Terms & Conditions

Last update: August 2020


IMPORTANT INFORMATION

This is important information which you must consider carefully when choosing whether to use the Services (as defined below) at any time. By using our Services, you confirm that you accept these Terms and that you agree to comply with them. Please read them carefully.

You are solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of our Services.

Please do not attempt to make our Services available to your Buyers (as defined below), or in any jurisdiction where such access or use is prohibited by applicable laws.

Please note the following notices and disclaimers and read the limitations and exclusion terms included in clause 10 (Liability) below:

  • We shall not be liable for any damages or losses caused by unauthorized access or use of the Services caused by you or a Buyer (for instance, if a Buyer or you allow a third party, intentionally or inadvertently, to access our Service in your (or the Buyer) name, using your (or the Buyer) devices or your account and such party makes an instruction unauthorized by you or by the relevant Buyer).
  • We are not liable for any damages or losses made by virtue of incorrect amounts due to being provided incorrect information from you and/or the Buyer or you and/or the Buyer giving us incorrect instructions. We are not responsible for verifying the accuracy of the information you and/or the Buyer supply to us.
  • We may close, suspend, or limit your, or any Buyer, access to our Service as much and for as long as we need to do so to protect you or us or any Buyer.
  • You are solely responsible for procuring, maintaining and securing your connectivity to use the Service. We do not control, and are not responsible, for any and all problems, delivery failures and all other loss or damage relating to your (or any Buyer) network connection.
  • If a Buyer disputes any transaction with any Market Place, our sole responsibility will be to verify whether the transaction was made in accordance with the information and instructions given by you and/or the Buyer to us.
  • We shall not be liable for any administration fees charged by the Market Place or any similar third party to the Buyer. Any complaint about the Market Place´s administration fees shall be made by the Buyer to the Market Place directly.
  • We may amend these Terms from time to time as is set in clause 9. Every time you wish to use our Services, please check these Terms to ensure you understand the terms which will apply at that time.

WHO WE ARE

We are DirectoPago (“we”, “us” or “DirectoPago”), and these Term & Conditions (the “Terms”) is a contract between DirectoPago and you, the Merchant (“you”, “your” the “Merchant”) which governs your use of DirectoPago’s online payment service and how you make it available to your Buyers to receive payments from them.

1. DEFINITIONS

Authorised Transactions” means a Transaction which complies with the following requirements: (i) the Transaction originated from one of the Merchant’s Authorized IP addresses; (ii) the Merchant has complied with the requirements set out in this Terms; (iii) the payment instruction by the Buyer has been given using the communication channel specified by DirectoPago; (iv) the sales are denominated in US Dollars or any other agreed currency; (v) the account held by the Buyer, have not been declared as invalid, and is not included in a black list or any other communication to the Merchant; (vi) the Merchant has provided the Buyer with a complete, correct and legible description of its offered products and/or services or has made it easily accessible to him or her. 

"Availability Date“ means the date when the funds specified in clause 3.2.1 will be available for payment, which will be after 30 (thirty) calendar days after the payment was received by DirectoPago;

“Business Day” means a day, other than a Saturday, Sunday or a public holiday in England;

“Buyer”: means the natural or legal person who buys the Merchant’s products or services offered in the Market Places (or similar platforms) through the DirectoPago Service; 

Chargebacks”: means a circumstance whereby the Buyer claims that the Merchant’s goods and/or services were not received and therefore demands to be refunded the payment made for that Merchant’s good and/or services or when the Buyer states that the purchase has not been made or authorised by them;  

Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including but not limited to the General Data Protection Regulation ((EU) 2016/679) and the UK Data Protection Act 2018.

“DirectoPago Methods” means DirectoPago proprietary or licensed online payment processing methods that DirectoPago makes available to the Merchant and its Buyers under these Terms, which may vary from time to time; 

DirectoPago Service” or “Service” means the payment processing solution which enables: 

(i) the Merchant to register and create a Merchant account, access DirectoPago payment reporting tools and manage the monies DirectoPago receives from the Buyers (e.g. the Merchant can access DirectoPago’s payment dashboards and other payment reported tools through its Merchant Account and request Settlements); and 

(ii) Buyers  to pay for the purchase of the Merchant’s goods or services from the Market Places, through cash payments and other local payment methods offered by the DirectoPago;

Information” means any Account information that the Merchant provides to DirectoPago, including but not limited to personal information, financial information, or other information related to you or the Merchant’s business.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; 

"Intellectual Property" means any artistic, musical, dramatic or literary work, invention, sign, symbol, logo, sounds, slogan, colour, computer program or other materials on which any person has Intellectual Property Rights;

“Market place”  means any online platforms (including but not limited to social medias, app, websites) through which the Merchants will offer products and services to the Buyers; 

Merchant”; “you”; “your” means the natural or legal person using the Services and who is bound by these Terms;

Merchant”; “you”; “your” means the natural or legal person using the Services and who is bound by these Terms;

"Merchant Account" or “Account” means the Merchant’s account created by DirectoPago through the Website for each Merchant to allow the Merchant to access the Services;

Net Transaction Value” means the sum of the Authorized Transactions less any Refunds, Chargebacks and Service Fees and any other amounts DirectoPago is entitled to deduct from the Authorised Transactions under these Terms or otherwise; 

“Refunds”  means a reversal of all or part of a Transaction where the Buyer is refunded with the value of all or part of the Transaction less DirectoPago’s transaction fee (and the refunded amount shall mean the refunded amount plus associated bank charges); 

“Settleable Balance” has the meaning specified in clause 3.2.1;

Settlement” means the money transfer from DirectoPago to the Merchant of all the Settleable Balance that was requested in accordance with Clause 3.2.2. 

Service Fee” has the meaning specified in Clause 4.1; and

Website” means our website available at www.directopago.com, from which the Merchant can access and use the Services.


2. SCOPE OF THESE TERMS AND USAGE OF DIRECTOPAGO PAYMENT SERVICES

2.1 These Terms tells you information about us and the legal terms and conditions upon which we provide our Services to you.

2.2 By using our Services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Services. Please note that you agree to be bound by these Terms and the other documents expressly referred to in it, from the time (for instance, when you register to use the Services).  

2.3. By using DirectoPago your Buyers will be able to purchase goods and or services from you using DirectoPago Methods. You shall only use the Services for lawful purposes. You shall not use the Services for Illegal, fraudulent and/or unauthorised activities (or allow any Buyer to access the Services to make any payments to you, in connection with illegal, fraudulent or unlawful products or services) including but  not limited to: 

2.3.1 pharma, obscene, pornographic, traffic of organs, human and animal traffic, sex exploitation, harassing, defamatory, or instructions on the production of weapons or explosives, breach of confidentiality or violation of any Intellectual Property Rights, nor any other considered illegal activity under any applicable law. 

2.3.2. submitting false, inappropriate or inaccurate account details or personal data to us or to any Market Place;

2.3.3. engaging in any illegal and/or fraudulent activity;

2.3.4. acting in a manner that is detrimental to the conduct of our business or which may result in legal liability for you, us or a third party; 

2.3.5. providing, creating or disseminating computer viruses; and

2.3.6.  Any other irregular activity which diverges from the normal use of our Services and which harms or may potentially harm either DirectoPago, or any other third party. By harm both monetary and non-monetary damages are included such as moral damage, threats or bribery actions.

(collectively referred as “Prohibited Activities”)

2.4. Without prejudice to the right of initiating legal proceedings against you or reporting any Prohibited Activities to the relevant authorities, in the event that we have reasons to believe that you, or any of your Buyers, are making any illegal and/or unauthorised use of the Services or you are using the Services in breach of these Terms, we reserve the right to restrict your (or any Buyer) access, suspend or cancel your access to our Services without prior notice. We also reserve the right to cancel or reject any payments from a Buyer to you through our Services, or permanently or temporarily block or restrict access to DirectoPago Methods to any Buyer, when we reasonable believe that such payments are connected to Prohibited Activities. 

2.5. DirectoPago will operate the Services with the reasonable skill and care of an online payments service provider in accordance with industry standards.

2.6. DirectoPago will use its reasonable endeavours to maintain the operation of the Services. Whenever it is necessary to temporarily suspend the Services for operational or other reasons, DirectoPago will use its reasonable endeavours to restore the Website and re-establish the provision of the Services.

2.7. The Merchant acknowledges and agrees that any payment processed via the Services may be subject to limits and conditions imposed by the applicable legislation and any regulation authority, and that DirectoPago reserves the right to restrict the maximum amount of any transaction processed by DirectoPago accordingly.

2.8. DirectoPago reserves the right to refuse to process transactions through the Services where such transactions are not complaint with the applicable legislation, any regulation authority codes of practice or DirectoPago’s policies or operations standards or are connected to Prohibited Activities.

2.9. The Merchant acknowledges that delays may occur on transferring funds between DirectoPago and the Market Places, or for any other reason related to the operation of the financial network and the banking system. DirectoPago shall not be liable for any delays in the processing of payments via the Services, unless such delays are caused solely and directly by DirectoPago in breach or our obligations under these Terms. However, it is Merchant’s responsibility not to use the payment services in a way that exceeds the maximum legal limits imposed to the Merchant by DirectoPago or its legislation either of residence, or jurisdiction from where the Services are used or the DirectoPago Methods are made available to the Buyers. 

2.10 The Merchant acknowledges and agrees that any transfer of funds made via the Services have the sole purpose of allowing Buyers to make payments in good faith in the Market Place, and that none of these payments shall be considered as a credit granted by DirectoPago to the Buyer nor the Merchant.

2.11. DirectoPago does not warrant that the Merchant use of the Services will be uninterrupted or error-free.

2.12. Further, all the funds the Merchant uses throughout the Services must be of legal origins and their use by the Merchant must be full compliance with any applicable law.


3. PAYMENTS TO MERCHANT AND MERCHANTS DEPOSITS

3.1. Merchant Deposits:

3.1.1. DirectoPago reserves the right to retain, deduct or set-off, at any time, from the Net Transaction Value of the Merchant any Refunds, Chargebacks and/or penalties connected to the Buyers and/or to cover any losses suffered by DirectoPago arising from any frauds connected to the Merchant and/or any of its buyers.  

3.1.2. In the event that the DirectoPago decides to exercise any of the abovementioned rights specified in Clause 3.1.1., DirectoPago will notify the Merchant.    

3.2. Payment terms:

3.2.1. the Net Transaction Value will be available for payment to the Merchant on or after the Availability Date (the “Settleable Balance”).  

3.2.2. Upon the Merchant´s request throughout the DirectoPago’s panel or through any other means authorized by DirectoPago, DirectoPago will pay to the Merchant all the Settleable Balance, as requested by the Merchant, in accordance with clause 3.2.3.

3.2.3. Subject to clause 3.2.4, all payments of Settleable Balance shall be made to the Merchant´s Bank account by bank wire transfer in the currency chosen by the Merchant at the time of registration,  within two Business Days, after receiving a request from the Merchant (requesting payment of all the Settleable Balance) to a bank account authorized and approved by DirectoPago.  The bank account must be the Merchant’s bank account and not the bank account of a Merchant’s subsidiary or other third party.  

3.2.4. Any and all payments made by DirectoPago may be made from whichever bank account DirectoPago deems appropriate, whether it is under DirectoPago’s own name or an affiliate, subsidiary, or any other third party. 

3.2.5. In the event any funds due to the Merchant are seized or made unavailable by an action of a law enforcement body, regulator or other third party, DirectoPago shall use reasonable efforts, at Merchant´s expense, to assist the Merchant in securing release of such funds as soon as possible.

3.2.6. The Merchant shall be responsible for the payment of any and all applicable sales or other taxes due upon the Authorised Transactions. 

3.2.7 The Merchant shall as soon as practicable, verify the correctness and completeness of the payments and statements of account the Merchant receives from DirectoPago. Complaints and objections about such payments may only be made in writing to the email address specified by DirectoPago within a strict time limit of 2 (two) weeks after the Merchant receives the payment.  After such period, such payment shall be deemed correct and accepted by the Merchant.


4. PROCESSOR’S SERVICE FEES 

4.1. The Merchant shall pay DirectoPago the Service Fee of USD 29,99 monthly in advance (plus any applicable taxes) (hereinafter, the “Service Fee”)

4.2. If the Merchant requests a payment of a Settleable Balance lower than USD 200, DirectoPago shall be entitled to charge the Merchant a processing fee per settlement (currently USD 25);

Unless DirectoPago notifies the Merchant otherwise in writing DirectoPago will not charge other administration fees to Merchant.

4.2. The Merchant authorizes DirectoPago to deduct the Service Fees from the Net Transaction Value. 

4.3. DirectoPago reserves the right to modify the Service Fees at its own discretion by giving 10 days’ prior notice to the Merchant. 

4.4. Merchant agrees that it will reimburse DirectoPago for the amount of any Refunds and/or Chargebacks unless DirectoPago has already deducted them from the Net Transaction Value.


5. DUTIES OF THE MERCHANT

5.1. The Merchant agrees to accept, and shall facilitate, DirectoPago’s payment of the Settleable Balance generated from DirectoPago Methods for its online sales.

5.2. The Merchant shall at all times hold the licenses, permissions and clearances necessary (if any) to conduct its business in all jurisdictions in which it operates and shall not be in breach of any applicable legislation whilst providing the Merchant´s products and services to the Buyers or when using the Services.

5.3. The Merchant shall sell the goods and services to Buyers using by DirectoPago Methods at the same price and under equivalent conditions as the Merchant offers to Buyers using other third party means of payment to buy Merchant’s products or services. The Merchant shall ensure that any commission or surcharge applied to Buyers using DirectoPago Methods, is not be higher than the commissions or surcharges Buyers pay when using other third party means of payment.

5.4. The Merchant agrees to fully and timely cooperate with and assist DirectoPago to address any issues affecting the Services where cooperation or assistance from DirectoPago is reasonably required.

5.5. The Merchant shall not be entitled to accept payment by DirectoPago Methods:  

•for the sale of services or products which are to be performed or delivered by a third party; 

•for services or products which are outside the Merchant´s ordinary course of business;

•where such payment infringes the monthly Authorised Transaction limit imposed by DirectoPago or by applicable law;

•for a loan or an extension of a loan or any other financial services; or

•in connection with Prohibited Activities as describe in clause 2.3.  

5.6 The Merchant shall be fully responsible for the goods and services it sells to its Buyers and their delivery to the Buyers. The Merchant shall deal promptly and efficiently with any queries or complaints from the Buyers, and shall be responsible for any issues arising from the Merchant’s goods and services or their delivery. The Merchant shall: 

(a) prominently inform its Buyers before they purchase any Merchant’s goods and services using a DirectoPago Method that the Merchant is solely responsible for its good and services and their delivery to the Buyer; and 

(b) request the Buyers to acknowledge and agree, that DirectoPago is not the Merchant of record for Merchant’s goods and services they purchase and that DirectoPago makes no warranties nor representation as to the goods and/or services provided by the Merchant including but not limited to their availability, quality or availability. 

5.7.The merchant consents to DirectoPago identifying and quoting the Merchant in DirectoPago´s press releases, websites, and other marketing materials for the purposes of identifying the Merchant as a customer of DirectoPago.  DirectoPago shall be entitled to use the Merchant’s trading names and logos for these purposes subject to compliance by DirectoPago with any brand guidelines that are provided by the Merchant to DirectoPago. The Merchant shall be entitled to revoke its consent to the foregoing at any time by sending a notice to DirectoPago in writing.

5.8. Where a Merchant or a Buyer disputes any transaction with any Market Place, DirectoPago’s sole responsibility will be to verify whether the Authorised Transaction was made in accordance with the instructions given by the Merchant and/or the Buyer to the Market Place.

5.9. DirectoPago shall not be liable for any administration fees charged by the Market Place, or any other third party, to Merchant or a Buyer. The Merchant acknowledges and Agrees that any complaint about the Market Place´s administration fees or any other issues connected to the Market Place shall be made by the Buyer to the Market Place or the Merchant and not to DirectoPago. Merchant shall provide all assistance requested by DirectoPago in connection with the foregoing.

5.10.The Merchant accepts and affirms the following statement which the Merchant shall prominently display to its Buyers at point of payment and shall also include this statement in the Merchant’s contract with the Buyer (before the Buyers complete their purchase of any Merchant’s products or services using DirectoPago Methods):   

DISCLAIMER (MERCHANT’S WEBSITE)

[DOMAIN ADDRESS] is a site operated by [NAME OF MERCHANT] (our “Website”). When you order goods or services (the “Products”) from [NAME OF MERCHANT] (“we”, “us”) through our Website or through a market place, you acknowledge and agree that DirectoPago, or the processor of the payment method you use to make the payment, will process your payment for the Product on our behalf, but they are not responsible for any issues arising from the Products, the marketplace from which you order our Products, or their delivery to you. We are the merchant selling the Products to you and we will deal with this. Please contact us if you have any issues with our Products. 


6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Intellectual Property Rights on Intellectual Property related to the Services and the Website, its functionality and appearance, are either owned by or licensed to DirectoPago. Except as expressly stated herein, these Terms do not grant the Merchant any Intellectual Property Rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

6.2. The Merchant is expressly prohibited to:

6.2.1. reproduce, copy, share, edit, transmit, upload, modify, alter, incorporate into any other materials, remove, commercialize, create derivative works from, frame, mirror, republish, download, display, or distribute all or any portion of the Website, the Services and any content thereof in any form or media or by any means; or attempt to de-compile, reverse compile, data mine, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website and/or the Services or using any Intellectual Property related to the provision of Services and the Website, its functionality and appearance;

6.2.2. Doing anything which may be seen to take unfair advantage of the reputation and goodwill of the Website, the Services and/or DirectoPago´s business in general; and

6.2.3. Doing anything that could be considered an infringement of the Intellectual Property Rights owned and/or licensed to DirectPago´s without first obtaining the written permission of the owner of the Intellectual Property.


7. DATA PROTECTION

7.1. For the purposes of this Clause 7, the terms "personal data", "Controller", "Processor", “process” or "processing", “Personal Data Breach” and "Data Subject" have the meanings ascribed to them in the Data Protection Legislation. Both parties shall comply with Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

7.2  DirectoPago will act as an independent controller when it:

  1. records communications with the Merchant, its members of staff, subcontractors or (if applicable) the Buyers (including emails and calls to DirectoPago services support team); 

  2. keep records of the Services provided to the Merchant and the payments DirectoPago processes from the Buyers; and

  3. processes any other personal data under these Terms for the purpose of complying with applicable laws.

7.3The Merchant warrants that it will provide all required notices to, and obtain and maintain all necessary consents from all relevant persons, to enable DirectoPago to use the information collected from the Merchant and the Buyers for the purpose of these Terms (including but not limited to any personal data).

7.4Each of the Merchant and DirectoPago shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). 

7.5The Merchant shall assist DirectoPago in complying with all applicable requirements of Data Protection Legislation where reasonably required by DirectoPago. 

7.6The Merchant acknowledges and agrees that DirectoPago may disclose any personal data to a regulator, a court, or to a public body to comply with any regulatory, government or legal requirement (including but not limited for the prevention and detection of fraud, crime and terrorism).


8. DIRECTOPAGO FEES AND TAXES

The Merchant is responsible for paying any taxes concerning to the Authorised Transactions processed via the Services.


9. OUR RIGHT TO VARY THESE TERMS

9.1. We may amend these Terms from time to time. Every time you use our Services, the Terms in force at that time will apply to the provision of the Services to you.

9.2. Except as provided in clause 9.4, whenever we amend these Terms, we will notify you before the changes take effect. We will also state the relevant update date at the top of these Terms.

9.3. If you wish to terminate your Account after we notify you, you may do so by stop using the Services and closing your Account or sending us a termination notice. If after expiry of the notice period you continue to use the Website or Services, you will be deemed to have accepted any changes to these Terms.

9.4. We reserve the right to make changes to the Website and the Services from time to time, or minor amendments in our Terms, without any prior notice to you provided that such changes have no material adverse effect on you or are required by relevant applicable law and regulation (e.g. to implement minor technical adjustments and improvements, or to address a security threat or to comply with regulatory requirements). In this event, the updated Terms will be posted on our Website.

10. LIABILITY AND INDEMNIFICATION

WARNING: you are strongly advised to read this clause.


    1. Except as expressly and specifically provided in these Terms:


      1. we shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to you or by your Buyers in connection with the Services, or any actions taken by us at your direction;

      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

      3. the Services are provided to you on an "as is" basis.

10.2. Nothing in these Terms excludes our liability for:



      1. for death or personal injury caused by our negligence;

      2. for fraud or fraudulent misrepresentation; or 

      3. any other liability which cannot be excluded by law.

10.3. Subject to clause 10.2, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

10.4. Subject to clause 10.2, in no event DirectoPago or our subsidiaries and affiliates, our officers, directors, agents, employees or suppliers be liable for any damages or losses (including, without limitation, in consequential, special, incidental, or punitive damages) caused in whole or part by:


    • payments made to unwanted recipients or payments in incorrect amounts due to DirectoPago being provided incorrect information by the Merchant and/or the Buyer;

    • any errors or omissions in the content or operation of a Market Place, misuse of the Market Place or inability to access a Market Place;

    • delays, losses, errors or omissions resulting from failure of a telecommunications or any other data transmission system or failure of the Market Place’ computer’s system;

    • the suspension of the Services or the availability of the Website due to failures, delays, interruptions or otherwise caused by reasons outside our control; or

    • any loss of profit, loss of business, business interruption, or loss of business opportunity.

    • any loss or damage caused by the Market Place or by the Merchant’s product or service. 

    • charges, fees or other taxes in respect of any Merchant’s goods or services.

    • the services and/or products provided by the Market Places or by the Merchant nor their accuracy. 


    1.  Subject to Clause 10.1 above, the total aggregate liability of DirectoPago to Merchant under or in connection with this Terms, whether arising from tort (including negligence), breach of contract, or otherwise, shall not exceed in aggregate an amount equal to the lower of: (i) the 100% (One hundred per cent) of the Service Fees paid by the Merchant during the 12 (twelve) months preceding the event or circumstances giving rise to such liability; or (ii) USD $10.000.  

10.4. The Merchant shall indemnify and hold DirectoPago, its subsidiaries and affiliates, officers, directors, agents and employees harmless from any liabilities, losses or demands and from any claim made by any third party against DirectoPago, arising from the Merchant’s misuse of the Website and/or the Services, the Merchant’s breach of these Terms or a breach by the Merchant of any applicable law or the rights of any third party (“Indemnifying Event”). The Merchant also agrees to fully cooperate in the defense of any claim that DirectoPago may have to respond as a result of an Indemnifying Event.

10.5. We will make reasonable efforts to ensure that all Authorised Transactions are processed in a timely manner. However, a number of factors may delay some transactions, many of which are beyond DirectoPago’s reasonable control, including without limitation, the processing time, communication failures and delays in the payment system. DirectoPago shall not be liable for any loss or damages arising from delays in processing Authorised Transactions, unless such delays are directly and solely caused by actions or omissions of DirectoPago, in breach of these Terms.

10.6. DirectoPago shall not be liable to the Buyer nor to the Merchant for any loss or damage which the Buyer or the Merchant may suffer by using third party websites, including the Market Places, and the Merchant acknowledges and agrees that it must claim any rights with such third party websites.

10.7 We shall have no liability for defects on any Merchant’s goods or services purchased or paid by any Buyer through DirectoPago Methods and DirectoPago shall not be liable for any charges, fees or other taxes in respect of such goods or services.


11. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.


12. TERM, SUSPENSION AND TERMINATION


    1. These Terms shall come into force on the date the Merchant starts using the Services, by registering an Account or subscribing to the Service and shall continue for an initial period of 24 (twenty-four) months (the “Initial Term”) with subsequent automatic 24 (twenty-four) months periods of renewal thereafter (the “Renewal Terms”), unless otherwise terminated pursuant to the terms hereof.  

    2. DirectoPago reserves the right to, at any time, suspend the Services for repairs, maintenance or improvements or due to suspicion of security breach or fraud. In the event that DirectoPago suspends the Services in accordance with this clause, DirectoPago will use its reasonable endeavors to give prior notice to the Merchant, unless the Services are suspended due to suspicion of security breach or fraud.

    3. Where the Services provided to the Merchant are suspended due to suspicion of security breach caused or fraud committed by you, DirectoPago reserves the right to:


      1. request that the Merchant provide information promptly; and

      2. at its sole discretion, restrict Merchant’s access and suspend or terminate its Account without provision of any notice.

      3. The Merchant may terminate these Terms at any time by notifying DirectoPago in writing or by requesting DirectoPago to close the Merchant Account in accordance with the instructions available in the relevant section of the Website or otherwise by following the instructions provided by DirectoPago in writing. 

    4. The termination of these Terms will not cancel any Authorised Transactions.

    5. DirectoPago may, for any reason and at any time, restrict your access, suspend or terminate your Merchant Account or these Terms by sending notice to the Merchant writing (e.g. by email).

    6. In case the Merchant has more than 3 Buyer claims, disputes, Refunds, Chargebacks in any month, DirectoPago shall be entitled to immediately suspend or terminate the Merchant Account without any prior notice. Additionally, DirectoPago may freeze and retain the funds of the Merchant until any breach of these Terms is investigated by DirectoPago. In case any penalty is applied to DirectoPago by any third party for any actions or omissions of the Merchant in breach of these Terms, or any fraud occurs, DirectoPago shall be entitled to set off any losses or damages suffered by DirectoPago against any Settleable Balance.

    7.       On termination or expiry of these Terms: 




      1. within 180 (one hundred and eighty) days from termination DirectoPago shall pay the Merchant the Net Transaction Value, less any Refunds and Chargebacks and any other amounts DirectoPago is entitled to deduct under these Terms, for the period between when Settlement was last made to the Merchant pursuant to Clause 3.2 above up until the effective date of termination of these Terms as shall be communicated to the Merchant by DirectoPago.  

      2. all DirectoPago and Merchant’s rights and obligations under the Terms shall cease to have effect immediately upon termination or expiry of these Terms save that the clauses of these Terms which are expressed to survive its termination or expiry, or which from their nature or context it is contemplated that they are to survive termination or expiry shall continue in force following termination or expiry of these Terms.

      3. all licences granted under these Terms shall immediately terminate and the Merchant shall immediately cease all use of the Services; 

      4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms, which existed at or before the date of termination or expiry, shall not be affected or prejudiced.

13. COMMUNICATIONS BETWEEN US

13.1. When we refer, in these Terms, to “in writing”, this will include e-mail.

13.2. If we have to contact you or give you notice in writing, we will do so by e-mail, phone or by pre-paid post to the address, phone number or email you provide to us as in your account details.

13.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.


14. OTHER IMPORTANT TERMS

14.1. These Terms together with the documents referred to in it, contains the entire agreement between us for your use of the Services.

14.2. If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permitted by law so as to give effect to the intent of the parties, and the remaining part of these Terms shall continue in full force and effect.

14.3. These terms are between the Merchant and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.

14.4. We may transfer our rights and obligations under these Terms to another organisation without notice to you, but this will not affect your rights or our obligations under these Terms.

14.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

14.6 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England regardless of its conflicts of laws rules. Each part irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

14.7 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between DirectoPago and the Merchant, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.