments everywhere and not fixed to a ceratin business location, which uses Internet connection in order to accept card payments and operate. iPay can provide a range of mobile POS terminals with different characteristics communicating via Bluetooth, Wi-Fi, USB, GPRS, with or without receipt printer, as available on the website for the Service. The Technical Specification for the specific type of mobile terminal is included in each myPOS package and provided on th ewebiste for the Service.
"Payer" or "Buyer" means a natural or legal person or any other third party that pays for goods and/or services with payment card or with Account via iPOS or myPOS;
"Personalized security features" or "Identifying Credentials" means all personalized security characteristics of all payment instruments, such as the username and password, cardholder data, PAN, expiry date, CHIP & PIN, CVV, CVC or similar codes, OTP (one time password), security codes and all other unique and/or identifying information that iPay provides to Client to access Client's account and payment instruments and use the Service under this Agreement;
"Principle currency" means the currency selected by Client as default currency of Client's account and most frequently used by Client, upon registration for the Service, or later amended by Client via the Service, amongst the currencies, supported by iPay, in which currency is the Tariff of iPay for the Service, applicable for Client;
"Processing currency" means thecurrency in which the Client will charge its customers, selected by Client upon registration for the Service;
"Regulator" means any institution or organization, regulating the activities of iPay as a licensed Stored value Institution, including but not limited to authorities in Singapore, authorities in other countries, where the sub-contractors of iPay are, or any Regulator regulating the activity of the Acquirer, such as the Card Organizations or National Bank, or Anti-money laundering authorities and others;
"Regulations" or "Rules" means any present or future law, enactment, tariffs, direction, notification, order, regulation, regulatory policy, guideline, requirement or industry code of act or instruction on behalf of a Regulator of iPay, including Regulator of the Acquirer and/or BIN Sponsor of iPay, or internal acts adopted by iPay or the Acquirer and/or BIN Sponsor in performance of regulatory obligations;
"Regulatory Change" means any change in any Regulations, including change of interchange fees or other fees of Card Organizations or any other change in the Regulations, which may require a change in the Tariffs under this Agreement, or change in the manner of provision of the Services, change of Services, change of Charges, termination or change of other clauses in this Agreement;
"Services", "iPOS" or "myPOS" or"myPOS package", referred to as "Services" or "Service", means the services for acquiring of payments with cards with the logo of the Card Organizations and settlements of proceeds to account for e-money of Client, where myPOS is designated to physical Merchants (Clients) for acquiring of card present transactions and iPOS is designated to Internet Merchants for acquiring of payments in Internet. The Services also include the account for e-money, used to receive the proceeds from acquiring and money transfers, as allowed by the Service and the Business Card;
"SEPA Transfer" and "SEPA Countries" means an outbound money transfer from Client's account and balance in EUR to any bank account in EUR in SEPA country, complaint with the EU Regulations of SEPA credit transfers. SEPA countries are all countries in EEA and other countries, including Switzerland, Lichtenstein, Iceland and others, officially listed by European Payment Council at http://www.europeanpaymentscouncil.eu/index.cfm/knowledge-bank/epc-documents/epc-list-of-sepa-scheme-countries/ ;
"Settlement currency" meansthe currency, supported by iPay and selected by Client upon registration for the Service, in which iPay shall settle the proceeds from the acquiring in Client's account;
"Stored value" means monetary value issued by iPay on receipt of funds, registered in electronic form in iPay Register of e-money in iPay IT System and indicated as a Balance, which represents a claim of Client against iPay for redemption and is accepted as means of payment by persons other than iPay;
"Unique Identifier" means the unique combination of numbers, letters or symbols, notified by iPay to Client in the online account of Client, which has to be presented by Client upon execution of payment transaction or upon funding of Client's account, in order to identify the user of payment services correctly. Both the Account Number and the IBAN numbers provided by iPay to Client via the Service are used as Unique Identifier of the account of Client;
"Website for the Service" means iPay website for the Service at the URL www.mypos.eu, www.ipay.eu or any other related website for the Service, notified to Client by iPay, accessed by Client via Internet, which is the interface used by iPay for Registration of Client for the Service, concluding this Legal Agreement, activating the Service, providing information to Client prior to entry into Agreement and other important information for the Service and notifications, updated exchange currency rates of iPay, login to Client online account for the Service and other important marketing, financial, legal and security information for the Service.
Consumer advisory - Leupay service, provided by iPay International Services Pte. Ltd is regarded as a stored value facility under Singapore law.
iPay International Services Pte. Ltd, the Holder of Leupay stored value facility, does not require the approval of the Monetary Authority of Singapore. Consumers (users) are advised to read these terms and conditions carefully.