Last update: December 5, 2019.
This Service Agreement (the “Agreement”) is a legal agreement between Alternative Payments Limited (“Judopay”, “we”, “us”) and the person or legal entity using Judopay’s services (“you”, “your”), collectively referred to as (“the parties”). This Agreement describes the terms and conditions that apply to the use of the services (“Services”). By requesting and using the Services, you acknowledge and agree that you have read, understood, and accepted the terms of this Agreement.
Please contact us before you start using Judopay's services, if you have any questions on the terms of this Service Agreement.
2. Registering your Judopay account
- When you apply for a Judopay account we will ask you to provide some information about your business as part of our KYC (“Know Your Customer”) process. This is a compliance requirement imposed by the Card Schemes, Government Regulations, and our Financial Service Providers. The information you will be asked to provide includes, but is not limited to, your legal business name, your company trading name, your address, your Website URL, the nature of your business activity and other information that we require.
- We may also request personal information from your ultimate beneficial owners, authorised signatories and directors such as full name, passport number, birth date, and residential address. You warrant, unconditionally, that all information provided to us concerning your application is correct and up to date.
- You will notify us in writing of any changes as soon as possible and no later than 2 weeks from the date of such change in your business during the term of this Agreement, such as any changes in control of the company. We may suspend your account if you fail to keep this information updated.
- At any time during this Agreement and while you are using our Services, we may require additional information from you to verify the ownership of your business and validate the information you provided. It is expected that you provide this within 72 hours.
- You acknowledge that, in some cases, such changes in information may lead to a rejection by our Financial Service Providers and thus a suspension or termination of your account with us.
- Judopay’s acceptance of your account will be subject to final approval from our Financial Service Providers. For the avoidance of doubt, Judopay shall not be liable to you, under any circumstances if your application is rejected by our Financial Service Provider.
- Judopay will inform you about the conclusive acceptance of your account at which point we will notify you of your Merchant Identification Number (MID) and we will be able to start providing you with the Services.
- Judopay provides you with Payment Services through our Financial Service Providers. You accept and acknowledge that the information submitted to Judopay about you will be shared with our partners with the sole purpose of providing you with the Services.
- You accept and acknowledge that you will be asked to sign separate agreements with our Financial Service Providers. Your refusal to comply with our Financial Service Providers’ terms will prevent you from benefiting from our Services.
- You will provide on the first request from Judopay and within five working days any documentation or information related to the KYC process.
- Judopay reserves the right to reassess the terms of your Pricing Proposal should you fail to provide all of the KYC documents required within one month of the date the Pricing Proposal is signed. For the avoidance of doubt, the conditions of your Pricing Proposal will be deemed expired and will be reassessed if satisfactory documents are not provided in their entirety within one month.
3. Service fees
- Judopay will provide you with the Services at the rates specified in the Pricing Proposal signed by you. By signing the Pricing Proposal, you warrant that you have the authority to enter into Agreements personally or on behalf of the business. For the avoidance of doubt, the Pricing Proposal constitutes part of this Agreement and must be treated as confidential information between you and us. The fees on the Pricing Proposal may include transaction charges and other payment-related events such as dispute handling fees like chargebacks and refunds.
- You acknowledge and accept that Card Schemes and Financial Service Providers may change their charges and that this may affect the terms of your Pricing Proposal. You agree that any such changes will automatically apply to you in the form, amounts and as of the date that the institution(s) indicate.
- Judopay may revise the rates of the Pricing Proposal at any time after the initial period of this Agreement by giving you at least 30 calendar days written notice. This fee revision may be due to the partners’ increase, interchange costs, or non-controllable costs.
- From time to time, increases in interchange and scheme fees may affect your agreed pricing and Judopay will be entitled to pass on to you these non-controllable costs. For the avoidance of doubt, we will inform you of such pricing change with 30 calendar days written notice and your use of the Services constitutes your acceptance of the updated terms.
- You acknowledge that you are responsible for any fees, fines, penalties or other charges that may be imposed by a Card Scheme, financial regulations, or any other person as a result of a failure by you to comply with the provisions of this.
- By using our Services, you agree and acknowledge that Judopay will appoint a Financial Service Provider that will be responsible for receiving and paying funds owed to you concerning your transactions. You will be informed about your Financial Service Provider with whom you will have a direct relationship.
- If you have an existing MID and would like to use Judopay for gateway services only, you will be solely accountable for managing the relationship with your Financial Service Provider of choice. For the avoidance of doubt, Judopay shall not be accountable or liable in any way for liaising on your behalf with your Financial Service Provider.
- For further information about your Financial Service Terms such as remittances and processing fees, please refer to the Agreement with your Financial Service Provider.
4. Relationship with end customers
- It is your responsibility to handle all activities related to the provision of your services to your customers. For the avoidance of doubt, Judopay will not be liable for the products or services that you sell to your end customers.
- You hold the responsibility for the relationship with your end customers and the quality of the services provided, including returns, refunds, deliveries, and overall quality.
- You warrant that at all times during this Agreement, you hold the required licenses, permissions, and clearances necessary to conduct your business in all jurisdictions in which you operate and that the provision of any services shall not be in breach of any applicable legislation.
- Judopay is not responsible for providing any support to your end customers unless otherwise agreed in writing between the parties.
- You are responsible for making sure your end customers understand all charges related to your service and that you will provide them with a receipt describing in detail the amounts charged.
- You acknowledge and accept that it is your sole responsibility to ensure that the cardholder has granted its consent to be billed in connection with your services.
- You must provide your services with reasonable care and skill as per the Consumer Rights Act 2015 requirements.
- Upon registering your Judopay account, you acknowledge that we will contact you to provide relevant notices concerning the provision of the Services to the email address provided by you. We may also contact you via phone on the number indicated by you as the primary account contact.
- By using our Payment Services, you authorise us to provide notices to you through our website, email, phone, and Judopay portal.
- You must send notices to Judopay on the following address: Alternative Payments Limited t/as Judopay Rise London, 41 Luke Street, London, United Kingdom, EC2A 4DP. You may also contact our Customer Support team on +44 203 503 0600.
- Any written notice to be given under this Agreement shall be deemed to have been received: at the time of delivery if received personally; 48 hours from the date of posting (for addresses in the United Kingdom) if received via prepaid first class post; seven calendar days from the date of posting (for addresses outside the United Kingdom) if received via prepaid first class post; at the time that the email is sent if received via email.
- Unless agreed otherwise, all communications related to this Agreement must be in English.
6. Terms & terminations
- The initial term of this Agreement is twenty-four months (the “minimum term”) from the date you first process a transaction with Judopay, (the “effective date”).
- The Agreement shall come into effect on the effective date and unless terminated earlier in accordance with Section 6 or otherwise, shall continue for an initial period of twenty-four months (the “minimum term”). Thereafter, unless terminated earlier in accordance with clause 6 or otherwise, this agreement shall automatically renew for successive periods of one year unless either party services written notice on the other party of its desire not to renew this agreement at least 30 calendar days prior to the expiry of the then-current term (the minimum term and renewal period, if any).
- Judopay is entitled to terminate your account if you don’t use our Service for a period of 90 calendar days or more. We will not end the Service according to the provisions of this section without giving you prior written notice to which you will have 10 calendar days to respond. For the avoidance of doubt, in the event of termination for inactivity, Judopay will be entitled to charge you the applicable fixed fees such as Compliance Fee and Setup Fee.
- Either party is entitled to terminate this Agreement at any time with immediate effect if one of the following occurs (“Events of Default”):
- The other party is in material or persistent breach of this Agreement and fails to remedy such breach within 30 calendar days of written notice from the terminating party specifying the breach and remediation required;
- If you fail to comply with or if you violate any Card Scheme Rules or applicable law, PCI-DSS and / or regulations;
- If Judopay ceases to be a member of one of the Card Schemes or ceases its partnership with one of the Financial Service Providers. Judopay will endeavour to give you prior notice to such termination and present you with an alternative solution to keep providing you with the Services;
- If you fail to pay any amount due under the Agreement within 30 calendar days of us giving notice to you that payment is due;
- If anything happens to your business or comes to our attention, or the attention of our Financial Service Partner, concerning the conduct of your business or you engage in business activities or individual activities that we consider may affect your ability to meet your obligations under this Agreement;
- If you participate in any activity that gives rise to a Fraud or criminal activity or that may damage the reputation or be detrimental to the business of the Card Schemes, Financial Service Providers or us;
- If we are required or requested by the Card Schemes, Financial Service Providers or competent regulatory authority or because of any Applicable law that applies to us or you;
- If we discover that you provided misleading or false information to us under this Agreement at any time;
- If an event of Force Majeure occurs as per Section 24 of this Agreement;
- Termination or expiry of this Agreement shall not affect the rights, remedies, obligations, and / or liabilities of the parties that have accrued up to the termination date or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
- Upon termination of this Agreement, you shall immediately pay us any outstanding unpaid invoices and interest in full. In respect of the Services supplied but for which no invoice has yet been submitted, we may send an invoice, which shall be payable immediately on receipt.
7. Invoicing process
- Payments will be made from you to Judopay via Direct Debit, please refer to our Direct Debit Service Agreement. If a Direct Debit payment is not setup Judopay will send you monthly invoices.
- Judopay will issue you a monthly invoice with the total amount due from the previous month’s transactions.
- Invoices are payable within 14 calendar days. If any sum is due from you to us under this Agreement and is not paid as per the agreed payment terms, we shall be entitled (without prejudice to any other rights) to charge interest at the rate of 2 per cent above the base rate of the Bank of England in force at that time, from the date the payment becomes past due until the date the payment is received.
- If you have a genuine dispute concerning the whole or any part of any invoice, you must notify Judopay of the nature of such dispute in writing within 28 calendar days of the date of the invoice. The Parties shall cooperate in good faith to resolve the dispute as amicably and promptly as possible. On settlement of any dispute you shall make any payment(s) due within five calendar days, and in accordance with this Agreement.
- All amounts and fees stated under this Agreement shall be paid in the currency stated on your pricing proposal and are inclusive of value-added tax, which shall be added to Judopay’s invoice at the appropriate rate.
- You acknowledge that the settlement/remittance schedule is handled by the Financial Service Provider governing the provision of acquiring services to you.
- You accept that the Financial Service Providers shall be solely responsible for paying the remittance to you and for the authorisation and settlement of transactions as per the terms and conditions of the applicable Merchant Services Agreement.
8. Token migration process
- You acknowledge that to perform a Token Migration to Judopay, you must provide Judopay with the files from your current service provider. The files must be shared via secure channels and encrypted with our key.
- You acknowledge that you are solely responsible for requesting the files from your current provider and that it must contain the minimum required fields: Token Number, Consumer ID, Card Number, and Expiry date.
- You accept and agree that the Token Migration process will only be executed after the Effective Date. The Token Migration date will be scheduled between you and Judopay during the final stages of setting up your Judopay account.
- You understand that the Token Migration process duration is dependant on the number of tokens to be migrated and that Judopay will perform its duties according to industry best practices. Judopay will keep you updated during the process.
- You accept that Judopay will only perform the Token Migration once as part of the onboarding process, token migrations may be subject to professional service charges which will be detailed separately.
- You accept and acknowledge that Token Migration from Judopay to another provider must be communicated to us with 90 calendar days in advance and will be subject to the charges agreed between the parties.
9. Your obligations
- You may only use the Services for the payment of products and services informed by you when entering into a contractual relationship with Judopay. Any changes associated with your product or service must be immediately communicated to Judopay.
- You may not use our Services for the payment of your products where it is illegal to offer or provide these to or from a country stated in our Restricted Business List and / or our Service List, which is updated from time to time.
- Judopay may require you, from time to time, to proceed with software updates. You accept that such requests be acted upon promptly.
- You must be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Judopay’s data centres. Judopay is not responsible for any problems, conditions, delays, delivery failures or any other loss or damage arising from or relating to your network connections links or caused by the internet.
- It is your responsibility to keep your Judopay account details, passwords and other login details provided by us to you secure and undisclosed to others.
- You must be compliant at all times with the current PCI-DSS requirements. Judopay is entitled to request your Attestation of Compliance at any time during the provision of the Services to you. You further accept and acknowledge that failure to provide a valid attestation of PCI-DSS compliance to our Financial Service Providers may result in termination of your account and incurrence of non-compliance fees
- Judopay is fully indemnified from any losses and fines incurred, including charges applied by the Card Schemes due to your breach of PCI compliance obligations.
10. Our obligations
- Judopay warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
- Judopay warrants that in performing the Services, it shall comply with the applicable laws concerning performing its obligations under this Agreement.
- Judopay shall provide the Services in accordance with the documentation made available by Judopay to you via our Website setting out a description of the Services and user instructions for the payment services. For the avoidance of doubt, Judopay shall not be held responsible for any errors in the documentation.
- In consideration of the Charges, Judopay agrees to provide you (i) real-time or near real-time transaction processing capability over the Internet by way of a payment processing gateway. It is agreed that all Transactions shall be submitted to Judopay for processing as per Judopay’s integration documentation; (ii) the support services in accordance with the Support Procedure Documents; and (iii) online access to operating manuals or instructions supplied or made available by Judopay from time to time relating to the products and Services.
- Judopay commits to revise the Service from time to time, ensuring that you benefit from the best technology. If changes to our systems are required by regulations, laws, or Card Scheme rules, we shall implement them with immediate effect.
11. Compliance with the card schemes
- You are and remain solely responsible for ensuring that your products and services are compliant with the Scheme Rules and applicable laws in the country where you operate and where you are based.
- You acknowledge and accept that some payment methods require special conditions and specific behaviour from you and it is your responsibility to ensure adherence to these at all times.
- You shall not apply a price threshold for accepting a card or alternative payment method, in accordance with the Card Scheme Rules.
- You must not impose excessive fees or charges for the acceptance of an eligible payment method; any fees or charges imposed must be limited to reflect your costs associated with the payment method. You must inform the end customer about these costs before the payment transaction is initiated.
- You acknowledge and agree that the Card Schemes are the sole and exclusive owners of their respective marks and you shall not contest the ownership of such marks for any reason.
12. Prohibited activities
- When using our Services you must adhere, at all times, to the rules, regulations or directives applicable to you. This may include, but not be limited to, privacy laws, consumer rights, financial services regulations, Card Scheme regulations and any other laws applicable to your business activity.
- You may not use our Services to trade in any individual, country or business mentioned in the sanctions lists of the United Kingdom.
- You may not use our Services to trade in any Restricted Business activity. Judopay will update the Restricted Business list from time to time. You are responsible for ensuring that your business activity is compliant with our latest list.
13. Intellectual property rights
- Nothing in this Agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before, during or after this Agreement, and in or outside the scope of this Agreement.
- For clarity, you acknowledge and agree that Judopay owns all Intellectual Property Rights of its Payment Services, Software, and Documentation. This Agreement does not grant any rights to, under or in any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Payment Services.
- Judopay grants you a personal, non-exclusive, royalty-free, non-transferable licence to use our Services and the right to use any other of our Systems, Softwares and Internet-based Services. Judopay grants you the right to download and install updates to the Services as available from time to time.
- You shall not obtain title, copyrights or any other proprietary right to any Software. At all times, Judopay or its suppliers retain all rights to such Software, including but not limited to updates, enhancements, and additions.
14. Licence restrictions
- Upon termination or expiration of this Agreement, you shall no longer be entitled to use the Service and the licence granted by us to you shall immediately expire.
- You shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software.
- Your use of such Software shall be limited to that expressly authorised by Judopay.
- Our suppliers are intended third-party beneficiaries of this Agreement to the extent of any terms herein pertaining to such suppliers’ ownership rights and such suppliers have the right to rely on and directly enforce such terms against you.
- Certain parts of the Developer Tools provided from us to you have been (and will be in the future) released by Judopay under an Open Source licence and are or will be subject to the terms of the applicable Open Source licence.
- It is your sole responsibility to comply with the terms of any Open Source licenses required to use the Service.
15. Anti-bribery and anti-corruption
- Neither Party shall commit any Prohibited Act under the Bribery Act 2010, or under any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption.
16. Processing of personal data
- It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data.
- You accept and agree that you must be compliant at all times during this Agreement with the latest privacy laws.
- You acknowledge that it is your responsibility, as required by law and in connection with this Agreement, to obtain consent from your end customers to pass any necessary data to Judopay. You must also ensure that your end customer is aware at all times that Judopay provides you with Payment Services.
- Both parties undertake that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the other party.
- Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement.
- Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Section 17; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
- A party’s confidential information shall not be deemed to include information that is or becomes publicly known other than through any act or omission of the receiving party; was in the other party’s lawful possession before the disclosure; is independently developed by the receiving party, where independent development can be shown in written evidence.
- The provisions of this Section 17 shall survive termination of this Agreement, however arising.
18. Fraud control system
- You can send transactions for fraud screening using Judopay fraud detection solution or other bank checks such as 3D Secure (3DS), Address Verification Service (AVS) and CV2 Checks. These checks score the probability of a transaction being fraudulent and/or check the validity of the Cardholder.
- The fraud prevention tools do not guarantee the prevention of fraudulent transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting fraud score, Transactions may be fraudulent or non-fraudulent.
- Judopay reserves the right to change the fraud model within Judopay fraud detection solution at its discretion to improve the accuracy of the systems or, with no obligation for notice, where you are processing an unacceptable number of fraudulent transactions or substantially increasing chargeback levels.
- For some Payment Methods, Transactions can be cancelled by you after they have been Authorised. The final responsibility for accepting or rejecting a Transaction will remain with you. Judopay reserves the right to cancel any transaction that it has reasonable grounds to suspect to be fraudulent or that involves other criminal activities.
19. Right to audit
- You shall grant to Regulatory Authorities, regulatory examiners (acting pursuant to and in accordance with their supervisory powers under the Applicable Law and any required authorisation) or the Card Scheme such access to your premises, staff and documentary records as is necessary in order to comply with regulatory requirements and Card Scheme Rules, and you shall provide such assistance as may be reasonably necessary in relation thereto.
- Subject to the conditions set out in this section, you shall allow Judopay and its Authorised Auditors to access you premises, personnel, and relevant records as may be reasonably required: (i) to fulfil any request from any of the Regulatory Authorities or the Card Schemes or made by virtue of the Applicable Laws; and (ii) to verify that you are in full compliance with its obligations under this Agreement, in such circumstances where Judopay has requested information pursuant to this Agreement and Judopay has a reasonable basis to suspect from such information (or lack thereof) that there is fraud or other forms of irregular activity.
- Audits shall be performed on no more than one occasion during any twelve-month period unless the Applicable Laws and/or the Card Scheme Rules require otherwise.
- Judopay shall (on a best endeavours basis) provide at least one (1) months’ notice of its intention to conduct an audit where reasonably practicable, such notice describing the Judopay staff that will be carrying out the audit and issue(s) that will be the subject of the audit.
- The audits shall be carried out at the expense of Judopay, provided that if an audit demonstrates that you are in material breach of your obligations under this Agreement, Judopay shall be entitled to recover from you all costs and expenses that it has reasonably incurred in connection with such audit.
20. Agreement provisions
- Words (including the definitions in this Section importing the singular shall include the plural and vice versa.
- Any reference to any gender shall include the other genders.
- Any reference to a person shall be construed as including any person, firm, company, corporation, society, trust, foundation, government, state or agency of a state or any association or partnership (in each case whether or not having separate legal personality) or any two or more of these.
- Any reference to this Agreement or any other agreement or document shall be construed as a reference to that agreement or document as it may have been, or may from time to time be amended, varied, novated, replaced or supplemented.
- Any reference to a section shall be construed as a reference to a section of this Agreement.
- The rule known as the “ejusdem generis rule” shall not apply and accordingly: (i) general words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words indicating a particular class of acts, matters or things; and (ii) any phrase introduced by the words “include”, “including” or “in particular” or any similar words or expressions shall be construed as illustrative and shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.
- Any references to in writing shall include any modes of reproducing words in a legible and non-transitory form.
- The table of contents and all headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.
- All obligations given or entered into by more than one person are given to or entered into jointly and severally unless otherwise specified.
- Neither of the parties excludes or limits any liability to the other party for death or personal injury directly attributable to negligence; for fraud or fraudulent misrepresentation; or for any other matter for which it would be unlawful for the party to exclude or attempt to exclude its liability.
- You will indemnify, defend, and hold Judopay and its Affiliates harmless (and its and their respective employees, directors, agents, affiliates and representatives) from and against any and all Losses arising out of any claim that arises out of or relates to: any breach of your representations, warranties, or obligations in this Agreement; your wrongful, fraudulent, negligent or improper use of the Service; any Transaction submitted by you through the Service (including without limitation any claim or dispute arising out of the products or services offered purchased from you via payments processed by Judopay); your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; your violation of any applicable law, including without limitation the Card Scheme Rules; and any third party’s access and/or use of your account.
- Judopay will defend you, your officers, directors, and employees against any third-party claim that the Payment Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality.
- You shall not assign, transfer, create any encumbrance in or over, or deal in any other manner with this Agreement or a right or obligation under this Agreement without having first obtained our written consent.
- Judopay shall be entitled to assign its rights under this Agreement to any other entity and will provide reasonable notice to you of any assignment.
24. Force Majeure
- Neither party will be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control, or where relevant, the reasonable control of Judopay and suppliers (“Force Majeure Event”).
- If a party of this Agreement is subject to a Force Majeure Event it shall not be in breach provided that it promptly provides notice in writing to the other party of the nature and extent of the Force Majeure Event and it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event.
- Nothing under this section will affect or excuse your liabilities or your obligation to pay fees, fines or disputes.
25. Entire agreement
- This Agreement constitutes the entire Agreement between the parties concerning its subject matter.
- It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, concerning subject matter.
- Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature (together “Pre-Contractual Statements”), other than those which are set out in this Agreement.
- Each party hereby waives all rights and remedies which might otherwise be available to it concerning such pre-contractual statements.
26. Savings provision
- Should any provision in this Agreement be declared null and void or inapplicable, said provision shall be deemed non-existent, however, all other provisions within the Agreement shall remain applicable.
27. Agreement updates
- We reserve the right to change or add to the terms of this Agreement at any time and, where appropriate, we will notify you when we make any substantial updates.
- Your use of the Services constitutes your acceptance of the updated terms of this Agreement.
- In the case you wish not to accept our updated terms, you must contact us to proceed with your account termination, as per Section 6 of this Agreement.
28. Limitations of liability
- Under no circumstance will Judopay be liable or responsible for indirect, incidental, punitive exemplary or consequential damages from your inability to use the Services or for any unavailability of the Services, for loss of profit or business, depletion of goodwill or any similar losses arising in relation to this Agreement even if such damages are foreseeable and if Judopay has been advised of such possibility.
- Judopay is not liable, and will not take any responsibility for, any harm, losses or damages that arise related to unauthorised access to the Services, hacking, your failure to use security controls, anti-fraud measures or data protection security measures.
- Judopay does not accept any responsibility for any damages and liabilities to you or third-parties related to your access or use of the Services not being in accordance with the Judopay instructions or documentation available on our Website; any access of systems and services that are not authorised, any interruptions to or downtime of the Services; any viruses or bugs that may be transmitted to or through the Services; any inaccuracies, omissions, errors or losses in the data provided by you to us.
- Nothing in this Agreement excludes or limits either Party’s liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability which can not legally be excluded or limited.
29. Third-parties liability
- In addition to any obligation that you may have under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors, and agents, to the extent such persons are acting within the scope of their relationship with you.
- You agree to defend Judopay, our respective employees, agents, and service providers against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against us.
- You agree to fully reimburse Judopay for any Claims that result from your breach of this Agreement; for all fees, fines, disputes, refunds, reversals, returns, or any other liability we might incur as a result from your use of our Services; for negligent or willful misconduct of you, your employees, your suppliers or contractors; for contractual or other relationships between you and your end customers.
30. No warranties
- Subject to the terms of this Agreement Judopay will have no liability for any and all direct, indirect or consequential loss arising from any delay or failure to provide all or any loss of data which may be sought from delays, failure to deliver or service interruptions outside the control of Judopay including (without limitation) those arising from errors or omissions on your part or from levels of use which are unusually large and which have the effect of causing disruption or delays in the Services.
- Judopay does not warrant that the Services and/or software are error-free or operate without interruption or are compatible with all equipment and software configurations.
- Judopay gives no warranty as to the quality of the information received through the Services and/or software.
- The Service may contain errors or “bugs” that may lead to interruptions and errors. You understand and accept that Judopay will contact you in order to help with the Service and also request information needed to identify and remedy such errors.
- Where Judopay provides any specification, design, plan or scheme, you agree to check the accuracy and suitability of such information provided and agree that Judopay shall not be liable for any omissions, errors or inaccuracies therein.
- Any documentation drawn up by Judopay is and will remain the property of Judopay and may not be reproduced in whole or in part without our prior written consent.
- The warranties in this section shall be subject to your compliance with its obligations under this Agreement.
31. Third-party rights
- Save as otherwise expressly provided, a person who is not a party to this Agreement shall not have any rights under or in connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
- You accept and agree that your name and logo (as published by you) may be used by Judopay on its website and in certain marketing materials.
- Judopay accepts that any other use of your name, logo, or information shall only occur with your prior written approval.
- Neither you nor Judopay will imply any untrue sponsorship, endorsement or affiliation between us.
33. Dispute resolution
- Should a dispute arise concerning the fulfilment, interpretation or validity of this Agreement, both Judopay and you agree to take all steps to reach an amicable resolution.
- This section is without prejudice to either Judopay or your right to seek interim relief against any other Party (such as an injunction) to protect its rights and interests, or to enforce the obligations of any of the other Parties.
- The Parties will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations. A Party must submit a written notice to any other Party to whom such dispute pertains, and any such dispute that cannot be resolved within 30 calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to an arbitrator selected by mutual agreement of the Parties.
34. Governing law and jurisdiction
- This Agreement and any disputes or claims arising out of or in connection to its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.
- The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
- A reference to the law of the European Union will, following the United Kingdom’s exit from the European Union, be construed as a reference to that law as applied in the United Kingdom on and after the exit day.
“3DS” means a 3-domain structure, also known as a payer authentication which is a security protocol that helps to prevent fraud in online credit and debit card transactions;
“Acquiring” means the capture of Transactions and the routing of Transactions for Authorisation, Clearing and Settlement of funds in accordance with the Card Scheme Rules (and “Acquirer” shall be construed accordingly);
“Account” means your online account maintained by Judopay and where transaction information is held;
“Affiliate” means, in relation to a company which is, on or after the Effective Date of this Agreement, subsidiary or holding company;
“Applicable Laws” means, in respect of a party, all applicable laws and regulations and, if applicable, the prevailing rules and regulations of any Regulatory Authority in any jurisdiction to which that party is subject in respect of the performance of its obligations under this Agreement in each case for the time being in force (but not including, for the avoidance of doubt, the Card Scheme Rules);
“Application” means your application to us for the provision of any of the Services and Application Form shall be construed accordingly;
“Attestation of Compliance” means the form used by merchants to attest the result of a PCI DSS assessment;
“Authorisation” means, in respect of any Transaction, confirmation that a Card has not been reported as stolen and that there are sufficient funds on the account for such Transaction to be processed (and “Authorised” shall be construed accordingly);
“Authorised Auditor” means a member of the Chartered Institute of Accountants which has been appointed by Judopay to conduct an audit;
“Authorised Signatories” means the officer or representative of the business that is vested with powers to commit the authorising organisation to a binding agreement;
“AVS” means Address Verification System which is a system used to verify the address of a Cardholder. The system will check the billing address of the card provided by the cardholder with the address on file at the card issuer;
“Business Day” means any day on which Judopay is open for business to the general public in England, other than a Saturday, Sunday, or public or bank holiday;
“Card” means a valid credit, debit card or similar instrument (including a virtual or electronic instrument) that is issued pursuant to a licence from one of the Card Schemes;
“Cardholder” means an individual or an entity for whose use one or more Cards have been issued from time to time;
“Card Issuer” means a financial institution that is a member of the Card Schemes and that issues Cards to Cardholders pursuant to the Card Scheme Rules;
“Card Scheme” means MasterCard, Visa, Discover or any other Card payment scheme as agreed in writing by the Parties from time to time;
“Card Scheme” means the payment network linked to payment cards namely: Visa, MasterCard, American Express, Diners Cards and others.
“Card Scheme Fees” means the fees charged by a Card Scheme in relation to a Transaction;
“Card Scheme Rules” means the by-laws, rules, regulations, releases, interpretations, operating guidelines and other requirements promulgated by any Card Scheme (as amended from time to time by such Card Scheme) including the rules and operating instructions applicable to the PCI DSS, and which are available from Card Scheme websites from time to time;
“Change of Control” occurs if the person (or persons) who ultimately controls a Party ceases to do so, or if another person (or persons) acquires ultimate control of the Party; provided always that a Change of Control shall not be deemed to occur in the event of a solvent reorganisation of a group of companies of which the relevant Party is a member;
“Claim” means a claim by an Indemnified Party for which indemnification is available from the indemnifying Party under this Agreement;
“Confidential Information” means all information disclosed by one Party to the other which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person;
“Consequential Loss” means consequential, incidental, special, indirect or punitive damages, or any loss of actual or anticipated profits (or any other economic loss), loss of data, loss of opportunity, loss of goodwill and loss of reputation, whether the claim in respect of such loss is made in contract or in tort or any other basis, and weather or not foreseeable;
“CV2 Checks” means CVV, or Card Verification Value which is a check that is carried out on the card used for the transaction. The check uses the 3 digit security code – commonly found on the reverse of cards;
“Developer Tools” means the application programming interface, sandbox, software development kits and other developer tools that help developers to quickly add the Services to their mobile application;
“FCA” means the UK Financial Conduct Authority (and its successor regulatory authorities), 25 The North Colonnade, Canary Wharf, London E14 5HS;
“Fee(s)” means the fee(s) as listed in your Pricing Proposal,
“Force Majeure” means any event beyond the reasonable control of either Party and shall include (but not by way of limitation) national strikes, riots, sabotage, terrorism, acts of war, hostilities or piracy, fire, explosion, storm, flood or earthquake, and delay caused by failure of communications or power supplies or transport or shortages of materials or labour or supplies of any kind;
“Financial Service Provider” means the acquiring bank which provides you with acquiring services;
“Financial Service Terms” means the agreement between you and the Financial Service Provider in relation to the provision of acquiring services;
“Government Regulations” means, in respect of a party, all applicable laws and regulations and, if applicable, the prevailing rules and regulations of any Regulatory Authority in any jurisdiction to which that party is subject in respect of the performance of its obligations under this Agreement in each case for the time being in force (but not including, for the avoidance of doubt, the Card Scheme Rules);
“Intellectual Property Rights” means patents, petty patents, utility models, trademarks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, database rights, know-how, secret processes, inventions, trade or business names, domain names, website addresses and any similar rights in any country whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them;
“Interchange” means a fee charged by the Card Issuer to an Acquirer (or in the case of a Chargeback or ATM Transaction charged by an Acquirer to the Card Issuer) for the clearing and Settlement of a Transaction;
“KYC” means “know your customer”, which is the process of verifying the identity and suitability of a company to enter a business relationship;
“Losse(s)” means actions, proceedings, damages, liabilities, claims, costs and expenses including fines, penatiles, legal and other professional fees and expenses;
“Marks” means the service marks, trademarks or registered symbols of any of the Card Schemes, Judopay and any of the partners providing services under this Agreement.
“Merchant” means a merchant (as defined in the Card Scheme Rules of Visa, MasterCard and Discover) which is domiciled in the Territory;
“Merchant Identification Number” (MID) means the unique identification number of your account with the Financial Service Provider for the purpose of accepting card payments;
“Parties” means Judopay and you, for the context of this Agreement.
“Partners” means the Financial Service Provider or other third-party service provider involved in the process of providing you with the Services.
“Payment” means the authorisation with an associated real time action by the Merchant for the collection/capture of payment;
“Payment Services” means the service provided by Judopay to you using Judopay’s Payment Gateway;
“Payment Gateway” means the software system devised and used for collecting Transaction data from a Merchant for forwarding to an Acquirer;
“PCI DSS” means the Payment Card Industry Data Security Standards, as released from time to time by the PCI Security Standards Council;
“Personal Data” has the meaning set out in the Data Protection Laws;
“Pricing Proposal” means the separate agreement between the parties which sets the fees associated with the provision of the Services.
“Prohibited and Restricted List” means a list of merchant industries and sectors for which Judopay does not accept to process payments;
“Regulatory Authorities” means the FCA, Card Schemes and any governmental or regulatory body having jurisdiction over a party to this Agreement;
“Section” means the clauses of this Agreement;
“Set Up Fees” means the fees charged to you for it being enabled to receive the Services;
“Service” means any and all services that Judopay shall provide to you under this Agreement;
“Term” means the duration of this Agreement, as referred to in section 6;
“Territory” means such Card Scheme regions in which Judopay is licensed to offer the Services;
“The Business” means the person or legal entity using Judopay’s services (“you”).
“Token” means the non-data element extracted from a sensitive data element. For the context of this Agreement the sensitive data is Card information.
“Transaction(s)” means, in relation to a Card, the purchase or lease by a Cardholder of goods and/or services from a Merchant (including a credit or Refund) made by the use of the Card and/or any Cardholder obtaining a cash advance from a Merchant;
“Ultimate Beneficial Owner” means the beneficial ownership of 25% or more of the voting equity securities of the company;
“Website” means www.judopay.com;