v.05.02.2019
  1. 1.SCOPE OF THESE BUSINESS TERMS
    1. 1.1. These Business Terms provide specific regulation for certain aspects of provision of the Services for Business Clients.
    2. 1.2. These Business Terms form a part of the Agreement that governs relationship between you and Payoma. All other parts of the Agreement remain applicable. Any contradictions between these Business Terms and the other parts of the Agreement are solved as laid down in the Terms (Clause 2.6 of the Terms).
    3. 1.3. Neither these Business Terms nor other parts of the Agreement:
      1. 1.3.1. Provide regulations for card processing services Payoma provide to merchants under separate bank card processing service agreements,
      2. 1.3.2. Replace, substitute or supplement bank card processing service agreements in any aspect, related to provision of the card processing services.

The card processing services referred in this Clause 1.3 are the services:

      1. 1.3.3. On processing of payments using cards that Customers use to pay for the Client goods and/or services,
      2. 1.3.4. On processing of payments using cards of the Customers when the Client needs to pay money to the Customers,
      3. 1.3.5. Any secondary, derivative, auxiliary services or services otherwise related to the services set out in Clauses 1.3.3 and 1.3.4 above.


  1. 2.GENERAL PROVISIONS
    1. 2.1. You understand and accept that we operate solely as a payment intermediary and that we:
      1. 2.1.1. Under no circumstances function as a seller, buyer, agent or any other distributor of the Goods, and
      2. 2.1.2. Make no representations or warranties and do not ensure the quality, safety or legality of the Goods.
    2. 2.2. We will not be a party to and will not be in any way bound by any agreement between the you and your Customers. We will not be a party to any dispute between you and your Customer including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Goods
    3. 2.3. You are aware that the fact that you have received a payment via any of the Services (Payoma Account, IBAN Account or any other) does not mean that this payment is final and cannot be Charged back. If a payment was Charged back, you are liable to us for the full amount of the Charged back payment and any Fees related to the Chargeback.


  1. 3.PROVISION OF INFORMATION AND/OR DOCUMENTS
    1. 3.1. Payoma will be entitled to:
      1. 3.1.1. Request the Client to provide any compliance information related to the Client, inter alia information concerning Client corporate structure, shareholders, management, ultimate beneficiaries, the Goods, the Client Information Resource, any particular transaction(s) and other compliance of the Client with requirements of the Applicable Law. The particular information to be provided and the deadline will be determined by Payoma.
      2. 3.1.2. Request the Client to provide or update as follows on any particular Customer:
        1. 3.1.2.1. Government-issued photo identification document copy (e.g. government-issued passport or identification card), and
        2. 3.1.2.2. Utility bill (e.g. electricity, telephone, etc.) or bank statement dated within the last 3 (three) months, showing registered name, permanent residential and mailing address, and
        3. 3.1.2.3. Any other relevant compliance information and documents as defined by Payoma.

The Client will provide to Payoma the information requested in no more than 48 (forty-eight) hours.

      1. 3.1.3. Request the Client to provide or update the following information and documents on any particular transaction(s):
        1. 3.1.3.1. Detailed description of the transaction(s) in question, and/or
        2. 3.1.3.2. Initial document(s) of the transaction (e.g. agreement), and/or
        3. 3.1.3.3. Any other document(s) related to the transaction (e.g. invoices), and/or
        4. 3.1.3.4. Any other document(s) and/or information confirming compliance of the transaction to the provisions of the Applicable Law, and/or
        5. 3.1.3.5. Any other document(s) and/or information related to the fact that the transaction took place in reality.

The particular information and documents to be provided and the deadline will be determined by Payoma.

      1. 3.1.4. Request the Client to provide any other compliance information (other than set out Clauses 3.1.2 and 3.1.3 of these Business Terms) on any particular Customer and/or transaction. The particular information to be provided and the deadline will be determined by Payoma. Where requested information is not on the Client disposal the Client will promptly collect it (e.g. by requesting it from the Customer in question) and deliver it to Payoma.

The Client will promptly notify Payoma if the Client is unable to meet the deadline, its reasons for doing so and the expected time of delivery of the information requested.

The Client will promptly notify Payoma if the Client is unable to collect the requested compliance information, and in that notice the Client will provide:

        1. 3.1.4.1. Meaningful explanation as to why the Client was unable to collect the requested information,
        2. 3.1.4.2. What steps the Client has taken to collect the requested information,
        3. 3.1.4.3. What steps the Client has taken to prevent reoccurrence of similar cases in the future. If the Client has improved internal procedures and policies of the Client Payoma may request to provide copies of these updated procedures and policies.

For the avoidance of doubt: provision of the notice on inability to collect the requested compliance information will not automatically release the Client from liability for non-provision of the requested compliance information. The Client may be released from liability for non-provision of the requested compliance information only provided the Client has done all everything reasonably possible to (a) timely prevent this situation from occurring, (b) to collect the requested information and (c) prevent reoccurrence of similar cases in the future.

      1. 3.1.5. Request the Client to improve certain aspects of its operations related to performance of this Agreement (e.g. concerning sale of the Goods via the Client Information Resource, collecting necessary minimum of information regarding Customers and transactions etc.). The deadline for improvement will be determined by Payoma and it will be reasonable.

For the avoidance of doubt: Payoma may make requests for improvement set out in this Clause 3.1.5 irrespective of the fact if any of transactions concerned were Charged back, or disputed, or if any supervising authority has applied a fine related to the aspect of the Client operations in question.

For the avoidance of doubt: Payoma is under no obligation to request improvement or to perform checks of operations of the Client that may lead to such request. Therefore, if Payoma has made no requests the Client may not deduct therefrom that no aspects of its operations require improvement. Analogously if Payoma made some requests for improvement the Client may not rely that these requests are exhaustive, and no other aspect of its operations requires improvement.

    1. 3.2. The Client grants Payoma right to access the Client Information Resource for the purpose of conducting checks and searches in order to investigate the accuracy of information contained in the Client Information Resource in relation to the Services. Payoma will be under no obligation to conduct such checks and searches and any such checks and searches under no circumstances will be deemed an approval of any contents of the Client Information Resource.


  1. 4.DUTIES OF THE CLIENT

You will:

    1. 4.1. Embed (where applicable and if needed) and operate the Services in the Client Information Resource as instructed by Payoma.
    2. 4.2. Ensure the Customers use the Services as permitted and instructed by Payoma.
    3. 4.3. Sell the Goods and otherwise operate the Client Information Resource in bona fide and legal manner, duly performing your duties related thereto. Inter alia you will ensure that:
      1. 4.3.1. The Goods are:
        1. 4.3.1.1. Bona fide advertised, and
        2. 4.3.1.2. Actually sold, and
        3. 4.3.1.3. Properly delivered (where applicable), and
        4. 4.3.1.4. Meet their description in the Client Information Resource.
      2. 4.3.2. You are duly identified on the Client Information Resource publishing true, sufficiently detailed and exhaustive information as to your identity and contact information (inter alia your business name, country of registration, address, email address(es) etc.).
    4. 4.4. Duly perform its corporate, compliance, AML, know your customer, tax, competition and other duties and otherwise act in accordance with the laws applicable to you.
    5. 4.5. Without delay notify Payoma on any changes to or related to:
      1. 4.5.1. Your corporate structure, shareholders, management, ultimate beneficiaries,
      2. 4.5.2. Your bank details,
      3. 4.5.3. Aspects of the Goods that do not qualify under Clause 4.6 of these Business Terms as subjects to advance notification,
      4. 4.5.4. Any material claims, actions or proceedings initiated against you or you being subject to, that relate to operations of the Client Information Resource,
      5. 4.5.5. Other information about you and the Client Information Resource,
      6. 4.5.6. Other information you have provided to Payoma under this Agreement,
      7. 4.5.7. Any other information that is or might be relevant to performance of this Agreement.
    6. 4.6. No less than 1 (one) month in advance inform Payoma on any intended change of types of Goods (e.g. on introduction of new categories of the Goods) you are selling via the Client Information Resource. During this period you will not implement the notified changes. Payoma will notify you on our approval or disapproval of the notified changes.

If Payoma approves the notified changes you are entitled to implement the changes once the approval is received (unless it is set out otherwise in the approval) and to offer use of the Services in respect of such Goods.

If Payoma disapproves the notified changes you will not offer use of the Services in respect of such Goods. The Agreement will remain operational in respect of the Goods approved before notification of these changes.

If Payoma fails to notify you on our approval or disapproval of the notified changes in the term set out in this Clause 4.6 it will be presumed that Payoma has approved the notified changes unless later on Payoma will notify you otherwise.

    1. 4.7. Collect, update and, upon request of Payoma, provide to Payoma at least the following information for each and every Customer:
      1. 4.7.1. Government-issued photo identification document copy (e.g. government-issued passport or identification card), and
      2. 4.7.2. Utility bill (e.g. electricity, telephone, etc.) or bank statement dated within the last three months, showing registered name, permanent residential and mailing address, and
      3. 4.7.3. Any other relevant compliance information and documents as defined by Payoma.
    2. 4.8. Report to Payoma the improvements made upon request of Payoma (Clause 3.1.5 of these Business Terms) inter alia indicating the particular improvement measures taken.
    3. 4.9. Proactively co-operate with Payoma to investigate any suspected illegal, fraudulent or non-compliant transaction or activity.
    4. 4.10.You hereby authorise and consent to Payoma obtaining credit and financial information relating to you from any Third Parties and to undertake credit and your financial reviews at Payoma sole discretion.


  1. 5.LIMITS, RESERVES AND HOLDS
    1. 5.1. As further clarification of possible grounds for us to apply limits and/or reserves and/or holds to the Services provided in Clauses 4.5-4.8 of the Terms limits and/or reserves and/or holds may be applied inter alia but not limited to any of the cases as follows:
      1. 5.1.1. There is a risk of you ceasing or transferring your business or a substantial part thereof, or
      2. 5.1.2. There is a risk of you materially altering the nature of your business, or
      3. 5.1.3. If your business activities have above average Chargeback risk, or
      4. 5.1.4. Your overall financial standing, or
      5. 5.1.5. The risk of you becoming insolvent or otherwise unable to pay debts as they fall due, or
      6. 5.1.6. We have received above average number of Customers’ complaints, fines, penalties or other liabilities related to your activities, or
      7. 5.1.7. We reasonably believe that you will not be able to perform your obligations under this Agreement, or
      8. 5.1.8. You have failed to provide the information and/or documents we have requested you to provide within a deadline we have set, or
      9. 5.1.9. You have failed to provide us with the information and/or documents you were under obligation to provide upon your own initiative, or
      10. 5.1.10. You have otherwise failed to cooperate with us in performing the Agreement.
    2. 5.2. All the funds on all of our Services you use are considered pledged to securitize all and any of your liabilities and duties to us.


  1. 6.INACTIVE ACCOUNT
    1. 6.1. If your Payoma Account became Inactive Account, without prejudice to any other rights we have under this Agreement, inter alia to our right to terminate the Agreement as set out in Clause 12.1.5 of these Business Terms, we may charge you:
      1. 6.1.1. An increased monthly Fee for maintaining your Payoma Account, and/or
      2. 6.1.2. An interest at the rate set out in the List of the Fees from the total outstanding balance of your Payoma Account.

For the avoidance of doubt: the total outstanding balance of your Payoma Account is the total of balances of all Services you have used (e-Wallets, IBAN Account etc.).

    1. 6.2. The negative consequences of your Payoma Account being Inactive Account as laid down in Clause 6.1 of these Business Terms cease to exist once your Payoma Account ceases to be Inactive Account.


  1. 7.REPRESENTATIONS AND WARRANTIES

Representations and warranties of Payoma

    1. 7.1. We represent and warrant:
      1. 7.1.1. We have full capacity to enter the Agreement, and
      2. 7.1.2. We are properly registered and authorised to provide the Services.

Representations and warranties of the Client

    1. 7.2. You represent and warrant:
      1. 7.2.1. You have full capacity to enter this Agreement, and
      2. 7.2.2. As for the date of this Agreement you meet all the requirements set out in the Agreement (inter alia Clause 4.3, 4.4 et al of these Business Terms), and
      3. 7.2.3. That you understand that we are not a banking institution and therefore we are not subject of any guarantee scheme of deposited funds, and
      4. 7.2.4. That you understand that during the course of performance of the Agreement we may be under obligation from time to time to request various compliance information and documents. Such requests are to be processed and the requested information and documents are to be provided as soon as possible and in any case within deadlines we will determine. Failure to do so will highly likely constitute breach of this Agreement so material that will cause stop of all transactions under the Agreement, freezing of funds and termination of the Agreement.


  1. 8.NON-DISCLOSURE

Confidentiality

    1. 8.1. Both Parties as potential Recipient Parties on behalf of themselves and their Other Persons agree that neither Recipient Party nor any of its Other Persons will within the term set out in Clause 8.4 of these Business Terms without prior consent of the respective Disclosing Party in writing disclose Confidential Information to any Third Party.

The Other Persons

    1. 8.2. The Parties will inform their Other Persons that Confidential Information is confidential in accordance with the terms of the Agreement. The Parties will take actions to ensure that the Other Persons treat Confidential Information in accordance with the provisions of this Agreement.
    2. 8.3. Recipient Parties involve in work with the Confidential Information reasonably minimal number of Other Persons (on a ‘need to know’ basis).

The Term of Confidentiality

    1. 8.4. The confidentiality duties will remain effective while the Agreement itself is effective and for 5 (five) years thereafter.

Forced disclosure

    1. 8.5. A Recipient Party is permitted to disclose Confidential Information contrary to provisions of this Agreement provided it is required to do so by mandatory provisions of the Applicable Law.

Special provisions concerning Payoma

    1. 8.6. We may be required and will be entitled to disclose some or all of the Confidential Information concerning you to authorised government authorities, regulators, other participants of the payment systems and our auditors, insurers and professional advisers.

For the avoidance of doubt: disclosure of the Confidential Information as permitted by this Clause 8.6 serves inter alia to protect the bona fide Client from allegations on illegal origin (money laundering) and illegal use (e.g. terrorism financing) of monies.

    1. 8.7. We will be entitled to disclose reasonably adequate amount of the Confidential Information to our and/or your business partners or any other Third Party provided you are in breach of the Agreement and such disclosure is aimed or facilitates protection of rights and legal interests of Payoma under the Applicable Law or prevents or might prevent illegal, non-compliant or improper actions of the Client in respect of that Third Party or Third Parties in any way related to the first Third Party.


  1. 9.PERSONAL DATA
    1. 9.1. Each Party, when acting as data processor, shall process personal data in accordance with the Applicable Law and European Union General Data Protection Regulation.
    2. 9.2. Where one Party acts as the data processor of personal data processed by the other Party as data controller, the data processor will follow the data controller reasonable instructions with regards to the personal data processed, provided such instructions do not contradict provisions of this Agreement or the Applicable Law.
    3. 9.3. The Client will implement and operate necessary solutions to procure all necessary consents from Customers when they are to provide the Client with any personal data.


  1. 10.LIABILITY

General liability

    1. 10.1. Each Party, subject to limitations set out in the Agreement, will be liable for any failure to perform or breach of its duties agreed in the Agreement (inter alia for its failure to warrant its representations made in the Agreement), provided such failure happened due to its wilful intent or gross negligence unless the Agreement provides otherwise.
    2. 10.2. Without prejudice to Clause 10.1 of these Business Terms the Client will be explicitly liable for any damage or loss (also in form of a penalty or a fine) caused to (imposed upon) Third Parties due to the Client failure to fulfil provisions of this Agreement.

No indirect or consequential damages

    1. 10.3. Without prejudice to Clause 10.2 of these Business Terms neither Party will be liable for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or Third Party loss whether foreseeable or otherwise.

Duty to compensate

    1. 10.4. The Party liable for any failure or breach (as indicated in Clause 10.1 of these Business Terms) shall compensate, subject to limitations set out in this Agreement, the injured Party:
      1. 10.4.1. All confirmed damages and losses that are connected to that failure or breach, and
      2. 10.4.2. All reasonable costs connected to that failure or breach.

Late payment interest

    1. 10.5. In respect of overdue payments, we have the right to charge you interest in the amount of 10% above Bank of England Official Bank Rate (base rate) (accruing daily).

Guarantee and Indemnity

    1. 10.6. The Client agrees to indemnify and keep indemnified and harmless Payoma and each of its Other Persons in full upon receipt of Payoma written demand from and against all and any losses, costs, claims, liabilities, fines, penalties, damages, demands, expenses or any other monetary duties suffered or incurred by Payoma and/or Other Persons arising out of, or in connection with, the Agreement not being recoverable for any reason.

Limitation of liability of Payoma

    1. 10.7. Payoma will not be liable for the damages and/or losses of the Client caused by:
      1. 10.7.1. Performance of the Agreement, inter alia by Payoma exercising its rights under the Agreement, or
      2. 10.7.2. Third Parties inter alia by payment systems participants, or
      3. 10.7.3. Hardware, software or Internet connection not functioning properly, or
      4. 10.7.4. Any failure of Payoma to perform its duties under the Agreement if such failure is caused by failure of a Third Party inter alia of a payment systems participant, or
      5. 10.7.5. Any failure of the Client to comply with the Applicable Law, or
      6. 10.7.6. Any deals of the Client with Customers or with any other Third Parties.
    2. 10.8. The aggregate liability of Payoma in contract, tort, negligence or otherwise arising out of or in connection with this Agreement in any consecutive period of 12 (twelve) months from the date of this Agreement will not exceed the lower of the following
      1. 10.8.1. 10,000.00 EUR, or
      2. 10.8.2. The total of the Fees received by Payoma from the Client during the previous 12 months period.

Release from liability – Force Majeure

    1. 10.9. A Party will not be liable for failure to perform its duties if such failure is caused by Force Majeure, provided the first Party has notified the other Party on the Force Majeure no later than in 5 (five) business days. Notifying on the Force Majeure the first Party indicates:
      1. 10.9.1. The nature of the Force Majeure, and
      2. 10.9.2. The duties of the first Party that are prevented from being fulfilled by the Force Majeure, and
      3. 10.9.3. Expected duration of the Force Majeure (if possible to forecast).
    2. 10.10. A Party cannot rely on Force Majeure as a reason for release from liability if it has failed to notify the other Party on the Force Majeure as provided above (Clause 10.9 of these Business Terms).

Liability of Payoma if Payoma has outsourced some of its duties under this Agreement

    1. 10.11. Outsourcing by Payoma its duties under this Agreement will not reduce or cancel liability of Payoma to the Client for performance of the duties of Payoma under this Agreement. The Third Party or Third Parties to whom such duties were outsourced will have no liability under this Agreement.

No exclusion of liability in certain cases

    1. 10.12.Nothing in this Agreement will operate to exclude or restrict a Party’s liability
      1. 10.12.1.For fraud and fraudulent misrepresentation, and
      2. 10.12.2.For death or personal injury due to negligence, and
      3. 10.12.3.For payments pursuant to Clause 2.3 of these Business Terms, payment of the Fees and payment on mending negative balance under Clauses 4.11 and 4.12 of the Terms, and
      4. 10.12.4.For wilful and malicious misconduct, and
      5. 10.12.5.For damage to real or tangible personal property, and
      6. 10.12.6.To the extent that such exclusion or restriction is prohibited under the Applicable Law.


  1. 11.CHANGES TO THE AGREEMENT
    1. 11.1. We may at any time at our sole discretion revise the Agreement, including these Business Terms.
    2. 11.2. We will give you a notice on any proposed change to the Agreement.
    3. 11.3. The changes to the Agreement will become effective:
      1. 11.3.1. If you are a Micro-Enterprise or Small Charity, the changes that are neutral or make the Agreement less favourable to you will come into effect 2 (two) months after the date the change notice is deemed received by you, unless you have given us notice that you object to the proposed changes before the changes come into effect.
      2. 11.3.2. If you are not a Micro-Enterprise or Small Charity, the changes that are neutral or make the Agreement less favourable to you will come into effect 2 (two) weeks after the date the change notice is deemed received by you, unless you have given us notice that you object to the proposed changes before the changes come into effect.
      3. 11.3.3. The changes that are neutral or make the Agreement less favourable to you may come into effect immediately if:
        1. 11.3.3.1. It is provided by the Applicable Law, or
        2. 11.3.3.2. We are required to do so by a competent authority, or
        3. 11.3.3.3. It is necessary to cure material and eminent threat of use of our Services for illegal purpose, or
        4. 11.3.3.4. There is another objective material reason for doing so.
      4. 11.3.4. The changes that make the Agreement more favourable to you shall come into effect immediately unless otherwise indicated in the respective notice.
    4. 11.4. If you object to the changes to the Agreement, these changes will not apply to you except for the case laid down in Clause 11.3.3.3 of these Business Terms. However, such objection will constitute a notice by you to terminate the Agreement and all the Services with immediate effect. The Services will be terminated in accordance with the provisions of the Terms (Clause 19 of the Terms).


  1. 12.TERMINATION AND SUSPENSION

Termination of your Payoma Account or only a part of the Services

    1. 12.1. In addition to the cases laid down in Clause 19.5 of the Terms we may at any time terminate your Payoma Account or only a part of the Services without notice if any of the following have or in our sole discretion may reasonably become true:
      1. 12.1.1. You have breached any of your duties under this Agreement or any part thereof, or
      2. 12.1.2. Termination of this Agreement is requested by a supervising financial service authority or any other competent authority we are subject to, or
      3. 12.1.3. You have made such changes in your operations and/or Goods that in our sole discretion make continuation of the Agreement impossible, or
      4. 12.1.4. Any of the transactions you have made is suspicious, unauthorised or fraudulent, including without limitation in relation to AML/CTF breach, fraud or other illegal activities, or
      5. 12.1.5. Your Payoma Account is Inactive Account for no less than 5 (five) consecutive months, or
      6. 12.1.6. You are or reasonably may become subject to insolvency, liquidation, winding up, bankruptcy, administration, receivership, dissolution or similar procedure, or
      7. 12.1.7. You will not be unable to fulfil your agreements with Customers on a larger scale, or
      8. 12.1.8. You have undergone material corporate change (shareholders, management, licencing etc.).
    2. 12.2. If you are a Micro-Enterprise or Small Charity, we may terminate all or part of the Services (including your Payoma Account) without any specific reason by giving you 2 (two) months prior notice.
    3. 12.3. If you are not a Micro-Enterprise or Small Charity, we may terminate all or part of the Services (including your Payoma Account) without any specific reason by giving you 2 (two) weeks prior notice.

Consequences of termination of your Payoma Account

    1. 12.4. If at the moment your Payoma Account is terminated the total balance of your Payoma Account is positive, the consequences laid down in Clause 6.1 of these Business Terms (that for Inactive Account) immediately apply until all of the outstanding balance is withdrawn.
    2. 12.5. After your Payoma Account is terminated the outstanding balance of your Payoma Account can be withdrawn as provided in the Agreement with the following exceptions:
      1. 12.5.1. The funds may be withdrawn using bank transfer only, and
      2. 12.5.2. The fund may be transferred only to the Client herself.

For the avoidance of doubt: transferring funds only to the Client herself means that the payee of respective payment to be made can be only the Client, i.e. the payee bank account must be opened in the name of the Client. No payments to Third Party bank accounts will be permitted.

Suspension of provision of the Services

    1. 12.6. In addition to the cases laid down in Clause 20.1 of the Terms we may suspend provision of all or part of the Services to you or otherwise restrict their functionality in the way we deem fit in any of the cases laid down in Clause 12.1 of these Business Terms as an alternative or intermediate measure. 

For the avoidance of doubt: this Clause 12.6 means that if there’s reason for us to terminate your Payoma Account or only a part of the Services we may suspend or restrict these either instead of termination or suspend or restrict all or part of the Services (for example to gather additional information) and later on terminate your Payoma Account or only a part of the Services if we deem it fit.


  1. 13.OTHER PROVISIONS

Relationship of the Parties

    1. 13.1. The Client and Payoma are independent contractors under the Agreement, and nothing in the Agreement will be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into agreements of any kind on behalf of the other or otherwise to bind the other Party.

Non-solicitation of employees

    1. 13.2. You undertake that for the term of the Agreement and a period of 6 (six) months thereafter you will not on your own behalf or on behalf of any Third Party directly or indirectly canvass, solicit or endeavour to entice away from Payoma or an associated company any person who has at any time during the term of this Agreement been employed or engaged by Payoma or an associated company.

Assignment

    1. 13.3. We are entitled to assign and transfer none of our rights and duties under the Agreement, except for assignment of your debt (if any). Such assignment is subject to a written notice to you.
    2. 13.4. We are entitled to outsource performance of some of our duties under the Agreement to any Third Party or Third Parties.
    3. 13.5. You are entitled to assign and transfer none of your rights and duties under the Agreement.

Entire Agreement

    1. 13.6. The Agreement including all parts thereof and other documents referred to therein, represents the entire agreement of the Parties in relation to its subject matter.
    2. 13.7. Each Party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in the Agreement and, save as expressly set out in the Agreement, neither Party will have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.


  1. 14.THE APPLICABLE LAW
    1. 14.1. The primary Applicable Law for the purpose of this Agreement is English law.
    2. 14.2. The Parties or their certain activities related to this Agreement highly likely will be subject to laws of other jurisdictions and therefore such laws may become the Applicable Law for each particular case.
    3. 14.3. Rules of payment systems applicable to activities of Payoma or performance of particular transactions will always be considered a part of the Applicable Law irrespective of the fact which jurisdiction laws are applicable in each particular case.


  1. 15.DEFINITIONS

Adding to the definitions laid down in the Definitions, the definitions used in these Business Terms have the meaning as follows:

    1. 15.1.Applicable Law – the laws, including but not limited to, statutory law, case law, regulations and rules applicable to this Agreement in general, to the compliance of the Parties and to particular actions of the Parties. The Applicable Law expressly includes rules and regulations of payment systems as far as such are concerned.
    2. 15.2.Client – you as our client.
    3. 15.3.Client Information Resource – hardware-software complex, providing the information on the Internet on the Goods and selling the Goods to the Customers. If there are more than one Client URL the Client Information Resource will be considered all of the Client URL jointly, Payoma at its own discretion in each particular case may, but has no such duty, treat each or some of the Client URLs separately in terms of compliance assessment or for other purposes as laid down in this Agreement.
    4. 15.4.Client URL – one or several URL of the Client expressly approved by Payoma.
    5. 15.5.Confidential Information – any information and materials received by a Party from another Party of a confidential, proprietary or secret nature, whether written or oral, tangible or intangible, including but not limited to existing or proposed business or products, trade secrets, discoveries, know-how, ideas, concepts, designs, plans and efforts, the identities of and the course of dealing with actual and prospective customers (including Customers), identities of shareholders and beneficiaries of the Parties, data on the performed transactions, drawings, maps, blueprints, diagrams, analysis, compilations, studies, correspondence, agreements and other technical, financial, legal or business information that has not been made available to the general public, but not including any information that:
      1. 15.5.1. Is or becomes generally available to the public by will of the disclosing Party, or
      2. 15.5.2. Is or becomes lawfully available to or in possession of the Recipient Party on a non-confidential basis, or
      3. 15.5.3. The Parties agree is not confidential or may be disclosed, or
      4. 15.5.4. Is trivial, obvious or useless.
    6. 15.6. Customer means a person who is, was or may become a client of the Client.
    7. 15.7. Disclosing Party – in respect of the Confidential Information, a Party that is making its Confidential Information available to the other Party (i.e. to the Recipient Party).
    8. 15.8. Force Majeure – any such circumstances of superior force and acts of God that objectively prevent a Party or Parties from fulfilling some or all of their duties hereunder and that cannot be both prevented and removed with reasonable means. The following circumstances can be, but not necessarily are Force Majeure:
      1. 15.8.1. Natural disasters (eruption of volcanos, earthquakes, floods, hurricanes etc.),
      2. 15.8.2. Social unrest (riots, strikes etc.),
      3. 15.8.3. Wars or other military operations,
      4. 15.8.4. Changes of the Applicable Law.
    9. 15.9. Goods – goods and/or services offered for sale and sold by the Client to Customers that are paid for using the Services.
    10. 15.10. Micro-Enterprise – an enterprise which, at the time of the entering into this Agreement, is an enterprise as defined in Article 1 and Article 2(1) and (3) of the Annex to Recommendation 2003/361/EC;
    11. 15.11. Other Persons – officers, employees, shareholders, associates, consultants, partners, professional advisers and other experts, if any, of a Party.
    12. 15.12. Recipient Party – in respect of the Confidential Information, a Party that is given access to the Confidential Information of another Party by that other Party (i.e. by the Disclosing Party).
    13. 15.13. Small Charity – a body whose annual income is less than 1,000,000.00 GBP and is
      1. 15.13.1. in England and Wales, a charity as defined by section 1(1) of the Charities Act 2006,
      2. 15.13.2. in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005,
      3. 15.13.3. in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008.