MERCHANT TERMS AND CONDITIONS

1.    Why you should read these terms and conditions

This Agreement sets out the Terms and Conditions for ArenaPay Merchant e-wallet and the related provision of services. It is a contract that is entered into between Sureswipe E.M.I PLC (“we”, “us”, our”) and you (the “Client”). It applies to ArenaPay Merchant e-wallet accounts in Germany.

The Agreement terms and conditions are valid and bound by both Parties throughout the duration of the business service relation, until terminated in accordance with the terms set out herein.

Please read this Agreement carefully before you start using our services. The Agreement and the relevant documents tell you who we are, how we provide the services to you, how this Agreement can be changed or terminated, what to do if there is a problem and other important information.

If you do not accept these terms and conditions, you must refrain from opening an ArenaPay Merchant e-wallet account.

 

For any further assistance, please contact us at support@oktopay.eu

This Agreement is concluded in English language and all communications between you and us shall be in English only. By accepting this Agreement, you confirm that you understand this language, do not have any objections for this language being used as a language of contractual relations between you and us and agree to be bound by this Agreement in the language that it is drafted in. We may also elect to use an alternative language to effectively communicate locally with you. Use of such alternative language for localization purposes should not be deemed as official for contractual purposes, unless otherwise provided in the applicable legislation. For contract purposes the official language is English and where any discrepancy exists in the translates contracts the English version will supersede the other.

By accepting this Agreement, you agree that we may provide notices or other information to you from time to time to your registered email address or contact you using other contact details you have provided. We may also provide notices or other information to you from time to time through the Website (including the posting of information accessible to you after your Account login). Notices sent by email or made through out Website shall be deemed to have been received 24 hours after the time of remittance of email or of posting to the Website.

 

2.    Glossary

“Account” or “e-wallet” or “ArenaPay Merchant e-wallet” is the Business web-based e-money payments account you have opened with us in your name, which you will be using in accordance with the terms and conditions of this Agreement.

“Agreement” are the terms and conditions included in this agreement, including all subsequent amendments and any additional documentation that accompanies it and to which you should adhere to.

“Available balance” the amount of e-money held in your e-wallet.

“Business” or “Corporate” means any physical or legal entity (duly represented by a representative) that is not a Micro Enterprise or a Charity or a Consumer (individual acting for a purpose other than a trade, business or profession) and that acts for trade, business or profession purposes.

“Business Day” means Monday to Friday from 9:00 – 17:00 Easter European Time – UTC+2, excluding bank and public holidays in Cyprus and/or in other jurisdictions where the Services are provided.

“Wett Arena” means I.B.C. SPORTSBETTING LTD, a company with registration number C83885 and with its registered office at 101, Triq Bormla PLA 1905, Malta, authorized by the Darmstadt Regional Council to offer online and land-based sports betting (RPDA-Dez.III 34-73c, 38.01/87-2020/2).

“EEA” or “European Economic Area” are the European Union (EU) member states as well as

Iceland, Norway and Lichtenstein.

“E-money or Electronic Money” means electronically, including magnetically, monetary value stored in your ArenaPay Merchant e-wallet, as represented by a claim on us, which is issued by us upon receipt of funds for the purpose of making payment transactions and which is accepted by a natural or legal person other than us. The terms “e-money”, “money” and “funds” are used interchangeable in this Agreement.

“Merchant App” is a web-based application though which you may access the Services.

“Payment Service User” or “PSU” means any verified registered person who holds an active ArenaPay Consumer e-wallet in their name and who may use the Services and transact with you.

“Gaming Account” is an existing and active account the Payment Service User has opened with Wett Arena.

“Services” are all products, services, features and functions offered by us that can be accessed via the Merchant App.

“Terms and conditions” see Agreement.

“Third party” any other natural or legal person other than the parties under this agreement.

“Transaction” is an action performed or permitted by you which results to money entering or leaving your Account.

“Website” means www.oktowallet.eu

“Writing” means in written form including email.

3.    Who we are?

We are a public limited liability company established in Cyprus with registration number HE366500 and address 18 Kyriakou Matsi, 1st Floor, Nicosia 1082, Cyprus, licensed as an Electronic Money Institution (EMI) with authorization number 115.1.3.26 authorized to provide its Services under the supervision of the Central Bank of Cyprus (hereinafter called “the CBC”).

Our main business is the issuance, holding, redemption of e-money and the provision of services closely related to the issuance of electronic money.

We provide our Services as a white label payment solution developed, owned and operated by OKTOPAY LIMITED, a company with registered address at 10 Mnasiadou and Strasikratous, ELMA HOUSE, Floor 2, 1065, Nicosia Cyprus and registration number HE400907. For the provision of our Services, we act as payment service provider and OKTOPAY LIMITED acts as technology provider.

Our Services are offered under the brand ArenaPay, a brand owned by Wett Arena and lawfully licensed to us and OKTOPAY Limited for the provision of the Services.

We operate and provide services on business days of the Republic of Cyprus.

This Agreement will be available to you, at all times on the Website. These terms and conditions may also be sent to you or appear in places on the Website, the Merchant App or otherwise where relevant to your use of the Services. You can ask for a copy of these terms and conditions through the Website at any time or you can contact us at by email at support@oktopay.eu.

4.    Who can use our Services?

You can agree to this Agreement and open an Account if you are registered within the EU/EEA and after having completed the onboarding process in place. As a legal entity, you warrant that the person that accepts this Agreement on your behalf is an authorized representative of yours who has been granted full authority to act on your behalf in relation to the Services (and as this may be modified from time to time), and any actions taken by this person including but not limited to purchase of Services, modification of the service plan, termination, or transfer of the service plan, would be considered binding and final.

Even in the absence of any notification to us, this Agreement is also applicable to any other person (legal or natural) you grant permission to use your Account. In any case, you remain liable against us for any action or omission performed by these persons.

We cannot guarantee the identity of the user. There are therefore inherent risks that come with the inability to confirm identity especially when dealing with people who act under false pretenses. It is your responsibility and the responsibility of your agents, representatives, officers to ensure that the products and services are not accessible to persons under the age of 18 (underage persons or minors).

 

5.    What is an ArenaPay Merchant e-wallet?

Your e-wallet is an electronic money payments account maintained by us in your name, that holds e-money. The primary use of the ArenaPay Merchant e-wallet is for your own operational purposes and should not be used for personal or family purposes. We are offering only e-wallets in Euro currency.

With your e-wallet you can do the following:

• Top-up your Account with a deposit made from the use of the bank transfer.
• Withdraw/redeem funds from within your e-wallet by sending it to your bank account.
• Send and receive funds (Merchant to Merchant Transaction)
• Monitor bet top ups and bet withdrawals transactions towards and from the Gaming Accounts of the Payment Service Users.

 

You should never allow anyone to operate your e-wallet on your behalf if they are not your authorized representatives. All activities carried out in your account are deemed as activities carried out by you and you represent and warrant that you are the sole beneficiary of the Account.

You may only open one ArenaPay Merchant e-wallet unless we have agreed in writing for the opening of additional accounts. We may refuse the opening of duplicate accounts for the same customer. Where duplicate Accounts are detected, we may close or merge these duplicate Accounts at our sole discretion.

If we add new features or services, we may notify you in the email address you have given us when you opened the e-wallet. However, it is your responsibility to check regularly the Website where the updated features and services are displayed.

You can maintain balances in your Account, however you will not receive any interest on the money in your Account. ArenaPay Merchant e-wallet is an electronic money account and is not a bank account. Electronic money accounts are not allowed by the European Law to receive any paying interest. Electronic money is not a deposit or investment under the Cyprus Law, and is therefore not protected by any deposit protection scheme or the investor compensation fund scheme that is provided for in Cyprus.

Every transaction executed, will appear in your transaction history.

6.    Opening an e-wallet

When requesting us to open an Account for you, you will need to accept all required Terms and Conditions and provide us with all necessary information and documents.

To comply with the requirements of the applicable legislation on the Prevention of Money Laundering and Terrorist Financing, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept you as our Client and no Services will be provided to you.

To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your or your shareholders’ or officers’ or partners’, identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws.

You agree to comply with any further request from us for additional information for this purpose and that you will provide this information promptly.

You also agree that we may request or obtain, directly or through any third parties, the necessary documents or information to validate the information you provided to us.

Examples include commercial databases or other sources of information.

It is important to keep your details up to date and let us know immediately if any information you have given us has changed. This is necessary to avoid possible disruption to the provision of the Services. We cannot be responsible for any financial loss arising out of your failure to do so. We will ask you from time to time to confirm the accuracy of your information and in some cases ask you to provide additional supporting documents.

 

7.    Protecting your Account

You must take appropriate steps to protect your Account from being misused. You must take reasonable steps to secure your devices, items, IDs, passwords required to access your Account. You should PROTECT your security credentials by storing them safely. We advise that you change your password regularly and ensure that it is not reused in other online accounts.

In order to ensure the safety of your Account and of the Service provided to you, you agree to do the following:

• Try to conceal your password in order to make it hard for others to understand.
• Try to avoid using as a password information that can be known to a number of people, like your birthday, ID number, telephone number, or a sequence of letters and number that can easily be guessed.
• Try not to allow any prying eyes from seeing you entering your login details
• Refrain from using any functionality, either device or software specific, that allows you to store (“remember”) your login details as they may be compromised
• Ensure that you do not remain logged in your Account after you have finished accessing the Services.
• Do not allow other people to use your Account
• Do not share your security credentials with anyone else

In some cases, we may ask you to authenticate an instruction related to your Account.

This is necessary to ensure that it’s you giving us the instruction. This could include your email and password in order to successfully log into your Account to provide us with your instruction.

If your security credentials are stolen, lost, used without authorization or compromised, you should immediately contact support@oktopay.eu and change your password without delay.

We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your accessing of this website or any other website. You must take your own precautions to ensure that you are not exposed to the risk of viruses or other form of interference which may damage your own computer system.

 

8.              How we protect your Account balance

We do not lend your money to other individuals or businesses. When we receive money from you through the Merchant App, we issue the equivalent value of e-money and we place it in your Account. The equivalent money received from you are deposited into a pooled client account with a bank in the European Union, separated from our own money. This means that, in case of insolvency, your e-money will not be used against payment of our liabilities. We will exercise all due skill, care and diligence in the selection, appointment and periodic review of the institution where the money is deposited. It should be noted, that segregated account(s) will be established, maintained, and operated according to the applicable rules and regulations. We will give instructions to the banking institution(s) regarding the transfer and movement(s) of the money.

 

9.        How to get information about your e-wallet

You can view your Account statement by logging into your Account. All your transactions will appear in the transaction history section of your ArenaPay Merchant e-wallet. You can access the transaction history when you log in to your Account and select the transaction tab/button.

The Account information is available for 5 years after you close your Account with us.

You need to check your e-wallet regularly and let us know immediately if you see a transaction that was not authorized by you or a payment that you think it might be made incorrectly. You can do this no later than 13 months from the date of the transaction otherwise, you are not entitled to any correction of errors or refund of funds.

With this you acknowledge and agree to review your transactions through your Account, and the relevant transaction history section and you understand and accept that no period statements will be sent to you either physical or by e-mail.

The Available Balance in your Account should always be positive or zero. If your e-wallet goes negative as a result of a reversal of a transaction, or any other action, you promise to repay the negative balance immediately without seven (7) Business Days. In case you fail to do so, we will close your Account and terminate this Agreement, and we will take all necessary measures, including legal action, to recover any residual amounts.

 

10.    Adding money to your Account

All funds in your Account are “electronic money” as recognized in the European Economic Area as a form of money suitable for online use.

You can add money to your ArenaPay Merchant e-wallet (top-up) by making a bank transfer. If you add money to your Account, we will issue the equivalent amount of e-money in Euro. The e-money will be stored in your Account, and you can use them for the available transactions. For now, we can only issue electronic money in Euro.

We may limit the adding of money in your Account, either by requirement of the anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation including mainly the anti-money laundering legislation.

11.    Withdraw/redeem electronic money from your Account

You can withdraw money from your ArenaPay Merchant e-wallet by transferring it directly to a bank account in your name and convert them into cash money. Fees may apply to withdrawals. Fees are disclosed in advance each time you initiate a withdrawal.

When you give us instruction to transfer any amount from your Available Balance, you agree that you authorize us to transfer the Electronic Money to the bank account you have specified by the end of the next Business Day.

We are only offering e-wallets in euro and do not offer currency conversion for now.

In certain situations, we may delay a withdrawal to comply with the anti-money laundering and other legal obligations. We may also delay a withdrawal to protect you, other users and itself from loss or if it needs to confirm that you are the one who has authorized the withdrawal.

 

12.    Receiving money in your Account

Receiving money in your Account can take place as follows:

• Through the ArenaPay Merchant e-wallet of the payer to your e-wallet (merchant to merchant Transaction)
• Through verified bank account transfers (internet banking, phone banking etc.)

 

We may limit the receipt of money in your Account, in order to comply with the applicable anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation, including mainly the anti-money laundering legislation.

 

13.    Sending money from your Account

Once you submit a payment order, we consider that you have given us consent and authorise us to execute the transaction, to debit your ArenaPay Merchant e-wallet and to credit the account of the person you are sending money to. You have the option to send money in Euro.

You need to have enough available funds in your Account to cover the amount of any payment or transaction you make plus any additional fees. We reserve the right not to conclude a transaction until we receives cleared funds (this also means, without limitation, that we are not obliged to settle a refund before having received funding for the original transaction).

When making a transfer, make sure that the details of the person you want to pay are correct. If they are not, the payment may be delayed, or you may lose your money if you send it to the wrong account.

We are not responsible for money sent to the wrong recipient as a result of incorrect information provided by you. If you have provided wrong information, you may ask us to assist you in recovering the money, but we cannot guarantee you that these efforts will be successful.

We may impose a limit on sending money from your Account, either by requirement of the anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation including mainly the anti-money laundering legislation.

 

14.    Bet Top-Up and Bet Withdrawal monitoring

You may use your ArenaPay Merchant e-wallet to monitor the bet top up and bet withdrawal transactions towards and from the Gaming Accounts of the Payment Service Users.

15.    Exchange rates

We do not offer a currency conversion at this time. No exchange rates apply.

 

16.    Fees

We charge fees for our Services as stated in the ArenaPay Merchant Services Pricing set out on the Website. We are not responsible to determine any applicable taxes relating to your transactions, nor we are responsible to collect report and remit any taxes arising from any transaction. You agree that it is your sole responsibility to determine the applicable taxes relating to a transaction and further to collect, report and remit tax balances arising from any transaction to the relevant tax authority. We may deduct the fees from your Account balance or deduct the transaction related fees from the amounts transferred before those funds are credited to your Account.

If a transaction requires you to pay a fee, we will disclose that fee to you at the time of the payment instruction.

All fees become due and payable upon the use of the Services by you. We have the right to receive all due and payable amounts towards you by directly debiting and subsequently reducing the balance of your Account without any specific notification. With the acceptance of this Agreement, you explicitly and unconditionally mandate us for the receipt and/or compensate these amounts with the equivalent debiting of your Account. Any amount that has become due and payable and has not been paid off due to insufficient balance, shall be withheld in priority against any other debit, once and to the extent the Available Balance is sufficient or compensated, if applicable.

We will not process your Transaction until we have received the fees from you. You cannot deduct any amounts from our fees.

We may make a charge for additional services we provide outside these Terms and Conditions. We will notify you if there are fees applicable when you ask for the specific service.

We are not responsible for the fees associated with a bank or another payment service provider to process payments from you to us. Any fees charged by third parties will be deducted by us before crediting the remaining balance to you.

You agree to pay all applicable sales, value added (VAT) and any other taxes relevant to the Services or to any payments made to us where such relevant taxes apply. No deduction or withholding should be made to the aforesaid payments unless otherwise required by law. In such case the fee sum that the withholding party must pay, will be adjusted to include any such deduction or withholding, ensuring that the resulting amount we receive is equal to what the amount would have been, should it not have been for such a deduction or withholding being required. Unpaid balances that are overdue (where overdue means that their “pay by” date has lapsed, and any additional remedial period has also lapsed), will accrue a late charge interest of 2% per month or the maximum allowed under the law, where the lesser of the two will apply. In the event that we cannot collect the fees due, we shall have the right to terminate the Agreement in accordance with these terms.

 

17.    Cancelling a payment

You may not cancel or revoke a payment instruction that has already been received by us, nor can you withdraw your consent to execute a transaction.

You can only cancel a payment instruction in the case of a recurring payment (where available) and where the cancellation instruction is given at least by the end of the Business Day preceding the day the next recurring payment is due.

 

18.     How long will the Transaction take?

If you give your payment instruction after the cut-off time (5.00 pm Easter European Time – UTC+2) the payment will be executed the next Business Day.

You may have the option to give us instructions to make a payment on a later date. In this case, the money will leave your account on that day.

 

19. If a payment was sent to the wrong account, wasn’t sent at all or was delayed

We try to process your Transactions correctly and timely, but sometimes things go wrong, and a payment might be delayed or not received by the person you wanted to pay.

If a person has not received the money you have sent him, we will not be responsible if we have processed the payment correctly, but you gave us the wrong details.

If the payment was not received or delayed, let us know by sending us an email to support@oktopay.eu no later than 13 months after the amount was taken from your Account.

If the money was not received into the account, and the reason was our mistake, then we will refund the payment back into your Account. If possible, we will restore your Account to the state in which it would have been if the transaction did not take place.

 

20.         Refusal of execution of a Transaction

We may refuse to make any type of payment in the following cases:

• You do not have enough money in your Available Balance.
• You do not provide us with all mandatory information requested in a payment instruction.
• The Transaction exceeds the applicable limits as defined herein.
• We have a reason to believe that the activity is in breach of these Terms and Conditions.
• If we have a legal or regulatory obligation that prevents us from making the payment or if we are required to perform further
• If a third party prevents us from making the payment (for example Mastercard or Visa do not allow a payment or a withdrawal).
• If you owe money to us and we need to repay the amount owed by you.
• If your Account has specific
• If your Account is blocked for any other
• If you have been declared bankrupt, if a bankruptcy order was made against you, or if you have entered an individual voluntary arrangement with your creditors, and the applicable legislation in this case forbids us from making any payments to you or instructed by you.

 

Provided it is not prohibited by any applicable law, we will be required to provide information as to the reason we took action, what caused us to take action, and any remedial action you may take to resolve the refusal issue if possible.

You agree that we may also suspend the execution of a Transaction, which based on available information at the time, can be reasonably deemed as above acceptable risk levels, and you will be notified for such action. Should the thread of excess risk be eliminated, we will lift the suspension allowing the execution of the Transaction.

21.         Refunds to your Account

If a person has not received the money you have sent, and this is not due to our mistake, we will try to refund the money back to your Account, but this is not always possible.

We will not refund the payment if:

1. The personalized security credentials, are lost, stolen or misappropriated. For unauthorized payments where we believe you should have been aware of the loss, theft or unauthorized use, you will be liable for the first 50 EUR. We will not hold you liable for the first 50 EUR if the unauthorized payment was caused either by us or a third party carrying out activities on our behalf. Your liability for the first 50 EUR also does not apply to any unauthorized transactions made after you have notified us that your e-wallet may have been
2. if we believe you have acted fraudulently,
3. if you do not quickly notify us for the loss, stealing or unauthorized use of your security credentials or access to your Account,
4. if the payment transaction was unauthorized but you have acted with intent or gross negligence
5. if you don’t let us know about the unauthorized or incorrectly completed

transaction within thirteen (13) months from the date of the payment transaction.

For more information, please read our Refund Policy.

22.         If someone steals money from your Account

If you have a reason to believe that someone has stolen money from your Account, you need to let us know as soon as possible and no later within 13 months from the date the money was taken from your Account.

We will pay the money back into your Account if any of the following applies:

• There was no way to know that your security credentials of the Merchant App were at risk of being misused.
• The payment happened because of our mistake.
• The payment was made after you told us that someone knew your security credentials or if we didn’t give you a way to tell us about this.

Any charges you has to pay as a result of the unauthorized payment will be paid back to you.

You will not be entitled to any refund, if you have acted fraudulently or you failed to keep your security credentials of Merchant App safe.

23.         Closing your Account

Unless otherwise agreed in writing between us, you can terminate this Agreement and close your ArenaPay Merchant e-wallet at any time and for any reason by giving us a written notice. Please ensure that any available balances on your e-wallet are withdrawn prior the closure request of your Account. In case you maintain a positive balance in your Account, you will be requested to provide an active bank account of which you are the beneficiary, to which the equivalent funds will be transferred net of any fees or other charges incurred by us. Client representatives can assist you with the Account closing process and can provide you additional information if needed by contacting them at support@oktopay.eu.

You must not close your ArenaPay Merchant e-wallet to avoid an investigation. If you attempt to do that, we may hold your money until the investigation is fully completed in order to protect our interests and meet our legal obligations.

In case you close your Account, you agree the following:

1. You will not be able to avail yourself with the Services
2. You forfeit any non-monetary benefits such as bonuses, coupons and/or vouchers (if applicable).
3. Any pending transactions will be cancelled and any instructions for recurring payments will be withdrawn.
4. This Agreement shall be terminated, except to the extent and for so long as we require to deal with the closure of your Account and to comply with applicable laws and regulations.
5. We have the right to hold the balance in your Account for a period of 180 calendar days from the day you close your Account, in order to protect itself and any third party against any potential claims of reversals, fines, penalties and other liabilities that stem from the use of your Account while it was active. After this time, you will be able to withdraw any undisputed funds.
6. After your Account is closed you will remain liable for any outstanding obligations related to your Account prior to closure.
7. You shall stop to use any material, digital or electronic right that has been granted to you for the facilitation of Transactions and for the use of the Services, and you are obliged to return it to us.
8. You shall stop the use of any of our trademarks or distinctive signs, to the extent this was allowed to you under this Agreement.

24.     Terminating or suspending our Services at our own discretion

We may terminate this Agreement, block your Account or suspend the Services under this Agreement at any time:

• If we have a good reason to believe that you might be acting
• If we believe that you have provided us with false or misleading information
• If this is required to meet our legal obligations.
• If you did not provide us with the information, we need to meet our legal obligations or if you have provided us with incorrect
• If we are unable to verify your identity or other information we have
• If you have acted in breach of these Terms and Conditions in a serious way or in a way that we are entitled to close your
• If we have a reason to believe that you use the Merchant App in a way that might be harmful to our
• If we have a good reason to believe that, if we continue to offer you the Services this may harm our
• If you refuse to repay money you owe us within a reasonable period.
• If we must do so to meet instructions from governmental authorities within their legal
• You do not use your Account for two years and we are unable to communicate with you during this
• If we or you have been declared insolvent or bankrupt, have filed for voluntary bankruptcy judgment or have consented to the filing of a petition of bankruptcy against us or you, have admitted to be in default of your debts, have made a general assignment for the benefit of creditors, seek bankruptcy protection or have been granted bankruptcy protection to reorganize our/your operations, have had a receiver or trustee appointed for the proper disposition, liquidation of assets.
• We suspect that your Account has been accessed without your authorization or if we are concerned about the security of your
• If we have reasonable grounds to believe you are carrying out a prohibited or illegal

We will let you know when we block your Account including the reasons for this if the law allows us to do so. We will unblock your Account as soon as the reasons for the Account blocking do not exist.

If we hold Electronic Money for you for more than two years without any activity on the Account, we shall use reasonable endeavors to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any costs incurred, o the last known bank account we have on file for you.

We also have the right to close your Account and terminate this agreement, even if the aforementioned conditions are not the case, and without reason by giving a 2-month notice to the Account holder. Should this occur, we may provide you (but not obligated to) with a reason for electing to close your Account and will allow you to withdraw any funds that are not blocked for any other reason.

 

25.     General information

For a contract to be legally enforceable, there needs to be an offer and acceptance. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer.

If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

We shall have no liability to you under this Agreement or any contract if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration.

Each of the subclauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses, clauses and paragraphs will remain in full force and effect.

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

We may transfer our rights and obligations under this Agreement to another organization without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.

You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing.

This contract is between you and us. No other person shall have any rights to enforce any of its terms.

Except if something else is agreed upon in writing between you and us, this Agreement and all matters arising from it and any dispute arising between the parties in connection with the Agreement shall be governed and construed in accordance with a) the law of the country where the Services are provided b) Cypriot Law, for any dispute arising between you and us which could be: issuing of electronic money, anti-money laundering framework etc.. The Courts of the place where the Service is provided will have jurisdiction in relation to any claim, dispute or difference concerning this agreement and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

 

26.     Making a complaint

If you are not happy with the provision of our Services, please contact us at support@oktopay.eu or submit the online form and a client representative will issue a ticket in reference to the dispute matter. We take seriously the complaints of our customers. If we receive a complaint from you, we will try to solve it within 15 business days. If the problem cannot be solved within 15 business days, we will send you a reply stating the reasons of the delay including the date of by which we will give you the final answer. In any case, the final reply will not exceed the 35 business days.

For more information, please read our Complaints Handling Policy.

 

27. Restrictions on using the Services

The Services must not be used, directly or indirectly, for the following restricted activities:

• Breach this Agreement, the Privacy Policy or any other policies.
• Violate any law, regulation, directive, statute or contract in relation to the Services received, including without limitation, anti-money laundering laws and regulations, consumer and personal data protection laws and regulations, e-money and payment services laws and regulations.
• Use tools and mechanisms to conceal your online identity and location (use of proxy and other anonymizing technics).
• Cause and maintain an Account with a negative balance.
• Engage in activities (in accordance with information in our possession) that may present us with increased risk or fraud or credit exposure or that lead to us handling a disproportionate number of claims settled in favor of the claimant.
• Use the Services in a manner that results in complaints, disputes, claims, reversals, fines, penalties, chargebacks and other liability to us, another Client or a third party.
• Use the Services for illegal
• Intentionally or unintentionally facilitate any malicious computer programming routines that may cause damage, harmfully interfere with, clandestinely capture or steal any system, data or information.
• Intentionally or unintentionally use any automatic device process or manual process to monitor or copy the Website without our prior written permission.
• Use any device and/or software that Intentionally or unintentionally interferes with the proper operation of the Merchant App and/or the Website.
• Infringe our, or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or
• Provide false, inaccurate or misleading
• Send or receive what we reasonably believe to be potentially fraudulent or unauthorized
• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to
• Control an Account that is linked to another account that has engaged in any of these restricted
• Use the Services in a manner that MasterCard, or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network
• Use of the Services in a way that we reasonably believe that might harm our ability to provide our Services,
• Control or use an Account that’s not
• Allow anyone else to access or use your Account or the Merchant App.
• Harass and/or threaten our employees, agents, or other

 

Notwithstanding any provision that are more specific and agreed in writing, in case you use the Services for the above restricted services and/or in a manner that results in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, another user or a third party, you may be liable for the above restricted activities and their outcome. In such case, you agree to reimburse us, another user or a third party for any and all such liability, and for us to settle any amounts owed as a result of the liability from your available balance. Should your balance be insufficient to cover the amount, you agree that we may use any amount proceeds from a transaction, and in the event that such amount does not cover the liability, allow the holder of the claim to recover the amount through other legal means available.

In case of disputed amounts resulting from a claim or reversal, we will block the use of enough funds in your Account to cover the full amount of the dispute. The block will not affect the use of your Account if you have a residual balance in excess of the blocked disputed amount. The block is restricted to the disputed balance amount. Should the dispute be resolved on your favor, we will restore the full access to your Account and remove the block from the formerly disputed amount. To the contrary, if the dispute is resolved in favor of the opposing party, the blocked amount will remove the required amount from your Account in settlement of the dispute resolution decision.

 

28. Changing these terms and conditions

We shall have the right to make amendments to this Agreement at any time. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without additional charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective.

 

29. Confidentiality

 

Each party shall use the Confidential Information solely in the performance of its obligations under this agreement, treat it as confidential, and not disclose it, except as expressly permitted by this agreement and to its authorised employees, officers, directors, legal counsels and accountants (provided that they are bound by a duty of confidentiality no less restrictive than the duty imposed by this Section). Without limiting the foregoing, the receiving party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the Confidential Information. Upon expiration or termination of this Agreement, each party shall destroy all electronic copies, and return all tangible copies, of any Confidential Information of the other party unless otherwise required by any applicable laws and regulations.

Confidential Information shall not include information that the receiving party can prove: (a) was generally available to the public at the time it received the information from the disclosing party or later becomes generally available to the public through no fault of the receiving party, (b) was known to it, without restriction, at the time of disclosure by the disclosing party, (c) is disclosed with the prior written approval of the disclosing party, (d) was independently developed by it without any use of the Confidential Information of the disclosing party, (e) becomes known to it, without restriction, from a source other than the disclosing party without a duty of confidentiality to the disclosing party, or (f) is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the receiving party must provide prompt advance notice of the proposed disclosure to the disclosing party, and (ii) any Confidential Information so disclosed shall otherwise remain subject to the provisions of this Section. All source code and the terms of this Agreement will be considered Confidential Information.

Each party acknowledges that breach of this Section by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.

 

30. Privacy Policy

The full Privacy Policy can be found on the Website.

In the course of providing the Services to you, we will process certain customer and transaction information (the “Data”). You acknowledge that and agree to our processing of these Data and further to provide only the Data necessary for us to provide the Services. We agree to use the Data in identifiable form only for the purposes of offering the Services and for the processing of transactions. You must ensure unobstructed transmission of the Data to our servers and that your system (software and hardware) is not tainting the transmitted information in any way.

We shall have the rights to:

• Use the Data in a manner required to offer the Services contemplated in this Agreement without limitation the provision of such Data to third parties who relate to the provision of the Services.
• Maintain the Data for a period of up to five years, or as the relevant EU Laws and Directives may require. Such Data may be used for internal record keeping, internal reporting, and support purposes.
• Make such Data available either to honor a court issued injunction or the Law or to be used in our defense in a legal dispute.

You are responsible to notify the third-party persons of the fact that their personal data will be provided to us as required by the Services provided to you and represent and warrant that you will have received their consent for the provision to and the processing of (as necessary) by us prior to doing so. You further warrant that the notification to the third-party persons includes the reason for collecting and remitting such personal data, who are the intended data recipients, which parts of the personal data is compulsory and which are optional, and should the need arise, by what method can the persons whose personal data is being held and controlled can correct them (in case of change or error). It is your sole responsibility for any repercussion stemming from your failure to notify, or to receive the consent of the third party, for the maintenance and control of your personal data and for the provision of any inaccurate, incomplete or outdated information.

It is your sole responsibility to ensure that collection, storage and transmission of Data is performed using security policies that are in line with business best practices and which protect the privacy of Data as required by the applicable personal data protection legal framework. For using the Services, we may review your data handling process and if deemed necessary, request that you undertake to bolster its process, within reasonable commercial limits, to further safeguard the Data and the overall security of the Services.

You shall not collect, retain or process in any way or disclose to third parties in any way, identification and verification data related to payment instruments and their holders, or to relevant transactions, whether those are incorporated in tangible or intangible means, neither can you use these data for any other purpose than for the execution of the transaction.

Also, you shall keep all necessary supporting to the transaction documents for at least 13 months from the day of execution.

 

31. Your Responsibilities

It is your sole responsibility to:

• Develop and maintain (including hosting arrangements of) the Merchant App ensuring its accessibility on the internet. You must also ensure unobstructed transmission of any transactional information to our servers and that your system (software and hardware) is not tainting the transmitted information in any way.
• Ensure that the software used is updated to the latest version and that any required security updates and patches are in place.
• Ensure that there is at least one active commercial banking relationship with a credit institution. We will have no bearing on this relationship and any terms and conditions set out by such relationship will have no bearing on us and will be your sole responsibility and the credit institution(s).
• Take all necessary measures to identify and verify the identity of the PSU’s using payment instruments requiring their user’s identification.
• Display enhanced due diligence towards the holders of payments instruments regarding their proper use and charging of fees.
• Comply with PCI DSS process, as this may be amended and available in the websites www.visaeurope.com, www.mastercard.com and www.pcisecuritystandards.org.

For the duration of this Agreement, you must not:

• Accept payment instruments, previously declared as stolen or lost.
• Execute any transaction without the authorization of the payment instrument holder.
• Facilitate or cause an interception of payment instrument or transaction data.
• Surcharge for the use of the Services unless the applicable laws allow you to do so. Should you charge a client a surcharge fee, we will be no party to such charge and you agree to inform the purchaser directly of the charge clearly stating that you as the seller and not us is charging the surcharge. Where you fail to inform the purchaser, we will assume no responsibility and will have no liability towards any purchaser as a result of the omission. You further acknowledge that failure to disclose such surcharge to the purchaser when permitted, may constitute a criminal and/or civic offense.

 

32. Representations and Warranties

We represent and warrant that we possess the necessary corporate authority to enter into and carry out the terms of this Agreement, and that our executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of their obligations stemming for this Agreement.

We expressly disclaim, to the maximum extent permitted by law, all conditions and warranties, of any kind express, implied or statutory, regarding the Services offered or the software provided, including but not limited to the implied warranty of non-infringement, except for any condition or warranty whose exclusion would contravene any law and regulation (including the European Commission Directive on Unfair Commercial Practices of 2005), or cause any party of this paragraph to be void (hereon after referred to as “non-excepted conditions”). Our liability towards you as a result of a breach of any non-excepted condition is limited at your own option to a) refund of the price paid for the good or service that caused the breach b) replacement or repair of the good or repeat of the provision of the service that caused the breach unless such liability cannot be limited under jurisdictional laws and regulations.

We neither represent nor warrant that the provision of the Services to you will be without delay, interruption, compromise to your security systems, or error free (neither that all errors will be rectified) and we do not accept any responsibility for any delay or failure in delivering the Services under this Agreement. We may undertake to perform maintenance and/or repair work on our systems that may restrict your access to your Account and/or the Services.

Further, we cannot represent, guarantee or warrant the identity of a PSU nor ensure that the transaction between the transacting parties will be successfully completed. There are therefore inherent risks that come with the inability to confirm identity especially when dealing with people who act under false pretenses. Such inability could lead to the use of the Services by persons under the age of 18 (underage persons or minors), despite our requirement that an eligible PSU be at least 18 years of age. It could lead to potential dealings with minors that are risky.

You represent and warrant that, as a legal entity (if applicable), you possess the necessary corporate or other authority to enter into and carry out the terms of this Agreement and that your executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of your obligations stemming from this Agreement. You also represent and warrant that as a legal entity (if applicable) you are in good standing in your jurisdiction of incorporation or registration

33. Indemnification

 

Except if something more specific has been agreed upon in writing, we shall indemnify and hold you, your employees, representatives, agents, affiliates, directors, officers, distributors and franchisees from and against any and all claims, suits, actions, liabilities or other proceeding brought against you that are based on a breach of our representations and warranties.

Except if something more specific has been agreed upon in writing you shall indemnify, defend and hold harmless us and our employees, representatives, agents, affiliates, directors, officers, distributors and franchisees from and against any and all claims, suits, actions, liabilities or other proceedings brought against them that are based on a breach of your representations or warranties or any claim that you infringe the Intellectual Property Rights of any third party. You shall pay any and all costs, damages, and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by you in connection with or arising from any such claim, suit, action, or proceeding.

You further agree to indemnify and hold us, our employees, affiliates, associated and any persons who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party as a result of your employees’, affiliates’ associates’ or agents’ breach of this Agreement, breach of any applicable law and/or use of the Services.

Either Party shall promptly notify the other Party (the “indemnifying Party”) in writing of any potential claim and cooperate in all reasonable respects, at the indemnifying Party’s cost and expense, with the investigation, trial and defense of such claim and any appeal arising therefrom. The indemnifying party shall not compromise any claim or enter into any settlement, or consent to the entry of any judgment without the written consent of the indemnified party. The indemnified party may in addition retain separate counsel of its own choosing at its own cost.

 

34. Limitation of liability

Except if something more specific has been agreed upon in writing, you acknowledge that we are not responsible for the results of any credit inquiry, the functionality of Internet Service Providers’ (ISP) or Financial Institutions’ (FI) websites, or the accessibility and functionality of the Internet, or for any damages or costs you may incur or suffer as a result of any instructions given, actions taken or omissions made by it, its financial processor(s) and FI or any ISP.

Except if something more specific has been agreed upon in writing, in no event shall we, our associates, our affiliates and other related persons who act on our behalf, and/or the persons we enter into contracts with, have liability (including liability for negligence) for any foregone profits, missed opportunity, costs relating to the procurement of substitute goods or services, or for any indirect, incidental, consequential, punitive or special damages arising out of this agreement, under any cause of action or theory of liability (including negligence), and whether or not we have been advised of the possibility of such damage. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

 

35. Intellectual property rights

We, the system vendor and/or our licensors, grant you a limited, non-exclusive, non-transferable license for the use of any software application(s) you access through or have downloaded to your personal computer, mobile device, or platform, including an Application Programming Interface (API) or a Developer’s toolkit where applicable, but this is for your personal use only. You may not:

• Transfer, lease or rent, sell or distribute these rights to any person or
• Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from our

With this you acknowledge that all rights related to our material, belong exclusively to us or to a third-party provider depending on the contractual arrangements between us and the third-party provider.

The brand(s), website(s) URL(s), logos relating to the name, products and services described/used in/on electronic and hard copy material are either copyrighted, or are registered trademarks, or are our trademarks or trademarks of a third-party provider and/or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are copyrighted service marks, trademarks belonging to us or to the third-party provider and/or our licensors. Copying, modification, alteration of any kind, amendment or use of any kind is strictly prohibited.

Specifically, we and/or our licensors are the owners of all rights, interests and titles of logos, tradenames, registered and unregistered trademarks, custom designs, proprietary software core code, patentable applications, trade secrets, registered and unregistered copyrights, any and all other intellectual property, proprietary rights or other rights related to intangible property which are used, or developed in connection with any of the Services and you agree not to claim ownership of or interest in any such intellectual property right.

You acknowledge that you have not obtained any rights expressed or implied other than the rights granted to you under the terms of this Agreement, and that no title of ownership has been transferred to you under this Agreement. You further acknowledge that any work we perform in enhancing or modifying, expanding, compressing, compiling or recasting in any way preexisting versions of work provided to it shall be owned by us, and all existing and future copyright and other right, title and interest shall automatically bestow to us.

Except to the extent permitted by applicable law you shall not undertake any action with the intent to ascertain and/or obtain for any reason or purpose our and/or our licensors’ systems source code, processes or data. You have not been granted the right and shall not sell, resell, lease or sublet, sublicense, lend or otherwise transfer the services or components thereof.

Notwithstanding the above, you may use our material provided by us for the sole purpose of being identified as a Merchant using the Services without our prior consent. We may at our own discretion at any time and for any reason revoke the automatic permission or limit the use of the material provided.

 

36. Contact us

All queries should be directed towards support@oktopay.eu which operates and handles the Customer Service. Customer Service means the customer support that can be accessed online by sending an email at support@oktopay.eu.