TERMS OF SERVICE
Last amended as of: 15 June 2021
These Terms of Service (hereinafter – “Terms”, “Agreement”) regulate the Merchant’s (“Merchant”, “You”) use of ENSO services (hereinafter - “Services”) and constitute a legally binding agreement between FinTech Assn Ltd. - a company registered in accordance with the laws of the United Kingdom, registration number: 12630566, registration address: Unit 111375, 2nd Floor, 6 Market Place, London, Fitzrovia, United Kingdom, W1W 8AF (hereinafter - “Company”, “ENSO”) and the Merchant as to the Services provision (hereinafter collectively referred to as the “Parties” and separately as the “Party”).
The Terms constitute a public offer and are mutually binding for the Parties after You agree to these Terms. The Terms shall be deemed accepted by You upon your Account registration with the Company and checking the respective blank “I have read and agree to the Terms of Service”.
- 1.1 AML Act – UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations.
- 1.2 Account - a virtual space detached for You by means of software and intended for the use of Services, the access to which is provided for You automatically upon your successful registration, verification, all required onboarding procedures under the law and Company’s internal policies and procedures, and upon acceptance of these Terms.
- 1.3 Company, FinTech Assn Ltd., ENSO - a company registered in accordance with the laws of the United Kingdom, registration number: 12630566, registration address: Unit 111375, 2nd Floor, 6 Market Place,, London,, Fitzrovia,, United Kingdom, W1W 8AF.
- 1.4 Merchant - legal or natural persons (sole proprietorship) who sales the goods or services on their Webstores.
- 1.5 Merchant’s representative - a person, including any shareholders, beneficial owners, principals, directors, general signatories and staff members accessing our Website.
- 1.6 End-User, Customer - any person or legal entity, who may buy goods/services in the Merchant`s Webstores.
- 1.7 Webstore - Merchant's website, listed in the questionnaire where the Merchant offers his goods or services.
- 1.8 Payment partners - the bank or licensed authorized payment institutions which provide the processing payment cards or mediating other payment methods.
- 1.9 Payment Gateway - the Company’s software intended for sending the transaction data authorization request to the Payment partners and for the Transaction information processing.
- 1.10 Services - informational technological interaction services connected with acceptance and settlements of payment cards (and other alternative payment methods) for goods and services offered by Merchants in their Webstores and also services connected with the organization of settlement procedure for performed Trasactions.
- 1.11 Registration - the procedure of filling the form containing the details of the Merchant, Merchant’s representative and information about the Webstore, for which it is necessary to provide Services by the Company.
- 1.12 Identification - the identification of the Merchant, which Company is obliged to perform under the conditions stated in AML Act.
- 1.13 Blocking - the method by which the Company pursuant to the provisions of these Terms may technically prevent Merchants from using Services (for a definite time) or permanently (for an indefinite time), and which may be applied to Merchant Accounts.
- 1.14 Card - the service of the payment system allowing to execute payment transactions issued by the financial institution indicated on the Card.
- 1.15 Transaction – financial activity, connected with payments for purchase goods or services, using the Card or other payment methods.
- 1.16 Settlement - payments which the Company sends by Merchant`s request to its bank account for performed Transactions.
- 1.17 Chargeback - Customer claim against the Merchant, challenging the Transaction, according to the provisions of International Card Schemes.
- 1.18 International Card Schemes - international payment card organizations VISA International, MasterCard International and/or any other similar schemes.
Any other terms, not defined in this Section, shall be interpreted pursuant to applicable laws, mentioned herein.
2. ACCOUNT REGISTRATION AND IDENTIFICATION
- 2.1 In order to get access to the Services, the Merchant must undergo the Registration procedure consisting of filling Merchant’s representative personal data in the registration form on the Website https://app.ensopay.com/registration/.
- 2.2 After entering the personal data, the Merchant undertakes to fill in the information about the Webstore and to confirm the ownership of the Webstore website via txt file or meta tag.
- 2.4 The Registration of the Account requires that the Merchant specifies and uses its email address (hereinafter - Login) and a reliable password.
- 2.5 Upon completion of the Registration procedure, the Merchant receives an access to the Account, allowing to view the status of the Account, the transaction history and add new projects for integration with the Company.
- 2.6 The Merchant shall be fully responsible for all activity that occurs under his Account, including for any actions taken by persons to whom the Merchant has granted access to the Account, if done so. The Company reserves the right to suspend or terminate the Account of any Merchant and/or Merchant’s representative who provides inaccurate, untrue, or incomplete information, or who fails to comply with these Terms.
- 2.7 The full right to use the Services arises only after the completion of the Identification procedure.
- 2.8 The Merchant has to provide the information about nature of the Transactions, all corporate documents of the legal entity or registration documents of sole proprietorship, Merchant’s representative identificational documents (ID Card, proof of address, bank statement, CV and etc.) and any other documents that the Company deems necessary.
- 2.9 A specific list of required documents may vary depending on the country of incorporation, the type of goods and services offered by Merchant and is determined by the Company on a case-by-case basis.
- 2.10 The Company reserves the right to deny the Merchant to use the Services without any further explanations.
- 2.11 In order to properly meet AML requirements, the Merchant and/or Merchant’s representative is obliged to notify any changes to the Company in writing or electronically in good time, in particular changes in the organizational structure of the Merchant and its ownership structure, changes in the name of the legal entity and its registered address, changes of real beneficiary owners, changes in the offered kinds of goods and services, the cancellation of websites. Company is authorized to check compliance with this undertaking and request the Merchant to cooperate.
- 2.12 The Company is entitled to request a new identification or further documentation of the Merchant and/or Merchant’s representative in the event if individual Transactions or any sum of payments received through the Payment Gateway was evaluated and / or as a risky or suspicious person by the Company. In this case, the Merchant is required to provide the necessary co-operation. Until proper identification occurs, the Company is authorized to withhold (block) funds on the Account. The transfer of retained funds will be within 3 working days of the date when the Identification is done or suspension is closed.
3. SUBJECT OF THE AGREEMENT
- 3.1 ENSO undertakes to provide informational technological interaction services connected with acceptance and settlements of payment cards (and other alternative payment methods) for goods and services offered by Merchants in their Webstores and also services connected with the organization of settlement procedure for performed Trasactions, where applicable.
- 3.2 Please note, that the Company generally provides only a technical solution for the Merchants. Under such circumstances, Payment partners are responsible for acquiring services, transactions processing and settlements conduct.
- 3.3 The Merchant agrees to pay the Company all Transaction fees (“Fees”) and other amounts required by this Agreement, when due.
- 3.4 The Merchant authorizes the Company, where applicable, to receive funds from acquirers/acquiring banks on the Merchant’s behalf for settlement to the Merchant. Where the currency exchange conversion is applied, the Merchant authorizes such funds to be converted as appropriate and then forward the settlement funds in the converted currency directly to Merchant.
- 3.5 Funds received through the Merchant’s Webstore is paid on his request within one business day from the date of the request.
- 3.6 At least once per month, the Company shall provide the Merchant with a Merchant statement. All information appearing on the Merchant statement shall be deemed accurate and affirmed by the Merchant unless the Merchant objects by written notice, specifying the particular item in dispute within 1 0 days of the date of the Merchant statement.
- 3.7 The Merchant acknowledges that the balance on the Merchant Account does not attract any interest.
4. TRANSACTIONAL FEES
- 4.1 The fees rates depends on the type of goods and services offered by Merchants as well as the turnover of Merchant and is determined by the Company on a case-by-case basis.
- 4.2 The fees rates are placed in the Merchant’s Account after the completion of all registration and identification procedures.
- 4.3 Fees are deducted by the Company from paying out funds requested by the Merchant.
- 4.4 The Company reserves the right to change the fees rates with a 10-day warning to the Merchant by e-mail.
5. PROHIBITED MERCHANT ACTIVITIES AND LIMITATIONS
- 5.1 The Company may prohibit the sale of goods/services in accordance with its internal policies, from time to time, at its sole discretion, without prior notice.
- 5.2 The Company shall not be held liable to the Merchant for any losses, expenses, or damages the Merchant incurs, including claims for lost profits, resulting from or related to Company's imposition of limits on Transactions or prohibits the sale of goods/services, for any reason.
- 5.3 An item will be considered prohibited, not only if it contains prohibited information in the title or description of the product/image, but also in key words.
- 5.4 In case of grounded suspicion that the item in its essence bears information about prohibited goods/services or induces to illegal/illicit activity, the Company has the right to block an access to the Account without prior notice.
- 5.5 The Merchant shall comply with Company’s list of Prohibited/Restricted Items and Activities as set forth on its Website and updated from time to time as appropriate, and/or as indicated below:
- It is strictly forbidden to send or receive payments as consideration for the sale or supply of: tobacco and alcohol products, medicines, medical devices, dietary supplements, prescription drugs, drugs and drug paraphernalia, tracking equipment, weapons (including without limitation, knives, guns, firearms or ammunition), pyrotechnics, pornography, adult material, material which incites violence, hatred, racism or which is considered obscene, government IDs and licences including replicas and novelty items and any counterfeit products, unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses), unregistered charity services, items which encourage or facilitate illegal activities, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling or ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming. We reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories either to these Terms or an acceptable Policy published on the Website.
- It is strictly forbidden to make payments to or receive payments from persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. The Company may suspend or terminate the Merchant’s Account at any time or refuse to execute or reverse a transaction if it believes that the Merchant directly or indirectly uses or have used his Account for or in connection with illegal gambling transactions. This list is not exhaustive and it is the Merchant’s responsibility to ensure that it does not use Services for transactions that may be considered illegal in the Merchant’s jurisdiction.
- The Merchant may not use our Services if he is residing in certain countries. These countries will be listed on the Website and updated from time to time. This list is not exhaustive and we may in our sole discretion decide to discontinue or restrict our Services in other countries at any time and without prior notice. We reserve the right to suspend or terminate the Merchant’s Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognised body for the prevention of financial crime.
- The Merchant is strictly forbidden to use his Account for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. The Merchant is prohibited from using his Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by a Merchant on the services it provides.
- It is Merchant’s and not our responsibility to ensure that the Merchant only sends payments to or receives payments from persons or entities for the sale or supply of goods and services that the Merchant may provide or receive in compliance with any applicable laws and regulations. The mere fact that a person or entity accepts payments through us is not an indication of the legality of the supply or provision of their goods and services.
6. MERCHANT`S RIGHTS AND OBLIGATIONS
6.1 Merchant is obliged:
- not to use Services for unlawful purposes or for purposes other than those specified in this Agreement;
- to ensure that only the goods or services offered by the Webstore’s website are offered in compliance with the law;
- to provide reliable data during the Registration and Identification procedures;
- to inform the Company in a timely manner of any changes in personal data / corporate documents and etc.;
- to provide all necessary documents and information related to the payments when using the Services at the request (including but not limited to the name and surname of the End-User, the date of the order, the order number, the order amount, the type of goods or services that were the subject of the order, the data related to the sale and delivery of the goods or services, in particular, proof of dispatch, receipt mail, invoice, proof of reservation or order);
- is responsible for breach of the Agreement. The Merchant is obliged to reimburse any claim for damages to the Company within 10 (ten) business days of receipt of the claim for compensation;
- to be responsible for content, correctness of advertisements in its Webstore’s website(s) and their compliance with requirements of applicable laws;
- to organize its business in a way not exceeding Chargeback and fraud thresholds stated in the fees of the Merchan’t Account as to their count and amount proportions;
- to inform immediately the Company about any orders received goods or services on which receives information that an End-User be paid through our Services, and which may be based suspicion that it means there may be to commit a crime or to legalization of proceeds of criminal (in particular an unusual quantity or type of ordered goods, repeated registration of the End-User for the goods or services of the Merchant, suspicious information provided by the End-User as part of the registration or order, etc.);
- to obtain any necessary authorisations from its End-Users for the necessary transfer of information within the framework of the Services offered by the Company. The Merchant is responsible for collecting, collating, storing, processing and transmitting information about its End-Users (in particular personal data) to the Company. The Merchant is independently responsible to the End-Users for complying with the requirements of personal data protection legislation, including GDPR (General Data Protection Regulation);
- to inform the Company without delay of the opening of insolvency proceedings or the filling of a bankruptcy proceeding involving the bankruptcy of the Merchant. In case of breach of this obligation, the Merchant is liable for the damage incurred in this respect in full amount.
- to inform its End-Users that its goods/services are paid for through Services. If the End user or Payment partner makes claims against the Company arising out of the payment relationship, the Merchant is obliged to exempt the Company from all claims or claims by End-Users and/or Payment partners and compensate the Company for all possible losses.
- is not authorized to store payment card information in any way such as credit card, expiration date, CVV2, CVC2, or magnetic strip data. The Merchant is not entitled to request End-Users in any way to provide information about their payment cards;
- to manage passwords and data to enter the Account in a secure and confidential manner. The Merchant is not allowed to divulge such information or to make it available to third parties. If passwords or data for entering the Account are used by unauthorized persons, the Merchant shall be fully liable for any possible damages;
- to provide the following data to End-Users on the Webstore’s website:
- Detailed description of the goods or services offered through the Webstore’s website;
- Data allowing reliable identification of the Merchant, including tax number, name, address, etc.;
- Conditions for the return of the goods/refusal of the service in accordance with the applicable legislation;
- Logos of payment card acceptance in Webstore’s website visibly, including the logo "Verified by Visa" and "MasterCard Secure Code" and other logos of using payment methods;
- Merchant address information;
- Notice of any limitations on purchases, sales restrictions, or other legal restrictions, if relevant (e.g., age limits);
- Terms for the delivery of goods or services;
- Personal data processing policy.
6.2 The Merchant is entitled:
- to receive payments in the manner agreed by the Parties in the Account, which may vary from time to time due to the expansion of the Payment partners network;
- in the event of disagreement with the modification of this Agreement within 3 (three) calendar days from the date of publication of the new version of the Agreement, to unilaterally waive the execution of the Agreement by placing the relevant notification to the Company. In the event the Company does not receive a written notification from the Merchant of the unilateral refusal to perform the Agreement within the period specified by this paragraph, and in the event that the Merchant performs any operations using the Account within the specified period, Merchant deemed to have agreed to the modification of the Terms;
- to refuse at any time to execute the Agreement by giving the appropriate notification to the Company.
7. COMPANY`S RIGHTS AND OBLIGATIONS
7.1 Company is obliged:
- to provide the Services stated in this Agreement to the Merchant in due quality and within the limits of its technical possibilities;
- to take measures to prevent unauthorized access of other third parties to the Merchant’s Account;
- to keep a secret about operations using the Services and Merchant’s information. Certificates to other persons regarding operations using the Services and information about the Merchant may be provided without the consent of the Merchant in cases provided for by the legislation of England and Wales;
- to take all possible measures to ensure that the Services are provided seamlessly and without errors;
- to use the Personal data of the Merchant indicated at the time of Registration solely for the purposes provided for in this Agreement and to exclude the dissemination of such data except in cases when the provision of such information is subject to the requirements of the current legislation of England and Wales.
7.2 Company is entitled:
- not to execute the orders of the Merchant for which the documents necessary for recording the information required by the legislation in the sphere of counteracting money-laundering are not submitted until the Merchant provides the documents requested by the Company;
- to request from the Merchant additional information and documents on Transactions, including confirming the basis of the Transactions, as well as information and documents enabling identification of beneficiary owners, in accordance with the legislation of England and Wales;
- to establish and modify (increase, reduce) unilaterally restrictions (limits) on payment Transactions using the Services;
- to reserve the right at its sole discretion immediately, unilaterally and without prior notice to the Merchant to suspend provision of Services to the Merchant and/or block all of the Merchant's amounts and their payment, including payouts due to the Merchant until full clarification of all circumstances;
- to modify the interfaces and software used in the Merchant’s interaction with the Services;
- to suspend the operation of the software and/or hardware means providing the technical interaction of the Merchant with the Services, in the event of the detection of significant defects, errors and malfunctions, as well as for preventive work and prevention of unauthorized access;
- to process by any means for the purpose of implementing the Agreement any personal data of the Merchant provided by the Merchant personally or through third parties at the time of the conclusion of the Agreement or during the period of validity of the Agreement;
- to edit and modify the personal data specified by the Merchant, as well as the data of their documents, on behalf of the Merchant or at his request, expressed orally or through electronic communication channels;
- to make deductions of any penalties that shall be applied to the Merchant by card organisations or Payment partners.
- at your discretion, to send advertising-related notifications to the Merchant if the Merchant agrees to receive them. The Merchant may refuse to receive such notifications by notifying the Company accordingly, following the instructions specified in the Company’s notifications;
- may unilaterally refuse to comply with the Agreement, including on the grounds provided for in the legislation against money-laundering.
- 8.1 Each and every Transaction that has been processed may be subject to a Chargeback, in accordance with the International Card Scheme Rules (hereinafter - Scheme Rules).
- 8.2 In case of a Chargeback, ENSO shall deduct the full amount of the Chargeback from the Merchant Account and the Merchant will be notified of such Chargeback by ENSO. Such event allows ENSO to charge the Merchant a Chargeback fee (If such fee has been applied by the Payment Partner to the Company).
- 8.3 Should the Merchant wish to dispute a Chargeback, it has to notify the Company, as instructed, and supply them with any and all required documentation supporting its claim, in accordance to Scheme Rules. Following the submission of such documents, ENSO will raise the dispute with the Payment partner which will make a final decision regarding the Chargeback.
- 8.4 Should the Payment partner decide that the amount of the Chargeback should be returned to the Merchant, ENSO shall, without undue delay, credit the Chargeback amount back to the Merchant Account.
- 8.5 Please note, that all decisions on Сhargebacks are made exclusively by the Payment partners, and the Company is only the intermediary in communicating this information to the Merchant.
9. CUSTOMER COMPLAINTS
- 9.1 The Merchant shall respond promptly to inquiries from Customers and shall resolve any disputes amicably. If unresolved disputes occur with a frequency deemed unacceptable to ENSO, ENSO may terminate this Agreement. ENSO reserves the right to charge the Merchant reasonable fees and reimbursement on Account of excessive Customer inquiries, refunds or Chargebacks. The Merchant agrees to maintain the following information in writing with respect to each claim or defence asserted by a Customer for which the Merchant has received notice:
- The Customer’s name;
- The Card account number;
- The date and time the Cuctomer asserted the claim or defence;
- The nature of the claim or defence; and
- The action that the Merchant took in an attempt to resolve the dispute.
- Upon request, the Merchant shall furnish ENSO with this information in writing within 10 (ten) calendar days.
10. WARRANTIES AND REPRESENTATIONS
- 10.1 The Merchant guarantees that the goods/services offered by it shall be in compliance with the information specified in the name and description of the items, are free from claims of third parties and the fact of their placement does not violate intellectual property rights.
- 10.2 Placing the offer of goods/services sale specifying the Trade Marks, the Merchant warrants that these items are placed by him/her legally and lawfully (with the consent of the copyright holder or after the goods are put into civil circulation by him or an authorized person).
- 10.3 Placing information about the goods/services subject to mandatory certification, where applicable, or licensed activities, the Merchant is responsible for the respective documentary permits availability, where applicable.
- 10.4 In case the Company reveals information, goods, services prohibited to be published and/or offered in accordance with these Terms and/or the applicable legislation, or the activity provided without appropriate authorization and permits, the Merchant Account will be blocked automatically without notice, and the Merchant will be charged 10,000 EUR And in this case, all remainig funds of the Merchant will be blocked for 180 calendar days to provide Chargebacks.
- 10.5 The Merchant will make commercially reasonable efforts not to trade with End-User individuals of the age under 18. The Company reserves the right to refuse the Services in transactions with minors.
- 11.1 Each Party is responsible for the registration, filing, reporting, and payment of all applicable taxes with connection to its business nature and activity.
- 11.2 The Merchant ensures that it is duly incorporated/registered and conducts business in accordance with applicable law
- 11.3 If the Сompany finds that the Merchant is in breach of the applicable law on the payment of any taxes, the Company is entitled to terminate this Agreement without prior notice. And in this case, all remainig funds of the Merchant will be blocked for 180 calendar days to provide Chargebacks.
12. RESPONSIBILITY OF THE PARTIES AND LIMITATIONS
- 12.1 The Merchant shall be the sole responsible party in relation to the Customers as per the Merchant’s goods/services and/or their functionality, and Merchant will in no manner represent that the Company is a guarantor or responsible party for those products, or otherwise involve the Company in an End-User / Customer or other third party dispute relating to the transaction, delivery or functionality of goods/services.
- 12.2 The Merchant shall cover losses, which arise:
- as a result of the Merchant’s mistake when accepting the Cards, when performing the Transactions, when sending erroneous data on the Transactions;
- if the Merchant violates International Card Schemes regulations, including, but not limited to, those concerning the Chargebacks and the amount of fraudulent Transactions, and processing of the Transactions, as well as other losses, inflicted upon the Company or Payment partners, if International Card Schemes levies a penalty due to the Merchant’s Transactions;
- if the Merchant discloses to third party the data on the Card, or in any other unfair way uses the information received under this Agreement;
- if the Merchant has not stored the Transaction data;
- if the Merchant or its authorized representative violates the provisions of this Agreement.
- 12.3 Merchant responsible for ensuring that the Cards are not accepted for payment for any unlawful purposes, including payment for goods or services which are banned under the legislation of England and Wales.
- 12.4 The Merchant undertakes to the Webstore comply with the relevant national legislation and international law requirements. If you have any doubts about legality of any Transaction, the Merchant undertakes to refrain from such Transaction.
- 12.5 Amounts in accordance with provisions of this Agreement, the Merchant is obliged to repay to the Company, ENSO is entitled to withhold from any Merchant Account, or Merchant is obliged to pay in accordance with ENSO submitted bill in a given time period. These commitments remain an unlimited period after termination of the Agreement.
- 12.6 ENSO shall not be responsible for losses, inflicted upon the Merchant or third parties due to acts or omission of communication organizations or any other third parties.
- 12.7 ENSO shall not be responsible for losses, inflicted upon the Merchant due to withholding or detention of transfer of the amounts of the Transactions in accordance with the provisions of this Agreement.
- 12.8 The Merchant has realized that authorization of payments made by Customers is ongoing under the conditions set by the Payment partners. ENSO has no responsibility for authorizing these payments. ENSO also has no responsibility for hacking or phishing in the Payment partner's systems.
- 12.9 ENSO shall not be held liable to the Merchant or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to this Agreement, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labour claims, even if ENSO has been advised of the possibility of such damages. ENSO assumes no liability for the Merchant's failure to perform in accordance with this Agreement or any results caused by acts, omissions or negligence of the Merchant, a subcontractor or an agent of the Merchant or an employee of any of them, nor shall ENSO have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, the Merchant’s services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.
- 12.10 In no case shall the Merchant be entitled to recover damages from ENSO that exceed the fees retained by ENSO pursuant to this Agreement during the one-month period immediately prior to the event giving rise to the claim for damages.
13. TERMINATION OF AGREEMENT AND AMENDMENTS
- 13.1 ENSO may terminate this Agreement, individually, for any or no reason upon 15 (fifteen) calendar days’ prior written notice to the other parties.
- 13.2 ENSO has the right to terminate this Agreement with immediate effect under any of the below listed circumstances:
- any information concerning the Merchant obtained by ENSO is unsatisfactory to ENSO in it’s sole discretion;
- if ENSO has not been informed about changes in the Merchant’s legal details or any other information mentioned in the Agreement;
- any act of fraud or dishonesty is committed by the Merchant or its employees, or ENSO believes in good faith that the Merchant or its employees have committed, are committing or are planning to commit any acts of fraud or misrepresentation;
- Chargebacks are excessive in the opinion of ENSO;
- Breach of this Agreement by the Merchant;
- the Merchant changes nature of Web Store's business without sending the prior written notice to ENSO;
- the Merchant is related with the money laundering activity or ENSO has suspicions regarding the Merchant's possible association with the money laundering activity;
- the Merchant, and/or Webstore, and/or its owner(s), and/or manager(s) do not notify ENSO regarding any court process or pre-trial investigation in which they are involved to;
- any representation or warranty made by the Merchant in this Agreement is not true and correct;
- the Merchant files a petition under any bankruptcy or insolvency law;
- the Merchant is engaged in the activities, undermining reputation of ENSO or Payments partners or the International card organizations;
- the Merchant’s percentage of error Transactions or retrieval requests is excessive in the opinion of ENSO.
- 13.3 The Merchant may terminate this Agreement upon at least 30 calendar days prior written notice to the Company.
- 13.4 The Merchant agrees that ENSO may amend these Terms unilaterally and at any time. Such changes take effect from the moment of their publication on the Website https://ensopay.com/en/terms-and-conditions/. The latest version of the Agreement is always available for viewing, printing and downloading at
- https://ensopay.com/en/terms-and-conditions/.13.5 The Merchant may terminate this Agreement in case it disagrees with amendments in Fees or other parts of this Agreement made by ENSO. Any such termination shall have an immediate effect.
- 14.1 This Agreement may not be assigned by the Merchant without the prior written consent of ENSO. ENSO may assign this Agreement without limitation.
- 14.2 Assignment of this Agreement by ENSO shall relieve ENSO of any further obligations under this Agreement.
15. GOVERNING LAW AND DISPUTE RESOLUTION
- 15.1 This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of England and Wales.
- 15.2 All disputes, arisen in connections with Agreement, which Parties are not available to resolve during negotiations in more than 20 (twenty) business days are passed to the exclusive jurisdiction of the courts of England and Wales.
- 16.1 During the term of this Agreement and for 2 (two) years afterward ENSO and the Merchant will use reasonable care to prevent the unauthorized use or dissemination of Confidential Information of each other. Reasonable care means at least the same degree of care the Parties use to protect their own Confidential Information from unauthorized disclosure.
- 16.2 Confidential Information shall, for purposes of this Agreement, be deemed to be all such information, material and data of one Party (the “Disclosing Party”) (i) labeled or designated in writing as confidential or proprietary, (ii) which the other Party or its employees, agents or representatives (the “Receiving Party”) are advised is proprietary or confidential, (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: drawings, designs, concepts, specifications, software programs, routines, subroutines, formulas, production plans, layouts, schedules, sales, cost and price analyses, financial information, personal information, clients lists, formulae and marketing analyses, plans and data, (iv) the names, telephone numbers, addresses, email addresses, fax numbers and other pertinent identifying information regarding the Services provided by ENSO by or specifically brought to its attention by either Party during the performance of the Services, (v) commercial, business, financial, legal, technical, operational, administrative, marketing or any other information or data whatsoever (whether written or oral) relating to either Party and/or their respective affairs and activities.
- 16.3 Any Confidential Information concerning the Disclosing Party which is disclosed to or obtained by the Receiving Party as a part of the performance of this Agreement shall remain the property of the Disclosing Party or the applicable Disclosing Party subsidiary and Receiving Party shall maintain all such Confidential Information in strict confidence. The Receiving Party shall not use any Confidential Information (other than in the provision of Services under the Agreement) or disclose it to others during performance of this Agreement and 2 (two) years subsequent to the performance of this Agreement, unless in each instance the Receiving Party secures the prior written consent of the Disclosing Party. The Receiving Party shall disclose Confidential Information only to those of its employees with a need to know for purposes of provision of Services and shall take every such action with its employees and agents necessary to effectuate the intent of this article, including without limitation entering into a written confidentiality Agreement with such employees containing terms no less restrictive than this article.
- 16.4 The obligations of this article shall not apply to information that (i) is or becomes part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third Party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (v) is required to be disclosed by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement to permit the Disclosing Party to seek a protective order or other appropriate relief.
- 16.5 The Receiving Party agrees that if during the time period stipulated in the paragraph 16.1 after the execution of this Agreement it is established that the Receiving Party violated the terms of this confidentiality article, the Disclosing Party shall be entitled to bring legal action against the Receiving Party in a court of competent jurisdiction for each such breach.
- 16.6 Each Party may use the Confidential Information solely for the purposes of provision the Services and for no other purpose.
- 16.7 The Parties acknowledge and agree that, except as may be otherwise agreed in writing, the Party providing Confidential Information accepts no responsibility for, nor makes any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness or otherwise of, the Confidential Information and has no obligation to update or correct any inaccuracies in any Confidential Information which may be provided to the other Party.
17. FORCE MAJEURE
- 17.1 ENSO shall not be liable for any delay in performing its obligations if such delay is caused by a consequence of objective circumstances of the extraordinary nature which have emerged after the signing of the Agreement, and also a consequence of passing of acts of state bodies after signing the Agreement, and others similar to listed above circumstances complicating or making impossible execution by ENSO of its obligations (force majeure circumstance), including, in particular, but not limited to, fires, flood, transport accidents and strikes, export and import prohibition, embargo also including without limitation any delay caused by the Merchant's act or omission.
- 17.2 The performance of ENSO`s obligations shall be suspended during the period that the force majeure circumstances persist and ENSO shall be granted an extension of time for performance equal to the period of delay.
18. FINAL PROVISIONS
- 18.1 Notwithstanding that the whole or any part of any provision of the Agreement may prove to be illegal or unenforceable the other provisions of the Agreement and the remainder of the provision in question shall remain in full force and effect.
- 18.2 The Agreement constitutes the entire Agreement between the parties and supersedes all prior arrangements (both oral and written) relating to the subject matter of the Agreement.
- 18.3 Any notices to ENSO should be in writting sent to the following e-mail address: firstname.lastname@example.org. Any notices to the Merchant should be in writting sent to the e-mail address used him in registration form.
- 18.4 Each Party shall act solely as an independent contractor, and nothing in these Terms shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.
19. CONTACT US
If anything is left unclear in the text of this Terms of Service we will be happy to clarify its provisions.
For questions related to this Terms of Service, please contact us via email email@example.com