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.
“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;