Account – a current account of the Merchant opened at Payver and specified in the Agreement either for accumulating Transactions funds received from Customers or debiting fees.
Agreement – E-Commerce Payment Services agreement signed between Merchant andPayver, including the special provisions of the agreement, the Terms and Conditions, relevant
annexes, supplementary agreements, and other arrangements as well as amendments hereof.Agreement consisting of pre-contractual information (in case of distance agreement), theseGeneral terms and conditions, Fee Information Document (Price List) and Data protection policy.
Card – the payment card used by the Cardholder to carry out a Transaction. The Cards, for which Payver provides Card acceptance on the internet service, are specified in the special
provisions of the Agreement.
Card Acceptance Requirements – manuals, regulations and instructions on Card acceptance on the internet (within E-Commerce Payment Services) issued by Payver, our partners’ rules
(if applicable) and / or the International Card Organizations, which are binding on the Merchant and available on https://payver.io/, www.visaeurope.com and www.mastercard.com.
Cardholder – a person to whom the payment card has been issued who uses Card Payment to pay for the goods or services at the E-shop.
Card Payment – a payment method by using the Card for purchases in the E-Shop by entering the Card and the Cardholder data.
Chargeback – a complaint disputing the Transaction in any part thereof submitted by the Cardholder and / or the Cardholders bank, and which is to be examined in accordance with the Card Acceptance Requirements.
Customer – Merchant’s customer (a private individual or a legal entity) who makes E-Payment at the E-shop.
E-Commerce Payment Services – an internet based technical solution used to enable Card Payments and E-Payments as well as other Services to the Merchant (that also include enabling of the Merchant Portal).
E-Payment – a payment method (like payment initiation service or PayPal payment) submitted by the Customer in the E-Shop that is made from the Customer’s account at account holding or servicing institution.
E-Shop – in the Agreement fixed web-based point of sale of the Merchant for selling goods and/or services and through what the Customer or Cardholder can make a payment.
International Card Organization – an international organization ensuring the issuance and acceptance of Cards according to uniform standards (e.g., Mastercard International
Incorporated, Visa Inc.).
Merchant – a person carrying out business with the E-shop, which has signed the Agreement with Payver.
Merchant Portal – an internet based technical solution provided for Merchant by Payver and Technical Partner to perform Transactions management, the refund of Card payments,
customisation of payment application in E-Shop and other available functionalities.
PCI DSS – Payment Card Industry Data Security Standard is the data security standard developed by the Security Standards Council of Payment card Industry (https://www.pcisecuritystandards.org).
Payver – PAYVER LIMITED, England and Wales private company limited by shares, registered under No. 11692215 with Companies House; its registered address is C/O Gibson Booth New Court, Abbey Road North, Shepley, Huddersfield, England and Wales, HD8 8BJ | Payver Limited is a Small Electronic Money Institution since 20/02/2020 with ref. No.: 901016, registered by the Financial Conduct Authority of the England and Wales, registered with Information Commissioner Officer (ICO) under the Ref. No ZA789517.
Service – technical solution of E-Commerce Payment Services in the E-shop with functionalities and payment methods agreed under the Agreement. The Service shall also include enabling of technical processing of the Card Payments, payment history and reporting and other functionalities.
Statement – a Card Payment report provided by Payver in electronic form for the period and frequency selected by the Merchant.
Specification – technical documentation regarding Service description (including operational aspects and technical interface) for the integration of E-Commerce Payment Services in the Eshop.
Technical Partner – a company, selected by Payver, which provides technical solution of the E-Commerce Payment Services.
Terms and Conditions – these terms and conditions of the E-commerce Payment Services
Transaction – purchase or sale transaction, complying with the requirements of Payver, between the Customer and the Merchant for making the payment in E-shop by the Customer
or Cardholder.
Transaction notice – data communication (request or response) that is electronically stored information within the E-Commerce Payment Services irrespective if the response is positive or negative or if the response is received or not.
2.1. Within the E-commerce Payment Services Payver enables processing and management of Transactions made by Customers or Cardholders using the payment methods selected by the Merchant to be available at the E-shop in accordance with the Agreement.
2.2. The provision of Service shall take place in accordance with the Agreement and Terms and Conditions. The General Business Terms and Conditions, the General Price List and Ecommerce Price List, and terms and conditions of other payment services shall apply additionally to the legal relations between the parties.
2.3. The Merchant is obliged to comply with the Terms and Conditions, the Card Acceptance Requirements, Specification as well as other instructions issued by Payver in connection with the acceptance of Cards and E-payments in the E-shop, including instructions related to provision of other Services provided by Payver under Agreement.
2.4. The Agreement does not mean that any right of ownership or intellectual property right to the Service or the solution provided within the Service in whole or in any part is transferred to the Merchant.
3.1. At the time of entering the Agreement or during the term of the Agreement, Payver may require the Merchant of the conclusion of an agreement according to provisions of Paragraph 8.2 of the Terms and Conditions.
3.2. Payver ensures the availability of the Service considering information provided by Merchant in the Service application form submitted to Payver before entering into the
Agreement.
3.3. The Merchant shall notify Payver in writing at least 7 (seven) working days in advance, of any changes in the information indicated and required under the Agreement or in the
application. The Merchant shall provide information upon Payver request related to the Agreement in 2 working days.
4.1. The Merchant uses for the E-shop the SSL security certificate, which complies with SSL protocol requirements and is issued by a recognised certificate issuer. To receive and transfer
Transaction data over the Internet, the Merchant shall use the SSL (Secure Sockets Layer) data transmission protocol (at least 128 bits).
4.2. The Merchant is responsible for its Card acceptance solutions and the compliance thereof with the PCI DSS requirements. Upon request of Payver the Merchant shall be required to
confirm that the Cards acceptance solution complies with the PCI DSS requirements by submitting to Payver the results of the annual audit and quarterly network scanning performed
by an auditor approved by the International Card Organizations.
4.3. In case of impossibility to process transactions in accordance with the requirements of the PCI DSS, the merchant is obliged to notify about this before concluding the Agreement.
4.4. The Merchant shall appoint a contact person, who will manage access rights, usernames, and passwords to other Merchant’s users in the Merchant Portal. The Merchant is responsible that a user accesses the Merchant Portal only with password issued to the user.
4.5. The parties keep all passwords (for example passwords for the Merchant Portal) provided by Payver or the Technical Partner confidential from third parties. If a party learns or suspects that the connection data or other information related to the connection has come or may come at the disposal of unauthorized third parties, the respective party or its designated representative are obliged to immediately notify the other party thereof as well as the notifying party and immediately update all passwords.
5.1. For provision and maintenance of Service, Payver is entitled to involve a Technical Partner/Partner/Provider without a separate agreement of consent of the Merchant.
5.2. The Merchant, utilizing its own resources and covering associated expenses, ensures timely technical integration of appropriate software in E-Shop required for enabling ECommerce Payment Services.
5.3. The Merchant may engage another company (also referred to as “a sub-contractor”) to conduct the activities referred to herein. In such a case, the Merchant shall ensure that the subcontractor of the Merchant complies with all the obligations assumed by the Merchant under the Agreement to the same extent as the Merchant itself.
5.4. The Service can be interrupted for scheduled operational maintenance works, upgrades, and unplanned outages. The Service is regarded as available if the Transaction notice (request and response) can be obtained at the E-Commerce Payment Services.
5.5. Payver reserves the right to temporarily close the E-Commerce Payment Services for a limited period of time for scheduled technical maintenance works and upgrades. To the extent possible, Payver carries out such work during the night.
5.6. Where circumstances dictate, Payver may initiate an emergency outage to apply necessary corrective and maintenance works without prior notice to prevent threats to the system’s
security or to prevent greater losses.
5.7. In case of unplanned outages, an investigation begins from when Payver learned of the outage.
5.8. During the conducting of the technical maintenance works and improvements, the performance of the obligations owed by Payver arising from the Agreement will be suspended.
5.9. Payver has the right to take unilateral decision to suspend the Services in full or partly with immediate effect by giving the Merchant notice thereof if:
5.10. If violations of the provisions of the Agreement (including these Terms and Conditions), Specification and / or the Card Acceptance Requirements are identified, Payver shall have the right to suspend the Card Payment and/or E-payment acceptance on the E-Shop and suspend any settlements for the Transactions.
5.11. If the Service is suspended and the Merchant eliminates the cause of the suspension Payver restores the Service within seven (7) working days as from date when Payver has been
able to verify that the deficiencies have been remedied upon receipt of the Merchant’s written notice.
6.1. Payver provides Card payment acceptance at the E-shop for international payment System VISA and Mastercard issued cards.
6.2. The Merchant shall accept the Cards that are valid as a non-cash payment means for payment for goods / services at the prices which, at the time of the Transaction, are not higher
than those set for other types of payment methods in the E-shop.
6.3. When processing the Transaction, the Merchant in E-shop shall specify the Transaction amount in the acceptance currency of the Agreement (in case of special conditions) and/or on the Payver website.
6.4. The Merchant must not:
6.5. Payver shall review the Merchant’s complaint regarding the Transaction if the Merchant have submitted to Payver
7.1. The Merchant shall provide Payver with all assistance in resolving Cardholders disputes arising from Transactions to the extent necessary at the discretion of Payver.
7.2. Should the Merchant be willing to dispute the Chargeback, the Merchant shall cover all the expenses arising from the dispute. The said expenses shall be deducted from the Account, or else the Merchant shall transfer them to an account specified by Payver. Payver shall forward the Chargebacks submitted by the Merchant to dispute the Chargeback only if the Merchant has previously approved in writing the payment of the above- mentioned expenses.
7.3. Payver may delay the transferring of the Transaction amount for which an additional verification is required under the Card Acceptance Requirements, to the Merchant for up to 30 (thirty) days by notifying the Merchant thereof in writing, if necessary. If Payver has already transferred funds for the verifiable Transaction, Payver has the right to withhold the transfers for subsequent Transactions in the amount of the verifiable Transaction for up to 30(thirty) days.
7.4. Payver may withhold the transfers to the Merchant for up to 180 (one hundred and eighty) days for the Transaction amounts for which substantiated Chargebacks have been filed under the Card Acceptance Requirements, as well as for the Transaction amounts for which within 30 (thirty) days of sending the relevant request to the Merchant Payver has not received the copies of the original documents supporting the relevant Transaction.
7.5. If the ratio of the total number of Chargebacks against the Merchant’s monthly Transactions is greater than 1% (one percent) for one full months, and / or 30 (thirty) of the
Chargebacks per month, or the amount of fraudulent Transactions conducted via the Cards exceeds 3 000 USD (three thousand US dollars) and/or 3% (three percent) of the total amount of Transactions for the current month, Payver may report the possible fraudulent activity on the part of the Merchant to the International Card Organizations, as well as may withhold funds from the account in the amount that corresponds to the amount of the fine imposed by the said organisations, without seeking separate consent from the Merchant.
7.6. If the ratio of the total number of Chargebacks or fraudulent transactions exceeds at least one of the parameters described in clause 7.5, Payver may require the Merchant to provide an Action Plan to improve payment statistics within five (5) days.
7.7. If the ratio of the total number of Chargebacks or fraudulent transactions exceeds at least one of the parameters described in clause 7.5 and the Merchant is not providing an sufficient Action Plan and/or the Merchant’s action damages the reputation of Payver, Payver may suspend, with immediate effect, the acceptance of Cards, the processing of Transactions and/or Refunds and the transfer of Transaction Amounts until all the circumstances are clarified to the Payver satisfaction.
8.1. At the request of the Merchant, Payver shall provide consultations to the Merchant regarding the Service (including Card and/or E-payment acceptance on the E-Shop) by it-self
or via Technical Partner. Payver is entitled to charge a fee for such consultation subject to prior approval of the fee with the Merchant.
8.2. Payver may, at its discretion, unilaterally impose an obligation on the Merchant to deposit funds with Payver in the amount determined by Payver for securing financial claims and losses related to the Transactions. Payver shall determine the amount of such deposit, the procedure and terms and conditions of depositing thereof, considering the volume and risks of the Transactions conducted by the Merchant. If the Merchant has not made the said deposit within the deadline set by Payver, Payver has the right to stop respective Services and/or terminate the Agreement with an immediate effect.
8.3. Payver is entitled to publish or make available the information about the E-Shops (the electronic addresses of the E-Shop, the names of the E-Shop) accepting the Card Payments.
8.4. The Merchant shall ensure in the E-Shop the following information in a clear, direct, and permanently available manner:
8.5. The Merchant may inform the Cardholders of the inter-bank commission fee and the service charges applicable to the Cards issued in the European Union.
8.6. To the extent necessary, the Merchant shall duly familiarise its employees responsible for the performance of the Agreement with the provisions thereof, the Card Acceptance
Requirements, any documents indicated in the Section 2 of the Terms and Conditions and any changes thereto.
8.7. The Merchant shall immediately notify Payver of any such activities with Cards, which cause suspicion that the activities may be directly or indirectly related to a criminal offence or
an attempt thereof.
8.8. The Merchant may not disclose any such information, which relates to the special provisions of the Agreement, the Card Acceptance Requirements, and the Cardholders and
Customers to third parties.
8.9. The Merchant is prohibited from offering such goods / services in the E-Shop, which have not been agreed with Payver in writing.
8.10. The Merchant is prohibited from accumulating and / or disclosing any information to third parties about the Transactions and the data related thereto (including data on the
Cardholder, the Card number, the Card validity term), as well as any other information related to Card acceptance, Cardholders, Customers’ Transactions. The said obligation of the
Merchant shall be valid for an indefinite period also after the Agreement has been terminated or expired.
8.11. The Merchant is not entitled to assign wholly or in part its rights (or obligations) under the Agreement to another party.
9.1. The Merchant shall pay commission fees and other charges for the services related to the Card Payment and/or E-payment acceptance on the E-Shop accordance with the Agreement and the Price List.
9.2. Payver has the right to debit the fees from the respective account according to the Agreement without an additional consent of the Merchant. If the funds in the fee account are
insufficient, Payver has a right to debit arrears from other current accounts of the Merchant at Payver.
9.3. In case the Agreement has been terminated during the month, fixed commission fees paid by Merchant shall not be refunded regardless of which party terminates the Agreement or basis of such termination.
9.4. The commission fees payable by the Merchant to Payver include Card Payment inter-bank fees as well as the commission fees charged by the International Card Organizations. The
indicative amounts of these fees are available on the website https://payver.io
9.5. Not later than within 5 (five) working days after conducting the Transaction and sending the data for processing, Payver shall transfer the relevant amount of money to the Account after withholding the fees related to Card acceptance in the E-shop. The amount of fees withheld by Payver shall be specified in the Statement.
9.6. The Merchant irrevocably instructs Payver to deduct from the Account or from the funds to be transferred to the Merchant from the Payver, without any further approval or
authorisation, an amount associated with the processing of the disputed Transaction and provision of information to the Card issuing bank, including but not limited to following
situations:
9.6.1. in case of Chargebacks, when the Transactions conducted by the Cardholders are doubted and the Cardholder disputes the Transaction, and the Card issuing bank requests
information regarding the Transaction;
9.6.2. pursuant to the payment request of the Card issuing bank regarding the payment to be refunded to the Merchant and the refund whereof has been confirmed by the Merchant.
10.1. The parties shall be mutually responsible in accordance with the laws and regulations of the England and Wales (UK) for non-performance in full or in part or improper performance of contractual obligations if the cause thereof is inattention or carelessness, intentional action or omission of the party, its employees, engaged sub-contractors, specialists or consultants.
10.2. Payver is not liable for settlements between Customer’s account holding or servicing institution and the Merchant.
10.3. Payver is not liable for any Service outages or lack of availability caused by the circumstances beyond Payver’s control. Such circumstances include, but are not limited to, for
example, faults and/or computer viruses in the Merchant’s system, third-party IT solutions or data communications, faults or disruptions as a result of the quality of the Internet and
telecommunication services, force majeure, etc.
10.4. The Merchant shall fully compensate for all the losses incurred by Payver and third parties owing to the fact that the Merchant, when accepting payments, processing Transaction data, and/or that the sub-contractor engaged by the Merchant, when carrying out the relevant activities aimed at performing the Agreement, had not complied with the Agreement, the Card Acceptance Requirements or other binding requirements indicated in Section 2 of the Terms and Conditions.
10.5. The Merchant shall be liable for any errors made by its employees and the employees of its subcontractors when accepting Card Payments and processing Transaction data.
10.6. The Merchant shall be liable for the losses (including but not limited to the amounts paid by Payver on behalf of the Cardholder for goods / services) incurred by Payver, if the Merchant has disclosed information about the Transaction or information related to it (including data of Cardholders and Customers) to any third party or has used the information at its disposal fraudulently.
10.7. The Merchant shall be financially liable for all such amounts, for which Card have been accepted as a payment means for the commercial activities carried out by third parties, i.e.,
covering amounts for the goods sold and / or services provided, as well as for penalties calculated by the International Card Organization in this regard.
10.8. The Merchant shall be liable for accepting the Card for any unlawful purposes, including for processing Transactions for such goods or services, which are prohibited under applicable laws and regulations of the England and Wales and / or the European Union.
10.9. The Merchant is liable for any incurred damages associated with claims, fines, and other remedies in relation to non-authorized underlaying Transactions, if such Transaction are
initiated by Merchant or using its environments.
10.10. Termination of the Agreement shall not affect the collectability or satisfaction of monetary claims that have arisen prior to the termination of this Agreement.
10.11. Payver bears no responsibility for revenue forgone or other loss and damage that the Merchant has sustained in relation to the suspension of the Service or termination of the
Agreement regardless the reason for such suspension or termination.
11.1. This Agreement is governed by and is to be construed in accordance with the laws of England and Wales.
11.2. In carrying out any activity under this Agreement, the Parties shall observe the laws of England and Wales and the Rules of the International Payment Systems. In case of
discrepancies between the laws of England and Wales and the Rules of the International Payment Systems, the laws of England and Wales shall prevail.
11.3. In the first instance, the Merchant shall raise any complaint relating to the services provided under this Agreement with the Payver.
11.4. The Parties shall endeavour to settle all disputes and discrepancies arising from this Agreement and relating to execution, validity, and abrogation of this Agreement via negotiations. If such negotiations last for more than 22 (twenty-two), Business Days, this dispute and discrepancy shall be submitted, at the discretion of either Party, to the Courts of
England and Wales.
12.1. Each Party shall be exempted from liability for total or partial non-performance of its obligations, as well as for improper performance of its obligations under this Agreement, if
such failure resulted from any event beyond its reasonable control (including acts of God, fires, explosions, accident, floods, earthquakes, storms, embargoes, strikes, lock-outs, labour
disputes, epidemic, war, acts of terrorism or nuclear disaster) (an “Event of Force Majeure”).
12.2. At the commencement and cessation of an Event of Force Majeure, the Party whose performance is impeded shall immediately, and not later than 3 (three) Business Days after becoming aware of the Event of Force Majeure, inform the other Party about the Event of Force Majeure, giving evidence of the existence of that Event of Force Majeure and its impact on that Party’s ability to perform.
12.3. If a Party fails to give timely notice under Clause 12.2, that Party shall be liable to the other Party for any damages caused to the other Party by the absence of, or delay in, the
notification.
12.4. The Party whose performance is impeded by an Event of Force Majeure shall be excused from performing to the extent that its obligations were directly influenced by the Event of Force Majeure and the other Party shall not be obliged to pay for services under this Agreement which are not delivered; all obligations which are unaffected by that Event of Force Majeure shall continue to be subject to proper performance in accordance with this Agreement.
12.5. A Party whose performance is impeded by an Event of Force Majeure shall take all reasonable measures to eliminate that Event of Force Majeure and its consequences.
12.6. If an Event of Force Majeure or its consequences last for more than 20 (twenty) calendar days, the Parties shall cooperate with the aim of amending those provisions in this Agreement which were affected by that Event of Force Majeure. If such written agreement is not reached within the next following 5 (five) calendar days, any Party may give 5 (five) calendar days’ notice in writing to the other unilaterally suspending its performance under this Agreement.
13.1. Each Party shall treat Confidential Information as strictly confidential and neither Party shall disclose Confidential Information without the written consent of the other Party, except
as permitted by Clauses 10.2 to 10.4 or as may be agreed between the Parties from time to time.
13.2. Each Party shall be entitled to disclose Confidential Information without prior notice to the other:
13.3. The Payver is entitled to disclose Confidential Information about the Merchant to the International Payment Systems in accordance with the Rules of the International Payment
Systems.
13.4. Each of the Parties shall be entitled to disclose the fact of signing this Agreement without prior notice to the other.
13.5. The obligations in this Clause 10 shall survive the termination or expiration of this Agreement.
14.2. Each party has a right to terminate the Agreement until aterally by giving a notice at least 30 (thirty) days in advance to the other party.
14.3. Payver may unilaterally terminate the Agreement pursuant to the procedure set forth in Payver’s General Business Terms and Conditions.
14.4. Payver has the right without sending a written notice the Merchant unilaterally terminate the Agreement with immediate effect if:
14.5. In the cases referred above in Paragraph 11.4 and its sub-Paragraphs, the Agreement shall be considered to be terminated without any further agreement.
14.6. Any and all amendments, supplements or appendices to the Agreement shall be deemed an integral part of the Agreement and shall be binding on the parties from the moment of signature hereof.
14.7. Payver shall have the right to unilateral amendment of these Terms and Conditions according to the procedure and terms set out in Payver’s General Business Terms and
Conditions.
14.8. The law effective in the England and Wales shall apply to the Agreement. Any disputes between Payver and the Merchant shall be resolved pursuant to Payver’s General business
terms and conditions.
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