WePay Terms of Service - United Kingdom
WePay is changing its Terms of Service effective October 14, 2016 to update the list of "Prohibited Activities" in Section 7.
These Terms of Service are a legal agreement (this “Agreement”) between you (“user,” “you” or “your”), WePay Payments Ltd., a company incorporated in England and Wales ("WePay"), and Valitor hf (the “Designated Bank” and collectively with WePay referred to as “we,” “our,” or “us”). As used in this Agreement, “Service” refers to WePay's payment processing services with the Designated Bank, as well as our website, any software or application programming interfaces, documentation, tools, hardware, internet-based services, and any updates thereto provided to you by WePay, directly or indirectly. To use the Service, you must agree to all the terms of this Agreement.
Each WePay user must agree to everything on this page and the Website.
1. Merchant Relationship with WePay
WePay provides the Service to users (“Merchants”) to facilitate receipt by Merchants of payments by card through the “Card Networks” (defined following) from persons who pay them (“Purchasers”). “Card Networks” means, collectively, Visa Europe Ltd. (“Visa”), MasterCard Europe S.A. (“MasterCard”), Discover, American Express or other payment card networks, associations, or companies. WePay is not a party to transactions between Merchants and Purchasers.
Merchants must register with WePay. To register, a Merchant provides information, including email address and a self-selected password, in order to create an account (“Account”). This Account enables you to review card transactions that are in process of settling from a Card Network and us to your linked bank account. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.
WePay asks Merchants for additional information, such as business name, street address, telephone number, business identification number, description of business, description of goods sold and services provided, and date of birth. You agree to update this information in order to keep it current and complete, and you agree that, on the basis of such updated information, WePay or the Designated Bank may modify the terms of this Agreement or terminate it with immediate effect. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You authorise WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases).
By entering into this Agreement, you are providing WePay and the Designated Bank with authorisation to retrieve information about you from, and provide information about you to, third parties, including but not limited to credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, credit history and other data about you.
You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we may deny your use of the Service, or close your Account. You agree that WePay is permitted to share information about you and your Account with the Designated Bank for any purpose reasonably related to the Service and this Agreement.
WePay allows individuals, businesses, and non-profit organisations to register for WePay. You must be either a United Kingdom citizen, a legal permanent resident of the United Kingdom, or a United Kingdom business or nonprofit organisation having a physical presence in the United Kingdom and authorized to conduct business where you are located. You must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organisation only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organisation.
Each Account must be linked to a verified U.K. bank account, held in the Merchant’s name.
In order to use WePay as a Merchant, you must register with accurate and complete information. You must be at least 18 years old and based in the UK.
2. Purchaser Relationship with WePay
Purchasers may register with WePay. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement.
Purchasers don’t have to register with WePay, but they have to comply with this Agreement.
3. API Developer Relationship with WePay
WePay offers an application programming interface (“API”) to retrieve information from or submit requests to WePay. Developers who use the WePay API, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.
As a developer, you must receive permission from and open WePay Accounts for individual Merchants. You may not use the WePay API to facilitate use of a WePay Account to process payments for goods and services provided by anyone other than the Merchant who owns the WePay Account. In the event a Merchant receives a chargeback for a payment facilitated by your API application, WePay will collect or attempt to collect those funds from the Merchant in accordance with the “Chargebacks” section below. In some cases (such as where you violate this Agreement or cause Merchants who use your API application to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API application. You agree never to ask for users' WePay Account passwords under any circumstances, nor any sensitive personal information in connection with your API application or use of the Service. You may charge a fee in addition to WePay's processing fees for the value-add services that you provide ("App Fee"). Your App Fee will be sent to you, and the payment (net of WePay's fees and your App Fee) will be sent to the Merchant for whom you are facilitating the payment.
WePay will issue you an access token for each user of your API application who creates a WePay Account. You agree that access tokens are the property of WePay, and that misuse of access tokens by you or your users could cause substantial loss and damage to WePay. If your API application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API application, not the individual Merchant. Consequently, as the developer of the API application, you will be responsible for complying with the Payment Card Industry Data Security Standard (“PCI DSS”) with respect to the primary account number and other protected information you collect from users of the API application. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify WePay promptly if you suspect they have been misappropriated or misused.
Developers can use the WePay API to integrate their applications with the WePay Service, subject to important conditions.
4. Limitations on WePay's Responsibility
Neither WePay, the Designated Bank, nor any third party makes any representations or guarantees regarding Merchants or Purchasers using the Service. Use of the Service in no way represents any endorsement by WePay, the Designated Bank, or any Card Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. Neither WePay nor the Designated Bank has control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal.
A charitable organisation may use WePay to accept payments as a Merchant. Not all charitable organisations are tax-exempt, and not all contributions to charitable organisations are tax-deductible. Charitable organisations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organisations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.
WePay is not responsible for the behavior of its users. It's up to you to decide whether you want to do business with a Merchant, Purchaser, or charitable organisation using WePay.
5. Our Fees
WePay charges transaction processing fees to Merchants using the Service. WePay also may charge Merchants the following fees for exceptions processing: £15.00 per chargeback (in addition to the amount of the chargeback). The foregoing WePay fees and App Fees, if applicable, are netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant's Account. The Merchant agrees to pay the fees that are posted from time to time by WePay or by the Platform (the “Fees”). In general, fees posted by WePay and the Platform are cumulative; however, in case of inconsistency, the Fees posted by the Platform apply.
Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the Operating Regulations,” defined following: The “Operating Regulations” are the by-laws, operating regulations and all other rules, policies and procedures of Visa, MasterCard, and the other applicable Card Networks, as in effect from time to time. If you impose an additional charge or offer a reduction in cost to your customers for using a particular payment method, this information must be advised to your customer before the start of the payment transaction.
Subject to the terms of this Agreement, we and the Platform reserve the right to change the Fees. By continuing to use the Service, you consent to any change in Fees. To withdraw your consent, you must close your Account.
WePay charges fees to use our Service. We reserve the right to change our fees at any time.
6. E-Sign Disclosure and Consent
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your WePay Account and your use of the Service. Communications include but are not limited to:
- Annual disclosures;
- Transaction receipts or confirmations;
- Communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
- Account statements and history; and
- Any tax statements.
We will provide these Communications to you by emailing them to you at the primary email address listed in your WePay Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
- A computer with an Internet connection;
- A modern web browser that includes 128-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
- Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;
- A valid email address (your primary email address registered with WePay); and
- Sufficient storage space to save past Communications or an installed printer to print them.
By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your WePay Account at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at “WePay, Inc., 350 Convention Way, Suite 200, Redwood City, California 94063 U.S.A.” If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.
Requesting Paper Copies of Electronic Communications
If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by postal mail. In order for us to send you paper copies, you must have a current street address on file in your WePay Account. You understand and agree that WePay may charge you an exceptions fee for each paper copy of a Communication.
Updating Your Contact Information
It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay to your email address book so that you will be able to receive the Communications we send to you.
You can update your primary email address or street address at any time by logging into your WePay Account, selecting “My Settings” from the dropdown menu that appears when you click the down arrow next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by WePay are returned, WePay may close your account, and you will not be able to transact any activity using your WePay Account until we receive a valid, functioning primary email address from you.
All communications, disclosures and notices will be in English.
WePay will communicate with you electronically, unless you opt out. Be sure to keep the email address in your WePay Account current.
7. Prohibited Activities
By registering for WePay as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact email@example.com if you have questions about whether these categories apply to you.
|Adult||Adult sites, content, sexual services, child pornography, bestiality, escort services, dating services, mail order brides, massage parlors|
|Aggregation||Payment facilitator to other merchants|
|Auctions||Internet auction, bidding fee auction, penny auction|
|Cash, stored value, virtual currency||Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)|
|Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, scrip-dispensing terminal, or quasi cash|
|Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world|
|Debt||Bail bond services or bankruptcy lawyers|
|Credit counseling or repair services; credit protection or identity theft protection services; debt elimination, consolidation or reduction services; debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant; factoring or liquidators|
|Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments|
|High interest rate non-bank consumer lending, including payday lending and title loans|
|Loan payments transacted on a credit card|
|Drug||Drugs or drug paraphernalia, such as hookahs|
|Marijuana dispensaries and related products or services|
|Personal enhancement products or nutraceuticals - vitamins, supplements, pseudo pharmaceuticals, herbals, peptides, weight loss programs|
|Pharmaceuticals, internet pharmacies|
|Financial services||Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change|
|Currency exchanges or dealers|
|Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses|
|Gambling, lottery||Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services|
|High Risk||Airline, hotel, rental, or other miles or points|
|Animals and regulated items such as animal felts|
|Astrology and related prediction or forecasting services, psychic services|
|Career placement or advice center merchants|
|Cyberlockers, file sharing, file storage|
|Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date|
|Militia, armed groups, or armed gangs|
|Money back guarantees exceeding 30 days|
|Motor vehicle sales|
|Online help for classes, homework or assignments|
|Online personal computer technical support|
|Products or services identified by government agencies to have a high likelihood of being fradulent|
|Social media activity|
|Shipping or forwarding brokers|
|Illegal||Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others|
|Deceptive, unfair, or predatory practices|
|Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same|
|Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same|
|Investment, real estate||Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)|
|Crowdsourced fundraising for stock or equity|
|Distressed property sales and marketing; real estate filling|
|Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment|
|Timeshares, timeshare resales, and related marketing|
|Marketing||Buyers clubs, membership clubs|
|Direct marketing - inbound telemarketing, negative option, renewal, or continuity subscription practices, travel-related arrangement services|
|Discount coupon merchants or online sites|
|Discount medical or dental plans, including discount insurance|
|Door to door sales|
|Lead generation businesses|
|Marketing activities involving "pay only for shipping" and/or "free trial" periods|
|Multi-level marketing businesses, pyramid sales|
|Outbound telemarketers and telecom merchants|
|Rebate or upsell merchants|
|Regulated||Age restricted products or services, such as alcohol|
|Firearms, including ammunition, and other weapons|
|Tobacco, cigarettes, e-cigarettes|
|Telecomm||Telecommunications, including wireless, cable, satellite, wireline, and ISP|
|Travel||Airlines, including charter air carriers, and cruise lines|
|Travel agencies or tour operators|
|Travel industry, including car rental and lodging|
In addition, you may not use the Service for:
- Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
- Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
- Defaming, harassing, abusing, threatening, or defrauding others;
- Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
- Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
- Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
- Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.
If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.
In addition, if we reasonably suspect that your Account has been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Account, your access to the WePay services, and any of your transactions with law enforcement.
You can't use WePay for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine.
8. Our Role and Your Responsibilities
WePay provides hosting and data processing services for Merchants. WePay is a Payment Facilitator ("PayFac") as defined by Visa and MasterCard. As a PayFac, WePay collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants. You authorise WePay to provide this information to the Designated Bank in order for the Designated Bank to facilitate payments from Purchasers to Merchants through the Card Networks. Furthermore, you authorise WePay to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks via the Designated Bank. You also authorise WePay to hold settlement funds in a deposit account on trust on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement.
You agree that you are not entitled to any interest associated with the settlement funds held in the deposit account by us pending settlement to your specified bank settlement account, and you may not assign any interest in those funds or the deposit account. From time to time, we may make available to you through your Account information regarding anticipated settlement amounts that have been received on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of WePay or the Designated Bank. This information is for reporting and informational purposes only. Any funds will be disbursed to you only in accordance with the “Payout Schedule” (as defined in Section 13 below) and subject to the other terms of this Agreement (including, without limitation, Section 5 above regarding deductions for “Our Fees,” Section 14 below regarding “Reserve,” Section 21 below regarding “How WePay Handles Chargebacks,” and Section 22 below regarding “Our Set-off and Collection Rights”). Your authorisations set forth herein will remain in full force and effect until your Account is closed or terminated.
In order to act as a PayFac, WePay must enter into agreements with the Card Networks, processors, and the Designated Bank. You are not a third-party beneficiary of these agreements. Each of the Card Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account. For example, if you have the equivalent of either (1) US$500.000 in Visa transactions, or (2) US$83.000 in MasterCard transactions in each of three consecutive months, you may be converted to a direct card acceptance relationship with the Designated Bank without further action on your part. By entering into this Agreement, you grant an irrevocable Power of Attorney to WePay, effective upon conversion to such direct relationship with the Designated Bank, to invoice, collect and disburse all payments from Designated Bank in relation to this Agreement on your behalf. In the aforementioned instances, any payment made by Designated Bank to WePay in relation to this Agreement shall be deemed as full and final payment by the Designated Bank to you. This Power of Attorney shall enter into force upon your acceptance of this Agreement and shall automatically cease to exist upon termination of this Agreement irrespective of the reason for the termination. If you decide to withdraw this Power of Attorney prior to termination of the Agreement, such withdrawal does not become effective towards Designated Bank until Designated Bank has demonstrably confirmed having received such a written and signed withdrawal.
The Designated Bank, Valitor hf, acts as a merchant acquirer Its head office address is Dalshrauni 3 – 220 Hafnarfjordur, Iceland and its phone number is +354 525 2000. WePay is entering into this Agreement on behalf of and as an agent of the Designated Bank.
You must abide by the Operating Regulations, as amended from time to time, including without limitation the provisions summarized below:
- The Card Networks are the sole and exclusive owners of their respective trademarks, service marks, logos and designs (“Marks”).
- Merchant will not contest the ownership of the Marks for any reason.
- Any Card Network may at any time, immediately and without advance notice, prohibit Merchant from using any of the Marks for any reason.
- Merchant may only use logos/designs approved by VISA, MasterCard, and their other respective Card Network owners. For VISA cards, logos shall only be according to the site www.visaeurope.com. For MasterCard cards, logos shall only be according to the sight www.mastercardbrandcenter.com.
- Merchant undertakes to label his Merchant outlets and/or the home page/main page and payment page in a way that shows that Merchant accepts VISA and/or MasterCard as a means of payment and in compliance with the Operating Regulations governing display of such label. This label shall be placed in a prominent position and shall be at least as prominent as other card labels/logos appearing at or on Merchant’s place of business and/or website. WePay or the Designated Bank may require changes to Merchant’s website or otherwise that either one of them deems necessary or appropriate to ensure that the Merchant remains in compliance with the Operating Regulations governing the use of the Marks.
- Merchant’s use of WePay, Valitor, VISA and/or MasterCard, whether registered or not, does not entail any transfer of ownership rights or copyrights.
- Merchant must not engage in activity that WePay, Designated Bank or the Card Networks reasonably believe to be illegal, disreputable or may damage the reputation or brand of Designated Bank, the Card Networks, WePay or any other financial institution. WePay or Designated Bank may (exclusively or jointly) terminate this Agreement with immediate effect if any such activity is believed to have been undertaken, in WePay’s or Designated Bank’s sole discretion. Merchant is fully liable for any fines that may be levied in respect to illegal or brand damaging activity.
- Merchant warrants to WePay that all transactions submitted:
- will not damage the goodwill of the Card Networks or reflect negatively on the respective brand.
- will in no case constitute a sale that is not in compliance with the Operating Regulations or this Agreement or with local laws that are applicable to the respective sale.
- The Card Networks have the right to enforce any provision of the Operating Regulations and to prohibit the Merchant and/or WePay from engaging in any conduct that the Card Network deems could injure or could create a risk of injury to the Card Network, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Card Network’s confidential information (as defined in the Operating Regulations), or both. The Merchant will not take any action that could interfere with or perven the exercise of this right by the Card Network.
- If Merchant is using the WePay subscriptions feature, Merchant agrees that it is Merchant’s responsibility to comply with applicable Operating Regulations and applicable laws, including by capturing your Purchaser’s agreement to be billed on a recurring basis.
Notwithstanding WePay's assistance in understanding the Operating Regulations, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations, regardless of whether you have possession of those provisions. Any of the Card Networks can restrict WePay and Designated Bank from entering into this Agreement with you based on your business or other criteria as the Card Network deems appropriate. In the event of any inconsistency between any provision of this Agreemena and the Operating Regulations, the Operation Regulations will govern.
WePay is a payment facilitator. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.
9. Your Payment Authorization
You authorise WePay to hold, receive, disburse and settle funds on your behalf. You authorise WePay to initiate electronic entries to each bank account for which you input routing number and account number on the Website, and any other payment method that you input in your Account, and to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Operating Regulations. Accordingly, you authorise WePay to initiate reversal or adjustment (debit or credit) entries to your bank account or other payment method and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction. Your authorisation will remain in full force and effect until you notify WePay that you revoke it by contacting WePay Customer Support in accordance with instructions on our Website or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.
By accepting the terms of this Agreement, you authorise us to process payments on your behalf.
10. Accepted Forms Of Payment
WePay supports most domestic credit, debit, prepaid or gift cards with a Card Network logo. In addition, WePay supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorisation from the applicable issuer. You agree to accept all of the cards issued by Card Networks that WePay supports in accordance with the terms of this Agreement.
We support most U.K. payment cards.
11. Underwriting and Sharing Information
We may share some or all of the information about your and your transactions with our processor, the Card Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time, WePay, its processor or its other partners may conclude that you will not be permitted to use WePay.
You agree that WePay is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct WePay's risk management process.
WePay may request and share information about you with our processor, banks and other financial institutions, and government agencies.
Transactions are indicated as Pending, Complete, Failed or Cancelled.
"Pending" indicates that a transaction is currently undergoing review by WePay and may not be completed or settled, at WePay's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.
"Completed" indicates that a transaction has cleared and the funds are available in the Merchant’s Account. If WePay determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, WePay may reverse or refund the transaction at any time.
"Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another proprietary reason. You may contact WePay Support for more information. Although payments are cancelled, the removal of an authorisation on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and WePay cannot guarantee availability within a specific timeframe.
"Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.
Upon the release of transaction information by WePay, a Purchaser will be debited or charged. The Merchant agrees that the Purchaser's obligation to the Merchant is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by WePay. After the initiation of processing by WePay, Merchant agrees not to attempt to collect or otherwise seek payment from the Purchaser, because Merchant agrees Purchaser's obligation to the Merchant has been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if WePay is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".
Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.
WePay payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. WePay may impose transaction limits at any time.
13. Payout Schedule
WePay will disburse funds to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly). Merchants may request ad-hoc settlement at any time. Regardless of the disbursement schedule selected by the Merchant, WePay will transfer funds to the Merchant’s bank account no more than thirty (30) days after funds settle to WePay, subject to any “Reserve” imposed under Section 14 below. If WePay cannot transfer the funds to the Merchant’s bank account (due to inaccurate or obsolete bank account information entered by the Merchant, failed transactions, or for any other reason), WePay may refund the funds to the Purchaser or escheat them pursuant ot Section 23 below. Neither the Designated Bank, WePay, nor the Purchaser will have any liablity to Merchant for funds so refunded or escheated.
Settlements to a bank account may be limited or delayed based on your perceived risk and history with WePay. If you would like to request an increase to your settlement limit, please contact WePay Support. Upon receiving this request, WePay will conduct a review of your account. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.
Should WePay need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
Furthermore, if WePay or the Designated Bank suspects future chargebacks or disputes as a result of transactions to your Account, we may defer payout and/or restrict access to your funds until WePay or the Designated Bank reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.
All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay's sole discretion.
Your opening of an Account and agreeing to be bound by this Agreement and the payout schedule in this Section 13 shall be deemed your consent to the execution of the necessary payment orders to transfer settlement funds to your bank account in accordance with this Agreement, and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the payout schedule.
WePay will send you your money as soon as possible, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.
The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by WePay, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in WePay's favor, or otherwise as WePay or its processor or the Designated Bank may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.
You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorise us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.
You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by us with other Merchants' funds in one or more pooled accounts for the benefit of you and other users.
We will hold any funds associated with your Account in an account separate from any account used for WePay’s corporate funds. WePay will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.
If your Account is negative for an extended period of time (as defined by WePay in its sole discretion), WePay may close your Account and we may pursue legal action or other collection efforts.
Funds held by WePay on your behalf are segregated from WePay’s corporate funds for your protection.
16. Cardholder Data Security
“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.
If you handle, transmit, or store any Cardholder Data in connection with your use of the WePay Service or the WePay API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by WePay to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorisation decision.
Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data except for the transaction for which it was given.
In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service. WePay and Designated Bank reserve the right to report to relevant revenue or taxing authorities regarding paiment card transactions processed by WePay on your behalf, to the extent we are required to do so by applicable law.
You are responsible for collecting and paying your taxes, not WePay.
18. Customer Service Provided by Merchants
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. You will cooperate with WePay and your API application to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.
Merchants are responsible for providing an acceptable level of customer service to their Purchasers.
19. Refunds and Returns Provided by Merchants
You agree to process returns of, and provide refunds and adjustments for goods or services through your WePay Account in accordance with this Agreement and the Operating Regulations. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.
WePay will deduct the refund amount (including applicable Fees) from settlement funds owed to you from processing other transactions or funds in any Reserve. If these funds are not sufficient, you authorise WePay to initiate a debit entry to your bank account (or any other payment method) in your Account in the amount necessary to complete the refund. In the event WePay cannot access your bank account (or other payment method) through a direct debit, you agree to pay all funds owed to WePay upon demand.
You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through WePay.
20. Merchant’s Liability for Chargebacks, Reversals and Claims
You are responsible for all chargebacks, reversals and claims arising out of or relating to your use of the Service. You agree to reimburse the Purchaser, WePay, the Designated Bank and any third party identified by WePay or Designated Bank for any and all such liability. A Purchaser can initiate a chargeback by filing a request with his or her card issuer to invalidate a processed payment. WePay can initiate a reversal of a processed payment if the card issuer invalidates the transaction, if the settlement funds were sent to you in error, if the Purchaser did not have authorisation to send the transaction, if the payment violated this Agreement or applicable law or such other requirements as the Designated Bank may notify to you from time to time or was otherwise suspicious, or if WePay decided a claim against you. You or a Purchaser can initiate a claim by contacting WePay to challenge a payment.
You are liable for any chargebacks of payments you receive.
21. How WePay Handles Chargebacks
You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by the Designated Bank, our processor or the Card Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in “Our Set-off and Collection Rights” below. If you have pending chargebacks, the we may delay payouts to you.
Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
If we determine that you are incurring an excessive amount of chargebacks, WePay or the Designated Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favour by the Card Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.
If you receive a chargeback, we'll debit your Account or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.
22. Our Set-off and Collection Rights
To the extent permitted by law, we may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or Reserve or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account or Reserve. If you do not have sufficient funds, we may collect by direct debit from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other funding source associated with your Account. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, WePay may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to WePay. Such communication may be made by WePay or by anyone on its behalf, including but not limited to a third party collection agent.
If you owe us money, we may deduct that money from your incoming payments or debit your bank account or credit card on file.
23. Dormant Accounts
If there is no activity in your Account (including access or payment transactions) for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by postal mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a cheque. If you do not respond to our notice within the time period specified in the notice, we may close your Account and the funds will be escheated in accordance with applicable law.
If there is no activity in your Account for a long time, we will notify you of your options.
24. Receipts and Account Reconciliation
When you receive a payment, we will update your Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your WePay Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your WePay Account. If you believe that there is an error or unauthorised transaction activity associated with your WePay Account, please contact Customer Support immediately.
We will attempt to correct processing errors that we discover by debiting or crediting your Account. WePay will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.
You can see your full transaction history by logging into WePay at any time. If you notice an error, you must notify us within 30 days, or you waive your right to have that error rectified.
WePay will at all times comply with the provisions of applicable data protection law. If WePay processes any personal data on your behalf when performing its obligations under this Agreement, WePay and you both agree that it is our intention that you shall be the data controller and we shall be the data processor in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement any any lawful instructions reasonably given by your to us from time to time.
We will notify you (within a reasonable time frame) if we receive a request from a person to have access to that person’s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement.
WePay will provide you with reasonable co-operation and assistance in relation to any complaint to request made in respect of any personal data processed by us on your behalf, including by providng you with the details of the complaint or request, complying with any data subject access requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).
You acknowledge that WePay is reliant on you for direction as to the extent to which we are entitled to use and process the personal data with which you provide us. Consequently, we will not be liable for any claim brought by a data subject arising form any action or omission by us, to the extent that such action or omission resulted from your instructions.
If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Service.
We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the WePay Security Team at firstname.lastname@example.org. You also agree not to disclose the issue until WePay has addressed it.
We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.
27. Automatic Termination
This Agreement automatically and immediately terminates if the Card Networks de-register WePay, or if the Designated Bank ceases to be a merchant acquirer, or if the Designated Bank fails to have a valid license with the Card Networks to use any Marks accepted by Merchant. If WePay does not or cannot perform its duties under this Agreement, the Designated Bank is not obligated to provide replacement services.
This Agreement terminates automatically if certain events occur.
28. Your Right to Terminate
You may terminate this Agreement by closing your WePay Account at any time. When you close your WePay Account, any pending transactions will be cancelled. Any funds that we hold in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your WePay Account as a means of evading your payout schedule). If an investigation is pending at the time you close your WePay Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.
If you close your WePay Account, we will send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.
29. Our Right to Terminate
We may terminate this Agreement and close your WePay Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and suspend access to your WePay Account (including the funds in your WePay Account) if you (a) have violated the terms of the WePay’s policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. Designated Bank may exclusively, or jointly with WePay, terminate this Agreement or acquiring services with immediate effect to you if (a) a Card Network or any competent regulator requires Designated Bank to terminate the Agreement with you or WePay, (b) the integrity or reputation of the Card Network or Designated Bank is, or may be (as determined by Designated Bank) brought into disrepute by you, (c) anything happens to you or in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices and individual activities) that WePay, the Designated Bank, or any Card Network, in its absolute discretion, considers disreputable or capable of damaging the Designated Bank’s reputation or that of any of the Card Networks, detrimental to the Designated Bank’s business or that of any of the Card Networks, or that may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity, or (d) your activities contravene any applicable laws (whether national, EU-based or international) or any codes of practice that Designated Bank may adopt from time to time, or which otherwise relate directly or indirectly to matters that the Designated Bank may view, from time to time, as being unlawful or otherwise objectionable in kind and nature. Any notification thereof by Designated Bank or WePay is effective by giving written notice.
We or the Designated Bank may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed.
30. Effect of Termination
If your WePay Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos and WePay references and logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that WePay shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
You should understand the consequences of termination of your WePay Account.
31. Your License
WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes the Website, any software, programs, documentaiton, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay. You may also use any WePay trademarks in accordance with WePay’s then-current trademark usage policy.
You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with WePay referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
WePay grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.
32. WePay's Intellectual Property Rights
The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay’s trademarks or service marks included in the Service.
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.
WePay owns all intellectual property rights in the Service, including any comments or ideas submitted by you.
You will indemnify, defend and hold us, the Designated Bank, and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights of your Purchasers or customers; (e) your violation of any law, rule or regulation of the United Kingdom or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code; (g) any third party indemnity obligatoins we incur as a direct or indirect result of your acts or omissions (including indmnification of any Card Network or issuer); and (h) your, or your employee’s or agents, negligence or willful misconduct.
You agree to pay if your actions cause someone to make a claim against us.
34. Representations and Warranties
You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all national and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.
You promise us that the information you provide is accurate and that you won't misuse the Service.
35. Disclaimer of Warranties by WePay
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEPAY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WEPAY, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE DESIGNATED BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT ANY INFORMATION IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WEPAY AND THE DESIGNATED BANK DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WEPAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
You agree to use the Service at your own risk.
36. Limitation of Liabilities and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEPAY, ITS PROCESSORS, SUPPLIERS, LICENSORS, CARD NETWORKS OR THE DESIGNATED BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WEPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR WEPAY ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEPAY, ITS PROCESSORS, THE CARD NETWORKS AND THE DESIGNATED BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL WEPAY, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, CARD NETWORKS OR THE DESIGNATED BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from facilities in the United States. WePay makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or the United Kingdom, or are a foreign person or entity blocked or denied by the United States government or United Kingdom government.
There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact WePay Support with any dispute. If WePay, or where relevant Designated Bank, cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.
If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we agree to binding individual arbitration.
38. Binding Individual Arbitration
You and WePay agree to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and WePay, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, WePay advertising, and any use of WePay software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or WePay may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. WePay may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST WEPAY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the London Court of International Arbitration ("LCIA") according to this provision and the applicable arbitration rules. You or WePay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and WePay subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by WePay, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to you and WePay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorised users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the courts of London, England.
You and WePay agree to arbitrate all Disputes rather than resolve them in court.
39. Governing Law
This Agreement and any Dispute will be governed by British law, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. The parties agree that the provisions of Part 5 of the Payment Services Regulations 2009 (SI 2009/209) (the “Regulations) and any other provisions of any law in any other country or territory implementing Title III of Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market (the “Directive”) and all of the regulations 54(1), 55(2), 60, 62, 63, 64, 67, 75, 76, 77, as set our in Part 6 of the Regulations, and any law in any country or territory implementing Articles 52(1), 59, 61, 62, 63, 66, 75(1)-(3) of the Directive and the second subparagraph of Article 54(2) of the Directive, do not apply to this Agreement; provided, however, that the foregoing opt-out shall not apply if you are a consumer, a micro-enterprise or a charity.
This Agreement and any Dispute will be governed by British law.
40. Limitation on Time to Initiate a Dispute
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
You've got a full year to commence a dispute.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WePay without restriction. This Agreement binds you and your respective heirs, reprsentatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns. This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act of 1999.
This Agreement may only be transferred by WePay, not you.
42. Third Party Services and Links to Other Web Sites
You agree that WePay is not responsible for services or websites provided by others.
43. Amendment of Agreement
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon WePay unless in a written instrument signed by a duly authorised representative of WePay. For the purposes of this Section 43, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
WePay has the right to change this Agreement or the Service at any time.
44. Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations with respect to chargebacks, reversals, claims, fines, fees, refunds or unfulfilled products and services.
45. Other Provisions
This Agreement is concluded in English. Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WePay, and they describe the entire liability of WePay and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. In the event of a conflict between this Agreement and any of the Operating Regulations, the Operating Regulations shall prevail. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The right conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or inequity, is cumulative and concurrent and in addition to every other right.
This Agreement is a complete statement of the agreement between you and WePay.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.
Upon termination of this Agreement, certain sections of it will remain in effect.