ACCESSION AGREEMENT
(PUBLIC OFFER AGREEMENT)
This Public (Accession) agreement (this «Agreement») govern your use of Geltano’s Payments LTD. (hereinafter as the Company or Geltano Payments) services made available to you by us (collectively, the «Service»).
You mean the organization, business, self-employed person or other legal entity (hereinafter as Organization or Merchant), selling their Goods through the Internet for which you act. You represent and warrant that:
(1) you have full legal authority to bind the Organization to these Terms;
(2) you have read and understand these Terms; and
(3) you agree to these Terms on behalf of the Organization. Your Organization is legally and financially responsible for your access to and use of the Service as well as for the use of your Service account by others affiliated with Merchant, including any employees, agents, or contractors. If you are accessing the Service for personal use only (i.e. not in connection with any organization, business, or other legal entity) by using a personal e-mail to sign up for your Geltano Payments Account (or Merchant Account) then all reference to «You» means you as an individual.
The Parties mean You and Geltano Payments LTD. when together referred.
BY ACCEPTING THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
THIS AGREEMENT IS CONCLUDED BY YOUR ADHERENCE TO THIS AGREEMENT AS A WHOLE. YOUR REGISTRATION OF A PERSONAL ACCOUNT ON THE COMPANY’S WEBSITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS.
I. DEFINITIONS
The Parties agree that for the purposes of this Agreement, the terms included in this section shall have the meaning that they are respectively given below:
1.1. Acceptance means the decision of the Company to accept You and enable You to use the Services.
1.2. Account Information means information about your Geltano Payments account, as well as information that you and your Users provide in connection with:
(1) the creation or administration of your Geltano Payments account; or
(2) the maintenance by Geltano Payments of your Geltano Payments account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
1.3. Agreement means this Public (Accession) Agreement, including its terms, schedules, annexes, addenda, and any documents referred to herein, in particular the Rules, concluded between the Company and the Merchant for the provision of the Services to the Merchant.
1.4. Allowable Deductions mean any of the following items that may be deducted or otherwise applied against the amount due to the Merchant, including fees charged by the Company; refunds and reversals; adjustments and Chargebacks; Deposit; and any fees, charges, fines, assessments, penalties, or other liabilities imposed by Card Schemes, Banks, PSPs, or Third-Party Providers in connection with the processing of Transactions and Payouts, as well as any fines, penalties, or sanctions imposed by governmental or regulatory authorities in connection with violations committed by the Merchant or third parties related to the Merchant.
1.5. Alternative Payment Method or «APM» means a payment method (other than Card) that we are able to and have agreed to process, including e-wallets and payments from a phone account.
1.6. Authorization means an electronic procedure of the International Payment System to obtain the Issuer’s authorization to conduct a Transaction after proper verification of the Card, Transaction Data, the Cardholder’s identification results, and the availability of sufficient funds on the Cardholder’s account.
1.7. Authorization data means data in the form of a login and password used to access the Personal Account.
1.8. Bank means a credit institution or other financial institution duly licensed and/or otherwise authorized under applicable law, that is a member of the International Payment Systems and that provides services related to the processing of Transactions, Refunds, and Chargebacks.
1.9. Bank Account means a checking (current) account open to a person at a bank.
1.10. Card shall mean a bank card, enabling cardholders to make purchases and/or withdraw cash and have these transactions directly and immediately charged to their accounts, whether these are held with the card issuer or not, including without limitation debit cards linked to a Bank Account, prepaid cards, PEX cards, commercial cards, other similar sources of funds, or a bank card, enabling cardholders to make purchases and/or withdraw cash up to a prearranged credit limit, and both bearing the trademark of the Card Schemes.
1.11. Cardholder means private individual who holds and uses the Card to pay for the Goods of Merchant.
1.12. Card Schemes shall mean «MasterCard Worldwide» («MasterCard») or «VISA Inc.» («Visa») International payment system, or other payment systems as applicable.
1.13. Chargeback means unconditionally executed electronic payment request for a refund, which is issued by the issuing Bank to the Payment System/Card Scheme on the basis of a Cardholder's claim.
1.14. Confidential Information shall mean all information about the Parties, their organization, business, financials, technical and Login details and the Parties’ services, each in the broadest sense, exchanged and obtained by the Parties under the Agreement, including any data or information, oral or written, treated as confidential that relates to either party’s past, present, or future research, development or business activities, including any unannounced products and services, any information relating to Services, developments, relevant documentation (in whatever form or media provided), processes, plans, financial information, third parties data, transaction volume, projections.
1.15. Customer means a natural person or legal entity ordering or purchasing the godos from Merchant.
1.16. Deposit shall mean a contractual security amount specified in Annex No. 1 hereto, provided by the Merchant solely as collateral for the performance of its obligations under this Agreement, and held by third parties, including banks and/or partners. The Deposit does not form part of payment or settlement flows and is not held on behalf of end users.
1.17. Due Diligence shall mean the investigation or exercise of care that a reasonable business or person is expected to undertake before entering into an agreement or contract with another party, or otherwise acting in accordance with a required standard of care.
1.18. Geltano Payments Account (hereinafter referred to as the Account) means a user account (record) on the Service that you register and open in order to access and use the Service. The Account is protected by an access control system and provides current information on Funds Transfers, Allowable Deductions, remuneration, the technical status of connection to the Company’s System, statistical data on Funds Transfers in favor of the Merchant, and other necessary information.
1.19. Goods mean goods/works/services, results of intellectual activities, and other types of objects of civil law rights.
1.20. Issuer means the credit institution or another legal entity who issued the Card.
1.21. IT Protocol means a technical integration protocol, provided by the Company , implemented by the Parties.
1.22. IP Rights mean all intellectual property rights, such as copy rights, trademarks, patents, rights in design and tradenames and all other intellectual property rights and forms of protection of a similar nature.
1.23. Merchant (Personal) Account means a section of the Company’s website protected by an access control system, which provides current information on funds transfers, Allowable Deductions, remuneration, the technical status of connection to the Company’s systems, statistical data on funds transfers in favor of the Merchant, and other information necessary for the Merchant’s current use of the Company’s systems. The Merchant (Personal) Account is accessible at the following address: https://geltano.com. The Merchant (Personal) Account is not a bank account and constitutes an internal record established by the Company for the Merchant. The Merchant Account does not store funds, does not maintain balances, and cannot be used for independent withdrawals.
1.24. Merchant`s Payout Account means internal record established by the Company for Merchant that shall be used in accordance with section 6.2 of the Agreement. The available payout methods are specified in the Annex №1 to the Agreement.
1.25. Payment Methods mean the methods available for a Customer to make a payment to the Merchant through licensed Banks, payment service providers, and/or other authorized third parties.
1.26. Payment Order means an instruction given by the Merchant to the Company to transmit a payment request to licensed third-party payment service providers and/or Banks.
1.27. Personal Data shall mean any information relating to an identified or identifiable natural person (Data Subject). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
1.28. Refund means the procedure by which Merchant requests a return of a Transaction Amount or a part of a Transaction Amount to a Cardholder.
1.29. Reporting Period shall mean a period of time specified in Annex №1 hereto.
1.30. Service means the provision by the Company of technical solutions and related services for the transmission, routing, and exchange of payment-related information in connection with Transactions and Payment Orders, on the terms and conditions of this Agreement. The Company operates exclusively as a technical platform and does not perform clearing, settlement, custody, payment processing, or independent payment initiation functions. Through its technical solutions, the Company enables the interaction between the Merchant, Customers, licensed Banks and/or payment service providers (hereinafter referred to as PSPs) for the purpose of allowing Customers to pay for the Merchant’s goods, works, and services using bank cards and alternative payment methods, and for enabling the Merchant to fulfill its financial obligations to Customers, including refunds and chargebacks, through such licensed Banks and/or PSPs.
1.31. Settlement Participants mean Client, Card Schemes, Issuer, Bank, PSP when jointly mentioned.
1.32. The Company’s Website means Website available at https://geltano.com is owned and operated by the Company.
1.33. Third Party (or Partner) means any individual, self-employed person, or legal entity with which the Company enters into business relations either pursuant to an agreement or as a result of factual circumstances, including, without limitation, under the Accession Agreement available on the Website.
1.34. Third Party Services mean any third party service, connection, site, platform, application, software or integration that interoperates with Service.
1.35. Transaction shall mean a payment sent by a Customer to Merchant using a Customer’s Bank Card via Merchant’s website and mobile application.
1.36. Transaction Notification mean short information on the processed Transaction generated by the Company electronic system and sent to Merchant automatically, as may be provided by IT Protocol.
II. ACCOUNT REGISTRATION
2.1.Account Registration. In order to access and use the Service, you must register for a Geltano Payments Account. You must provide and maintain accurate, current, and complete Account Information.
2.2.Eligibility. In order to register in the Company’s system (Merchant (Personal) Account) and access and use the Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside. The Merchant, prior to the registration of the Personal Account and during the use of the Account, as well as at the request of the Company, provides the Company with up-to-date and reliable information about the Merchant. Such information is provided in the form of a questionnaire and, if necessary, with supporting documents attached.
2.3.Credentials. To set up and use your Account, you create a user ID and password to access your Account. You are responsible for maintaining the confidentiality of your Account credentials. You agree to immediately notify the Company of any suspected or actual unauthorized use of your Account. You agree that you are responsible and liable for all use of the Service under your Account, including, without limitation, compliance with all applicable laws and regulations and third-party terms. You further agree that the Company will not be liable for any costs, losses, damages, or expenses arising out of your failure to maintain the security of your Account or your Third Party Login credentials.
2.4.The Parties agree that the Company has the right to unilaterally make changes and amendments to this Agreement, its annexes, and technical integration protocols, without prior notice to the other Party. All such changes shall enter into force and become binding on the Parties upon posting on the Company’s Website.
III. RIGHTS AND OBLIGATIONS
3.1.Grant of Rights. You may use the Service, provided that you do not:
3.1.1. In any way damage or disrupt the Service and/or the operation of the Service or related hardware;
3.1.2. Use the Service for any unauthorised or unlawful purpose.
3.2.The Company’s Rights and Obligations.
3.2.1. The Company shall:
3.2.1.1.register an Account in the Company’s system subject to successful completion of the Company’s Due Diligence process and after the Acceptance;
3.2.1.2.provide Merchant with the information required for using Services under this Agreement;
3.2.1.3.where and to the extent applicable, receive settlement amounts from licensed third-party payment service providers and promptly transfer such amounts to the Merchant. The Merchant hereby irrevocably authorizes and consents to the deduction and payment to the Company and/or third parties of the Fees, Allowable Deductions, and any other amounts payable to the Company and/or third parties under this Agreement from such settlement amounts;
3.2.1.4.deliver to the Merchant the Transaction Notification for each effected Transaction immediately upon receipt of the relevant information from the Bank, if such notification is specified by the IT Protocol implemented by the Parties, or reflect such Transaction information in the Account interface;
3.2.1.5.provide Merchant with Report not later than the day following the Reporting Period;
3.2.1.6.Taxes. Each Party shall be solely responsible for the payment of any applicable taxes, duties, levies, or similar charges imposed on it in connection with this Agreement in accordance with applicable law. Each Party shall indemnify the other Party against any claims by any jurisdiction relating to taxes paid by such other Party, and for any penalties, fines, additions to tax, or interest thereon imposed on such other Party as a result of the first-mentioned Party’s failure to timely remit the relevant tax payment to the appropriate taxing jurisdiction.
3.2.2. The Company reserves the right:
3.2.2.1. to suspend, amend or cancel the Service at any time, either temporarily or permanently.
3.2.2.2. request licensed Banks and/or payment service providers to temporarily suspend settlement of Transactions or Payments where required by applicable law, regulatory obligations, or binding instructions from competent authorities
3.2.2.3.technically enable the withholding of the Payment Order amount from the total amounts due to the Merchant and the transfer of the Payment Order funds to the Customer, through Banks or payment service providers, or notify the Merchant of the inability to complete the Payment Order due to insufficient funds.
3.2.3. The Company shall not be a party to any dispute between any of Merchant, Customers or any Third party. This refers in particular to performance and to liability in respect of claims relating to the use of the products or services offered by Merchant.
3.2.4. The Company will not be liable for any delays in the receipt of funds or for errors in debit and credit entries caused by third parties, including, without limitation, the relevant Banks and/or the Merchant’s bank or other payment (financial) institution where the relevant account is held.
3.2.5. The Company’s liability is limited to the proper provision of technical support and the quality of the technical means used for the transmission and processing of information necessary to execute the Merchant’s instructions in connection with Payments. The Company is not obliged to track, monitor, or control Payments after the relevant information has been transmitted.
3.2.6. The Company is not responsible for any losses or other unfavorable consequences incurred by the Merchant resulting from third-party access to the Personal Account due to the disclosure or loss of Authorization Data by the Merchant.
3.2.7. The Company shall not be responsible for any losses or other adverse consequences resulting from the transmission or processing of inaccurate, incomplete, or incorrect information provided by the Merchant, including payment details or instructions.
3.3.Merchant’s Obligations
Merchant shall:
3.3.1. use Account and the Service only (1) for lawful purposes; and (2) in accordance with this Agreement and it’s Terms.
3.3.2. use PSPs to accept payments made by Customers in favor of the Merchant and provide payment services in relation to the Customers’ Bank Cards in accordance with the payment details (including, without limitation, the Bank Card number);
3.3.3. complete the integration works in accordance with the integration documents and follow reasonable instructions with regard to the technical integration of the Company’s Protocol into the Merchant’s websites and software applications.
3.3.4. acquire, implement and maintain all software required to fulfill its obligations under this Agreement;
3.3.5. prevent the Company from becoming subject to any investigation by a regulatory authority as a result of the Company’s relationship with the Merchant;
3.3.6. notify in advance, of any changes in its contact details, intended change of ownership, its legal representatives, a deterioration of Merchant’s financial situation or a change in business model, the products or services Merchant offers for sale or the nature of the Transactions;
3.3.7. accept Transactions and credit the Customer’s balance with Merchant on the basis of the relevant Transaction Notification;
3.3.8. inform Customers on the possibility of making Transactions posting the appropriate information in its end-user interfaces;
3.3.9. not initiate, perform, or otherwise be involved in any of the activities listed in Annex №2 hereto;
3.3.10. provide all reasonable assistance to the Company or the regulatory body to assist them with any investigations being carried out in respect of Merchant’s activities;
3.3.11. have the right to initiate Payment Order provided that the Deposit amount is sufficient to cover the amount of such Payment Order and relevant Fees;
3.3.12. not discourage Customers from using Service by imposing additional charges on Transactions;
3.3.13. provide with documents and information required for completion of the business customer Due Diligence by the Company;
3.3.14. provide with the Customer’s Personal Data and other information on the Customer’s activities as may be requested by the Company;
3.3.15. maintain sufficient Deposit amount in accordance with Section 4 and Annex №1 herein;
3.3.16. be responsible for all Chargebacks and fines, penalties, and other charges imposed by the Card Schemes on Merchant and/or the Company due to Merchant’s business or Transactions;
3.3.17. not submit Transaction that Merchant knows or should know to be fraudulent or not authorized by the Customer, or that it knows or should know to be authorized by Customer colluding with Merchant for a fraudulent purpose. Merchant is deemed to be responsible for the conduct of its employees, agents, and representatives;
3.3.18. provide requested information and submit requested documents regarding Transaction and Payout (including but not limited to Chargeback) to the Company within no more 3 (three) business days;
3.3.19. The Merchant must comply with all requirements and conditions for accepting Payments for the Merchant’s goods, as set forth in this Agreement, as communicated by the Company from time to time, and/or as required by the Bank;
The Merchant must comply with all applicable laws governing distance sales contracts;
3.3.20. Merchant shall avoid providing misleading information or otherwise creating impression that the supplier of goods is the Bank, PSP and/or the Company;
3.3.21. Merchant’s website and its content shall be in compliance with the applicable Laws, rules and requirements of Settlement Participants.
3.3.22. Merchant understands and agrees that it may be required by the Company or/and Bank to present proof of the sales records (documents and records used to evidence a proper ordering, sale and delivery of products and services through the use of the Payment Methods), including to the respective Bank, upon request. Merchant shall establish a system to store and maintain copies of sales and proof of delivery, in such a manner so as to forward the said information within 48 hours of request. Merchant understands that it is essential to provide sales records, which duly evidence a particular Transaction, sale, delivery and associated events and actions, immediately and within a required time frame as communicated to Merchant in a particular case in order to meet deadlines and other requirements applicable to a particular case solving. Merchant understands that failure to respond to such a retrieval request constitutes a violation of the Agreement, which may result in Chargeback or other consequences.
3.3.23. The Agreement is personal, between the Company and Merchant. Merchant shall not assign or transfer any of its rights or obligations under the Agreement to any third party, without the Company’s prior written consent.
3.3.24. Merchant guarantees and declares that the online store, the mobile application belongs to Merchant, is stable, does not contain incorrect links and that Merchant does not receive payments for third parties, as well as a reward for the delivery of any goods specified in Appendix №2 to this Agreement.
3.3.25. Merchant acknowledges that any dispute regarding any product or service purchased or procured by any funds received by Merchant or Customer, or any transaction involving the Services is between the sender and receiver of the funds and/or the third-party goods or Settlement Participants.
3.4. Force Majeure. Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Services (each a «Force Majeure Event»), provided that the Party delayed will provide the other Party with a notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event.
3.5. Expenses. Each Party shall bear its own costs and expenses in connection with this Agreement, including the costs of facilities, equipment, employees, training, communications, and computer systems, as well as other business expenses, such as applicable attorneys’ fees, accounting fees, and similar expenses, unless otherwise provided in this Agreement.
3.6. Adjustment of Payment Orders. Once the relevant information relating to a Payment Order has been transmitted to a Bank or payment service provider, such Payment Order shall be irrevocable and may not be changed, adjusted, or cancelled. The Merchant acknowledges that the Company is not responsible for any loss incurred by the Merchant as a result of an erroneous Payment Order after the transmission of the relevant information to a Bank or payment service provider.
3.7. No Additional Charges. Merchant must verify and shall be responsible for the following: Merchant will not charge any commission on the Transactions, unless such commission is required to be charged by the applicable laws and regulations, in which case Merchant will notify the Company in this respect, and the Parties will use their commercially reasonable endeavors to decrease a potential financial burden for the Customers.
3.8. Refunds. In the event that the Merchant is required to effect a full or partial refund to a Customer in respect of a Transaction, any such refund shall be effected to the Card used for that Transaction. In no circumstances may the Merchant effect a refund directly to a Customer through an alternative mechanism, such as cash or a credit transfer to an IBAN.
3.9. Card Scheme Rules Compliance. The Merchant acknowledges and understands the importance of compliance with the Card Scheme security requirements, including those relating to the processing, storage, and disclosure of Transaction information. The Merchant shall endeavor to protect Transaction information and shall maintain and be able to demonstrate compliance with the Payment Card Industry Data Security Standards (PCI DSS) and all subsequent updates thereto. The Merchant agrees that, in its activities, it is guided by the rules of the Card Schemes and APM providers, reimburses the Card Schemes, Third-Party Providers, and other third parties involved in settlement, and accepts any fines and other deductions lawfully imposed by them in connection with the Merchant’s activities. Notices and correspondence from the above-listed persons, including those received by facsimile or e-mail, as well as notices from the Company prepared on the basis of information received from such persons regarding the imposition and/or cancellation of fines and other deductions, shall constitute sufficient grounds for the Company to claim such amounts from the Merchant and/or deduct such amounts from settlement amounts payable to the Merchant through licensed third-party payment service providers, in accordance with applicable law and contractual arrangements.
3.10. Transaction Authorization. Merchant shall follow the following rules in course of the Transaction authorization:
3.10.1. Merchant must attempt to obtain the Card expiry date and forward it as part of the authorization request for any Transaction.
3.10.2. Merchant agrees that it will not present for payment a Transaction which has failed any one or more of the authentication checks.
3.10.3. Such authentication checks include but are not limited to CVV2/CVC2 and/or 3D Secure authentication.
3.10.4. Each request for authorization shall be for the total original Transaction amount, including applicable taxes.
3.10.5. Authorization only confirms the availability of funds and that the Card has not been reported as lost or stolen. Authorization shall not be deemed or construed as a representation, promise, or guarantee that a Bank or payment service provider will accept the Transaction, that the Merchant will receive payment, or that the person making the Transaction is the Customer.
3.10.6. Authorization may not be sought or obtained on behalf of any third party. Merchant may obtain authorization for any merchandise to be shipped on any day up to seven calendar days prior to the Transaction date. The Transaction date is the date on which the merchandise is shipped. When carrying out a recurring Transaction, Merchant must:
(a) obtain authorization for each Transaction;
(b)provide the Company with the correct indicator for each Transaction in the authorization request;
3.10.7. Storage of authenticating data including (but not limited to) Card Verification Value (CVV) / Card Verification Value 2 is prohibited.
3.10.8. The Merchant hereby undertakes to hold the Company harmless and fully indemnified against all actions, proceedings, claims, costs, demands, and expenses that the Company may incur or sustain as a result of acting upon or otherwise complying with any communications or instructions (including any Authorization for a Transaction) that the Company reasonably believes to have been made or given on the Customer’s behalf, irrespective of whether such communications or instructions are made or transmitted with or without the Customer’s authority.
IV. DEPOSIT
4.1.The Merchant shall provide a Deposit in the amount specified in Annex No.1 hereto solely as contractual security for the proper performance of its financial obligations hereunder. The Deposit is held by Banks and/or payment service providers, as applicable, is not used for transaction processing, and does not constitute client or end-user funds. The Merchant hereby expressly consents to the retention, withholding, and application of the Deposit, in whole or in part, by such Banks and/or payment service providers, through Banks or payment service providers, to settle amounts due and payable by the Merchant in connection with this Agreement, including, without limitation, Allowable Deductions and Fees for the provision of the Services hereunder
4.2.The Merchant hereby gives its irrevocable consent to the use of the Deposit solely as collateral, (icncl.by Banks, Card Schemes, and/or other relevant third parties), as applicable, to cover chargebacks, fines, fees, and other liabilities arising from the Merchant’s activities, including, without limitation, liabilities arising in connection with:
(i) potential Chargebacks;
(ii) the payment of any charges, assessments, and/or fines imposed by the Card Schemes as a result of the Merchant’s actions and/or inactions;
(iii) the payment of any commissions or fees charged by third-party banks and/or Card Schemes for the performance of activities required under this Agreement (including, without limitation, the registration and/or certification of the Merchant with a Card Scheme or similar bodies); and
(iv) the payment of costs related to audits or other reviews initiated by a Card Scheme in connection with the Merchant’s activities or inactivity.
4.3.The Deposit is used exclusively for contractual risk mitigation and loss recovery purposes, including to cover Allowable Deductions, including in the event that the Merchant declares bankruptcy or becomes insolvent. The Merchant hereby irrevocably acknowledges and agrees that the Deposit may be retained by Banks and/or payment service providers, in accordance with their applicable rules and procedures, for a period of up to five hundred forty (540) calendar days following the termination of this Agreement.
4.4.The Merchant acknowledges that the Deposit is not covered by any depositor protection scheme. Funds held as a Deposit do not accrue interest.
5.1. Settlement operations are performed on a non-custodial, pass-through basis. The Company does not maintain client balances or hold funds for investment or operational purposes.
5.2.Fees. In exchange for the Services provided by the Company, the Merchant agrees to pay the service fees as listed in the fee schedule incorporated herein as Annex No. 1. The Company reserves the right to unilaterally review the fees. The fees are calculated in respect of each Transaction or Payout, the information in relation to which is transmitted by the Company, and shall be due upon the completion of the relevant Transaction or Payout. Where applicable, the fees may be withheld from the amounts payable to the Merchant in connection with this Agreement. The Merchant hereby irrevocably authorizes and consents to the payment of the fees to the Company from the Merchant’s funds payable to the Merchant in connection with this Agreement, including such funds held by Banks and/or payment service providers, and authorizes the Company to initiate the receipt of such fees.
5.3.Payments. The Company shall facilitate the transfer of funds under Payment Orders to the Merchant’s Payout Account through Banks and/or payment service providers, provided that sufficient funds are available to cover such transfer and the related fees. The terms and methods of payment shall be agreed by the Parties in Annex No. 1 to this Agreement.
5.4. Currency. All Transactions and Payment Orders shall be transacted the Agreement Currency. In case a Transaction’s or a Payment Order’s currency differs from the Agreement Currency, then the settlement amounts shall be calculated on the basis of the exchange rate used by the Company on the date of such Transaction and/or Payment Order.
5.5. Netting. The Parties agree to set off their outstanding mutual obligations arising in the course of their cooperation hereunder. Netting calculations shall be performed by the Parties on a mutual basis. This netting agreement is irrevocable. All netting and set-off operations are performed on a non-custodial, pass-through basis and do not involve the holding or maintenance of client balances by the Company.
5.6.Reconciliation of Payments. The Parties shall reconcile their financial obligations hereunder on a monthly basis, based on the aggregate reconciliation file delivered by the Company to the Merchant. If any discrepancy or discrepancies are detected, the Merchant shall request an adjustment of the reconciliation statements. The Parties shall use reasonable efforts to clarify any disputed issues and to make adjustments to their account balances under this Agreement, where applicable. The Merchant may request an adjustment at any time during the term of this Agreement; however, if the Merchant does not object to a reconciliation file within ten (10) days from the date of receipt of such reconciliation file from the Company, the invoices and settlement data for the relevant month shall be deemed accepted by the Merchant.
5.7.Special Provisions. Where, in connection with any Transaction, funds have been transferred or credited to the Merchant, the Company shall nonetheless be entitled to initiate, through Banks and/or payment service providers, the reversal, adjustment, or recovery of any amounts credited to the Merchant’s Account, or, where such amounts are not available, initiate a request for reimbursement of any amounts paid to the Merchant. The Company may also initiate a temporary delay in the further transfer of funds to the Merchant for a period of time determined by the Company, acting reasonably and in accordance with this Agreement, and, where applicable, may require the Merchant to provide additional information from time to time, where:
5.7.1. Merchant is in breach of any of the terms of this Agreement in respect of any Transaction;
5.7.2. the Transaction is proved to have been created or generated improperly or without authority of the relevant Customer;
5.7.3. the Company suspects that Merchant is in breach of any terms and conditions of the contract giving rise to the Transaction or Merchant has made misrepresentation whether intentionally or negligently in the course of the Transaction;
5.7.4. the sale of Goods to which the Transaction relates involves a violation of Law or the rules or regulations of the Card Schemes or any governmental agencies, local or otherwise;
5.7.5. the Company is aware of any penalty and/or fine which may be imposed by the Card Schemes as a result of or in connection with the Agreement, any transaction or Goods or services relative to the transaction, any promotion or marketing of any Goods sold by Merchant, improper activity of Merchant, any misrepresentation by Merchant to the Customer or any breach of any obligation or duty that Merchant owes to the Customer, any investigations into transactions which are shown to involve fraudulent or criminal activity on Merchant’s part, any breach of, or failure by Merchant or its employees, agents or contractors to comply with the Agreement, any act or omission done wilfully or negligently by Merchant, its employees, agents or contractors as well as any violation by Merchant, its employees, agents or contractors of any applicable laws or regulations.
5.8.Chargebacks. If any amount is the subject of a pending Chargeback initiated by Visa, Mastercard, or any Affiliate, such amount may be blocked or withheld from amounts payable to the Merchant, pending the final determination of the dispute, through Banks and/or payment service providers. The Merchant hereby irrevocably authorizes and consents to such blocking or withholding. In addition, where a Transaction has been completed and the relevant amount has been credited to the Merchant, the Company shall be entitled to initiate, through Banks and/or payment service providers, the reversal, recovery, or reimbursement of such amount from the Merchant’s Account, or, if such amount is not available, initiate a request for reimbursement of the corresponding amount from the Merchant.The Company shall be entitled to charge the Merchant a Chargeback processing fee as specified in Annex No.1 hereto. The Merchant acknowledges that, due to currency exchange differences and issuing bank fees, the value of a Transaction and the value of the corresponding Chargeback in respect of the same Transaction may not be equal.Without prejudice to its other rights under this Agreement, the Company may initiate a temporary delay in further transfers of funds to the Merchant, acting reasonably and in accordance with this Agreement, and, where applicable, may require the Merchant to provide additional information from time to time, in the following cases:
5.8.1. if there are changes in the Merchant’s business model that may have an impact on the risk associated with the Merchant;
5.8.2. if there is an unexpected increase in Chargeback, refund, and/or fraud Transactions in connection with the Merchant’s activities.
Without prejudice to any other provision of this Agreement, as a measure to cover potential losses arising from Chargebacks and/or Fees that cannot be recovered, the Company may request licensed Banks and/or payment service providers to implement contractual settlement adjustments or temporary settlement reserves in accordance with card scheme rules and applicable law the blocking and/or retention of a percentage or the full amount of amounts payable to the Merchant in respect of Transactions. The Merchant hereby irrevocably authorizes and consents to such blocking and/or retention. The applicable retention rate shall be directly related to the Chargeback Rate. Any such measures shall be administered by the relevant service providers and shall not result in the Company holding funds or maintaining balances on behalf of the Merchant.
6.1.1. Customer’s full name and address (if applicable);
6.1.2. Customer’s Bank Card’s number (PAN) and expiration date or the Bank Account’s details (if applicable);
6.1.3. Amount to be transferred by or to such Customer.
Completion of Transactions and/or Payment Orders is subject to provision of certain documents and information about such Transaction and/or Payment Order, including Personal Data, to the Company as may be requested by the Company in its sole discretion. The Company reserves the right to refuse to accept for processing and/or to suspend the initiation of any Transaction and/or Payment Order where the required documents and information have not been provided to the Company. The Merchant permits the Company to transfer information about the Merchant contained in this Agreement, the annexes hereto, and questionnaires to Banks, Card Schemes, PSPs, Settlement Systems, and Issuers.
6.2.The Parties shall retain in their power, during the term of this agreement and/or for five (5) years following the processing of a relevant transaction or payment order, whichever is longer, all documents and information related to them, including without limitation, the customer information. the parties agree that such information shall be considered confidential information under this agreement. such information retained by Merchant shall be made available for audit and inspection to the Company upon request. the Company shall be entitled to make and retain copies thereof.
6.3.The Parties have agreed that facsimile documents and / or documents in electronic (scanned) form, including those sent to Merchant 's e-mail address, received by the Company from the settlement participants, including claims for payment of fines received by the Company from the acquirer, settlement systems are a sufficient basis for the Company's claim for compensation by Merchant for losses incurred by the Company.
7.1. Cooperation with Authorities. In the event of investigations and/or requests initiated by competent authorities, the Merchant agrees to provide the Company with all necessary information, documents, and other assistance, unless such assistance would violate the law applicable to the Merchant. This provision shall remain in force during the term of this Agreement and for five (5) years thereafter. The provision of the requested information and documents shall be free of charge.
7.2. Early Termination Due to False Declarations. In the event that the Company obtains certificates, reports, or other official information from competent authorities that contradict the written declarations of the Merchant and/or the Merchant’s shareholders or managers, or if such information indicates that any of them is involved in money laundering, terrorist financing, narcotics trafficking, or any other illicit activity, or that any of them is subject to payment suspension, creditors’ meetings, bankruptcy proceedings, undisclosed material litigation, sanctions, or other similar restrictions, this Agreement may be terminated by the Company with immediate effect.
8.2. Protection and Use of Confidential Information. The Receiving Party will (1) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (2) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
8.3.Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
9.1.Parties are each responsible for their own privacy policy and compliance. The use of Personal Data by the Company as a Data Controller is subject of the Company Privacy Policy, which can be found on Website https://geltano.com. The Company is no party to the data processing agreement governing the processing of Personal Data between Merchant and the Third Party Platform.
9.2.Acting in compliance with applicable Laws, the Company Processes the same elements of Personal Data of Customers for purposes determined by the Company, as a Controller as set forth in the Company’s Privacy Policy.
9.3.Each Party shall implement and maintain appropriate technological and organizational security measures to protect Personal Data from unlawful or unauthorized use and disclosure, and to ensure the secure processing of such data in accordance with applicable Privacy Laws and generally prevailing industry standards, including, where applicable, the policies outlined in the Payment Card Industry Data Security Standard (PCI DSS).
10.2. Merchant also grants the Company a non-exclusive, non-transferable and royalty-free right to use the trademarks and the logo of Merchant on the Website and in off-line publications for promotional purposes. The Company shall use the trademarks and logos of Merchant strictly in accordance with Merchant’s directions for use.
10.3. All IP Rights forming part, used or made available when providing the Services, are strictly owned by the Company or its licensors and Merchant shall only acquire such right of use as is explicitly granted under the Agreement.
10.4. Upon termination of the Agreement, Parties will immediately stop using the trademarks and logos.
You agree to indemnify and hold the Company harmless from and against any losses, costs, or expenses suffered or incurred by the Company as a result of:
11.1. your breach of your obligations under the Terms;
11.2. any intentional misuse of the Service;
11.3. your negligent acts or omissions in using the Service;
11.4. any claim brought against the Company by a third party in connection with your use of the Service.
12.2. Each Party shall provide the other Party with such information and assistance as may be reasonably necessary for the requesting Party's legal or regulatory compliance, subject to the confidentiality provisions of Section 8 herein and applicable Law. The Parties agree to provide each other with any information that might facilitate their efforts to prevent money laundering and terrorist financing.
12.3. The Company operates as a technical payment facilitation platform and does not perform clearing, settlement, custody, or independent payment initiation functions.
XIII. TERM AND TERMINATION
13.1. As of Your’s first use of the Services, including accessing the Account, if applicable the Agreement is effective and continues until terminated by one of the Party.
13.2. Party may terminate this Agreement at any time upon a 30- days prior written notice given to the other Party.
13.3. The Company may terminate this Agreement with an immediate effect by serving a written notice to Merchant, if:
13.3.1. the Company suspects that Merchant is involved in the activities listed in Annex B hereto; or
13.3.2. Merchant files for bankruptcy or meeting of creditors; or
13.3.3. Merchant does not cooperate regarding provision of the information requested by the regulatory authorities; or
13.3.4. the Company cannot continue providing the Services because of the Material Change of Law, duly justified by writing to Merchant; or
13.3.5. and if as a result of the implementation of internal control rules in order to prevent legalization (laundering) of criminal incomes and terrorist financing the Company suspect that the operation is performed in order to legalization (laundering) of incomes from crime and financing of terrorism; or
13.3.6. despite a request by the Company, Merchant did not implement the technical, security or other requirements that need to be met for duly provision of the services under the Agreement and compliance with the applicable laws, rules and requirements of the Banks or Merchant did not do so in due time; or
13.3.7. the business declared by Merchant differs from the actual business conducted by Merchant; or
13.3.8. the business conducted by Merchant could endanger the safety and/or soundness of the Company and/or Bank, PSP; or
13.3.9. termination is required by the Bank, PSP or Card Schemes.
13.4. Upon termination or expiration of this Agreement or any extension hereof, each Party shall cooperate, for the one hundred eighty day period (the «Winding Up Period») immediately following the date of such termination or expiration, in the prompt, orderly and efficient conclusion of the Service, including completing any in-process Payment Orders, transmitting any applicable funds relating thereto, performing a final accounting and reconciliation and, returning or destroying all Confidential Information found in the possession of the receiving Parties of the same in accordance with this Agreement. All amounts of funds owed by the Parties to each other shall become due and payable immediately upon termination of this Agreement (except for the amounts payable under Sections 4, 11 herein which have not been agreed by the Parties).
XIV. APPLICABLE LAW
14.1. Governing Law. This Agreement and its interpretation shall be governed by the laws of Canada.
14.2. Jurisdiction. Any dispute that cannot be resolved amicably shall be exclusively submitted to the competent courts.
14.3. Exclusive Jurisdiction. The Parties irrevocably agree that the courts of Canada shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute or claim relating to any non-contractual obligations). Each Party irrevocably waives any objection to such courts, whether on the grounds of venue or that such forum is inconvenient or inappropriate.
15.1. The Merchant expressly agrees that the Merchant uses the Services at its sole risk and that the Services are provided on an «as is» basis, without warranties of any kind, whether express or implied, including, without limitation, any warranties of title, merchantability, or fitness for a particular purpose.Without limiting the foregoing, the Company does not warrant that the use of the Services and/or the Merchant’s Account will be uninterrupted or error-free.
15.2. Merchant acknowledges and agrees that, to the fullest extent permitted by the applicable law, the disclaimers of liability contained in section 15.1 apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the services under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that the Company shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, the services. Merchant further specifically acknowledges that the Company is not liable for the conduct of third parties, and that the risk of using the services rests entirely with Merchant. To the extent permissible under applicable Laws, under no circumstances will the Company be liable to Merchant for more than the amount Merchant has paid to the Company for a particular transaction or payment order. Notwithstanding the foregoing, nothing in this agreement shall affect Merchant’s statutory rights or exclude injury arising from any wilful misconduct or fraud of the Company.
XVI. ANNEXES16.1. Annex №1. Terms of service and Fees
16.2. Annex №2. Prohibited Goods
For all questions regarding this Agreement, please, contact using the email address: [email protected]
1.2.Chargeback fee:
1.3.Refund fee[1]:
1.4.Reporting Period:
1.5. Deposit
Upon receipt of the Payments, an amount equal to ________ (%) shall be withheld from amounts payable to the Merchant by licensed Banks and/or payment service providers, with the Merchant’s irrevocable consent, and applied as a Deposit for a period of _______________ (___________) days.
2.1.The exchange rate to another currency for funds:
2.2.the Company may on it’s sole discretion apply internal exchange rate due to the FX costs.
. Adult Entertainment
. Child Pornography
. Child exploitation
. Drug Paraphernalia
. Drug Sales
. Internet Gun Sales
. Sexual Encounter Firms
. Unlicensed Money Transmitters
. Ammunition Sales
. Escort Services
. Firearms
. Government Grants
. Home Based Charities
. Pay Day Loans
. Pornography
. Tobacco Sales
. Shell Banks
. Provision of services, goods and content without a licence where such licence is required
. 18+ goods/services/content without mandatory acceptance of 18+ statement by the account holder before providing access to such 18+ goods/services/content
. Sale of goods, digital downloads or other services in violation of intellectual property rights
. Promotion of violence, terrorism, ethnic strife, extremisms
. Other goods and services restricted/prohibited by the legislation of the countries of the Participants of settlements.
You mean the organization, business, self-employed person or other legal entity (hereinafter as Organization or Merchant), selling their Goods through the Internet for which you act. You represent and warrant that:
(1) you have full legal authority to bind the Organization to these Terms;
(2) you have read and understand these Terms; and
(3) you agree to these Terms on behalf of the Organization. Your Organization is legally and financially responsible for your access to and use of the Service as well as for the use of your Service account by others affiliated with Merchant, including any employees, agents, or contractors. If you are accessing the Service for personal use only (i.e. not in connection with any organization, business, or other legal entity) by using a personal e-mail to sign up for your Geltano Payments Account (or Merchant Account) then all reference to «You» means you as an individual.
The Parties mean You and Geltano Payments LTD. when together referred.
THE PARTIES AGREE AS FOLLOWS:
BY ACCEPTING THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
THIS AGREEMENT IS CONCLUDED BY YOUR ADHERENCE TO THIS AGREEMENT AS A WHOLE. YOUR REGISTRATION OF A PERSONAL ACCOUNT ON THE COMPANY’S WEBSITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS.
I. DEFINITIONS
The Parties agree that for the purposes of this Agreement, the terms included in this section shall have the meaning that they are respectively given below:
1.1. Acceptance means the decision of the Company to accept You and enable You to use the Services.
1.2. Account Information means information about your Geltano Payments account, as well as information that you and your Users provide in connection with:
(1) the creation or administration of your Geltano Payments account; or
(2) the maintenance by Geltano Payments of your Geltano Payments account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
1.3. Agreement means this Public (Accession) Agreement, including its terms, schedules, annexes, addenda, and any documents referred to herein, in particular the Rules, concluded between the Company and the Merchant for the provision of the Services to the Merchant.
1.4. Allowable Deductions mean any of the following items that may be deducted or otherwise applied against the amount due to the Merchant, including fees charged by the Company; refunds and reversals; adjustments and Chargebacks; Deposit; and any fees, charges, fines, assessments, penalties, or other liabilities imposed by Card Schemes, Banks, PSPs, or Third-Party Providers in connection with the processing of Transactions and Payouts, as well as any fines, penalties, or sanctions imposed by governmental or regulatory authorities in connection with violations committed by the Merchant or third parties related to the Merchant.
1.5. Alternative Payment Method or «APM» means a payment method (other than Card) that we are able to and have agreed to process, including e-wallets and payments from a phone account.
1.6. Authorization means an electronic procedure of the International Payment System to obtain the Issuer’s authorization to conduct a Transaction after proper verification of the Card, Transaction Data, the Cardholder’s identification results, and the availability of sufficient funds on the Cardholder’s account.
1.7. Authorization data means data in the form of a login and password used to access the Personal Account.
1.8. Bank means a credit institution or other financial institution duly licensed and/or otherwise authorized under applicable law, that is a member of the International Payment Systems and that provides services related to the processing of Transactions, Refunds, and Chargebacks.
1.9. Bank Account means a checking (current) account open to a person at a bank.
1.10. Card shall mean a bank card, enabling cardholders to make purchases and/or withdraw cash and have these transactions directly and immediately charged to their accounts, whether these are held with the card issuer or not, including without limitation debit cards linked to a Bank Account, prepaid cards, PEX cards, commercial cards, other similar sources of funds, or a bank card, enabling cardholders to make purchases and/or withdraw cash up to a prearranged credit limit, and both bearing the trademark of the Card Schemes.
1.11. Cardholder means private individual who holds and uses the Card to pay for the Goods of Merchant.
1.12. Card Schemes shall mean «MasterCard Worldwide» («MasterCard») or «VISA Inc.» («Visa») International payment system, or other payment systems as applicable.
1.13. Chargeback means unconditionally executed electronic payment request for a refund, which is issued by the issuing Bank to the Payment System/Card Scheme on the basis of a Cardholder's claim.
1.14. Confidential Information shall mean all information about the Parties, their organization, business, financials, technical and Login details and the Parties’ services, each in the broadest sense, exchanged and obtained by the Parties under the Agreement, including any data or information, oral or written, treated as confidential that relates to either party’s past, present, or future research, development or business activities, including any unannounced products and services, any information relating to Services, developments, relevant documentation (in whatever form or media provided), processes, plans, financial information, third parties data, transaction volume, projections.
1.15. Customer means a natural person or legal entity ordering or purchasing the godos from Merchant.
1.16. Deposit shall mean a contractual security amount specified in Annex No. 1 hereto, provided by the Merchant solely as collateral for the performance of its obligations under this Agreement, and held by third parties, including banks and/or partners. The Deposit does not form part of payment or settlement flows and is not held on behalf of end users.
1.17. Due Diligence shall mean the investigation or exercise of care that a reasonable business or person is expected to undertake before entering into an agreement or contract with another party, or otherwise acting in accordance with a required standard of care.
1.18. Geltano Payments Account (hereinafter referred to as the Account) means a user account (record) on the Service that you register and open in order to access and use the Service. The Account is protected by an access control system and provides current information on Funds Transfers, Allowable Deductions, remuneration, the technical status of connection to the Company’s System, statistical data on Funds Transfers in favor of the Merchant, and other necessary information.
1.19. Goods mean goods/works/services, results of intellectual activities, and other types of objects of civil law rights.
1.20. Issuer means the credit institution or another legal entity who issued the Card.
1.21. IT Protocol means a technical integration protocol, provided by the Company , implemented by the Parties.
1.22. IP Rights mean all intellectual property rights, such as copy rights, trademarks, patents, rights in design and tradenames and all other intellectual property rights and forms of protection of a similar nature.
1.23. Merchant (Personal) Account means a section of the Company’s website protected by an access control system, which provides current information on funds transfers, Allowable Deductions, remuneration, the technical status of connection to the Company’s systems, statistical data on funds transfers in favor of the Merchant, and other information necessary for the Merchant’s current use of the Company’s systems. The Merchant (Personal) Account is accessible at the following address: https://geltano.com. The Merchant (Personal) Account is not a bank account and constitutes an internal record established by the Company for the Merchant. The Merchant Account does not store funds, does not maintain balances, and cannot be used for independent withdrawals.
1.24. Merchant`s Payout Account means internal record established by the Company for Merchant that shall be used in accordance with section 6.2 of the Agreement. The available payout methods are specified in the Annex №1 to the Agreement.
1.25. Payment Methods mean the methods available for a Customer to make a payment to the Merchant through licensed Banks, payment service providers, and/or other authorized third parties.
1.26. Payment Order means an instruction given by the Merchant to the Company to transmit a payment request to licensed third-party payment service providers and/or Banks.
1.27. Personal Data shall mean any information relating to an identified or identifiable natural person (Data Subject). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
1.28. Refund means the procedure by which Merchant requests a return of a Transaction Amount or a part of a Transaction Amount to a Cardholder.
1.29. Reporting Period shall mean a period of time specified in Annex №1 hereto.
1.30. Service means the provision by the Company of technical solutions and related services for the transmission, routing, and exchange of payment-related information in connection with Transactions and Payment Orders, on the terms and conditions of this Agreement. The Company operates exclusively as a technical platform and does not perform clearing, settlement, custody, payment processing, or independent payment initiation functions. Through its technical solutions, the Company enables the interaction between the Merchant, Customers, licensed Banks and/or payment service providers (hereinafter referred to as PSPs) for the purpose of allowing Customers to pay for the Merchant’s goods, works, and services using bank cards and alternative payment methods, and for enabling the Merchant to fulfill its financial obligations to Customers, including refunds and chargebacks, through such licensed Banks and/or PSPs.
1.31. Settlement Participants mean Client, Card Schemes, Issuer, Bank, PSP when jointly mentioned.
1.32. The Company’s Website means Website available at https://geltano.com is owned and operated by the Company.
1.33. Third Party (or Partner) means any individual, self-employed person, or legal entity with which the Company enters into business relations either pursuant to an agreement or as a result of factual circumstances, including, without limitation, under the Accession Agreement available on the Website.
1.34. Third Party Services mean any third party service, connection, site, platform, application, software or integration that interoperates with Service.
1.35. Transaction shall mean a payment sent by a Customer to Merchant using a Customer’s Bank Card via Merchant’s website and mobile application.
1.36. Transaction Notification mean short information on the processed Transaction generated by the Company electronic system and sent to Merchant automatically, as may be provided by IT Protocol.
II. ACCOUNT REGISTRATION
2.1.Account Registration. In order to access and use the Service, you must register for a Geltano Payments Account. You must provide and maintain accurate, current, and complete Account Information.
2.2.Eligibility. In order to register in the Company’s system (Merchant (Personal) Account) and access and use the Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside. The Merchant, prior to the registration of the Personal Account and during the use of the Account, as well as at the request of the Company, provides the Company with up-to-date and reliable information about the Merchant. Such information is provided in the form of a questionnaire and, if necessary, with supporting documents attached.
2.3.Credentials. To set up and use your Account, you create a user ID and password to access your Account. You are responsible for maintaining the confidentiality of your Account credentials. You agree to immediately notify the Company of any suspected or actual unauthorized use of your Account. You agree that you are responsible and liable for all use of the Service under your Account, including, without limitation, compliance with all applicable laws and regulations and third-party terms. You further agree that the Company will not be liable for any costs, losses, damages, or expenses arising out of your failure to maintain the security of your Account or your Third Party Login credentials.
2.4.The Parties agree that the Company has the right to unilaterally make changes and amendments to this Agreement, its annexes, and technical integration protocols, without prior notice to the other Party. All such changes shall enter into force and become binding on the Parties upon posting on the Company’s Website.
III. RIGHTS AND OBLIGATIONS
3.1.Grant of Rights. You may use the Service, provided that you do not:
3.1.1. In any way damage or disrupt the Service and/or the operation of the Service or related hardware;
3.1.2. Use the Service for any unauthorised or unlawful purpose.
3.2.The Company’s Rights and Obligations.
3.2.1. The Company shall:
3.2.1.1.register an Account in the Company’s system subject to successful completion of the Company’s Due Diligence process and after the Acceptance;
3.2.1.2.provide Merchant with the information required for using Services under this Agreement;
3.2.1.3.where and to the extent applicable, receive settlement amounts from licensed third-party payment service providers and promptly transfer such amounts to the Merchant. The Merchant hereby irrevocably authorizes and consents to the deduction and payment to the Company and/or third parties of the Fees, Allowable Deductions, and any other amounts payable to the Company and/or third parties under this Agreement from such settlement amounts;
3.2.1.4.deliver to the Merchant the Transaction Notification for each effected Transaction immediately upon receipt of the relevant information from the Bank, if such notification is specified by the IT Protocol implemented by the Parties, or reflect such Transaction information in the Account interface;
3.2.1.5.provide Merchant with Report not later than the day following the Reporting Period;
3.2.1.6.Taxes. Each Party shall be solely responsible for the payment of any applicable taxes, duties, levies, or similar charges imposed on it in connection with this Agreement in accordance with applicable law. Each Party shall indemnify the other Party against any claims by any jurisdiction relating to taxes paid by such other Party, and for any penalties, fines, additions to tax, or interest thereon imposed on such other Party as a result of the first-mentioned Party’s failure to timely remit the relevant tax payment to the appropriate taxing jurisdiction.
3.2.2. The Company reserves the right:
3.2.2.1. to suspend, amend or cancel the Service at any time, either temporarily or permanently.
3.2.2.2. request licensed Banks and/or payment service providers to temporarily suspend settlement of Transactions or Payments where required by applicable law, regulatory obligations, or binding instructions from competent authorities
3.2.2.3.technically enable the withholding of the Payment Order amount from the total amounts due to the Merchant and the transfer of the Payment Order funds to the Customer, through Banks or payment service providers, or notify the Merchant of the inability to complete the Payment Order due to insufficient funds.
3.2.3. The Company shall not be a party to any dispute between any of Merchant, Customers or any Third party. This refers in particular to performance and to liability in respect of claims relating to the use of the products or services offered by Merchant.
3.2.4. The Company will not be liable for any delays in the receipt of funds or for errors in debit and credit entries caused by third parties, including, without limitation, the relevant Banks and/or the Merchant’s bank or other payment (financial) institution where the relevant account is held.
3.2.5. The Company’s liability is limited to the proper provision of technical support and the quality of the technical means used for the transmission and processing of information necessary to execute the Merchant’s instructions in connection with Payments. The Company is not obliged to track, monitor, or control Payments after the relevant information has been transmitted.
3.2.6. The Company is not responsible for any losses or other unfavorable consequences incurred by the Merchant resulting from third-party access to the Personal Account due to the disclosure or loss of Authorization Data by the Merchant.
3.2.7. The Company shall not be responsible for any losses or other adverse consequences resulting from the transmission or processing of inaccurate, incomplete, or incorrect information provided by the Merchant, including payment details or instructions.
3.3.Merchant’s Obligations
Merchant shall:
3.3.1. use Account and the Service only (1) for lawful purposes; and (2) in accordance with this Agreement and it’s Terms.
3.3.2. use PSPs to accept payments made by Customers in favor of the Merchant and provide payment services in relation to the Customers’ Bank Cards in accordance with the payment details (including, without limitation, the Bank Card number);
3.3.3. complete the integration works in accordance with the integration documents and follow reasonable instructions with regard to the technical integration of the Company’s Protocol into the Merchant’s websites and software applications.
3.3.4. acquire, implement and maintain all software required to fulfill its obligations under this Agreement;
3.3.5. prevent the Company from becoming subject to any investigation by a regulatory authority as a result of the Company’s relationship with the Merchant;
3.3.6. notify in advance, of any changes in its contact details, intended change of ownership, its legal representatives, a deterioration of Merchant’s financial situation or a change in business model, the products or services Merchant offers for sale or the nature of the Transactions;
3.3.7. accept Transactions and credit the Customer’s balance with Merchant on the basis of the relevant Transaction Notification;
3.3.8. inform Customers on the possibility of making Transactions posting the appropriate information in its end-user interfaces;
3.3.9. not initiate, perform, or otherwise be involved in any of the activities listed in Annex №2 hereto;
3.3.10. provide all reasonable assistance to the Company or the regulatory body to assist them with any investigations being carried out in respect of Merchant’s activities;
3.3.11. have the right to initiate Payment Order provided that the Deposit amount is sufficient to cover the amount of such Payment Order and relevant Fees;
3.3.12. not discourage Customers from using Service by imposing additional charges on Transactions;
3.3.13. provide with documents and information required for completion of the business customer Due Diligence by the Company;
3.3.14. provide with the Customer’s Personal Data and other information on the Customer’s activities as may be requested by the Company;
3.3.15. maintain sufficient Deposit amount in accordance with Section 4 and Annex №1 herein;
3.3.16. be responsible for all Chargebacks and fines, penalties, and other charges imposed by the Card Schemes on Merchant and/or the Company due to Merchant’s business or Transactions;
3.3.17. not submit Transaction that Merchant knows or should know to be fraudulent or not authorized by the Customer, or that it knows or should know to be authorized by Customer colluding with Merchant for a fraudulent purpose. Merchant is deemed to be responsible for the conduct of its employees, agents, and representatives;
3.3.18. provide requested information and submit requested documents regarding Transaction and Payout (including but not limited to Chargeback) to the Company within no more 3 (three) business days;
3.3.19. The Merchant must comply with all requirements and conditions for accepting Payments for the Merchant’s goods, as set forth in this Agreement, as communicated by the Company from time to time, and/or as required by the Bank;
The Merchant must comply with all applicable laws governing distance sales contracts;
3.3.20. Merchant shall avoid providing misleading information or otherwise creating impression that the supplier of goods is the Bank, PSP and/or the Company;
3.3.21. Merchant’s website and its content shall be in compliance with the applicable Laws, rules and requirements of Settlement Participants.
3.3.22. Merchant understands and agrees that it may be required by the Company or/and Bank to present proof of the sales records (documents and records used to evidence a proper ordering, sale and delivery of products and services through the use of the Payment Methods), including to the respective Bank, upon request. Merchant shall establish a system to store and maintain copies of sales and proof of delivery, in such a manner so as to forward the said information within 48 hours of request. Merchant understands that it is essential to provide sales records, which duly evidence a particular Transaction, sale, delivery and associated events and actions, immediately and within a required time frame as communicated to Merchant in a particular case in order to meet deadlines and other requirements applicable to a particular case solving. Merchant understands that failure to respond to such a retrieval request constitutes a violation of the Agreement, which may result in Chargeback or other consequences.
3.3.23. The Agreement is personal, between the Company and Merchant. Merchant shall not assign or transfer any of its rights or obligations under the Agreement to any third party, without the Company’s prior written consent.
3.3.24. Merchant guarantees and declares that the online store, the mobile application belongs to Merchant, is stable, does not contain incorrect links and that Merchant does not receive payments for third parties, as well as a reward for the delivery of any goods specified in Appendix №2 to this Agreement.
3.3.25. Merchant acknowledges that any dispute regarding any product or service purchased or procured by any funds received by Merchant or Customer, or any transaction involving the Services is between the sender and receiver of the funds and/or the third-party goods or Settlement Participants.
3.4. Force Majeure. Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Services (each a «Force Majeure Event»), provided that the Party delayed will provide the other Party with a notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event.
3.5. Expenses. Each Party shall bear its own costs and expenses in connection with this Agreement, including the costs of facilities, equipment, employees, training, communications, and computer systems, as well as other business expenses, such as applicable attorneys’ fees, accounting fees, and similar expenses, unless otherwise provided in this Agreement.
3.6. Adjustment of Payment Orders. Once the relevant information relating to a Payment Order has been transmitted to a Bank or payment service provider, such Payment Order shall be irrevocable and may not be changed, adjusted, or cancelled. The Merchant acknowledges that the Company is not responsible for any loss incurred by the Merchant as a result of an erroneous Payment Order after the transmission of the relevant information to a Bank or payment service provider.
3.7. No Additional Charges. Merchant must verify and shall be responsible for the following: Merchant will not charge any commission on the Transactions, unless such commission is required to be charged by the applicable laws and regulations, in which case Merchant will notify the Company in this respect, and the Parties will use their commercially reasonable endeavors to decrease a potential financial burden for the Customers.
3.8. Refunds. In the event that the Merchant is required to effect a full or partial refund to a Customer in respect of a Transaction, any such refund shall be effected to the Card used for that Transaction. In no circumstances may the Merchant effect a refund directly to a Customer through an alternative mechanism, such as cash or a credit transfer to an IBAN.
3.9. Card Scheme Rules Compliance. The Merchant acknowledges and understands the importance of compliance with the Card Scheme security requirements, including those relating to the processing, storage, and disclosure of Transaction information. The Merchant shall endeavor to protect Transaction information and shall maintain and be able to demonstrate compliance with the Payment Card Industry Data Security Standards (PCI DSS) and all subsequent updates thereto. The Merchant agrees that, in its activities, it is guided by the rules of the Card Schemes and APM providers, reimburses the Card Schemes, Third-Party Providers, and other third parties involved in settlement, and accepts any fines and other deductions lawfully imposed by them in connection with the Merchant’s activities. Notices and correspondence from the above-listed persons, including those received by facsimile or e-mail, as well as notices from the Company prepared on the basis of information received from such persons regarding the imposition and/or cancellation of fines and other deductions, shall constitute sufficient grounds for the Company to claim such amounts from the Merchant and/or deduct such amounts from settlement amounts payable to the Merchant through licensed third-party payment service providers, in accordance with applicable law and contractual arrangements.
3.10. Transaction Authorization. Merchant shall follow the following rules in course of the Transaction authorization:
3.10.1. Merchant must attempt to obtain the Card expiry date and forward it as part of the authorization request for any Transaction.
3.10.2. Merchant agrees that it will not present for payment a Transaction which has failed any one or more of the authentication checks.
3.10.3. Such authentication checks include but are not limited to CVV2/CVC2 and/or 3D Secure authentication.
3.10.4. Each request for authorization shall be for the total original Transaction amount, including applicable taxes.
3.10.5. Authorization only confirms the availability of funds and that the Card has not been reported as lost or stolen. Authorization shall not be deemed or construed as a representation, promise, or guarantee that a Bank or payment service provider will accept the Transaction, that the Merchant will receive payment, or that the person making the Transaction is the Customer.
3.10.6. Authorization may not be sought or obtained on behalf of any third party. Merchant may obtain authorization for any merchandise to be shipped on any day up to seven calendar days prior to the Transaction date. The Transaction date is the date on which the merchandise is shipped. When carrying out a recurring Transaction, Merchant must:
(a) obtain authorization for each Transaction;
(b)provide the Company with the correct indicator for each Transaction in the authorization request;
3.10.7. Storage of authenticating data including (but not limited to) Card Verification Value (CVV) / Card Verification Value 2 is prohibited.
3.10.8. The Merchant hereby undertakes to hold the Company harmless and fully indemnified against all actions, proceedings, claims, costs, demands, and expenses that the Company may incur or sustain as a result of acting upon or otherwise complying with any communications or instructions (including any Authorization for a Transaction) that the Company reasonably believes to have been made or given on the Customer’s behalf, irrespective of whether such communications or instructions are made or transmitted with or without the Customer’s authority.
IV. DEPOSIT
4.1.The Merchant shall provide a Deposit in the amount specified in Annex No.1 hereto solely as contractual security for the proper performance of its financial obligations hereunder. The Deposit is held by Banks and/or payment service providers, as applicable, is not used for transaction processing, and does not constitute client or end-user funds. The Merchant hereby expressly consents to the retention, withholding, and application of the Deposit, in whole or in part, by such Banks and/or payment service providers, through Banks or payment service providers, to settle amounts due and payable by the Merchant in connection with this Agreement, including, without limitation, Allowable Deductions and Fees for the provision of the Services hereunder
4.2.The Merchant hereby gives its irrevocable consent to the use of the Deposit solely as collateral, (icncl.by Banks, Card Schemes, and/or other relevant third parties), as applicable, to cover chargebacks, fines, fees, and other liabilities arising from the Merchant’s activities, including, without limitation, liabilities arising in connection with:
(i) potential Chargebacks;
(ii) the payment of any charges, assessments, and/or fines imposed by the Card Schemes as a result of the Merchant’s actions and/or inactions;
(iii) the payment of any commissions or fees charged by third-party banks and/or Card Schemes for the performance of activities required under this Agreement (including, without limitation, the registration and/or certification of the Merchant with a Card Scheme or similar bodies); and
(iv) the payment of costs related to audits or other reviews initiated by a Card Scheme in connection with the Merchant’s activities or inactivity.
4.3.The Deposit is used exclusively for contractual risk mitigation and loss recovery purposes, including to cover Allowable Deductions, including in the event that the Merchant declares bankruptcy or becomes insolvent. The Merchant hereby irrevocably acknowledges and agrees that the Deposit may be retained by Banks and/or payment service providers, in accordance with their applicable rules and procedures, for a period of up to five hundred forty (540) calendar days following the termination of this Agreement.
4.4.The Merchant acknowledges that the Deposit is not covered by any depositor protection scheme. Funds held as a Deposit do not accrue interest.
5.1. Settlement operations are performed on a non-custodial, pass-through basis. The Company does not maintain client balances or hold funds for investment or operational purposes.
5.2.Fees. In exchange for the Services provided by the Company, the Merchant agrees to pay the service fees as listed in the fee schedule incorporated herein as Annex No. 1. The Company reserves the right to unilaterally review the fees. The fees are calculated in respect of each Transaction or Payout, the information in relation to which is transmitted by the Company, and shall be due upon the completion of the relevant Transaction or Payout. Where applicable, the fees may be withheld from the amounts payable to the Merchant in connection with this Agreement. The Merchant hereby irrevocably authorizes and consents to the payment of the fees to the Company from the Merchant’s funds payable to the Merchant in connection with this Agreement, including such funds held by Banks and/or payment service providers, and authorizes the Company to initiate the receipt of such fees.
5.3.Payments. The Company shall facilitate the transfer of funds under Payment Orders to the Merchant’s Payout Account through Banks and/or payment service providers, provided that sufficient funds are available to cover such transfer and the related fees. The terms and methods of payment shall be agreed by the Parties in Annex No. 1 to this Agreement.
5.4. Currency. All Transactions and Payment Orders shall be transacted the Agreement Currency. In case a Transaction’s or a Payment Order’s currency differs from the Agreement Currency, then the settlement amounts shall be calculated on the basis of the exchange rate used by the Company on the date of such Transaction and/or Payment Order.
5.5. Netting. The Parties agree to set off their outstanding mutual obligations arising in the course of their cooperation hereunder. Netting calculations shall be performed by the Parties on a mutual basis. This netting agreement is irrevocable. All netting and set-off operations are performed on a non-custodial, pass-through basis and do not involve the holding or maintenance of client balances by the Company.
5.6.Reconciliation of Payments. The Parties shall reconcile their financial obligations hereunder on a monthly basis, based on the aggregate reconciliation file delivered by the Company to the Merchant. If any discrepancy or discrepancies are detected, the Merchant shall request an adjustment of the reconciliation statements. The Parties shall use reasonable efforts to clarify any disputed issues and to make adjustments to their account balances under this Agreement, where applicable. The Merchant may request an adjustment at any time during the term of this Agreement; however, if the Merchant does not object to a reconciliation file within ten (10) days from the date of receipt of such reconciliation file from the Company, the invoices and settlement data for the relevant month shall be deemed accepted by the Merchant.
5.7.Special Provisions. Where, in connection with any Transaction, funds have been transferred or credited to the Merchant, the Company shall nonetheless be entitled to initiate, through Banks and/or payment service providers, the reversal, adjustment, or recovery of any amounts credited to the Merchant’s Account, or, where such amounts are not available, initiate a request for reimbursement of any amounts paid to the Merchant. The Company may also initiate a temporary delay in the further transfer of funds to the Merchant for a period of time determined by the Company, acting reasonably and in accordance with this Agreement, and, where applicable, may require the Merchant to provide additional information from time to time, where:
5.7.1. Merchant is in breach of any of the terms of this Agreement in respect of any Transaction;
5.7.2. the Transaction is proved to have been created or generated improperly or without authority of the relevant Customer;
5.7.3. the Company suspects that Merchant is in breach of any terms and conditions of the contract giving rise to the Transaction or Merchant has made misrepresentation whether intentionally or negligently in the course of the Transaction;
5.7.4. the sale of Goods to which the Transaction relates involves a violation of Law or the rules or regulations of the Card Schemes or any governmental agencies, local or otherwise;
5.7.5. the Company is aware of any penalty and/or fine which may be imposed by the Card Schemes as a result of or in connection with the Agreement, any transaction or Goods or services relative to the transaction, any promotion or marketing of any Goods sold by Merchant, improper activity of Merchant, any misrepresentation by Merchant to the Customer or any breach of any obligation or duty that Merchant owes to the Customer, any investigations into transactions which are shown to involve fraudulent or criminal activity on Merchant’s part, any breach of, or failure by Merchant or its employees, agents or contractors to comply with the Agreement, any act or omission done wilfully or negligently by Merchant, its employees, agents or contractors as well as any violation by Merchant, its employees, agents or contractors of any applicable laws or regulations.
5.8.Chargebacks. If any amount is the subject of a pending Chargeback initiated by Visa, Mastercard, or any Affiliate, such amount may be blocked or withheld from amounts payable to the Merchant, pending the final determination of the dispute, through Banks and/or payment service providers. The Merchant hereby irrevocably authorizes and consents to such blocking or withholding. In addition, where a Transaction has been completed and the relevant amount has been credited to the Merchant, the Company shall be entitled to initiate, through Banks and/or payment service providers, the reversal, recovery, or reimbursement of such amount from the Merchant’s Account, or, if such amount is not available, initiate a request for reimbursement of the corresponding amount from the Merchant.The Company shall be entitled to charge the Merchant a Chargeback processing fee as specified in Annex No.1 hereto. The Merchant acknowledges that, due to currency exchange differences and issuing bank fees, the value of a Transaction and the value of the corresponding Chargeback in respect of the same Transaction may not be equal.Without prejudice to its other rights under this Agreement, the Company may initiate a temporary delay in further transfers of funds to the Merchant, acting reasonably and in accordance with this Agreement, and, where applicable, may require the Merchant to provide additional information from time to time, in the following cases:
5.8.1. if there are changes in the Merchant’s business model that may have an impact on the risk associated with the Merchant;
5.8.2. if there is an unexpected increase in Chargeback, refund, and/or fraud Transactions in connection with the Merchant’s activities.
Without prejudice to any other provision of this Agreement, as a measure to cover potential losses arising from Chargebacks and/or Fees that cannot be recovered, the Company may request licensed Banks and/or payment service providers to implement contractual settlement adjustments or temporary settlement reserves in accordance with card scheme rules and applicable law the blocking and/or retention of a percentage or the full amount of amounts payable to the Merchant in respect of Transactions. The Merchant hereby irrevocably authorizes and consents to such blocking and/or retention. The applicable retention rate shall be directly related to the Chargeback Rate. Any such measures shall be administered by the relevant service providers and shall not result in the Company holding funds or maintaining balances on behalf of the Merchant.
VI. INFORMATION AND DOCUMEMTS REQUIREMENTS
6.1.Each Transaction and Payment Order will include (among other) the following information:6.1.1. Customer’s full name and address (if applicable);
6.1.2. Customer’s Bank Card’s number (PAN) and expiration date or the Bank Account’s details (if applicable);
6.1.3. Amount to be transferred by or to such Customer.
Completion of Transactions and/or Payment Orders is subject to provision of certain documents and information about such Transaction and/or Payment Order, including Personal Data, to the Company as may be requested by the Company in its sole discretion. The Company reserves the right to refuse to accept for processing and/or to suspend the initiation of any Transaction and/or Payment Order where the required documents and information have not been provided to the Company. The Merchant permits the Company to transfer information about the Merchant contained in this Agreement, the annexes hereto, and questionnaires to Banks, Card Schemes, PSPs, Settlement Systems, and Issuers.
6.2.The Parties shall retain in their power, during the term of this agreement and/or for five (5) years following the processing of a relevant transaction or payment order, whichever is longer, all documents and information related to them, including without limitation, the customer information. the parties agree that such information shall be considered confidential information under this agreement. such information retained by Merchant shall be made available for audit and inspection to the Company upon request. the Company shall be entitled to make and retain copies thereof.
6.3.The Parties have agreed that facsimile documents and / or documents in electronic (scanned) form, including those sent to Merchant 's e-mail address, received by the Company from the settlement participants, including claims for payment of fines received by the Company from the acquirer, settlement systems are a sufficient basis for the Company's claim for compensation by Merchant for losses incurred by the Company.
7.1. Cooperation with Authorities. In the event of investigations and/or requests initiated by competent authorities, the Merchant agrees to provide the Company with all necessary information, documents, and other assistance, unless such assistance would violate the law applicable to the Merchant. This provision shall remain in force during the term of this Agreement and for five (5) years thereafter. The provision of the requested information and documents shall be free of charge.
7.2. Early Termination Due to False Declarations. In the event that the Company obtains certificates, reports, or other official information from competent authorities that contradict the written declarations of the Merchant and/or the Merchant’s shareholders or managers, or if such information indicates that any of them is involved in money laundering, terrorist financing, narcotics trafficking, or any other illicit activity, or that any of them is subject to payment suspension, creditors’ meetings, bankruptcy proceedings, undisclosed material litigation, sanctions, or other similar restrictions, this Agreement may be terminated by the Company with immediate effect.
VIII. CONFIDENTIAL INFORMATION
8.1.Confidential Information. Each party («Disclosing Party») may disclose Confidential Information to the other party («Receiving Party») in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (1) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third party without breach of any obligation owed to the Disclosing Party; or (4) was independently developed by the Receiving Party.8.2. Protection and Use of Confidential Information. The Receiving Party will (1) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (2) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
8.3.Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
9.1.Parties are each responsible for their own privacy policy and compliance. The use of Personal Data by the Company as a Data Controller is subject of the Company Privacy Policy, which can be found on Website https://geltano.com. The Company is no party to the data processing agreement governing the processing of Personal Data between Merchant and the Third Party Platform.
9.2.Acting in compliance with applicable Laws, the Company Processes the same elements of Personal Data of Customers for purposes determined by the Company, as a Controller as set forth in the Company’s Privacy Policy.
9.3.Each Party shall implement and maintain appropriate technological and organizational security measures to protect Personal Data from unlawful or unauthorized use and disclosure, and to ensure the secure processing of such data in accordance with applicable Privacy Laws and generally prevailing industry standards, including, where applicable, the policies outlined in the Payment Card Industry Data Security Standard (PCI DSS).
X. INTELLECTUAL PROPERTY
10.1. The Company hereby grants Merchant a non-exclusive, non-transferable and royalty-free right to use the trademarks and the logo of the Company on its website(s) in order to indicate that it makes use of the Services. Merchant shall use the trademarks and logos of the Company and those of the Payment Methods strictly in accordance with the directions for use provided.10.2. Merchant also grants the Company a non-exclusive, non-transferable and royalty-free right to use the trademarks and the logo of Merchant on the Website and in off-line publications for promotional purposes. The Company shall use the trademarks and logos of Merchant strictly in accordance with Merchant’s directions for use.
10.3. All IP Rights forming part, used or made available when providing the Services, are strictly owned by the Company or its licensors and Merchant shall only acquire such right of use as is explicitly granted under the Agreement.
10.4. Upon termination of the Agreement, Parties will immediately stop using the trademarks and logos.
You agree to indemnify and hold the Company harmless from and against any losses, costs, or expenses suffered or incurred by the Company as a result of:
11.1. your breach of your obligations under the Terms;
11.2. any intentional misuse of the Service;
11.3. your negligent acts or omissions in using the Service;
11.4. any claim brought against the Company by a third party in connection with your use of the Service.
XII. REGULATORY COMPLIANCE
12.1. Each Party shall be responsible for its own and its agents’ or employees’ compliance with laws and regulations that apply to such Party, including without limitation all license, reporting, record-keeping, and other legal or regulatory requirements in the jurisdictions of such Party’s operation and business, and/or any other applicable jurisdictions.12.2. Each Party shall provide the other Party with such information and assistance as may be reasonably necessary for the requesting Party's legal or regulatory compliance, subject to the confidentiality provisions of Section 8 herein and applicable Law. The Parties agree to provide each other with any information that might facilitate their efforts to prevent money laundering and terrorist financing.
12.3. The Company operates as a technical payment facilitation platform and does not perform clearing, settlement, custody, or independent payment initiation functions.
XIII. TERM AND TERMINATION
13.1. As of Your’s first use of the Services, including accessing the Account, if applicable the Agreement is effective and continues until terminated by one of the Party.
13.2. Party may terminate this Agreement at any time upon a 30- days prior written notice given to the other Party.
13.3. The Company may terminate this Agreement with an immediate effect by serving a written notice to Merchant, if:
13.3.1. the Company suspects that Merchant is involved in the activities listed in Annex B hereto; or
13.3.2. Merchant files for bankruptcy or meeting of creditors; or
13.3.3. Merchant does not cooperate regarding provision of the information requested by the regulatory authorities; or
13.3.4. the Company cannot continue providing the Services because of the Material Change of Law, duly justified by writing to Merchant; or
13.3.5. and if as a result of the implementation of internal control rules in order to prevent legalization (laundering) of criminal incomes and terrorist financing the Company suspect that the operation is performed in order to legalization (laundering) of incomes from crime and financing of terrorism; or
13.3.6. despite a request by the Company, Merchant did not implement the technical, security or other requirements that need to be met for duly provision of the services under the Agreement and compliance with the applicable laws, rules and requirements of the Banks or Merchant did not do so in due time; or
13.3.7. the business declared by Merchant differs from the actual business conducted by Merchant; or
13.3.8. the business conducted by Merchant could endanger the safety and/or soundness of the Company and/or Bank, PSP; or
13.3.9. termination is required by the Bank, PSP or Card Schemes.
13.4. Upon termination or expiration of this Agreement or any extension hereof, each Party shall cooperate, for the one hundred eighty day period (the «Winding Up Period») immediately following the date of such termination or expiration, in the prompt, orderly and efficient conclusion of the Service, including completing any in-process Payment Orders, transmitting any applicable funds relating thereto, performing a final accounting and reconciliation and, returning or destroying all Confidential Information found in the possession of the receiving Parties of the same in accordance with this Agreement. All amounts of funds owed by the Parties to each other shall become due and payable immediately upon termination of this Agreement (except for the amounts payable under Sections 4, 11 herein which have not been agreed by the Parties).
XIV. APPLICABLE LAW
14.1. Governing Law. This Agreement and its interpretation shall be governed by the laws of Canada.
14.2. Jurisdiction. Any dispute that cannot be resolved amicably shall be exclusively submitted to the competent courts.
14.3. Exclusive Jurisdiction. The Parties irrevocably agree that the courts of Canada shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute or claim relating to any non-contractual obligations). Each Party irrevocably waives any objection to such courts, whether on the grounds of venue or that such forum is inconvenient or inappropriate.
15.1. The Merchant expressly agrees that the Merchant uses the Services at its sole risk and that the Services are provided on an «as is» basis, without warranties of any kind, whether express or implied, including, without limitation, any warranties of title, merchantability, or fitness for a particular purpose.Without limiting the foregoing, the Company does not warrant that the use of the Services and/or the Merchant’s Account will be uninterrupted or error-free.
15.2. Merchant acknowledges and agrees that, to the fullest extent permitted by the applicable law, the disclaimers of liability contained in section 15.1 apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the services under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that the Company shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, the services. Merchant further specifically acknowledges that the Company is not liable for the conduct of third parties, and that the risk of using the services rests entirely with Merchant. To the extent permissible under applicable Laws, under no circumstances will the Company be liable to Merchant for more than the amount Merchant has paid to the Company for a particular transaction or payment order. Notwithstanding the foregoing, nothing in this agreement shall affect Merchant’s statutory rights or exclude injury arising from any wilful misconduct or fraud of the Company.
XVI. ANNEXES16.1. Annex №1. Terms of service and Fees
16.2. Annex №2. Prohibited Goods
For all questions regarding this Agreement, please, contact using the email address: [email protected]
ANNEX №1GELTANO PAYMENTS LTD.
(PUBLIC OFFER AGREEMENT)TERMS OF SERVICE AND FEES (COMMISSIONS)
1.1.Fee ScheduleMERCHANT PORTAL | FEE, PER TRANSACTION | |
1.2.Chargeback fee:
1.3.Refund fee[1]:
1.4.Reporting Period:
1.5. Deposit
Upon receipt of the Payments, an amount equal to ________ (%) shall be withheld from amounts payable to the Merchant by licensed Banks and/or payment service providers, with the Merchant’s irrevocable consent, and applied as a Deposit for a period of _______________ (___________) days.
2.1.The exchange rate to another currency for funds:
2.2.the Company may on it’s sole discretion apply internal exchange rate due to the FX costs.
ANNEX №2GELTANO PAYMENTS LTD.
(PUBLIC OFFER AGREEMENT) PROHIBITED GOODS AND SERVICES. Adult Entertainment
. Child Pornography
. Child exploitation
. Drug Paraphernalia
. Drug Sales
. Internet Gun Sales
. Sexual Encounter Firms
. Unlicensed Money Transmitters
. Ammunition Sales
. Escort Services
. Firearms
. Government Grants
. Home Based Charities
. Pay Day Loans
. Pornography
. Tobacco Sales
. Shell Banks
. Provision of services, goods and content without a licence where such licence is required
. 18+ goods/services/content without mandatory acceptance of 18+ statement by the account holder before providing access to such 18+ goods/services/content
. Sale of goods, digital downloads or other services in violation of intellectual property rights
. Promotion of violence, terrorism, ethnic strife, extremisms
. Other goods and services restricted/prohibited by the legislation of the countries of the Participants of settlements.
© 2023 Geltano payments ltd
55-329 HOWE STREET
VANCOUVER, BC, CANADA V6C3N2
VANCOUVER, BC, CANADA V6C3N2
MSB LICENSE M23004301