Business Terms of Use

1. 1.3.1. Provide regulations for card processing services Payoma provide to merchants under separate payment 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 of these Business Terms.

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.

1. 3.1.1. Request the Client to provide any compliance information related to the Client, inter alia information concerning the Client’s corporate structure, shareholders, management, ultimate beneficiaries, the Goods, the Client Website, 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. 1) Government-issued photo identification document copy (e.g. government-issued passport or identification card), and
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) Any other relevant compliance information and documents as defined by Payoma
3. The Client will provide to Payoma the information and the documents set out in Clauses 3.1.1 and 3.1.2 of these Business Terms in no more than 48 (forty-eight) hours.
4. 3.1.3. Request the Client to provide or update the following information and documents on any particular transaction(s):
1. 1) Detailed description of the transaction(s) in question, and/or
2. 2) Supporting document(s) of the transaction (e.g. agreement), and/or
3. 3) Any other document(s) related to the transaction (e.g. invoices), and/or
4. 4) Any other document(s) and/or information confirming compliance of the transaction to the provisions of the Applicable Law, and/or
5. 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 under this Clause 3.1.3 and the deadline will be determined by Payoma.

5. 3.1.4. Request the Client to provide any other compliance information (other than set out Clauses 3.1.1, 3.1.2 and 3.1.3 of these Business Terms) on the Client, 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. 1) Meaningful explanation as to why the Client was unable to collect the requested information,
2. 2) What steps the Client has taken to collect the requested information,
3. 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:

1. 1) Timely prevent this situation from occurring,
2. 2) To collect the requested information, and
3. 3) Prevent reoccurrence of similar cases in the future.
6. 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’s Website, 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 on the scope of these requests that they are exhaustive, and no other aspect of the Client’s operations requires improvement.

1. 1) The Goods are bona fide advertised,
2. 2) The Goods are actually sold (no fictional sales),
3. 3) The Goods are properly delivered (where applicable),
4. 4) The Goods meet their description in the Client’s Website,
5. 5) You are duly identified on the Client’s Website 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.).

1. 1) Your corporate structure, shareholders, management, ultimate beneficiaries,
2. 2) Your bank details,
3. 3) Aspects of the Goods that do not qualify under Clause 4.2 of these Business Terms as subjects to advance notification,
4. 4) Any material claims, actions or proceedings initiated against you or you being a subject to, that relate to operations of the Client’s Website and/or may be relevant to us and/or to the Services,
5. 5) Other information about you and the Client’s Website,
6. 6) Other information you have provided to Payoma under the Agreement,
7. 7) Any other information that is or might be relevant to performance of the Agreement.

If we approve 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 we disapprove 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 we will not notify you on our approval or disapproval of the notified changes in the term set out in this Clause 4.1.6 it will be presumed that we have approved the notified changes unless later on we will notify you otherwise.

1. 1) Government-issued photo identification document copy (e.g. government-issued passport or identification card), and
2. 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. 3) Any other relevant compliance information and documents as defined by Payoma.

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 poses risks to your ability to duly perform your obligations, 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 the 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.

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.).

Representations and warranties of Payoma

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. 7.2.1. You have full capacity to enter the Agreement, and
2. 7.2.2. As for the date of the Agreement you meet all the requirements set out in the Agreement (inter alia Clause 4.1.3, 4.1.4 et al of these Business Terms), and
3. 7.2.3. All the documents and information you have provided to us prior to entering the Agreement (if any) were and remain true, complete, accurate, up-to-date and relevant, and
4. 7.2.4. All representations, warranties and declarations you have made to us prior to entering the Agreement (if any) were and remain are true, and
5. 7.2.5. You understand that failure to provide to us the documents and information we have requested from you, including compliance documents and information will highly likely constitute a breach of the Agreement so material that will cause stop of all Services, putting the funds in your Payoma Account on hold and termination of the Agreement.

Confidentiality

The Other Persons

The Term of Confidentiality

Forced disclosure

Special provisions concerning Payoma

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

General liability

No indirect or consequential damages

Duty to compensate

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

Guarantee and Indemnity

Limitation of liability of Payoma

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 a 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.

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. 10.9.1. 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).

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

No exclusion of liability in certain cases

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 4.5 and 4.6 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. 11.3.1. If you are a Micro-Enterprise or Small Charity, the changes 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 a Charity, the changes 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. Changes 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.

Termination of your Payoma Account

1. 12.1.1. You have made such changes in your operations and/or Goods that in our sole discretion make continuation of the Agreement impossible or unacceptable for us,
2. 12.1.2. 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,
3. 12.1.3. Your Payoma Account is Inactive Account for 5 (five) consecutive months or more,
4. 12.1.4. You are or reasonably may become subject to insolvency, liquidation, winding up, bankruptcy, administration, receivership, dissolution or similar procedure,
5. 12.1.5. We reasonably expect you not to be able to fulfil your agreements with Customers on a larger scale,
6. 12.1.6. You have undergone material corporate change (shareholders, management, licencing etc.),
7. 12.1.7. Continuing providing our Services may lead to our non-compliance,
8. 12.1.8. Continuing providing our Services to you is outside our risk appetite.

Termination of some of the Services

Consequences of termination of your Payoma Account

1. 12.6.1. The funds may be withdrawn using bank transfer only, and
2. 12.6.2. The funds may be transferred only to the Client itself.

For the avoidance of doubt: transferring funds only to the Client itself means that the payee of respective payment can be only the Client, i.e., the payee’s 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

For the avoidance of doubt: this Clause 12.7 means that if there is a 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.

Relationship of the Parties

Non-solicitation of employees

Entire Agreement

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

1. 15.2.1. In England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”),
2. 15.2.2. In Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation),
3. 15.2.3. In Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of “charity”).

1. 15.6.1. Is or becomes generally available to the public by will of the Disclosing Party, or
2. 15.6.2. Is or becomes lawfully available to or in possession of the Recipient Party on a non-confidential basis, or
3. 15.6.3. The Parties agree is not confidential or may be disclosed, or
4. 15.6.4. Is trivial, obvious or useless.

1. 15.9.1. Objectively prevent a Party or Parties from fulfilling some or all of their obligation under the Agreement,
2. 15.9.2. Cannot be both prevented and removed with reasonable means,
3. 15.9.3. The affected Party has not and reasonably could not predict when entering the Agreement.

The following circumstances can be, but not necessarily are Force Majeure:

4. 15.9.4. Natural disasters (eruption of volcanos, earthquakes, floods, hurricanes etc.),
5. 15.9.5. Social unrest (riots, strikes etc.),
6. 15.9.6. Wars or other military operations,
7. 15.9.7. Changes of the Applicable Law.