PayOp Purchase Terms Of Use

Last amended as of: 14 November 2018

These PayOp Purchase Terms of Use (hereinafter – “Terms”) regulate the Client’s use of PayOp platform and constitute a legally binding agreement between the Administration and the Client as to the Services provision (hereinafter collectively referred to as the “Parties” and separately as the “Party”).

Please read carefully these Terms as well as the Privacy Policy and Cookies Policy, before using PayOp. The Privacy Policy is a document regulating our privacy practices as to your personal information. The Cookies Policy is a document regulating our practices of using Cookies when the Client uses PayOp website and engages its Services. They shall be integral parts of these Terms. If you wish to become our Client, you shall read these Terms, Privacy Policy and Cookies Policy in their entirety. If you disagree with these Terms, or Privacy Policy, or Cookies Policy, please do not use PayOp.

The Terms constitute a public offer and are mutually binding for the Parties after the Client accepts and agrees to these Terms.

Please, note that prior to purchasing the products/services from our platform and/or placing an order you will be asked to agree to this Agreement. If you refuse to accept the terms and conditions of this Agreement, you will not be able to buy any products/services from our online marketplace platform.

By agreeing to these Terms you confirm that are are at least 18 years of age.

PLEASE NOTE: although PayOp is the owner and operator of this Website, products/services sold through its online marketplace platform are sold to you by the Merchant/Supplier pursuant to contractual arrangements with PayOp. Your contract for the purchase of any products/services from our marketplace platform will therefore be with a respective Merchant/ Supplier.

The products services placed for being marketed to the End-Users on the platform of PayOp acknowledged as a reseller and as the Merchant of Record by the Supplier/Merchant who place their products/services. The End-User is hereby informed of PayOp’s function as the Merchant of Record, which is performed under the PayOp Merchant of Record Terms of Use(Merchant Terms)

PayOp is a Service of company, registered at 16192 Coastal Highway, Lewes, Sussex, DE, USA. The Service enters into contracts with the Suppliers/Merchants who sell their products/services to PayOp for immediate resale to End Users.

In addition to its reseller and Merchant of Record function, PayOp acts as a PSP provider and a payment facilitator/payment gateway who provides payment processing services to the Merchants.

1. DEFINITION OF TERMS

“Administration” shall mean company, the owner and operator of the website (payop.com).

“Card” shall mean the service of the payment system allowing to execute payment transactions issued by the financial institution indicated on the Card.

“Client” shall mean any End-User, person or entity who accepted these Terms in entirety, and has the right and authority to bind oneself to these Terms and not barred or otherwise legally prohibited from accessing or using PayOp.

“PayOp” shall mean an on-line service providing transaction processing services, e-payment services, costs transmission services, invoicing, as well as the marketplace platform for goods and services provided by Administration through the website “payop.com”.

“Services” shall mean the provision of access to payment instruments through integration of PayOp API into the Merchant’s services, to ensure provision of payment services to the Client, such as payment processing, costs transmission, invoicing, as well as provision of immediate re-sale Services regarding the sale of the the Supplier/Merchant products/services to the Client via PayOp, and other related services; Administration’s information and consulting services on issues related to the usage of PayOp.

Any other terms, not defined in this Section, shall be interpreted pursuant to applicable laws, mentioned herein.

2. SERVICES

Administration provides a Client with an online access to its software, a marketplace platform payop.com, where the goods/services are provided for the Clients purchase through the PayOp as a reseller.

PayOp resells the products/services of its Suppliers/Merchants to the Clients not for the Client’s commercial use, but solely for the Client’s own internal and personal use. The Client may not resell or export products/services.

The Suppliers/Merchants of PayOp will make the product/service name and descriptions offered by them through the PayOp Service to the Client. PayOp Service is not responsible for such descriptions and can not warrant the accuracy, completeness, reliability of the product/service offered.

The Client will be guided and instructed when navigating our Website in order to place an order on how to do so. In the process of ordering and purchasing the product/service, the Client could be asked to provide information on the cardholder data, billing data, delivery data, etc.

The Client may access PayOp through any device, which is capable of accessing and/or supporting PayOp using an internet connection.

The Client shall at all times comply with any operating procedures, requirements, or guidelines regarding the use of PayOp, that are by any means provided or made available to the Client.

3. FEES

PayOp's Suppliers/Merchants provide PayOp with their retail price for products/services. As a Reseller of those products/services, PayOp may make the final selling price, which may differ from initial Supplier’s/Merchant’s price.

Where and if tax applies, it will be included in the Client’s order form sa a separate tax position. Certain card issuing banks may charge additional fees, e.g. international service fee, whether currency conversion applied or not.

4. DELIVERY

The Supplier/Merchant of PayOp shall deliver the products/services according to the delivery date confirmation as indicated in the order confirmation or email confirmation. The Supplier/Merchant shall devote its best efforts to meet the delivery dates agreed with the Client. In the event of delay the Supplier/Merchant of PayOp and the Client shall mutually determine a new delivery date appropriate to the particular situation.

The remittance of the goods to the forwarding agent/carrier shall be meant as delivery of the products to the client, at the time and place of such remittance as resulting from the shipping documents.

Regardless of what may be agreed with respect to transport costs, and/or of any reference to the Incoterms contained in the purchase order or in the order confirmation, the PayOp Supplier/Merchant shall deliver the products as listed in the order at checkout, usually within 30 (thirty) day period.

For more specific and accurate time frame for the products/services delivery, the Client should check with the PayOp Supplier’s/Merchant’s shipping and delivery policy on its website. Where applicable, the Client will be notified by the PayOp’s Supplier/Merchant of any delivery changes.

Where any complications arise out of the delivery, the Client should, firstly, contact the PayOp’s Supplier/Merchant via the Supplier's/Merchant’s website. If not satisfied with the response from PayOp’s Supplier/Mechant, the Client may contact PayOp directly and lodge a complaint.

In the event of force-majeure the affected party shall give written notice to the other party of such an event and inform it on the estimated duration and consequences. Force-majeure circumstances shall mean an event or occurrence that is beyond a party's reasonable control, including but not limited to strikes, industrial disputes, fire, flood, act of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads, epidemic, legislation, regulation, order or other act of any government or governmental agency or other causes. Neither Party shall be held responsible for failure to fulfil any obligation prevented by force-majeure and shall be relieved for obligations to the extent and for the duration of the effects of the said force-majeure.

5. RISKS AND RETENTION OF TITLE

All shipments of products bought through PayOp Service are implemented as direct shipments from the Supplier/Merchant of PayOp.

Unless otherwise specified by the Supplier’s/Merchant’s shipment contract, the risk of loss and retention of title for such product pass to the Client/End-User upon the Supplier’s/Merchant’s delivery of the product to the Forwarding Agent/Carrier.

6. CANCEL OF THE ORDER

If the Client seeks to cancel his/her order, the Client should inform PayOp’s support team immediately, straight after the order placement.

If the shipment of the order has been already fulfilled (typically 24 hours) and the order can not be cancelled, the Client may decline the order delivery, and receive a refund with deduction of shipping costs, after the order package is returned.

Refund and cancellation policies beyond our 24 hour cancellation procedure may vary from the Supplier/Merchant to the Supplier/Merchant depending on the products/services supplied.

7. ADDITIONAL PROVISIONS OF USE

7.1. The Client shall:

  • use PayOp to conduct activity not prohibited by law;
  • not disclose their login and password or another confidential information related to the transaction and other Services in favour of any third parties
  • comply with these Terms, Privacy Policy and Cookies Policy, and any other operating procedures, requirements, or guidelines regarding the use of PayOp.

The Client has the right to:

  • receive from PayOp the information and consulting services on issues related to the usage of PayOp;
  • any other rights which are required for the fully-fledged use of PayOp and do not infringe the rights of any other persons.

7.2. Administration shall:

  • facilitate the provision of the payment Services in the shortest possible time period;
  • store information related to all the payment transactions in accordance with the applicable law requirements;
  • perform all other actions and take all measures necessary to comply with the obligations set hereof.

Administration has the right to:

  • suspend the operation of PayOp if any essential malfunctions, errors, and failures are detected, until the elimination of such violations;
  • ask for additional information and documents in case of the suspicions of the illegal operation request by the Client;
  • any other rights which are required for the fully-fledged functioning of PayOp and do not infringe the rights of the Clients.

8. CLIENT’S RESTRICTIONS

The Client shall not directly or indirectly perform any of the actions described below:

  • disrupt the ordinary functioning of PayOp, both by means of software and through his/her direct acts within PayOp;
  • use automated programs (bots, robots, “spiders”, scrapers, and other programs having similar functions) and scripts, in particular, for the collection of the information of the other Clients or the Service in whole and for mass or targeted distribution (spam, etc.);
  • take any actions: having the nature of threats, endangering, harassment, discrimination, abuse, deceit, or some other unlawful influence on the other Clients; breaching the rights and legal interests of the other Clients; and making other Clients’ comfortable use of PayOp impossible otherwise;
  • place any materials (content, files) anywhere within PayOp, which: contain viruses, Trojan programs, and other malware (executable files, any form of an object code, etc.); contain abuse, insult, defamation; discredit, humiliate, degrade or otherwise harms the honour, dignity or business reputation of other Clients or third parties; mislead other Clients; breach other rights and legal interests of the Clients or third parties including legal entities, international organizations, public authorities, etc.;
  • perform any other unlawful actions and cause harm to Administration or other persons.

9. INTELLECTUAL PROPERTY RIGHTS

Administration and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in PayOp and relating web-pages, documentation etc.

The Client may never use any PayOp logos or marks without Administration’s express permission, or in a manner that may lead people to confuse the origin of the Client’s products or services with those of Administration.

PayOp as a whole and its components separately shall be the intellectual property of the Administration.

The Client agrees that he/she shall not obtain any intellectual property rights in respect of their use of PayOp platform.

The use of any components of PayOp for commercial purposes without a written permit of the Administration, as well as their use for any purpose not explicitly stated herein is strictly prohibited.

10. WAIVER AND LIABILITY LIMITATION

PayOp and its functionality including all scripts, annexes, content, and design are provided for the Clients on “as is” and “as available” basis. The Administration shall not be obliged to extend the PayOp’s functionality or to change PayOp otherwise. The Administration shall not be obliged to ensure the operation of PayOp on all program platforms, for all devices or under certain specific conditions.

The Administration has the right to change the design of PayOp, its functionality, the used technical solutions, scripts, software, and other elements both visible and invisible to the Client at any time unilaterally without giving the Client a prior notice.

The Client agrees that it shall use PayOp at their own discretion. The Administration shall not warrant that the operation of PayOp will be uninterrupted, free from immaterial or critical errors, failures, or other defects.

The Administration shall take adequate efforts for maintaining the appropriate operational condition of PayOp.

If the Client is unsatisfied with the conditions and/or quality of PayOp or its functionality, they shall discontinue using PayOp.

The Client agrees that the Administration shall not incur liability for any losses (direct, indirect or accidental) or other property and non-property losses of the Client or third parties resulting from a failure in the operation of PayOp, the use or impossibility of the use thereof, loss of the information (including files) being important to the Client due to technical reasons and as a result of the acts or omission of other Clients. The Administration will make reasonable efforts to keep PayOp in proper working condition.

Where and if some states in USA do not permit limitation of incidental or consequential losses, such limitation may not apply to the Client.

The Client agrees that for any for any liability related to the purchase of products/services, whether for breach of contract, warranty, negligence, liability in tort, PayOp shall not be held liable for any amount of damages above the aggregate amount paid by the Client for products/services purchased under these Terms.

The Client agrees to exempt the Administration from any complaints or claims of third parties relating to or arising from the Client’s breach of these Terms, the current laws or the third parties’ rights and interests when using the PayOp.

If any of stated limitations are not allowed by some jurisdictions, such limitations will not apply to the Client.

Any provisions hereunder may be applicable to the extent the laws and regulations permit.

11. APPLICABLE LAW AND DISPUTES RESOLUTION

These Terms and other relationships between the Parties are governed by the law of the State of Delaware.

The Client agrees that the laws of the State of Delaware, without regard to principles of any conflict of laws, govern these Terms and any claim or dispute that has arisen or may arise between the Client and PayOp.

All disputes and disagreements that might arise from these Terms shall be resolved by means of negotiations.

The Client agrees that for the purposes of the settlement of disputes between the Parties, an e-mail correspondence with the authorized persons of the PayOp shall be the effective and binding method of communication.

If the Parties cannot agree on the subject of the dispute within thirty (30) days, the dispute shall be submitted to the competent court in accordance with the applicable law of Delaware.

12. FINAL PROVISIONS

These Terms shall be valid from the Client’s accept thereof and till terminated by either Party. The Client shall be entitled to terminate these Terms unilaterally at any time, subject to the 10 (ten) day written notice by email and cessation of use of PayOp. The Administration shall be entitled to terminate these Terms unilaterally at any time subject to the relevant written notice given to the Client 10 (ten) day prior to such termination. Past arrangements shall survive the termination.

These Terms shall supersede any other arrangements between the Parties as well as all prior versions thereof.

Should any provision of these Terms (a clause or a statement within a clause) be void, unenforceable or legally invalid otherwise, it shall not affect any other provision hereof, or these Terms as a whole.

Any provisions hereunder may be applicable to the extent the applicable laws and regulations permit.

The Administration shall be entitled to make amendments or additions to these Terms unilaterally at any time without any special notice by placing a new version hereof on the website. The new version of the Terms shall come into force at the moment it is placed on the website, unless otherwise provided by the new version thereof.

Should the Client have any questions concerning these Terms, the Client shall contact the Administration by support@payop.com.