1. Terms and Definitions1.1. “Rules” or “Merchant Terms” – these Merchant Terms, which govern the use of the Platform by Recipients.
1.2. “ITI Agreement” – the Agreement for the provision of information technology services, which is deemed concluded between Us on the terms of the Rules upon Your accession to the Rules.
1.3. “Platform Operator”, as well as
“We”,
“Us”,
“Our”, etc. – PLAYPAY LTD, a private limited company registered in England and Wales, company number 13752318, registered office: 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
1.4. “Recipient”, as well as
“You”,
“Your”, etc. – a legal entity or other person carrying out business activities on the basis of a valid licence or registration in the country of its establishment, which offers Goods on Your Website.
1.5. “Payment Partner” – a bank, payment institution, electronic money institution, acquirer or cryptoasset service provider holding a valid permit (licence) of the competent regulator of the relevant jurisdiction, engaged by Us for the acceptance of Payers’ payments and/or for payouts to You under the Payment Agent Agreement.
1.8. “Payer” – a person carrying out a Transaction in order to perform monetary obligations to the Recipient.
1.9. “Goods” – goods, services or other consideration which You provide to the Payer in exchange for funds transferred by means of Transactions, information on which is available on Your Website.
1.10. “Site” – Our website [domain].
1.11. “Your Website” – Your website on which Goods are offered for purchase by Payers in exchange for payment of funds by means of Transactions.
1.12. “Transaction” – a payment by the Payer for the Goods made through the Authorization Page under the Payment Agent Agreement.
1.13. “Payer’s EPI (EPI)” – an electronic payment instrument, means and/or method enabling the Payer to draw up, certify and transmit orders for the purpose of carrying out a Transaction within the applicable forms of non-cash settlements using information and communication technologies, electronic data carriers, including payment cards, as well as other technical devices.
1.14. “Account” – Your personalised part of the Platform through which We provide the Services to You.
1.15. “Platform” – Our software called [name of the Platform], access to which is provided to You on the Site through the Account. The Platform may be used through reproducible online interfaces.
1.16. “Authorization Page” – the part of the Platform that enables Payers to carry out Transactions using an EPI, as provided for by the Payer Agreement.
1.17. “Services” – the services provided by Us on the terms of the Rules consisting in making available the possibility of using the online interfaces of the Platform on the terms of a simple (non-exclusive), non-transferable, territorially unrestricted licence for the term of the ITI Agreement, through the use of the Platform interface elements reproduced on Your screen via the Account.
1.18. “Payment Agent Agreement” – the separate bilateral Payment Agency Services Agreement concluded between You and Us and signed by both of us after the approval of Your project, under which We, acting as Your commercial agent, for remuneration conclude contracts of sale of the Goods with Payers in Your name and on Your behalf, collect the price of the Goods through the Authorization Page by engaging Payment Partners, and make subsequent payouts to You (subject to deductions) in fiat currency or in stablecoins, in the manner and on the terms provided for by the Payment Agent Agreement. Our remuneration under the Payment Agent Agreement may be displayed in the Account.
1.19. “Payer Agreement” – the Payer Agreement (terms of payment through the Authorization Page) published on the Site, which governs Our relations with Payers.
1.20. “Applicable Law” – the law of England and Wales.
2. The Parties
2.1. Parties. The provisions of these Rules apply to all business (B2B) relations between Us and You in connection with the provision of the Services. Please note that the Platform is not intended for use by persons not specified in this clause (including individuals), except for the functionality of the Authorization Page, the use of which by Payers is governed by the Payer Agreement.
2.2. Nature of the Services. Unless expressly provided otherwise by the Payment Agent Agreement, the Services provided on the terms of these Rules are exclusively of an information technology nature and do not include the acceptance, holding or transfer of funds. The collection of payments from Payers and payouts to You are carried out only under the Payment Agent Agreement.
2.3. These Rules are not an offer of agency. Registration, accession to the Rules, use of the Account and the submission of a project do not create an agency relationship between You and Us. A Payment Agent Agreement is a separate bilateral agreement, which is concluded only after the approval of Your project and becomes binding only when it has been signed by both You and Us.
3. Acceptance of the Rules; Conclusion of the ITI Agreement3.1. Acceptance of the terms. Accession to the Rules is deemed completed once You have registered on the Site and agreed to their provisions by ticking the relevant box in the form beneath the consent to the terms of the Rules. Please note that We may store data on Your actions in ticking the box (by means of a logging system) throughout the entire existence of the Account, as well as for 5 (Five) years after its deletion, unless a different period is provided for by Applicable Law.
3.2. Conclusion of the ITI Agreement. The ITI Agreement is deemed concluded from the moment of Your accession to these Rules. All terms of the Rules are deemed terms of the ITI Agreement.
4. Term; Amendment of the Rules4.1. Term. The Rules and the concluded ITI Agreement between You and Us have no fixed term. Either of Us may terminate the ITI Agreement by notice to the other of at least 30 (Thirty) days; termination of the ITI Agreement terminates the Payment Agent Agreement on the terms set out therein.
4.2. Amendment. The Rules may be amended by Us at any time. This may be connected, inter alia, with changes in Our business processes, the influence of external factors and other reasons. We publish the amended Rules on the Site and notify You through the Account at least 10 (Ten) days before they take effect, except for amendments required by Applicable Law or the Payment Partners, which take effect on publication. If You continue to use the Platform after amendments take effect, we consider that You agree to the terms of the Rules in their new version.
5. Scope of the Services5.1. Subject matter of the Rules. The Rules govern the terms of provision to You of the Services, including access to the Account, the collection, processing, generation and transmission of information on Transactions, reporting and reconciliation, and the integration of the Authorization Page with Your Website.
5.2. Account. After You complete registration, We will provide You with the access data to Your Account. Please ensure the safekeeping of the access data to Your Account and, if you lose access to the Account, notify us immediately. If You have not notified us in a timely manner of the loss of access to the Account, we will consider that all actions performed using Your Account were performed by You personally.
5.3. Platform. After You register an Account, You will be able to use the Platform. In order to begin configuring Your website, You need to go to the “Projects” section and follow the instructions displayed. In the course of using the Platform, You are given, for informational purposes, the ability to track in real time the history of Transactions and other information. In the event of a discrepancy between the amounts indicated in the Account and those received by You, please request a reconciliation of settlements against the register; the Agent report under the Payment Agent Agreement prevails.
5.4. Remuneration and taxes. The amount and the procedure for calculating Our remuneration are displayed in the Account and/or determined by the agreements concluded between Us. All amounts are stated exclusive of value added tax (VAT) and other indirect taxes; where applicable, the corresponding amounts are charged in addition at the rate in force. If Applicable Law or the law of Your jurisdiction provides for the withholding of taxes at source, the amounts payable to Us shall be increased so that We receive the amount that We would have received in the absence of such withholding.
5.5. Refusal to provide the Services. We may refuse to provide the Services to You without giving reasons.
5.6. Identification (KYC). Before Your project is approved, You must pass the procedure of identification and verification of You, Your business and Your project (know-your-customer checks) carried out by Us and/or Our Payment Partner in accordance with the legislation of the United Kingdom and the European Union on combating money laundering and the financing of terrorism and the requirements of the Payment Partners. For this purpose We will request information and documents, which You must provide within 3 (Three) days of Our request in the manner specified by Us; the processing of the personal data concerned is described in the Personal Data Processing Policy.
5.7. Approval of the project and the Payment Agent Agreement. Whether to approve a project is decided by Us and/or Our Payment Partner. After the project is approved, a Payment Agent Agreement is concluded between You and Us. Until the Payment Agent Agreement has been signed by both of us, You may not use the Platform to accept payments.
5.8. Suspension. We may suspend Your access to the Account or the Platform, in whole or in part, where there are reasonable grounds to suspect fraud, money laundering, a breach of the Rules, the Payment Agent Agreement or the rules of the payment systems, where a Payment Partner so requires, or for maintenance. We notify You of the suspension unless prohibited by law.
5.9. Card data. You must not collect, store or transmit Payers’ card data outside the Authorization Page and must integrate the Authorization Page in accordance with Our technical documentation and the PCI DSS Standard.
6. Site Content6.1. Site content. The Site may have various content, including protected results of intellectual activity (“RIA”). All exclusive rights to RIA belong to the right holders. Please note that if We give You the opportunity to upload to the Site images, text or any other content (“User Content”), then You thereby warrant that You hold all the necessary permissions to upload the User Content to the Site, and are deemed to have granted Us a worldwide, royalty-free, non-transferable, non-exclusive licence to use the User Content on the Site for the purpose of displaying it on the Site, as a result of which such User Content will be available to an unlimited number of persons for the entire period of existence of the Account and/or the validity of Your agreements with Us and/or Our Payment Partners.
7. Confidentiality7.1. Our privacy policy. We respect Your privacy and seek to ensure appropriate protection of any personal data that You share with Us. Please read the Personal Data Processing Policy, which sets out Our policies and procedures regarding the collection, use and/or sharing of Your personal data and which is an annex to the Rules. Please do not accede to the Rules if You wholly or partly disagree with the provisions of the Personal Data Processing Policy.
8. Liability8.1. Unless otherwise provided by an agreement concluded between Us, to the maximum extent permitted by Applicable Law, the Site, the Account, the Platform and all their components are provided on an “as is” and “as available” basis without any warranties, and We disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. You acknowledge that You are aware that We do not guarantee that the operation of the Site, the Account or the Platform will be uninterrupted, timely, secure or error-free, or that the Site, the Account or the Platform will be free of viruses, and We also give no warranties in respect of the results that may be obtained from the use of the said resources.
8.2. Unless otherwise provided by an agreement concluded between Us, in no event shall We be liable for indirect, punitive or incidental damages, lost profit or loss of data for any period arising in connection with Your use of the Site, the Account or the Platform, even if We have been advised of the possibility of such damage.
8.3. Unless otherwise provided by an agreement concluded between Us, Our total aggregate liability in relations connected with the use of the Site, the Account or the Platform shall in no event exceed the amount of Our remuneration received from You in the 3 (Three) months preceding the event giving rise to the claim or, if higher, 1,000 (one thousand) pounds sterling (GBP 1,000).
9. Your Warranties9.1. Ownership of Your website. You warrant that You will be the sole administrator of the domain name on which Your website specified in the Account is hosted.
9.2. Content of Your website. You warrant that the content of Your website will fully comply with the requirements of the legislation applicable to You and will not contain information capable of causing damage to Our reputation, the reputation of the Payment Partner or of third parties.
9.3. Immutability of Your website. You warrant that You will not change the domain name of Your website in respect of which the Payment Agent Agreement was concluded with You, including by means of redirection, without Our prior approval.
9.4. Accuracy of the data provided. You warrant that You will provide only complete and accurate data and will ensure that We and Our Payment Partner hold only up-to-date information.
9.5. Lawfulness of use of the Platform. You warrant that You will use the Platform only for lawful purposes, and will not use anonymisation tools (SOCKS servers, proxy servers, distributed anonymous networks such as “Tor”, etc.).
9.6. Lawfulness of conduct of business. You warrant that You hold all the licences, permits and registrations necessary to conduct Your business and will fully comply with the legislative requirements applicable to You, including those relating to the registration of business activity and the payment of all applicable taxes and charges.
9.7. Sanctions and anti-money-laundering requirements. You warrant that neither You nor Your participants (shareholders), beneficial owners, executives and affiliated persons are included in the sanctions lists of the UN, the United Kingdom or the European Union, are under their control or carry out activities prohibited by the said regimes, and that You comply with the requirements of the legislation of the United Kingdom and the European Union on combating money laundering and the financing of terrorism to the extent applicable to Your business.
9.8. Provision of documents and information. You warrant that, within 3 (Three) days of Our request, You will provide any documents and/or information relating to Your activities using the Platform, including documents confirming performance of reciprocal obligations to Payers in respect of the funds transferred by them as a result of Transactions, in the manner specified by Us.
10. Dispute Resolution and Jurisdiction10.1. Applicable law. All matters not settled by these Rules are governed by Applicable Law.
10.2. Contractual jurisdiction. All disputes under the Rules or in connection with them shall be heard by the courts of England and Wales (London) in accordance with the procedural law in force. Prior submission of a claim is mandatory.
10.3. Pre-trial claims procedure. A claim is sent in written or electronic form from/to the Contact Details. The claim must be reasoned and based on Applicable Law and the provisions of the Rules and other agreements concluded between Us. Time limit for reply to a claim: 30 (Thirty) days from the date of its receipt by the Party or of its dispatch to the Party (if the addressee takes no action to receive the claim).
10.4. Language. The Rules may be published in English and other languages. The English version prevails; in the event of a discrepancy between the versions, interpretation shall be made by reference to the English version, unless otherwise established by mandatory provisions of Applicable Law.
11. Exchange of Legally Significant Communications11.1. Contacts of the Parties. In the course of performance of obligations between Us, there may be (and in some cases there must be) an exchange of important legally significant communications. Such exchange takes place using the official contact details of the Parties (“Contact Details”), in both written and electronic form (equivalently). The conclusion of a separate agreement on the use of electronic document exchange is not required. Our Contact Details are indicated in the Official Notice, and Your Contact Details are indicated by You in the Account and/or in any other documents that You send to Us and/or through Us to Our Payment Partner. Please remember that You bear all risks connected with Your Contact Details having become out of date.
11.2. Exchange of legally significant communications. Unless otherwise provided by these Rules, any correspondence is deemed duly sent to a Party if such correspondence bears the signature and seal (if any) of the signatory or their facsimile. The Parties recognise the legal force of electronic documents and electronic signatures in accordance with the applicable legislation of England and Wales on electronic communications and electronic signatures. Correspondence may be exchanged only using the Parties’ Contact Details.
12. Final Provisions12.1. Severability. If one or more provisions of the Rules are found invalid / unenforceable, etc., such provisions shall be deemed replaced by valid provisions as close as possible in meaning, and the remaining provisions remain in force.
12.2. Information on the Site. Since the Rules are aimed primarily at regulating the relations between Us and You concerning the use of the Platform, access to which is provided by means of the Site, the Rules may contain provisions referring to the content of the Site. Any information contained on the Site, where the Rules refer to such information, is recognised as an integral part of the Rules.
12.3. Discrepancies between the Site and the Rules. If contradictions arise between the Rules and the Site, as a general rule the information stated in the Rules takes precedence. However, there may be exceptions to this rule: for example, if We have not yet had time to bring the Rules into line with new terms that We have already posted on the Site – as a rule, this happens within a few days. If You have any doubts – please contact Us using one of the contacts specified in the Official Notice (“Contacts”).
