Terms & conditions

These Payop Terms and Conditions (hereinafter – “Terms”, “Agreement”) regulate the Merchants, (“You”) use of Payop (“We”, “Us”, “Our”) and constitute a legally binding agreement between the Payop and the Merchant (hereinafter collectively referred to as the “Parties” and separately as the “Party”) as to the Payop Services provision.

Please read carefully these Terms and Conditions as well as the Privacy Policy, before using Payop. If You wish to be a Payop’s Merchant, You must first agree to these Terms, Payop Privacy Policy, and Payop Cookies Policy in their entirety. THESE TERMS CONSTITUTE A PUBLIC OFFER AND ARE MUTUALLY BINDING FOR THE PARTIES AFTER YOU AGREE TO THESE TERMS. THIS AGREEMENT, PAYOP PRIVACY POLICY, AND PAYOP COOKIES POLICY SHALL NOT CONSTITUTE NEGOTIABLE INSTRUMENTS; IF YOU DISAGREE WITH THEM IN ANY PART, OR IF YOU ARE NOT LEGALLY AUTHORIZED TO ACCEPT THEM, PLEASE, DO NOT USE PAYOP.

1. DEFINITIONS

For these Terms, the following expressions or capitalized words when used herein shall have the following meaning:

“Account” is a virtual space detached for You by means of software and intended for the use of Payop, the access to which is provided for You automatically upon Your successful registration, verification, all required onboarding procedures under the law and Our internal policies and procedures, as well as upon acceptance of these Terms;

“Acquirer” is a financial institution that is authorised by a Payment Scheme Owner to enable the use of a Payment Method by accepting Transactions from Merchants on behalf of the Payment Scheme Owners, routing these to the Payment Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant.

“Card” is any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder’s account.

“Chargeback” is a transaction which is successfully charged back on request of the end-user pursuant to the relevant Payment Scheme Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Payop, to enable Payop to return such funds to the Payment Scheme Owner.

“Chargeback Fee” is the fee charged by Payop to the Merchant in respect of a Chargeback.

“Effective Date” shall mean the date on which Merchant becomes bound by this Terms;

“End-User” shall mean any 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;

“Merchant” the company entering into a Merchant Agreement with Payop and for which Payop processes Transactions related to the Merchant Service and Merchant Products.

“Merchant Agreement” the agreement between Payop and the Merchant for the provision of the Services to Merchant, including the Terms and Conditions and all Schedules and other documents appended thereto by reference.

“Merchant Product / Merchant Service” is a product/service which the Merchant is selling and for which Transactions are processed.

“Payment Method” is a method of enabling payments by End-users/Payers to Merchants such as Cards, online and offline bank transfers and direct debits offered by the Payment Scheme Owners.

“Payment Scheme” is a set of all the payment partners, banks, Acquirers, Payment Methods and other payment processing systems and payment organizations which Payop utilizes for the provision of Services;

“Payment Scheme Owner” is the party offering and/or regulating the relevant Payment Method.

“Payment Scheme Rule” is the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Payment Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. As a service Payop endeavours to make up to date versions available of the Payment Scheme Rules applicable to the Merchant via the Customer Area, but only the then current applicable Payment Scheme Rules as issued by the relevant Payment Scheme Owner and/or the relevant Acquirer are binding on Merchant.

“Payop” (“We”/“Our”/“Us”) shall mean TRANSFEROP PAYMENT GATEWAY LTD, the company registered at 2110-650 WEST GEORGIA STREET, VANCOUVER BC V6B 4N9, CANADA, which owns and operates Payop Services, as well as its agents, servicers, and assignee of this Agreement;

“Payer” shall mean any 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 and who uses/used Payop as a payment method on Merchant’s website to purchase Merchant’s goods or services;

“Refund” is a (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the end-user on the initiative or request of the Merchant.

“Service(s)” is the collective set of payment processing, payment routing, fraud control, reconciliation, reporting, Settlement and/or other services as provided by Payop to the Merchant to enable the Merchant to use Payment Methods to process Transactions, as well any other services offered by Payop to a Merchant under the Merchant Agreement.

“Settlement” is the payment of amounts by Payop to the Merchant, owed with respect to settlements received by Payop from Payment Schemes for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep the Deposit on the then current Deposit Level. “Settle” and “Settled” shall have the corresponding meanings.

“Website” shall mean www.payop.com being the property of Payop.

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

In these Terms, headings are inserted for ease of reference only and do not affect the interpretation of these Terms.

If there is any inconsistency between these Terms and any other terms set out on the Website, these Terms will prevail (except as expressly contemplated by these Terms).

2. CHANGES TO THESE TERMS

We may change these Terms at any time by email to your nominated email address or by posting a notice on the Website. You are responsible for ensuring you are familiar with the latest Terms. If you continue to access and use the Payop Service from the date on which the Terms are changed, you agree to be bound by the revised Terms.

3. ACCOUNT REGISTRATION

a. Conditions

The Merchant’s registration of the Account following the registration procedure shall mean the Merchant’s full and unconditional acceptance of these Terms and Conditions, the Privacy Policy and the Cookies Policy, pursuant to the Merchant’s consent.

Payop provides its services only to business customers (legal entities) therefore only companies and sole proprietors (legally registered with relevant authorities) may become Merchants of Payop.

Account may be registered on behalf of any legal entity from supported jurisdiction only by an authorized person (company director with signatory rights or authorized signatory acting with power of attorney).

b. Verification

Taking into account the KYC and AML/CTF procedures of the Canadian PCMLTFA (Proceeds of Crime (Money Laundering) and Terrorist Financing Act) Criminal code, and similar procedures of other countries, including European Economic Area (EEA) countries, We will require the Merchant to pass the compulsory verification when registering a new Account.

The verification process may include but is not limited to Your financial credentials and history, corporate, UBO, company members documents, source of funds and source of wealth documents. In case of insufficient credibility, in Payop’s judgment, Payop may terminate these Terms and Conditions without notice.

4. MARKETING INFORMATION

a. Conditions

Payop may use the Merchant’s information for advertising, marketing, and compliance purposes. To enable Payop to use the information, the Merchant should supply to Payop, including without limitation, the images, trademarks, trade names and logos found on the Merchant’s website(s), without violating any rights.

b. License

It should be expressly indicated that the Merchant agrees to grant and hereby grants Payop a worldwide, non-exclusive, perpetual and irrevocable license to exercise the copyright, publicity and database rights, and to sublicense such rights through multiple tiers of sublicensees, that You have in such information, images, trademarks, trade names and logos, in any media now known or not currently known, with respect to the above.

5. INDEPENDENT CONTRACTORS

a. Relationship

Each Party shall act solely as an independent contractor, and nothing in these Terms and Conditions shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

b. Sole responsibility

The Merchant shall be the sole responsible party in relation to the End-users/Payers as per the Merchant’s products/services and/or their functionality, and Merchant will in no manner represent that Payop is a guarantor or responsible party for those products, or otherwise involve Payop in an End User or other third party dispute relating to the transaction, delivery or functionality of a product.

6. THE END-USER/PAYER CONSENT

The End-User/Payer accepts these Terms and Conditions and Payer agrees that Payop’s role starts when the Payer initiates the payment and ends when the payment is successful. Payer agrees that Payop cannot be considered as any party of the transaction between the Payer and the Merchant. End-User/Payer agrees that Payop is not responsible for the Payer’s payments except only technical transaction support. End-User/Payer agrees that Payop does not give any payment guarantee for them, does not bear any responsibility with respect to such payments and does not support in case of any issues that may arise by using the payment platform. End-User/Payer agrees to address any transaction related claims directly to the Merchant and that Payop shall not act as a representative/guarantor/mediator of neither party.

Payer also confirms that they use their funds at their own discretion, purchase the services/products from the Merchant by their own choice and shall address the Merchant to demand a refund, file complaints for improper provision of services/non-provision of services by the Merchant who acts as a party in the provision of services to the Payer.

End-user/Payer acknowledges that Payop may assist End-user/Payer in technical issues considering the transaction. Without derogating from above, Payop shall act accordingly in case End-user/Payer is abusing their right to dispute the transaction by initiating irrelevant claims/chargebacks/disputes. Payop reserves the right to take any measures against chargeback dispute abuse, chargeback fraud, friendly fraud, defamation initiated by the End-user/Payer. End-user/Payer further confirms that such acts may cause irreparable damages to Payop and End-user/Payer shall be liable to any damages/losses suffered by Payop as a result of End-users/Payers chargeback dispute abuse, chargeback fraud, friendly fraud, defamation. Payop also reserves the right to report End-users/Payers behavior to authorities subject to investigation of End-user’s/Payer’s illicit activity.

End-user/Payer shall familiarize with information considering transaction disputes/refund requests, etc in good faith here.

It is strictly prohibited to pay with a 3rd party( which belongs to someone else) or stolen payment credentials. We reserve the right to forward fraud cases to the cyber police and/or other authorities.

It is strictly prohibited to use another credentials in case you have blocked by any email or other payment credentials by Payop( multi account or other abuse), in case we detect such activity Payop reserve the right to block, suspend and change any further payment amounts paid from such abuses.

Payop reserve the right not to address/respond to any inquiries related to payop system abuse.

7. REFUNDS AND CHARGEBACKS

a. Refund rules and charges

The Merchant cannot cancel a completed payment. If the payment is complete, You will have to initiate a refund instead. If You desire to Refund the Transaction amount, Merchant may do it via API or dashboard via your Account.

b. No refund of fees

Fees charged for executing the original Transaction will not be refunded in part or in whole to the Merchant if the Transaction is Refunded or made subject to a Chargeback.

c. Managing

Refunds should be managed and issued by the Merchant through the Payop Service, in cases where Payment Schemes support a refund option.

In case the Payment Scheme is not supporting a refund option, the Merchant shall manage refund by other way acceptable for the End-user/Payer.

d. Policies and procedures

Upon using the Payop Service, Merchant shall have all required contact and identifying information on its website for purposes of informing the end-users of complaint, warranty and refund policy.

The Merchant Shall allow Payop to monitor its activity on the Account subject to the AML screenings, unusual activity and fraud.

e. Chargeback and fraud management

The Merchant must organise its business in a way which will not lead to excessive amount of Chargebacks and Fraud.

If the Merchant’s monthly performance exceeds a certain level of Chargebacks and Fraud, Payop may change Account payment limits and/or change the commercial terms of the Merchant Agreement as appropriate.

f. Chargeback liability

Payop debits Chargebacks, refunds, and other fees from Merchant’s balance prior to making a Settlement to the Merchant. Payop credits an eligible Merchant’s Bank Account with Settlement amounts with prior deduction of Chargebacks, refunds, and other fees from Merchant’s balance.

In case if the End-user/Payer places a chargeback request (on purpose or by mistake) for any transaction that was made in the Account of the Merchant, we reserve the right to freeze the amounts subject to such Chargeback until proceeding of challenge the chargeback has been completed. Dispute resolution of chargeback challenge takes 120 days since the report has been submitted under MasterCard and Visa rules. Merchant is provided with the option to dispute the chargeback for Payment Schemes which support such disputes. In case such dispute is resolved in favor of the Merchant, Payop cancels the chargeback, in case dispute is resolved in the favor of the End-user/Payer, disputed sum and chargeback fee is deducted from Merchant’s balance.

Payop is not liable for any actions of the Payment Scheme Owners or that led to the implementation of the Chargeback.

g. Chargeback fee

For every Chargeback, a non-refundable Chargeback Fee will be charged to the Merchant as set out in the Merchant Agreement.

h. Chargeback period

As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Merchant acknowledges and agrees that, notwithstanding the termination of the Merchant Agreement for any reason, Payop shall remain entitled to recover Chargebacks and Chargeback Fees and related Fines from the Merchant in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Merchant Agreement.

8. FRAUDULENT ACTIVITY

a. Fraudulent transactions

The Merchant shall cooperate with Payop to investigate any suspected illegal, fraudulent or improper activity by the End-User/Payer and provide confirmation of respective goods and services delivered to the End-User/Payer by the Merchant.

Payop may cancel transactions in case of grounded suspicions of fraud and illicit activity (e.g. stolen credit cards) in 120 days from the date such transactions took place.

b. Fraud checks and sanction screening

As part of performing Services under these Terms and Conditions, Payop may carry out fraud checks by website test purchases, independent sources. The Merchant acknowledges and agrees that fraud checks, sanction screenings, Payment Schemes requests may delay transactions and payment collection from the End-users/Payers. In the event an End-user/Payer seeks to cancel an order due to such delay, Payop will not be held liable to the Merchant of such cancellation.

Merchant agrees that Payop may contact End-users/Payers for payment, purchase, services delivery and verifications. This may be used to identify and verify the Merchant activities to avoid transaction laundering activities.

In case Payop suspects any illicit and fraudulent activity, Payop reserves the right to transmit relevant information to law enforcement institutions, state authorities, and other financial institutions, if such duty is determined by the legislation, and in order to identify whether these Terms and relevant legislation have not been or will not be violated.

9. RESTRICTIONS

a. General

Payop may prohibit the sale and onboarding of products/services in accordance with its internal policies, from time to time, at its sole discretion, with 30 days prior notice.

Payop may impose limits on sales of products/services and refuse to process Transactions for specific Customers, jurisdiction for any reason, at its sole discretion.

Payop shall not be held liable to the Merchant of any losses, expenses, or damages due to the fault of Payment schemes including claims for lost profits, resulting from or related to Payop’s imposition of limits on Transactions or Reserve amounts, for any reason.

The Merchant shall comply with Payop list of Prohibited/Restricted Items and Activities as set forth on its Website and updated from time to time as appropriate, and/or as indicated below.

b. Prohibited/Restricted List

It is strictly forbidden to send or receive payments as consideration for the sale or supply of: tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (including without limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers, pornography, material which incites violence, hatred, racism or which is considered obscene, government IDs and licences including replicas and novelty items and any counterfeit products, , unregistered charity services, items which encourage or facilitate illegal activities, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling or ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, timeshares or property reservation payments (On and Off Plan). We reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories to these Terms and Conditions.

It is strictly forbidden to use Payop services for business activities or websites which were not previously approved in Payop dashboard and/or by Payop compliance team as well as redirects, links to other than approved websites with direct or indirect access to Payop checkout page, unless such additional domains or websites were pre-approved with Payop. The Merchant may not use our services if he is residing in certain countries. These countries will be listed on the Website and updated from time to time. This list is not exhaustive and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate the Merchant’s Account at any time if we reasonably believe to be required to do so by applicable law.

The Merchant is strictly forbidden to use his Account for any illegal purposes including but not limited to fraud and money laundering. Payop reserves the right to report any suspicious activity to the relevant authorities.

Merchant’s responsibility is to ensure that the Merchant only sends payments to or receives payments from persons or entities for the sale or supply of goods and services that the Merchant may provide or receive.. The fact that a person or entity accepts payments through Payop is not an indication of the legality of the supply or provision of their goods and services. If the Merchant/End-user/Payer is in doubt as to the legality of a supply or purchase, they should not continue with the payment, otherwise Payop shall not in any event be held liable for any damages and/or losses incurred by the End-user/Merchant/Payer.

c. Prohibited countries and regions list

Payop does not provide the services to the Merchants from the countries and regions blacklisted in OFAC, FATF and Canada sanction lists. It is strictly prohibited to send and receive payments from these countries and regions.

10. THE MERCHANT’S RIGHTS AND OBLIGATIONS

a. Website obligations

The Merchant shall be solely liable for the content of its website(s) and full compliance with applicable laws and these Terms and Conditions.

By accepting these Terms and Conditions the Merchant confirms to Payop that it owns or has lawful rights to use, utilise, distribute all information, data, schedules, texts, video, music or other intellectual property, which forms part of the website or in any way is included in the website and is offered to customers as well as to other persons who access the website.

The Merchant may not disclose the functionality of Payop website to the third parties, not related to the present Agreement provisions.

b. General obligations

The Merchant shall inform Payop of all changes to the Merchant’s Bank Account details, where the Settlements due to the Merchant should be paid, by providing relevant Bank Account details via Account dashboard which shall be verified by Payop.

In case of theft or any unauthorized access to the data of transactions or any data within the Account, the Merchant shall notify Payop of such an incident as quickly as possible, but no later than 24 (twenty four) hours afterwards.

The Merchant shall inform Payop about all fraudulent transactions within any Payment Schemes that it gets aware of. Upon receipt of notice on fraudulent transaction, the Merchant shall provide Payop with any supporting documentation and information as requested by Payop.

The Merchant shall keep documents confirming the transactions (receipts, if any, confirmations of supply and others) for at least 1 (one) year after performance of transactions and submit them to Payop upon its request.

The Merchant shall inform Payop about any changes in Merchant’s business details and provide respective supporting legal documentation not later than in 10 business days after such changes occurred, including but not limited to: Merchant’s shareholders/ultimate beneficial owners, shareholder’s share percentage, UBO’s percentages of interest Merchant’s officers/directors, Merchant’s registered and business address, Merchant’s company name, Merchant’s licenses and authorizations and other business data that Payop treats as significant in regards to Merchant’s business structure and business activity.

The Merchant shall provide Payop, upon request and at the Merchant’s expense, with information about the Merchant’s financial and operational status, including but not limited to the most recent financial statements and management accounts.

11. PAYOP RIGHTS AND OBLIGATIONS

a. Sanctions right

The Parties hereby agree that Payop reserves the right at its sole discretion immediately, unilaterally, and without prior notice to the Merchant to suspend the provision of services to the Merchant and/or block all of the Merchant’s amounts and their payment, including Payouts due to the Merchant in case of grounded reasons (e.g., fraudulent or suspicious transactions, law violations, authorities’ investigations) until full clarification of all circumstances.b. Compensations right

Payop may request and receive compensation for any documentary confirmed contractual penalties, sanctions, losses, claims or expenses incurred by Payop due to the Merchant’s activities or omission of activities or in relation to them, including fines which are charged from Payop by Payment Schemes or other local or international organizations, Merchants and individuals.

In case the Merchant performs transactions within Payop by using a website which was not previously indicated as the operational website (the ‘registered website’) or Merchant using Payop for business activities which are different from activities approved by Payop on the date of website approval, using redirects, fake websites, miss leading of customers to another website to submit the payment using approved website, redirects or in case the Merchant’s website fully or partially fails to comply with preconditions stated in this Agreement, Payop reserves the right at its sole discretion to terminate an account and to charge the documentary confirmed fines in amount of holdback and outstanding Merchant’s balances.

If a fine for an unregistered / non approved website / activity is not sufficient to cover Payop and/or its processors fine, Payop will invoice the Merchant for outstanding amounts by registered emails and the amount must be paid during 30 (thirty) calendar days.

12. TAXATION

The Merchant is solely responsible for the registration, filing, reporting, and payment of all applicable taxes with connection to its business nature and activity.

13. FINANCIAL CHECK

The Merchant shall allow Payop and/or any Payment Scheme to conduct financial, compliance, security audits upon 10 business days written notice or, in case of suspicious transactions/activity and security threats, 1 business day written notice.

Such audits shall include the right to examine all relevant accounts, books, financial data, bank records, customer details, and contact creditors, clients and partners, and security policies and records, server hosts, security certificates and server records and outsourced arrangements.

The Merchant shall promptly provide access to all necessary documentation, and give full cooperation and disclosure as required to complete such audits.

14. FEES

a. Standard fees

The Merchant agrees with the standard fees by accepting these Terms, if no special proposal is offered and/or if no other fees are indicated in the Merchant Agreement between Payop and Merchant, Merchant’s account is subject to pricing indicated in Account’s user interface when Merchant logins into the dashboard. Merchant is fully liable to monitor changes in these fees and payment methods lists.

b. Settlements

In certain cases, Payop may retain a portion of the proceeds of Transactions, to establish and maintain a Reserve Account (“Reserve Account”). Any funds held in a Reserve Account for whatever reason shall accrue no interest, or any other earnings to the Merchant. Funds may be kept in the Reserve Account for 180 days considering Visa and MasterCard and 90 days for all other Payment Schemes.

Payop is not liable for any settlement delays, bankruptcy of Payop Payment Schemes, currency conversion of non settled funds or any Merchants losses.

Payop is not liable for consequences arising after Payop legally terminates the Agreement, cancels the Merchant’s Account or limits access to it, also after reasonable limitation or termination of provision of a part of the Services.

In exigent circumstances, in case certain payment partners do not support certain currency payouts to the Merchant, Payop may settle Merchants in any currency and charge the settlement currency by it’s sole discretion.

Payop may convert the Merchant’s balance to avoid losses or in case of any risks.

The Merchant authorizes Payop, where applicable, to receive funds from Payment Schemes on the Merchant’s behalf for settlement to the Merchant. Where the currency exchange conversion is applied, the Merchant authorizes such funds to be converted accordingly to Payop’s internal exchange rate available at Account exchange section and then forward the settlement funds in the converted currency directly to Merchant. Merchant is only party liable for all transactions accepted though Payop.

15. WARRANTIES AND REPRESENTATIONS

Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

To the maximum extent permitted by law:

● our Website and the Payop Service are provided to you ‘as is’, ‘as available’ and without any representation or warranty of any kind, whether express, implied or statutory (including any implied warranties of title, Merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, non-infringement or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, all of which are expressly disclaimed.

● we do not guarantee continuous, uninterrupted, secure, error-free or virus-free access to any part of the Payop Service, and the operation of our Website may be interfered with by numerous factors outside of our control. We make no representations or warranties regarding the amount of time needed to complete the processing of any payment or delivery of payments to the Payee. By using the Payop Service, you acknowledge and agree that internet transmissions are never completely private or secure and that it is possible that the data on the Payop Service can be mistakenly released, lost, hacked or accessed by unauthorized users. You understand that any Data you upload or send using the Payop Service or make available to us through the Payop Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Upon Payop’s request, Merchant shall provide Payop with sufficient documentary evidence of such authorization and/or license if applicable. Payop is not obliged to require such documentary evidence and the fact that it has not requested such documentary evidence shall not be deemed in any way as a statement as to whether or not such authorization and/or license required.

The Merchant will make commercially reasonable efforts not to trade with End-user individuals of the age under 18. Payop reserves the right to refuse the Services in transactions with minors.

16. PROPERTY RIGHTS

The property rights in the Software and other materials and all other intellectual property rights related to the Payop Services are owned by Payop and its licensors. The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Payop solely for the purpose of using the Services in accordance with these Terms and the applicable usage instructions communicated to Merchant via the Payop website from time to time.

17. TRADEMARK​

Payop hereby grants the Merchant a revocable, non-exclusive, non-transferable license to use Payop’s trademarks used to identify Payop payment processing services and marketplace services solely in conjunction with the use of Payop payment processing services. The Merchant consents that it will not at any time during or after this Agreement claim any rights in or do anything that may adversely affect the validity of any trademark or any other trademark, trade name or product designation belonging to or licensed to Payop, including, without limitation registering or attempting to register any trademark or any such other trademark, trade name or product designation.

According to Payop’s Payment Schemes requirements, we may request to set up Payop and other Payment Schemes logos on Merchant’s websites.

Payop may offer variants of logos and Merchants have the right to update color, printing type, and increase (but not decrease) logo size.Other modifications are not allowed.

Logo shall be set up in the footer or other place at the landing (main page) of the Merchant’s website and be visible for any new and old customer from any country, language version unless the country is completely blocked.

If a Merchant fails to set up a logo during 15 calendar days from Payop’s request, Payop may temporarily limit the Merchant’s dashboard functionality (processing, withdrawals, projects approval etc).

18. ​INDEMNIFICATION

The Merchant agrees to indemnify, defend, and hold harmless Payop, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:

● the Merchant’s breach of this Agreement or any other agreement the Merchant enters into with Payop or its suppliers in relation to Merchant use of Payop services; the Merchant’s use of Payop services;

● and/or the Merchant’s violation of any applicable law, regulation, or Payment Scheme Rules and requirements.

The Merchant shall also pay Payop for any documentary confirmed related expenses incurred by Payop, including reasonable attorney’s fees, in its collection of any amounts due from the Merchant.

If the Payment Scheme levies penalties against Payop in connection with payments using forged, lost or stolen bank cards, as well as in other cases where a penalty is levied due to the circumstances which are the responsibility of the Merchant, the Merchant shall reimburse Payop for the amount paid by the Payop in penalties on the basis of documents presented by Payop and confirming the fact that there were penalties levied against Payop.

19. LIMITATION OF LIABILITY

The total liability of Payop under the Merchant Agreement towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total Processing Fees paid by the Merchant to Payop during the previous full calendar year (or if no Services were provided in the previous calendar year, the total Processing Fees paid in the initial 3 months of the term of the Merchant Agreement).

Payop shall not be liable for breach of contract, tort or under any other legal theory for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any special, indirect, or consequential damages.

Neither Payop nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for intent, gross negligence, death, fraud or personal injury.

20. DURATION AND TERMINATION

a. Duration

Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until it is terminated by Merchant by giving at least 10 (ten) business days written notice to the Payop, or by Payop any time.

b. Termination

Merchant has the right to terminate the Merchant Agreement with 30 days prior notice to Payop. :

● Termination of the Merchant Agreement does not exempt the Merchant from appropriate execution of all liabilities to Payop that were applicable towards the Merchant before the termination.

Payop has the right to terminate the Merchant Agreement and/or stop the processing or Settlement of Transactions for Merchant immediately in part or in whole if:

● The provision of Merchant’s Services/Products is reasonably suspected by Payop to be in breach with legislation of Canada;

● Merchant has materially changed the type of Merchant Services or Merchant Products without obtaining Payop’s prior written permission to use the Services for the new or changed types of Merchant Services or Merchant Products;

● Merchant materially breaches any of the terms of the Merchant Agreement, the Payment Scheme Rules and/or laws of Canada in the context of using the Services;

● Merchant has not informed Payop about changes in their business structure including but not limited to Merchant’s shareholders/ultimate beneficial owners (25% of direct or indirect control of the entity), shareholder’s share percentage, UBO’s percentages of interest Merchant’s officers/directors, Merchant’s registered and business address, Merchant’s licenses and authorizations and other business data that Payop treats as significant in regards to Merchant’s business structure and business activity;

● A Payment Scheme demands Payop to terminate or suspend providing Services to Merchant with respect to Payment Methods made available by such Payment Scheme to Payop;

● Payop finds there are clear indications that Merchant is, or is likely to become insolvent and/or unable to provide a material part of the Merchant’s Products and/or Services.

c. Account cancelation

The Merchant shall be fully responsible for all activity that occurs under their Account, including for any actions taken by persons to whom the Merchant has granted access to the Account, if done so.

Payop reserves the right to suspend or terminate the Account of any Merchant who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements or these Terms and fine the Merchants for non compliance according to company costs incurred.

Merchant Agreement termination shall mean that Merchant’s Account shall be closed. If the Account is closed: it will be deactivated or deleted; all of the rights granted under these Terms and Conditions will immediately terminate; and some of the Merchant’s data and content may be deleted from our systems provided that it is in compliance with the applicable Data Protection laws and KYC/AML laws (e.g.; EU General Data Protection Regulation, concerning the privacy of the individuals from within the EU/EEA, PCMLTFA etc.), and/or duly archived for the necessary period of time if and where required by appropriate applicable law.

Payop is not liable for losses incurred by the Merchant due to suspension of service provision, suspension/termination of the Account, or other actions, if those actions have been performed in accordance with the procedures stated in the Terms and under circumstances on the basis specified in the mentioned document.

21. LAW COMPLIANCE

The Merchant must comply with all applicable laws and regulations including, but not limited to, relating to export control laws and economic sanctions, including the International Emergency Economic Powers Act (IEEPA), the Office of Foreign Assets Control (OFAC), the Arms Export Control Act, International Traffic in Arms Regulations (US ITAR), European Union lists of persons under sanctions, terrorist lists, groups and entities subject to financial sanctions, including the UK HM Treasury Consolidated List of Financial Sanctions Targets, Canadian sanctions lists.

22. APPLICABLE LAW AND DISPUTES RESOLUTION

These Terms and other relationships between the Parties are governed by the law of Canada. The Merchant agrees that the laws of Canada 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 Merchant and Payop. All disputes and disagreements that might arise from these Terms and Conditions shall be resolved by means of negotiations. The Merchant 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 sixty (60) days, the dispute shall be submitted to the competent court in accordance with the applicable law of Canada.

23. COMPLAINTS

Merchants and End-users/Payers may submit the complaint to [email protected] and Payop shall respond during 30 calendar days.

Payop shall make best effort in case the Merchant/End-user/Payer is reaching out to Payop in regards to the technical problem with the payment or in regards to other complaints related to the Payop Services.

 

TRANSFEROP PAYMENT GATEWAY LTD,

2110-650 WEST GEORGIA STREET,

VANCOUVER BC V6B 4N9, CANADA