Company Overview
As the Internet has evolved, it has leveled the playing field for small businesses. No matter their size, a small business can now use the Web to gain advantages that at one time only big business enjoyed – such as the ability to reach customers around the globe. The Internet has created a world of opportunities...Who we are
OKPAY is a rapidly growing Company, its founders worked tirelessly on this project since 2007. The Company owners are business people with a vast practical experience in the field of electronic commerce, financial software development, product marketing and sales via the Internet. The origins of our expertise in e-currency and payment processing date back to the year 2000 at least.Guarantee
OKPAY holds hard currency reserves to back up our complete system. The company owns offshore bank accounts which store hard currency in the amount that corresponds to the total amount of clients’ funds in their OKPAY accounts.Our goals
Our objective is to provide a unique experience encompassing the business model of the 'classic' digital currency, which in our eyes consists of privacy, security, borderless international transactions, buyer and seller protection via built-in escrow services or non-refundable payments (by customer's choice) and low fees.OKPAY’s permanent goal is to help small businesses succeed online. However, the Internet is so full of options that it is often a case of too many cooks spoiling the broth. We understand perfectly these daily dilemmas. So with OKPAY services our customers make it easy and affordable for them to reach their online goals — regardless of technical skills, experience, or the current stage of their business life cycle.
Responsibility
Our company used to be a small business and we have experienced all the unique challenges that small businesses face. We have asked the same questions; we have contemplated similar tricky dilemmas. So, even though we have grown over the last few years, we understand the small business customer like few other companies do. OKPAY combines a collaborative global approach, sector-specific expertise, unrivaled investment horizon and a deep understanding of growth drivers with great management skills and a unique ability to build exceptionally successful businesses worldwide.For a small business owner, opening an online store can be their ticket to success – when done right. Our customers can achieve this dream with our guidance and support every step of the way!
Contact Us
Please refer to the Support Service for service issues and inquiries in order to resolve your problem quickly.Visit our section for partners to learn about our offerings for partners, we are open to your suggestions and ideas - contacts us regarding partnership.
Registered address:
OKPAY, Inc., VG1110, Mill Mall Tower, 2nd Floor, Wickhams Cay 1, PO Box 4406, Road Town, Tortola, British Virgin Islands.Mailing address:
OKPAY, Inc., VG1110, Mill Mall Tower, 2nd Floor, Wickhams Cay 1, PO Box 4406, Road Town, Tortola, British Virgin Islands.Legal Documents
OKPAY is a subject of British Virgin Islands (BVI) regulations. All the relations between the company and the clients are governing by the BVI laws.Here you can find the company’s registration certificates, company’s business terms and policies, as well as governing law downloads.
Company Documents
Business Terms and Policies
Governing Law
Legal Agreements for OKPAY Services
For All Users
These legal agreements and notices provide terms and conditions related to specific OKPAY services.Consumers (users) are advised to read these terms and conditions carefully.
For Merchants and Businesses
Money Laundering Prevention
What am I asked to do?
You may find that you are requested to confirm your identity and provide some personal details. OKPAY has put in place a dedicated system of identity verification which ensures the safety and security of both your OKPAY account and the entire payment system. Besides, your transaction volume limit is directly dependent upon the extent to which your identity has been verified.When?
You could be asked to confirm your identity whether you are applying to be a new customer or have been a customer for some time. While our identity verification systems are designed to minimise any inconvenience for you, the verification process may take several days to complete.Why?
Crime and terrorism need cash. Criminals turn the "dirty" cash made from drug trafficking, smuggling, and robbery into clean money by using false identities or taking the names of innocent people - like you. Making sure that people are who they say they are is essential in the fight against crime and terrorism. This does not mean in any way that suspicion is falling on you. Any information about your identity is held confidentially and will help stop your identity being used falsely.Who is involved?
Government and all organisations involved in financial services. All are united in their determination to stop the spread of financial crime as part of the international effort to crack down on financial crime - protecting us all against crime and terrorism.Your co-operation is vital to the successful fight against crime and terrorism.
What the BVI law requires:
- We may be required to verify your identity and address.
- We are required to keep full records of all transactions together with identification provided.
- We are required to monitor any unusual or suspicious transactions of any size.
Privacy Policy
This policy describes the ways we collect, store, use and protect your personal information. You accepted this policy when you signed up for our Service. We may amend this policy at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide you with 30 days’ prior notice by posting notice of the change on OKPAY website.Throughout this policy, we use the term "Personal Information" to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.
1. Personal Information Collection
1.1. When you visit the OKPAY website, we collect your IP address and standard web log information, such as your browser type and the pages you accessed on our website.1.2 If you open an account, we collect the following types of information from you:
- Contact information - your name, address, phone, email, instant messenger ID and other similar information.
- Financial information - the full bank account numbers and credit card numbers that you link to your OKPAY account.
1.4. When you are using our Service, we collect information about your account transactions and we may collect information about your computer or other access device for fraud prevention purposes.
1.5 Finally, we may collect additional information from or about you in other ways not specifically described here. For example, we may collect information related to your contact with our customer support team or store results when you respond to a survey.
2. Cookies
2.1. When you access our website, we, or companies we hire to track how our website is used, may place small data files called "cookies" on your computer.2.2. We send a "session cookie" to your computer when you log in to your account. This type of cookie helps us to recognize you if you visit multiple pages on our site during the same session, so that we don’t need to ask you for your password on each page. Once you log out or close your browser, this cookie expires and no longer has any effect.
2.3. We also use longer-lasting cookies for other purposes such as to display your e-mail address on our sign-in form, so that you don't need to retype the e-mail address each time you log in to your account.
2.4. We encode our cookies so that only we can interpret the information stored in them. You are free to decline our cookies if your browser permits, but doing so may interfere with your use of our website. We may also collect information about your computer or other access device to mitigate risk and for fraud prevention purposes.
3. Personal Information Protection
3.1. We store and process your personal information on extremely secured dedicated servers, and we protect it by maintaining physical, electronic and procedural safeguards in compliance with applicable government regulations. We use computer safeguards such as firewalls and data encryption, we enforce physical access controls to our buildings and files, and we authorize access to personal information only for those employees who require it to fulfill their job responsibilities.4. Use of Personal Information
4.1. Our primary purpose in collecting personal information is to provide you with a secure, smooth, efficient, and customized experience. We may use your personal information to:- provide the services and customer support you request;
- process transactions and send notices about your transactions;
- resolve disputes, collect fees, and troubleshoot problems;
- prevent potentially prohibited or illegal activities, and enforce our Terms of Service;
- customize, measure, and improve our services and the content and layout of our website;
- send you targeted marketing, service update notices, and promotional offers based on your communication preferences;
- compare information for accuracy and verify it with third parties.
5. Sharing Information with OKPAY Users
5.1. To process your payments, we may need to share some of your personal information with the person or company that you are paying or is paying you. Your contact information, date of sign-up, the number of payments you have received from verified OKPAY users, and whether you have verified control of a bank account are provided to other OKPAY users who you transact with through OKPAY. Additionally, you can provide to OKPAY users any information about your account by filling in a special form My Account -> Profile -> Account -> Public Information.5.2. If you are buying goods or services and pay through OKPAY, we may also provide the seller with your address to help complete your transaction with the seller. The seller is not allowed to use this information to market their services to you unless you have agreed to it. If an attempt to pay your seller fails, or is later invalidated, we may also provide your seller with details of the unsuccessful payment. To facilitate dispute resolutions, we may provide a buyer with the seller’s address so that goods can be returned to the seller.
5.3. We work with merchants to enable them to accept payments from you using OKPAY. In doing so, a merchant may share information about you with us, such as your email address, when you attempt to pay that merchant. We use this information to confirm to that merchant that you are a OKPAY customer and that the merchant should enable OKPAY as a form of payment for your purchase. Also, if you request that we validate your status as an OKPAY customer with a third party, we will do so. Please note that merchants you buy from and contract with have their own privacy policies, and OKPAY may not be held responsible for their operations, including, but not limited to, their information practices.
5.4. Regardless, we will not disclose your credit card number or bank account number to anyone you have paid or who has paid you through OKPAY, except with your express permission or if we are required to do so to comply with a subpoena or other legal process.
6. Sharing Information with Other Parties
6.1. We may share your personal information with:- Members of the OKPAY Inc. corporate family -- to provide joint content and services (like registration, transactions and customer support), to help detect and prevent potentially illegal acts and violations of our policies, and to guide decisions about their products, services and communications. Members of our corporate family will use this information to send you marketing communications only if you have requested their services.
- Service providers under contract who help with parts of our business operations; (fraud prevention, bill collection, marketing, technology services). Our contracts dictate that these service providers only use your information in connection with the services they perform for us and not for their own benefit.
- Financial institutions that we partner with to jointly create and offer a product such as the OKPAY credit card where we share information with partner bank to determine whether you should receive pre-approved offers for the OKPAY credit card. These financial institutions may only use this information to market OKPAY-related products, unless you have given consent for other uses.
- Credit bureaus to report account information, as permitted by law.
- Banking partners as required by credit card association rules for inclusion on their list of terminated merchants (in the event that you meet their criteria which includes having OKPAY close your OKPAY Account due to your breach of the OKPAY Terms of Service).
- Companies that we plan to merge with or be acquired by. (Should such a combination occur, we will require that the new combined entity follow this privacy policy with respect to your personal information. If your personal information could be used contrary to this policy, you will receive prior notice.)
- Law enforcement, government officials, or other third parties when
- we are compelled to do so by a subpoena, court order or similar legal procedure
- we need to do so to comply with law
- we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of our Terms of Service.
- Other third parties with your consent or direction to do so.
6.3. If you open an OKPAY account directly on a third party website or application, any information that you enter on that website or application (and not directly on an OKPAY website) will be shared with the owner of the third party website or application.
7. Restrict from Sharing your Personal Information
7.1. Federal and state laws allow you to restrict the sharing of your personal information in certain instances. However, these laws also state that you cannot restrict other types of sharing. Because we have chosen to refrain from certain types of data sharing, the only type of sharing of your personal information that you may restrict is as follows:If you do not want OKPAY to share your personal information with other financial institutions for the purpose of marketing our jointly offered products to you, please log in to your account and uncheck the appropriate box in the My Account -> Profile -> Account -> Notifications.
7.2. You can also control how we use your contact information to market our services to you in the notifications preferences.
8. Accessing and Changing your Personal Information
You can review and edit your personal information at any time by logging in to your account and clicking the Profile link.9. Contact Us About Privacy Questions
If you have questions or concerns regarding this policy, you should contact us by using this form.Terms of Service
THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH OKPAY WILL PROVIDE ITS ACCOUNT SERVICES. THIS AGREEMENT DESCRIBES USER’S RIGHTS AND OBLIGATIONS WHEN USING THESE SERVICES. USER MUST READ THE AGREEMENT CAREFULLY AND BE SURE USER UNDERSTANDS THESE TERMS AND CONDITIONS.CREATION OR USE OF A OKPAY ACCOUNT MEANS USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THE PARTIES TO THIS AGREEMENT ARE THE ISSUER AND THE USER.
1. Definition of Terms
EUR backing the OKPAY currencies is held in trust by OKPAY Inc. for the exclusive benefit of all OKPAY account holders collectively.1.1. "OKPAY"; means the currency backed by EUR; the word "OKPAY"; is a registered trademark.
1.2. "Issuer"; means OKPAY Inc. a British Virgin Islands (BVI) Incorporation.
1.3. "Primary User"; means the User that creates the OKPAY account. Primary User is the owner of the account from the perspective of Issuer. Primary User may add additional Users to the account. The Issuer shall treat all such additional Users as agents or delegates of Primary User.
1.4. "Permissions"; means account access privileges granted by Primary User to designated additional Users. Unless Primary User specifically limits permissions, such additional Users have the same privileges as Primary User with certain exceptions, including, but not limited to (1) the ability to reassign Primary User status and (2) the ability to close the account.
1.5. "User"; means any user accessing a OKPAY account with permissions granted by Primary User.
1.6. "Available Balance"; means the total balance of a particular OKPAY account minus any accrued fees.
1.7. "Spend"; means the act of transferring value between OKPAY accounts. Spends are accounted in EUR (or other foreign currency equivalent) and convey title to that precise amount of value. Spends may not exceed Available Balance.
1.8. "Passphrase"; means a series of characters, known only to User, deemed of suitable complexity as determined from time to time by Issuer. For purposes of this agreement, Passphrase also refers to other authentication mechanisms to which User and Issuer mutually agree.
2. Conditions of Use
User acknowledges that (i) OKPAY is not a bank (ii) OKPAY accounts are not insured by any government agency and (iii) OKPAY is not subject to banking regulations.2.1. User Obligations. User agrees that all User obligations under this Agreement are the joint and several obligations of all the Users with greater than read-only access to a particular account.
2.2. Identifying Information. User must provide Issuer with valid and accurate identifying information as determined from time to time by Issuer.
2.3. Protection of Passphrase
2.3.1. User is responsible for the protection of User’s Passphrase that gives access to User’s OKPAY account. User agrees that, in the event of the loss or misuse of User’s Passphrase, Issuer disclaims all liability for such loss. User shall indemnify and hold harmless Issuer for relying on transactions authorized using User’s Passphrase prior to such time as User notifies Issuer that User’s Passphrase has been compromised.
2.3.2. User acknowledges and accepts that in the case of a claim of unauthorized Spends, the presumption shall be that all Spends are authorized by and are the liability of the User.
2.3.3. User must not divulge User’s Passphrase to anyone else, nor may User use anyone else’s Passphrase. User agrees that Issuer will treat any person accessing User’s account using User’s Passphrase as the User.
2.3.4. Issuer is not responsible for losses incurred by User as the result of User’s misuse of a Passphrase.
2.3.5. User agrees that any action taken by any person using User’s Passphrase shall be binding on User and all other parties with an interest in that account.
2.4. Irrevocability of Spends
2.4.1. User agrees that all Spends initiated by User are final and not reversible.
2.4.2. User is responsible for all Spends from User’s OKPAY account, except as provided in section 2.3, even if the instructions provided by User are incorrect.
2.4.3 User understands and acknowledges that user is aware that OKPAY spends are irrevocable and that user agrees to follow the policy of buyer beware ("Caveat Emptor") when using OKPAY at various merchant sites, especially merchants such as gaming or gambling or "HYIP" and other types of investment or chance games or matrixes or Ponzis (pyramid schemes), which are identifiable by their promises of extremely high (more than 1% per day) rates of return, and that should user still wish to deal with such merchants that it is at user's own risk.
2.4.4 User understands and acknowledges that OKPAY is registered and is 100% domiciled in British Virgin Islands (BVI) and that OKPAY follows the laws of British Virgin Islands (BVI), including, but not limited to, allowing gaming and gambling businesses to use OKPAY as a payment system, which may not be acceptable or legal in user's own jurisdiction.2.4.5 User understands and acknowledges that OKPAY does not act as judge or jury or as law enforcement or as a court of law with respect to any disputes between users of OKPAY. User understands that any such involvement by OKPAY in the affairs of users of the system could expose OKPAY to civil legal liability, or possibly criminal liability, even if OKPAY believes that its actions are in good faith.
2.4.6 User understands and acknowledges that OKPAY has posted fraud alerts on its home page and that links to the fraud alerts and these Terms of Service appear (and must be acknowledged) before any spend or transfer can be made in user's OKPAY account. These fraud alerts specifically warn users not to use OKPAY to make spends or internal transfers to Ponzi or "HYIP" or other high yield investment-type programs and to make sure that user is made aware of the dangers of sending funds to unknown or poorly known internet sites. User has the right to completely ignore these warnings and instructions if user chooses so to do, but user acknowledges that user does NOT have the right to then blame OKPAY for not physically restraining user from doing foolish things with user's funds or for not policing the internet.
2.5. Disputes Between Users
2.5.1. Any disputes that arise between Users are not the responsibility of Issuer.
2.5.2. User acknowledges Issuer does not make any guarantees regarding purchases made when using the OKPAY service. User acknowledges that Issuer does not ensure the quality, safety, or legality of any merchandise received, nor that the seller will even ship the merchandise.
2.6. Indemnification
User agrees to indemnify and hold harmless Issuer, its agents, affiliates, officers, directors and employees from any claim or demand whatsoever relating to or arising out of User’s use of the OKPAY system, except for any loss caused by willful misconduct of Issuer.
3. Obligations of Issuer
Issuer shall honor these obligations:3.1. Reserve Requirement
3.1.1. All funds in circulation shall be backed 100% at all times with unencumbered EUR (or other currency that is held in User’s OKPAY account).
3.1.2. Under no circumstances will Issuer abrogate its obligation to back all electronic funds with (at least) 100% reserve EUR.
3.2. User Interface
Issuer will ensure that a secure online User interface is made available.
3.3. Exchange Rates
Strictly for User’s convenience, Issuer may allow Spend order entry in terms of national currency units using an exchange rate specified by Issuer. Posted exchange rates are only for convenience of User. Issuer does not make a market for exchange and Issuer does not represent that anyone will make a market honoring the specified exchange rates.
3.4. Privacy
3.4.1. Issuer will produce and maintain a Privacy Policy, which will be publicly available at the OKPAY website. In the event of any conflict between the Privacy Policy and this Agreement, the terms of this Agreement will control.
3.4.2. Unless (1) otherwise approved by User or (2) ordered by a court or arbitration body of acceptable jurisdiction, as determined by Issuer, Issuer shall not reveal User’s contact or identifying information or transaction history to any third party.
3.4.3. Issuer will not store Passphrase in plaintext. No employee of Issuer will ever ask for User’s Passphrase.
3.4.4 User agrees that the only way to recover access to a User Account where the Passphrase or Login ID have been lost is by following the password recovery procedure established by Issuer. User is responsible for being able to meet the requirements and costs for the password recovery. OKPAY will not be responsible in any way for any of User’s losses due to User failing to meet the requirements for password recovery.
4. Rights of Issuer
Issuer reserves the following rights:4.1. Governance Model
Issuer reserves the right to appoint third parties to fulfill specified governance roles, including, but not limited to: (1) Trust, (2) Auditor, (3) Operator.
4.2. Value Limits
Issuer may set value limits (balance, spends, etc.) on a OKPAY account based on the sufficiency of the identifying information provided by User or by order of a court or arbitration body acceptable to issuer. Issuer may restrict User’s ability to use more than one OKPAY account in an attempt to circumvent the value limit.
4.3. Fees
Issuer reserves the right to assess and collect the following fees from User’s account:
4.3.1. Monthly Fee — collected by Issuer monthly from user’s account.
4.3.2. Spend Fee — deducted by Issuer in EUR from the recipient account of a Spend.
4.3.3. Other Administrative Fees — collected by Issuer for providing support to User when User contacts Issuer and Issuer is not at fault.
4.3.4. Funds Recovery Process and Fees.
Upon satisfying all legal requirements necessary to recover funds, OKPAY will, if at all possible, attempt to recover the funds in question. Common legal requirements include, but not limited to: valid court orders, valid law enforcement orders, notarized copies of all requests submitted in writing and notarized copies of all IDs. In most cases all originals have to be submitted via snail mail, as electronic copies sent by e-mail are not acceptable. If by any reason OKPAY is requested to recover any funds by any reason, a one-time 10% Recovery fee will be charged in order to cover any and all expenses of the recovery process.
4.4. Escheat
Issuer will not escheat inactive OKPAY accounts. An inactive account with a balance shall remain dormant forever, other than continued assessment of fees, unless and until an heir presents valid documentation entitling the heir to inherit the account.
4.5. Force Majeur
Issuer will not be responsible for delays or failures in the transmission, receipt or execution of orders, payments, deliveries or information due to events beyond its control. The obligations of this contract precede any government enactment.
4.6. Right of Association
Issuer reserves the right to refuse service to particular individuals or entities, at its sole discretion, with or without cause.
4.6.1. Refusal with Cause
Issuer will block any transactions that increment or decrement the balance in User’s OKPAY account ("Freeze"), with cause:
4.6.1.1. Issuer will Freeze the OKPAY account of User if User uses, or attempts to use the OKPAY service in connection with tampering, cracking, modifying or otherwise corrupting the security or functionality of the OKPAY system. Additionally, User will be subject to damages and other penalties, including criminal prosecution where available and the notification of the general public of User’s actions, at the sole discretion of Issuer.
4.6.1.2. Issuer will Freeze or remove a Freeze from a OKPAY account, if ordered to do so by an order from a court or arbitration body of acceptable jurisdiction, as determined by Issuer.
4.6.1.3. Fees will continue to be assessed on a frozen account.
4.7. Trademarks
Issuer retains all right, title, and interest in and to trademarks. User shall only use OKPAY trademarks with the express permission of Issuer. User shall not use the trademarks in any manner that is disparaging to OKPAY. Under no circumstances may a User alter, modify, or change Issuer’s trademarks.
4.8 Exchange services (i. e. exchanging national currency to OKPAY and vice versa and other currencies to OKPAY and vice versa) are provided by independent Exchange Providers
4.9. Privacy and Confidentiality Policy
4.9.1 OKPAY recognizes the User’s right to confidentiality and privacy.
4.9.2 Unless ordered by a ruling body of competent jurisdiction acceptable to Issuer, Issuer shall not reveal User’s contact or identifying information or transaction history to any third party.
4.9.3 Issuer will ensure that User has the ability to examine User’s contact and identifying information and make updates and changes when necessary.
4.9.4 Issuer will not store any User details, including but not limited to account history, contact or identifying information, or Personal Identification Number(s) in unencrypted plain text under any circumstances.
4.9.5 User agrees that OKPAY has the right to monitor the OKPAY Network electronically from time to time in order to operate the System properly.
4.9.6 Issuer will email User only if (a) User's email address is either listed with Issuer as someone who has expressly shared this address for the purpose of receiving information in the future ("opt-in"), or (b) User has registered or otherwise have an existing relationship with Issuer. Issuer respects User's time and attention by controlling the frequency of the mailings.
4.9.7 To cease receiving Issuer's emails User must login to his or her account and disable all email notifications, which by default are enabled.
5. Third Party Links
5.1 OKPAY provides links to other web sites that may be of interest or of use to Users solely for the convenience of Users. Any such linked site does not constitute part of the OKPAY Network unless expressly stated. OKPAY is not responsible for the privacy practices, or the content of any such web sites.5.2 User acknowledges and agrees that OKPAY (and its directors, affiliates, officers, employees and agents) give no warranties or representations in connection with any links to other web sites or the operations of those web sites and in no way guarantees the use of such web sites or the services offered, included but not limited to the services of any Exchange Provider.
6. Waiver
Failure to exercise or delay in exercising any right, power or remedy hereunder by Issuer shall not operate as waiver thereof, nor shall any single or partial exercise of any right, power or remedy of Issuer hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.7. Assignment
The provisions of this Agreement shall be continuous and shall inure to the benefit of Issuer, its successors and assigns, and shall be binding upon User and/or the estate, personal representatives, administrators and successors of User. Issuer may assign its rights and delegate its duties as to any or all transactions under this Agreement. User shall not delegate any obligations hereunder without the prior written consent of a duly authorized officer of Issuer and any attempt at such delegation without such consent shall be void.8. Jurisdiction
This Account Agreement is governed by the laws of British Virgin Islands as such laws are applied to agreements entered into and to be performed entirely within British Virgin Islands by British Virgin Islands residents.9. Severability
In the event that any provisions of this Agreement shall be determined by an arbitration body or a court of competent jurisdiction to be unenforceable in any jurisdictions, such provision shall be unenforceable in that jurisdiction and the remainder of this Agreement shall remain binding upon the parties as if such provisions were not contained therein. The enforceability of such provision shall otherwise be unaffected and remain enforceable in all other jurisdictions.10. Entire Agreement
This Agreement constitutes the entire and whole Agreement between User and Issuer and is intended as a complete and exclusive statement of the terms of the Agreement. This Agreement shall supersede all other communications between the parties. This Agreement may be amended only upon execution of a subsequent agreement or upon User’s failure to object within 10 days to modifications posted on Issuer’s website.OKPAY Debit Card Terms and Conditions
OKPAY Debit Cards Terms and Conditions
OKPAY debit cards are issued as joint product with the UWCFS company.The enclosed Card is issued by CSC24Seven.com Limited which is licensed as financial institution to issue cards and its use shall be subject to the following terms and conditions:
1. Definitions
1.1 In this text "CSC" means CSC24Seven.Com Limited, a company registered in Cyprus with registration number 143641 having its registered office at 23 Zachariadhes Court, 15 Nicodemou Mylona Street, Larnaca 6010, Cyprus, operating as an electronic money institution under license from the Central Bank of Cyprus and it includes its Successors, Assigns and Assignees."Card" means the e-money card which is issued by CSC to the Cardholder.
"UWCFS" means UWC Financial Services Limited a company registered in Cyprus, with registration number 257791, having its registered office at Anastasi Siourki & Olympion Corner, Themis Tower 6th Floor, 3035 Limassol, Cyprus.
"Debit Card" is a MasterCard approved programme for issuance by CSC to UWCFS consumers.
"Cardholder" means the person for whose use the Card is issued by CSC and in whose name the Card Account is held.
"Card Account" means the e-money account maintained with CSC to enable Card Transactions to be effected.
"Card Agreement" means the agreement between CSC and the Cardholder, and includes these terms and conditions.
"Card Transaction" means: the purchase of goods and/or obtaining of services through the use of the Card including use at the electronic payment systems at a point of sale (POS) and generally all the facilities and/or services which CSC offers and/or will offer in the future either through its staff or through Automated Teller Machines (ATMs), computer systems and/or the internet to the Cardholder with the use of the Card.
"PIN" means the Personal Identification Number notified by CSC to the Cardholder which is necessary for the use of the Card for Card Transactions.
"The Website" means the website at the domain www.UWCFS.com.
2. Operation of Card Account
2.1 CSC will debit the Card Account with the amounts of all Card Transactions effected.2.2 When CSC authorises Card Transactions; it may take into consideration any other transactions which have been made or authorized by CSC, irrespective of whether such transactions have been debited to the Card Account or not.
2.3 The Cardholder shall remain liable for the payment of all amounts debited to the Card Account, irrespective of whether a sale voucher has been signed or not or whether cash has been withdrawn.
2.4 The Card may be used up to the maximum limit, which appears in these Terms and Conditions or up to any other limit in force from time to time as shall be notified to the Cardholder. Further, for security purposes CSC may impose transaction limits.
2.5 The Cardholder is not entitled to use the Card in excess of the available balance of the Card Account. If for any reason the Cardholder exceeds the available balance of the Card Account, the Cardholder shall be obliged, upon demand by CSC, to cover the excess amount plus interest and/or other charges in accordance with terms and conditions of use of the Card Account.
2.6 If a merchant issues a credit voucher in respect of a Card transaction, CSC will credit the Card Account with the amount shown to be due on the credit voucher. Otherwise, the sums stated on the sale receipts shall be fully payable and no claim of the Cardholder against the merchant may be the subject of a set-off or counter claim against CSC.
2.7 A payment made with a Card cannot be stopped.
2.8 CSC shall not be liable in the event that the Card is not accepted by a merchant or if for any reason the ATM's are out of order or if for any reason a Card Transaction is not accepted by the ATM's or POS or any other means.
3. Statement of Account
3.1 CSC will make available to the Cardholder upon request through www.UWCFS.com a statement of the Card Account to the e-mail address that has been notified to CSC.3.2 The Cardholder agrees to check in detail the statement of the Card Account. In the event that the Cardholder does not agree with any Card Transaction CSC must be informed within one month from the date on which the transaction was entered into the Card Account, otherwise the Cardholder will be deemed to have agreed with the transaction.
4. Fees, Expenses and Charges
4.1 CSC has the right to debit the Card Account with charges, commissions and fees such as the amount of any initial and annual subscription fees, cash disbursement fees from ATMs, card reproduction/replacement fees, PIN reproduction fees, commissions and fees for transactions in foreign currency etc as they appear on the table of "Fees and Charges" a copy of which is provided to the Cardholder and/or is available on the Website. In the event of review of any of the above charges, commissions and fees, the reviewed table of "Card Charges" shall be available at the CSC's registered office and shall simultaneously appear on the Website or shall be notified to the Cardholder in any other way. The Cardholder agrees to visit the Website or visit CSC's offices or contact CSC at least once a month, in order to obtain a copy of the amended table of "Card Charges".4.2 When the Card is used for currencies other than the currency of the Card Account, the amounts are converted into the currency of the Card Account using the exchange rate plus a fee, which is calculated on the Card Transaction amount. The conversion exchange rate may differ from the rate prevailing on the date of the Card Transaction.
5. CSC's Obligations
5.1 CSC shall not disclose the PIN except to the Cardholder for whose use it has been issued.5.2 CSC shall not dispatch to the Cardholder any Card that has not been requested unless in replacement of the Card he already possesses.
5.3 CSC shall maintain for a reasonable period of time internal records in order to trace any transactions made through the use of the Card and/or PIN and rectify any errors. Provided that CSC shall not maintain records of any sale receipts of merchants concerning Card Transactions.
6. Cardholder's Obligations
6.1 The Cardholder must use the Card in accordance with these terms and conditions and any amendment thereof.6.2 The Card is delivered to the Cardholder in an inactive state. The Cardholder must take all reasonable steps to keep the Card and PIN safe and prevent their fraudulent use, and in particular:
(a) must sign the Card with a ball point pen as soon as he receives it
(b) must memorise the PIN and delete any reference thereto immediately upon its receipt and prior to card activation
(c) must not allow any third person to use his Card and/or PIN
(d) must not disclose the PIN to any third person
(e) must not write down the PIN on the Card or on any item which the Cardholder keeps or carries with the Card
6.3 The Cardholder must notify CSC without delay after becoming aware of:
(a) (i) the delay in receiving the Card and/or PIN; (ii) the loss or theft of the Card and/or PIN; (iii) the possibility that the Card and/or PIN are exposed to misuse; (iv) the possibility that the PIN is known by a third person
(b) any unauthorized transaction entered in the Card Account
(c) any error or other irregularity in relation to the operation of the Card Account by the Bank.
6.4 Any notification under term 6.3 must be given to CSC: (i) by email at queries@csc24seven.com; or (ii) by telephone to our 24-hour Card Cancellation Center at the following number International: +96 1 1 744 962. If any of the events under term 6.3 occur, the Cardholder must provide CSC with all the information in his knowledge in relation to the event and return the Card to CSC immediately, having cut it horizontally on the embossed numbers. The Cardholder must take all steps considered necessary by CSC for the prevention of any further damage and CSC is entitled to provide the Police with any relevant information.
7. Cardholder's Liability
7.1 In the event that the Card and/or PIN are lost or stolen or otherwise exposed to misuse, prior to notifying CSC of such loss or theft or exposure to misuse, the Cardholder shall be liable for damages up to the sum of EUR170. Provided that in the event that fraudulently, with intent and/or due to gross negligence the Cardholder has not complied with any of the terms 6.1 to 6.4 above, the Cardholder shall bear all the losses related to unauthorised transactions and/or be liable for damages up to any amount. Provided that the Cardholder shall bear all the losses related to unauthorised transactions and/or be liable for any damages sustained as a result of the use of the Card and/or PIN by any person who obtained possession or control of them with the express or implied consent of the Cardholder or where the Cardholder acted fraudulently or with gross negligence.8. CSC's Liability
8.1 Subject to terms 6.1 to 6.4 and 7 above CSC shall be liable for the non-execution or the incorrect execution of the Card Transactions made through ATMs provided that it has received the Cardholder's complete and accurate instructions for their execution.8.2 Subject to terms 6.1 to 6.4 and 7 above CSC shall be liable for Card Transactions executed without the Cardholder's authorization as well as for any error or irregularity attributable to CSC during the operation of the Card Account.
8.3 CSC's liability referred to in terms 8.1 and 8.2 extends to the amount of the Card Transaction not executed or incorrectly executed as well as to the sum required to restore the Cardholder to his position prior to the execution of the unauthorized Card Transaction. Otherwise, to the maximum extend permitted by law, CSC shall not be liable for any loss or damage that results from the theft or loss of the Card, fraudulent use of the Card Account, or any other non authorised use of the Card and/or Card Account. CSC shall not, under any circumstances, be liable for any indirect or consequential loss or damages such as lost profits or damage to reputation.
9. Blocking
9.1 CSC reserves the right to block the Card for objectively justified reasons related to the security of the Card, the suspicion of unauthorised or fraudulent use of the Card. In such cases CSC shall endeavour to inform the Cardholder of the blocking of the Card and the reasons for, where possible, before the Card is blocked and at the latest immediately thereafter, unless giving such information would compromise objectively justified security reasons or is prohibited by other relevant Community or national legislation.10. Refunds
10.1 The Cardholder shall be entitled to a refund from CSC of an authorised Card Transaction initiated by or through a payee which has already been executed, if the following conditions are met: (a) the authorisation did not specify the exact amount of the Card Transaction when the authorisation was made; and(b) the amount of the Card Transaction exceeded the amount the Cardholder could reasonably have expected taking into account his previous spending pattern, the conditions in Card Agreement and relevant circumstances of the case.11. Termination
11.1 The Card remains at all times the property of CSC and the Cardholder must return it immediately upon request by CSC.11.2 The Cardholder may, at any time and without notice terminate the Card Agreement, by surrendering the Card to CSC, without this affecting the Cardholder's liability in respect of any Card Transaction prior to termination. Provided that in such event any additional Card shall automatically be cancelled. In such an event, CSC has the right to maintain the Card Account open for a period of 45 days from the date that the Card has been returned to CSC.
11.3 CSC may at any time and without notice, cancel or refuse to re-issue or renew or replace any Card, without effecting in any way the Cardholder's liability for any previous Card Transaction.
12. Regulation and Settlement of Disputes
12.1 CSC is licensed as an electronic money institution by the Central Bank of Cyprus (Central Bank of Cyprus, Postal Address: 80, Kennedy Avenue, Cy-1076 Lefkosia, Cyprus; www.centralbank.gov.cy).12.2 Any complaints made by the Cardholder to CSC shall be resolved as soon as possible after receipt. If the Cardholder is not satisfied by the proposed resolution and/or a dispute cannot otherwise be resolved between the parties, the matter may be referred in writing to the Central Bank of Cyprus for investigation and resolution. Such referrals may be made by a written application by CSC or the Cardholder stating all particulars relating to the case.
13. Miscellaneous
13.1 CSC reserves the right to introduce or withdraw any schemes for the use of the Card and to notify the Cardholder of such schemes in any way it decides.13.2 Any notice or dispatch of a Card by CSC to the Cardholder will be considered as delivered to the Cardholder if it has been sent or mailed to the address completed on the application form for the issue of the Card. In the event of a change in address, the Cardholder must notify CSC in writing immediately.
13.3 The language of the Card Agreement and all communications between CSC and the Cardholder shall be English unless otherwise agreed between the parties.
13.4 CSC may at any time and at its absolute discretion amend the terms and conditions of the Card Agreement upon providing one month notice to the Cardholder. Upon receipt of such notification either through the post or through the internet or in any other way, the Cardholder shall be deemed to have accepted the terms if he has not withdrawn within the one month period. The Cardholder agrees to visit the Website www.UWCFS.com at least once a month, in order to obtain a copy of these terms and conditions in the event that they have been amended. The Cardholder must ensure that the additional Cardholder accepts and fully complies with the aforesaid terms and conditions and any amendment thereof.
13.5 It is understood that CSC has the absolute right to set-off, without any prior notice to the Cardholder, the amounts outstanding from the use of the Card and/or of any legal expenses with any amounts in any of the Cardholder's accounts with CSC.
13.6 The present application is governed by the Laws of the Republic of Cyprus and is subject to the jurisdiction of the Courts of the Republic of Cyprus.
Merchant Terms And Conditions
Last updated 24th November 20111. Definitions and Interpretation
1.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:Agreement means this Agreement between OKPAY and the Merchant as amended from time to time including the cover pages and any Schedules;
Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Cyprus;
Payment Model shall mean any card payment systems (such as VISA, MasterCard®, JCB or others, including national or local systems), bank payments (such as direct banking systems, direct debit systems or bank transfer systems) or electronic payment systems (electronic money, mobile payments, etc);
Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and Customer data shall be deemed confidential;
E-Wallet Payment Service means OKPAY’ e-wallet based payment service through which a OKPAY account holder can send funds to a recipient using an e-mail address as the recipient’s identifier (regardless of whether this is facilitated through the use of the OKPAY Website or a payments gateway integrated into the Merchant Website or otherwise);
Gateway Service means any OKPAY service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a customer;
Manual means any of the technical manuals applicable to the OKPAY Services are amended from time to time and published on the OKPAY Website, or, in case of a merchant integration through a third party service provider, any third party integration instructions or manuals;
Merchant Account means the Merchant’s registered electronic money account (or several such accounts) held with OKPAY in accordance with OKPAY’ general Terms of Service;
Wallet means separate OKPAY sub-account used to sort payment activity of a single business or conduct several businesses under one OKPAY account. Each OKPAY wallet is able to hold multiple currencies.
Merchant Website means the website operated by the Merchant (as amended from time to time);
OKPAY Services means any services provided by OKPAY under this Agreement, including the E-Wallet Payment Service, the Gateway Service and any other service as agreed between the parties from time to time;
OKPAY Website means the website operated by OKPAY (as amended from time to time) for the provision of its services, currently accessible at http://www.okpay.com, excluding any external websites to which the website points by way of hyperlink or otherwise;
Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by parliament, government or any competent court or authority or any payment system (including but not limited to bank payment systems, card payment systems such as Visa, MasterCard, JCB etc, or any other payment, clearing or settlement system or similar arrangement that is being used for providing the services hereunder);
Reserve means such amount or percentage of the balance of the Merchant Account as determined by OKPAY in accordance with section 6 for the purpose of securing claims by OKPAY against the Merchant.
1.2. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
1.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies corporate, unincorporated associations, partnerships or an authority.
1.4. Any phrase introduced by the term "included", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.
2. Scope
2.1. This Agreement contains the terms for the provision of services as currently described in section 4 and such other services as agreed between the parties from time to time.2.2. OKPAY’ general account terms of service (the “Terms of Service”), available on the OKPAY Website, shall form a binding part of this Agreement. If (but only to the extent that) any provision of these Standard Merchant Terms and Conditions conflicts with any provision of the Terms of Service, the former shall prevail.
3. Term
3.1. The Agreement commences on the date of signature of this Agreement (if signed by the parties on different dates, the later date) or such other date as specified in this Agreement.3.2. This Agreement will continue in full force and effect unless and until either party terminates this Agreement by giving notice to the other party in accordance with the Terms of Service.
4. Description of Services
4.1. OKPAY’ E-Wallet Payment Service and Gateway Service facilitate the execution of payments from a customer to the Merchant. Any payment monies collected from customers and received by OKPAY shall be transferred into the Merchant Account immediately after deduction of any fees due to OKPAY.4.2. The Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds.
The Merchant remains liable to OKPAY for the full amount of the payment and any fees deducted therefrom (the “Reversal Amount”) if the payment is later reversed for any reason. In case of such a payment reversal, OKPAY will first debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If OKPAY is unable to fully recover the Reversal Amount and the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), it reserves the right to invoice the Merchant for the unrecovered balance.
4.3. OKPAY reserves the right to suspend, at any time and at its sole discretion, the Merchant Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds) if transactions are made which OKPAY in its sole discretion deems to be (i) made in breach of this Agreement or (ii) are suspicious with regards to money laundering, terrorism financing, fraud or other illegal activities. OKPAY will make reasonable efforts to inform the Merchant of any measure unless OKPAY is prohibited from doing so by law or under an order from a competent court or authority.
4.4. The Merchant acknowledges and agrees that the OKPAY service operates solely as a payment intermediary and that OKPAY (i) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of any product or service being ordered, obtained or procured by any funds processed through its services; and (ii) makes no representations or warranties and does not ensure the quality, safety or legality of any product or service purchased with funds received through the OKPAY Services.
4.5. The Merchant acknowledges and agrees that any dispute regarding any product or service purchased or procured by any funds requested or received through the OKPAY Services or any transaction involving the OKPAY Services is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the products and services offered by the Merchant shall only obligate the Merchant. OKPAY shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the products and services offered by the Merchant. Without applying the liability restrictions contained in section 13, the Merchant shall fully indemnify OKPAY against any claim by third parties relating to the use of the products and services offered and shall reimburse OKPAY in full for the reasonable costs of any legal defense.
5. Obligations
5.1. OKPAY shall make available to the Merchant and its current and prospective customers the OKPAY Services as specified in this Agreement and as further described on the OKPAY Website.5.2. The Merchant shall open and maintain a Merchant Account by selecting account type as a “seller” (merchant) on the OKPAY Website. As part of the registration process, the Merchant will have to accept the Terms of Service which apply to every OKPAY account.
5.3. The Merchant shall integrate the OKPAY Services into the Merchant Website and operate the same in accordance with the relevant Manuals.
5.4. The Merchant grants OKPAY the right to access the Merchant Website for the purpose of conducting manual checks or automated searches in order to investigate the accuracy of information contained on the Merchant Website in relation to the OKPAY Services, provided that (i) OKPAY shall be under no obligation to conduct such searches or checks and (ii) any such searches shall under no circumstances be deemed an approval of any contents of the Merchant Website.
5.5. In addition to the security requirements set forth in the Terms of Service, the Merchant shall enable the login restriction tools offered in the “Security Center” section of the OKPAY Profile for both the Automated Payment Interface and the Merchant Account login through the OKPAY Website. Recommended protection level is Phone security involving security PIN-codes sent to mobile phone in order to perform any operation or account modification.
The Merchant shall further restrict any login to its Merchant Account to only one or a range of IP addresses.
5.6. Without prejudice to payments prohibited under the Terms of Service, the Merchant shall not receive payments as consideration for the delivery of tobacco products, prescription or non-prescription drugs, illegal downloads or goods or services infringing intellectual property rights of a third party, or for any other goods or services the offering or provision of which is illegal under applicable law.
5.7. The Merchant shall co-operate with OKPAY to investigate any suspected illegal, fraudulent or improper activity.
5.8. Upon commencement of the Agreement and at any time thereafter for purposes of complying with Regulatory Requirements, the Merchant shall provide OKPAY with such information about its business, corporate structure and constitution, shareholders, partners, members, directors, key employees or, in the case of a trust, its beneficiaries. In particular, the Merchant shall inform OKPAY in writing of any changes to its business model or the goods or services it sells or distributes if such change is or can reasonably expected to be relevant with regards to compliance with Regulatory Requirements. Without applying the liability limits contained in section 13, the Merchant shall indemnify OKPAY against all losses arising out of the Merchant’s failure to notify OKPAY of any such changes that are relevant for compliance with Regulatory Requirements applicable to OKPAY or the Merchant.
5.9. The Merchant shall provide its customers with a clear and fair return and refund policy.
The Merchant shall provide and keep up to date return and refund policy information in his Wallet properties Business Practice section to reflect any changes to such policy.
6. Reserve
6.1. For the purposes of establishing a Reserve, OKPAY reserves the right to prevent a certain amount of funds from being withdrawn from the Merchant Account or used for payments to third parties. This shall apply regardless of any termination of this Agreement for as long as funds are held on the Merchant Account. The amount of the Reserve (either expressed as an absolute amount or as a percentage of past payments into the Merchant Account) shall be determined by OKPAY at any time in its sole discretion. OKPAY shall notify the Merchant of the imposition of a Reserve and its amount as well as any increase or reduction of the Reserve without undue delay.6.2. Without restricting OKPAY’ discretion under section 6.1, OKPAY may take into account, amongst others, the following factors when determining the amount of any Reserve:
6.2.1. The Merchant ceases its business or a substantial part thereof;
6.2.2. The Merchant materially alters the nature of its business;
6.2.3. The Merchant’s business activities carry a higher than normal risk of chargebacks or other reversals of costumer payments;
6.2.4. The Merchant’s overall financial standing;
6.2.5. The Merchant becomes insolvent or is otherwise unable to pay debts as they fall due;
6.2.6. OKPAY receive a disproportionate number of customer complaints, chargebacks or other payment reversals, fines, penalties or other liability related to the Merchant Account; or
6.2.7. OKPAY reasonably believes that the Merchant will not be able to perform its obligations under this Agreement.
6.3. The Merchant agrees to provide OKPAY, upon reasonable request and at the Merchant’s expense, with information about its financial and operational status, including the most recent financial statements. The Merchant shall also undertake, at its own expense, any further action (including executing any necessary documents and registering any form of document) reasonably required to establish such form of security as reasonably required by OKPAY.
6.4. If required by OKPAY, the Merchant shall pay such amounts into its Merchant Account as reasonably determined by OKPAY to fund an initial Reserve or to react to unforeseen increased risks of payment reversals that is not covered by the Merchant Account’s then current balance.
6.5. Notwithstanding any of the foregoing, where a Merchant incurs a negative balance on his Merchant Account or becomes otherwise liable for the repayment of monies, the Merchant shall be obliged to make good such negative balance or make a corresponding payment to OKPAY within 7 days of OKPAY’ request or demand for such payment. In respect of overdue payments, OKPAY has the right to charge interest in the amount of 4% above the base lending rate of Hellenic Bank Public Company Ltd per year (accruing daily).
7. Warranties
Each party warrants and represents to the other party that:7.1. it has and will maintain all required rights, powers and authorizations to enter into this Agreement and to fulfill its obligations hereunder;
7.2. it will perform its obligations hereunder with reasonable skill and care; and
7.3. it has in place and will maintain adequate facilities (including staff training, internal controls and technical equipment) to comply with its data protection and confidentiality obligations hereunder.
8. Additional Merchant Warranties
The Merchant warrants and represents that:8.1. the goods and services that are made available to customers comply with applicable law in any jurisdiction in or to which the Merchant is making its goods and services available and that the Merchant has at all times all requisite licenses and permits in place to engage in the advertising and provision of its goods and services.
8.2. it is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Merchant is not sending or receiving funds to or from an illegal source.
9. Fees
9.1. The fees for the OKPAY Services are as set out in the cover pages or one the Service Fees page. Unless otherwise indicated, fees are quoted in Euro.9.2. Fees are quoted exclusive of Value Added Tax. In case Value Added Tax or any other sales tax is or become chargeable, OKPAY will add such tax to the amount payable but shall, where required, provide information on the net amount, the amount of tax and the tax rate applied.
9.4. Any fee payable by the Merchant shall be deducted from the Merchant Account balance. If the Merchant Account balance is insufficient, or the Merchant Account balance becomes negative, OKPAY reserves the right to invoice the Merchant for any shortfall.
9.5. The fees are subject to change pursuant to section 10.
9.6. Where OKPAY is unable to deduct any fees or other monies payable by the Merchant from the balance of the Merchant Account OKPAY shall issue an invoice for the amount owed. Invoices are payable within 15 days of the date of the invoice. In case of overdue payments, OKPAY reserves the right to (i) charge interest in the amount of 4% above the base lending rate of Hellenic Bank Public Company Ltd per year (accruing daily); and/or (ii) terminate this Agreement with immediate effect by giving written notice to the Merchant.
10. Change of Terms and Conditions
This Agreement is subject to change from time to time. Changes may be made by mutual agreement between the parties, or by notice from OKPAY to the Merchant under the following procedure:10.1. OKPAY shall give the Merchant notice of any proposed change to this Agreement (a “Change Notice”).
10.2. A Change notice may be given by letter to the current or last known trading address of the Merchant or the Merchant’s registered office or by email to any of the emails registered with the Merchant Account.
10.3. The proposed change shall come into effect automatically one month after the date of the Change Notice, unless the Merchant gives written notice to OKPAY that it objects to the proposed changes.
10.4. OKPAY may stipulate in a Change Notice a different time period for the coming into effect of any change provided that such time period may not be less than one month.
10.5. If no objection notice is received by OKPAY within the stipulated time frame, the Merchant is deemed to have accepted the change.
10.6. The Merchant has the right to terminate this Agreement with immediate effect at any time before the change becomes effective.
10.7. Unless the parties agree otherwise, a Merchant’s Objection Notice shall be deemed to constitute a notice to terminate this Agreement effective on the date immediately before date on which the proposed change would otherwise come into effect under section 10.3.
11. Taxes
It is the Merchant’s responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. OKPAY is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction.12. Intellectual Property
12.1. For the duration and strictly for the purpose of this Agreement, the parties grant each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name or other intellectual property owned by or licensed to the other party.12.2. Any use, adaptation or amendment of intellectual property (except for non-material adaptation or amendments necessitated by the use for a particular purpose as contemplated by the parties) shall be subject to prior written approval by the party licensing the intellectual property in question. No party shall use the other party’s intellectual property or mention the other party in any public communication without the first party’s prior written approval.
12.3. Except as expressly stated, nothing in this Agreement shall grant or be deemed to grant to any party any right, title or interest in any logos, trademarks, trade names or other intellectual property licensed to that party by the other party.
12.4. In using the other party’s intellectual property (or intellectual property licensed to that other party by a third party), each party shall follow the other party’s reasonable instructions having regard to the purpose of such use under this Agreement and the jurisdiction in which the other party’s intellectual property is used. With respect to intellectual property owned or licensed by Payment Models, the Merchant shall also follow instructions given by the relevant Payment Model. The Merchant shall not use such intellectual property in a way that is or may be detrimental to the business or brand of the relevant Payment Model.
12.5. Each party warrants and represents that it owns or has the right to use and sub-license any intellectual property which it uses or licenses for use to the other party.
12.6. Without prejudice to its right to give instructions under section 12.4, OKPAY reserves the right at any time and in its sole discretion to require the Merchant to stop displaying, distributing or otherwise making use of the intellectual property licensed to the Merchant by OKPAY.
12.7. Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party and its employees and directors (the “Indemnified Party”) for and against any and all claims, losses, liabilities, costs expenses or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit or action by a third party (other than an employee or director of the Indemnified Party) resulting from an actual or alleged infringement of any third party intellectual
property right in connection with material provided by the Indemnifying Party.
12.8. The indemnity under section 12.7 shall only be available if the Indemnified Party:
12.8.1. uses reasonable efforts to notify the Indemnifying Party of such claim as early as possible and in writing;
12.8.2. uses reasonable efforts to mitigate the loss or amount of the claim;
12.8.3. refrains from admitting any liability or settling any claim without the prior written consent of the Indemnifying Party; and
12.8.4. provides, at its own cost, reasonable co-operation in the defence or settlement of such claim.
13. Liability
13.1. Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss whether foreseeable or otherwise.13.2. Subject to sections 13.3, 13.4 and 13.5 and any other section explicitly excluding the effect of this section, the aggregate liability of each party in contract, tort, negligence or otherwise arising out of or in connection with this Agreement in any period of 12 months from the commencement date or any anniversary thereof (each a “Contract Year”) shall be limited to the lower of (i) EUR 10,000 or (ii) the total amount of fees received by OKPAY from the Merchant in the previous Contract Year (or, in the first Contract Year, the fees received to date).
13.3. Nothing in this Agreement shall operate to exclude or restrict a party’s liability
13.3.1. for fraud and fraudulent misrepresentation;
13.3.2. for death or personal injury due to negligence;
13.3.3. for payments pursuant to sections 4.2, 6.5 and 9;
13.3.4. for remittance payments due to the Merchant subject to the provisions of this Agreement;
13.3.5. for willful and malicious misconduct;
13.3.6. for damage to real or tangible personal property;
13.3.7. for a breach of section 14 (Confidentiality) (subject to section 13.6); and
13.3.8. to the extent that such exclusion or restriction is prohibited under applicable law.
13.4. Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in this section 13.
13.5. In case of a breach by the Merchant of any of the sections 5.3 to 5.8 (inclusive), section 8, or section 12 (with regard to intellectual property licensed to the Merchant under a sub-license granted by any Payment Model):
13.5.1. the liability restrictions of sections 13.1 and 13.2 shall not apply;
13.5.2. the Merchant shall indemnify OKPAY against all third party claims, losses, damages, fines, penalties, arising out of or in connection with such breach; provided always that any contributory negligence on OKPAY’ part shall be taken into account so as to reasonably and proportionately reduce the Merchant’s liability under this section.
13.6. OKPAY shall not be liable for any of the following:
13.6.1. a hardware, software or internet connection is not functioning properly;
13.6.2. any suspension or refusal to accept payments which OKPAY has reason to believe to be made fraudulently or without proper authorization;
13.6.3. the payment instructions received contain incorrect or improperly formatted information; or
13.6.4. unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by OKPAY. Such circumstances may include, but are not limited to acts of god, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internal mechanical or systems failures as well as downtimes of the OKPAY website.
14. Confidentiality
14.1. During the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party.14.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding.
14.3. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other party; (ii) is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.
15. Data Protection
15.1. Each party, when acting as data processor, shall process personal data in accordance with Regulatory Requirements.15.2. Where one party acts as the data processor (the “Data Processor”) of personal data processed by the other party as data controller (the “Data Controller”), the Data Processor shall at all times follow the Data Controller’s reasonable instructions with regards to the personal data processed.
15.3. In case the Merchant integrates any fast registration gateway functionality as further described in the relevant Manuals in order to facilitate payments by new OKPAY customers, the Merchant shall procure all necessary consents from such customers to process and share with OKPAY any data required to facilitate the use of such fast registration functionality.
16. Termination
16.1. Without prejudice to termination rights under the Terms of Service, OKPAY may terminate this Agreement immediately:16.1.1. if the Merchant files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Merchant or its business, or the Merchant goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily;
16.1.2. upon the occurrence of a material breach of this Agreement by the Merchant if such breach is not remedied within five (5) business days after written notice is received by the Merchant identifying the matter or circumstances constituting the material breach; or
16.1.3. if the Merchant violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority.
16.2. The Merchant may terminate this Agreement at any time without reason by giving notice to OKPAY.
16.3. OKPAY may terminate this Agreement at any time without reason by giving one month notice.
16.4. Any termination under the Terms of Service shall be deemed a termination of this Agreement.
17. Assignment, Third Party Rights
17.1. The Merchant may not assign any of its rights under this Agreement to a third party without the prior written consent of OKPAY.17.2. The Merchant may not out-source the performance of any of its obligations under this Agreement without the prior written consent of OKPAY, such consent not to be unreasonably withheld.
17.3. No person who is not a party to this Agreement shall have rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.
17.4. In case the Merchant
17.4.1. acquires another existing OKPAY merchant or its business;
17.4.2. is acquired or its business is acquired by another existing OKPAY merchant;
17.4.3. merges with another existing OKPAY merchant; or
17.4.4. enters into a cooperation with another existing OKPAY merchant
the Merchant shall pay, upon OKPAY’ notice to the Merchant, either (i) its current fees or (ii) the current fees applicable to the other merchant or (iii) such reasonable combination of its own current fees and the fees payable by the other merchant as determined by OKPAY. OKPAY shall send a notice within one month of the later of (a) completion of the acquisition, merger or cooperation, or (b) OKPAY’ gaining knowledge of such acquisition, merger or cooperation. If no notice is sent within this time period, the Merchant shall continue to pay its current fees. In this case the fee change shall apply on the date which is one month after the Merchant’s receipt of the notice.
18. Relationship of the parties
The Merchant and OKPAY are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.19. Non-solicitation of employees
The Merchant undertakes that it will not for the term of this Agreement and a period of six months thereafter on its own behalf or on behalf of any person directly or indirectly canvass, solicit or endeavor to entice away from OKPAY or an associated company any person who has at any time during the term of this Agreement been employed or engaged by OKPAY or an associated company.20. Notices
20.1. Any notice to be given under this Agreement must be given in writing and delivered either by hand, first class prepaid post or other recognized delivery service, or by facsimile. Notwithstanding the foregoing, OKPAY may give notice to the Merchant by sending an email to any of the email addresses registered with the Merchant Account.20.2. The parties agree to conduct all communication in relation to this Agreement in English. Where OKPAY sends or accepts communication in another language, this shall be for convenience only and shall not change English as the agreed language of communication for future communications.
21. Choice of law and forum
This Agreement and any legal relationship between the parties arising in connection with it shall be governed by and construed in accordance with the laws of Cyprus regardless of the venue or jurisdiction in which a dispute is being determined. Each party hereby irrevocably submits to the nonexclusive jurisdiction of the Cyprus Courts.22. Waiver
Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future.23. Severability
If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.24. Entire Agreement
This Agreement including all Schedules and other documents referred to herein and the Terms of Service and all documents referred to therein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.25. Variation
Subject to section 18 of the Terms of Service and section 10 above, no variation or amendment to this Agreement shall be effective unless recorded in writing and signed by the duly authorized representatives of both parties.Return, Cancellation and Shipping Policies
When you sign up for OKPAY Merchant Account, you'll be asked to provide return, cancellation, and shipping policy information. Your buyers can view this information on the OKPAY order confirmation page while making a payment.In order to minimize confusion and ensure a positive buying experience for your customers, please provide as much detail as possible about your policies. For example:
Returns and cancellations
- Do you require buyers to cancel or return items within a specific time period?
- Are there exceptions to your return or cancellation policies?
- Do you require buyers to return items in their original shipping containers and/or packaging?
- Will you or the buyer pay for postage?
- Do you charge restocking or other fees?
Shipping
- What shipping methods and options do you offer?
- Which shipping carriers do you use?
- What are your shipping rates?
- How do you handle out of stock or backordered items?
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OKPAY® is a registered trademark of OKPAY Inc.
OKPAY, Inc., VG1110, Mill Mall Tower, 2nd Floor, Wickhams Cay 1,
PO Box 4406, Road Town, Tortola, British Virgin Islands.
PO Box 4406, Road Town, Tortola, British Virgin Islands.
