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Terms & conditions

SERVICE

SERVICE

INTRODUCED CLIENT SCHEDULE

AYA-MERCHANT INTRODUCED CLIENT TERMS OF BUSINESS

BACKGROUND

 

AYA-MERCHANT is a provider of Online Payment Gateway Products (as described to you by Partner Platform), which includes the provision of an electronic money account for businesses and associated payment services. The electronic money account is provided by a third party. These Introduced Client Terms of Business govern the AYA-MERCHANT Products that AYA-MERCHANT agrees to provide to the Introduced Client.

 

These Introduced Client Terms of Business (including all the attached Schedules) together with the AYA-MERCHANT Account Terms and Conditions set out the terms on which the AYA-MERCHANT Products are provided and constitute the Agreement between AYA-MERCHANT, and the Introduced Client.

 

THE PARTIES AGREE AS FOLLOWS:

  1. Interpretation
  • In these Introduced Client Terms of Business:
    (a) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business;
    (b) Headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business;
    (c) The singular shall include the plural and vice versa;
    (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
    (e) a reference to a party shall include its personal representatives, successors, and permitted assigns;
    (f) A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

 

  1. AYA-MERCHANT Products
  • AYA-MERCHANT will make available to the Introduced Client such products that are provided to the Partner Platform and as described by the Partner Platform in the application process.
  • The Introduced Client agrees to the Partner Platform providing all such information to AYA-MERCHANT, who will check and verify the identity of the Introduced Client, its directors, beneficial owners, and Authorized Users as required by law.
  • The Introduced Client acknowledges that a search of the electoral register may take place for anti-money laundering purposes on the individuals listed in clause 2 above.
  • The Introduced Client acknowledges that a “soft footprint” search may be placed on the electronic files of the individuals noted in clause 2 above by the Credit Reference Agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification, and fraud prevention.
  • The Account and Cards (where applicable) are provided by AYA-MERCHANT to the Introduced Client in accordance with the AYA-MERCHANT Account Terms and Conditions. AYA-MERCHANT Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
  • The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the AYA-MERCHANT Account Terms and Conditions. A record of all Transactions relating to the Account can be viewed on the Website or accessed via the Partner Platform (as applicable).
  • The Introduced Client shall promptly notify Customer Services as soon as it becomes aware that login and security information enabling access to its AYA-MERCHANT Products have been lost, stolen, or compromised.
  • From time to time, AYA-MERCHANT may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners, and the nature of its business in accordance with its Due Diligence Procedure and as required by law. AYA-MERCHANT may contact the Introduced Client or the Partner Platform (as applicable) for such purposes.  The Introduced Client agrees to provide such information as necessary.
  • The Introduced Client shall comply with all legislation and regulations as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in AYA-MERCHANT discontinuing the provision of the AYA-MERCHANT Products as set out in clause 4.
  • The Introduced Client shall implement, as appropriate AYA-MERCHANT’s reasonable security recommendations, it notifies the Introduced Client from time to time.

 

  1. Authorised Users
  • Access to the AYA-MERCHANT Products is restricted to individuals who have been designated by the Introduced Client as Authorized Users.
  • The Introduced Client must notify AYA-MERCHANT of all individuals it wishes to be an Authorized User.
  • Each Authorized User is permitted to access and use the AYA-MERCHANT Products in accordance with these Introduced Client Terms of Business.
  • The Introduced Client will be responsible for training its Authorized Users in the appropriate use of AYA-MERCHANT Products.
  • The Introduced Client shall ensure its Authorized Users.
    • take all reasonable care to ensure AYA-MERCHANT Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorized User; and
    • do not share any information that would enable another party to access the Introduced Client’s Account.
  • The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. AYA-MERCHANT shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
  • The Introduced Client will be responsible for timely notification to AYA-MERCHANT of any revocation of Authorized User access and will be liable for Transactions made, Fees incurred, and use of AYA-MERCHANT Products by an Authorized User until AYA-MERCHANT has had one full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing AYA-MERCHANT Products via the Partner Platform.
  • Where the Introduced Client accesses AYA-MERCHANT Products through a Partner Platform, such Partner Platform will be considered the Authorized User. In this instance, if additional Authorized Users are required, they must be requested by the Partner Platform. The use of a Partner Platform to access the AYA-MERCHANT Products by the Introduced Client are set out in further detail below.
  1. Accessing AYA-MERCHANT Products through a Partner Platform
  • In the event the Introduced Client utilizes a Partner Platform to access AYA-MERCHANT Products, the Introduced Client agrees and authorizes the Partner Platform to instruct AYA-MERCHANT to access and use the AYA-MERCHANT Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds, and closing the Account.
  • The Introduced Client acknowledges and agrees that AYA-MERCHANT shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
  • The Introduced Client acknowledges and agrees to the following:
    • it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
    • the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
    • it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between the Partner Platform and the Introduced Client.
    • the Introduced Client has no recourse against AYA-MERCHANT for any act or omission of the Partner Platform with respect to its Account;
    • the Introduced Client understands it can only access its Account to make Transactions; review Transactions made or otherwise use AYA-MERCHANT Products through the service provided by the Partner Platform; and
    • it will only use the Account for the purpose set out in the Partner Platform Agreement.
  • On receipt of notification by AYA-MERCHANT from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the AYA-MERCHANT Account Terms and Conditions.
  • If the Introduced Client has any complaint or concern relating to the Account or other AYA-MERCHANT Products, such complaint or concern shall be raised directly to the Partner Platform, which shall deal with it in accordance with AYA-MERCHANT’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.

 

  1. Customer Services
  • The Introduced Client can contact Customer Services if it has any queries about the AYA-MERCHANT Products. Information may be requested from the Introduced Client, including but not limited to its Authorized Users, Cardholders, or Transaction information, so that it can verify the identity of an Authorized User, the Cardholder, and/or the AYA-MERCHANT Products provided to such Introduced Client.
  • Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
  • As part of AYA-MERCHANT’s commitment to providing quality customer service, its managers periodically monitor telephone communication between its employees and Introduced Clients to ensure that AYA-MERCHANT’s high-quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
  1. Term and Termination
  • This Agreement shall commence on the date the Introduced Client receives confirmation from AYA-MERCHANT or the Partner Platform (where applicable) of its successful application for AYA-MERCHANT Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or AYA-MERCHANT.
  • The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
  • AYA-MERCHANT may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
  • AYA-MERCHANT may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. AYA-MERCHANT shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement. 
  • This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
  • AYA-MERCHANT may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Introduced Client if AYA-MERCHANT ceases to provide Cards pursuant to the provisions of Schedule 1.
  • On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the AYA-MERCHANT Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) immediately under this Agreement, and in the event of a negative balance in an Account, shall reimburse AYA-MERCHANT such amount equal to the negative balance.
  1. Intellectual Property
  • The Introduced Client acknowledges that all Intellectual Property Rights in the AYA-MERCHANT Products are owned by or provided under license to AYA-MERCHANT. AYA-MERCHANT grants the Introduced Client a non-exclusive, royalty-free license for the duration of this Agreement to access and use the AYA-MERCHANT Products only for the purpose contemplated by this Agreement.
  • Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.

 

  1. Force Majeure
  • AYA-MERCHANT and/or AYA-MERCHANT will not be liable for the non-performance or failure to provide any part of the AYA-MERCHANT Products occurring as a result of any events that are beyond the reasonable control of AYA-MERCHANT, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which AYA-MERCHANT and/or AYA-MERCHANT has no reasonable control.
  1. Assignment Transfer and Subcontracting
  • The AYA-MERCHANT Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign, or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of AYA-MERCHANT. 
  • The Introduced Client agrees AYA-MERCHANT may, in its sole discretion, assign, transfer some or all of its rights and obligations, or delegate any duty of performance set out in the documents forming this Agreement. AYA-MERCHANT may subcontract any of its obligations under this Agreement.
  • In the event of any transfer of this Agreement by AYA-MERCHANT to another service provider, if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify AYA-MERCHANT of its objection in writing to Customer Services. On receipt of such notification, AYA-MERCHANT it will terminate this Agreement.  Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the AYA-MERCHANT Account Terms and Conditions.
  • It is acknowledged by the Introduced Client that AYA-MERCHANT enters into this Agreement on its own behalf and as agent for and on behalf of AYA-MERCHANT with respect only to clauses 10 and 14 of these Introduced Client Terms of Business.

 

  1. Liability
  • Nothing in this Agreement will operate to limit either party or its agent’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case, whether committed by that party or its employees, agents, or subcontractors.
  • AYA-MERCHANT and AYA-MERCHANT make no warranty that access to and use of the AYA-MERCHANT Products will be uninterrupted or error-free.
  • The Introduced Client acknowledges and agrees that AYA-MERCHANT and/or AYA-MERCHANT are not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures or other measures implemented from time to time including as require, unless such loss, liability or damage is a direct result of AYA-MERCHANT and/or AYA-MERCHANT’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that AYA-MERCHANT has expressly agreed in writing to procure for the Introduced Client.
  • AYA-MERCHANT and AYA-MERCHANT shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s or Cardholder’s use of or inability to use of the AYA-MERCHANT Products.
  • The Introduced Client agrees to indemnify AYA-MERCHANT and AYA-MERCHANT against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses, and proceedings AYA-MERCHANT and/or AYA-MERCHANT directly or indirectly incurs or which are brought against AYA-MERCHANT if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a AYA-MERCHANT Product or any of the services provided under this Agreement.
  • AYA-MERCHANT and/or AYA-MERCHANT shall not be responsible in any way for any interest or claims of any third parties in respect of the AYA-MERCHANT Products, except as required by law or regulation.
  1. Reports
  • AYA-MERCHANT may make available certain management or other reporting or business administration functionality via the Website.
  • AYA-MERCHANT may, from time to time, amend, modify, replace, or withdraw in whole or in part such reporting it provides without further notice.

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