OKTO Merchant Terms and Conditions

OKTOPAY UK LIMITED

MERCHANT TERMS AND CONDITIONS UK

Version 1

1. Why you should read these terms and conditions
1.1. This Agreement sets out the Terms and Conditions for the OKTO Merchant e-wallet and the related Services within the United Kingdom.
1.2. These Terms and Conditions constitute an agreement (the “Agreement”) which is entered into between OKTOPAY UK LIMITED, a company incorporated in England (company number: 13003314) with registered office at Cyprus20 Ashfield Road, Leicester, England, LE2 1LA (“we”, “us””) and you (the “Client”).
1.3. We act as an EMD Agent of PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its registered office at “PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, UK” authorized as an Electronic Money Institution supervised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.
1.4. Please read this Agreement carefully before you agree to it, as its terms apply to the Services. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only use the Services and agree to the terms of this Agreement if you agree to be bound by this Agreement.
1.5. This Agreement is concluded in English language and all communications between you and us shall be in English only. By accepting this Agreement, you confirm that you understand this language, do not have any objections for this language being used as a language of contractual relations between you and us and agree to be bound by this Agreement in the language that it is drafted in.
1.6. You can contact us at support@oktopay.eu. You may request and we shall provide a copy of this Agreement at any time. This Agreement will be also available on the Website.
1.7. We will contact you by writing at the email address(es) you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us. We may also provide notices or other information to you from time to time through our Website (including the posting of information accessible to you after your Account login). Notices sent by email or made through our Website shall be deemed to have been received 24 hours after the time of remittance of email or of posting to the Website.
1.8. This Agreement shall be read along with Payrnet Limited Terms and Conditions for Corporates Electronic Money Accounts, which are available here.

2. Glossary

“Account” or “OKTO e-wallet” or “OKTO Account” or “OKTO Merchant e-wallet” is the Business web-based e-money payments account you have opened with us in your name which you will be using in accordance with the terms and conditions of this Agreement.

“Agreement” means this agreement and all policies supplementing this Agreement, including the OKTO Privacy Policy, the OKTO Complaints Handling Policy, and the OKTO Merchant Services Pricing a copy of which is available on our Website, as well as all subsequent amendments thereof.

“Available balance” the amount of e-money held in your OKTO e-wallet.

“Business” or “Corporate” means any physical or legal entity (duly represented by a representative) that is not a Micro Enterprise or a Charity or a Consumer (individual acting for a purpose other than a trade, business or profession) and that acts for trade, business or profession purposes.

“Business Day” means a day when the clearing banks in England or other jurisdictions where the Services are provided, are open for business, excluding Saturdays, Sundays and public holidays in England or other jurisdictions where the Services are provided.

“Client” means you.

“Electronic Money” means electronically, including magnetically, stored monetary value as represented by a claim on the issuer, which is issued on receipt of funds for the purpose of making payment transactions and which is accepted by a natural or legal person other than the issuer of electronic money. The electronic money shall not constitute a bank deposit and shall bear no interest. For the purposes of this Agreement, any value stored in your OKTO e-wallet is electronic money and the issuer is Payrnet Limited. The terms “E-money”, “money” and “funds” are used interchangeable in this Agreement.

“IBAN” is the International Bank Account Number, a standard international numbering system that identifies your Account.

“OKTO Merchant App” is a web-based application through which you may access the Services.

“Payment Service User” or “PSU” means any verified, registered person who holds an active OKTO Consumer e-wallet in their name and who may use the Services and transact with you.

“Services” means the payment services related to your OKTO Account performed by us according to the terms and provisions of this Agreement, including opening and closing of an e-wallet, viewing your e-statements, checking the Available balance and Transaction history as well as executing payments, as these are accessed through the OKTO Merchant App.

“Transaction” is an action performed or permitted by you which results to money entering or leaving your Account.

“Website” means our website from time to time, currently www.oktowallet.com.

“Writing” means in written form including email.

3. TERM AND BECOMING A CLIENT
3.1. You can agree to this Agreement and open an OKTO Account if you are registered in the United Kingdom and after having completed the onboarding process in place. As a legal entity, you warrant that the person that accepts this Agreement on your behalf is an authorized representative of yours who has been granted full authority to act on your behalf in relation to the Services (and as this may be modified from time to time), and any actions taken by this person including but not limited to purchase of Services, modification of the service plan, termination, or transfer of the service plan, would be considered binding and final.
3.2. This Agreement shall remain in force until terminated in accordance with its terms.
3.3. Even in the absence of any notification to us, this Agreement is also applicable to any other person (legal or natural) you grant permission to use your Account. In any case, you remain liable against us for any action or omission performed by these persons.

4. SERVICES
4.1 Our provided Services are displayed in our Website. Additional (new) or amended features and Services may be provided at any time. You may be notified of any such event, but it remains your responsibility to regularly check the Website for such additions or amendments.
4.2 We offer business (or corporate) accounts for merchants. The primary use of a business Account is for its own operational purposes and should not be used for personal or family purposes.
4.3 The IBAN services are provided by Payrnet Limited, who is the issuer of the IBANs.

5. YOUR OKTO E-WALLET
5.1 Your OKTO Merchant e-wallet is an e-money payment account opened by us in your name that holds e-money. The e-money payment accounts can only be opened in Sterling (GBP) currency
5.2 Through your OKTO e-wallet you can do the following:

  • Send and receive funds to and from Payment Service Users.
  • Redeem money by sending it to your bank account.

5.3 You should never allow anyone to operate your OKTO e-wallet on your behalf if they are not your authorized representatives. All activities carried out in your OKTO e-wallet are deemed as activities carried out by you and you represent and warrant that you are the sole beneficiary of the OKTO e-wallet.
5.4 You may only open one OKTO e-wallet.
5.5 You can maintain balances in your OKTO e-wallet however you will not receive any interest.
5.6 You may hold Electronic Money indefinitely. However, if there is no activity on your OKTO e-wallets for more than two (2) years, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, the Electronic Money may be redeemed and the corresponding funds may be sent, less any of our costs incurred, to the last known bank account.
5.7 You can view your OKTO Account statement by logging into your OKTO Account. All your Transactions (money received, redeemed or sent) together with all applicable fees and charges will appear in the transaction history section of your OKTO e-wallet. You can access the transaction history when you log in to your OKTO Account and select the transactions tab/button.

6. OPENING AN OKTO E-WALLET
6.1 When requesting to open an OKTO e-wallet, you will need to accept all required terms and conditions and provide all necessary information and documents.
6.2 To comply with the requirements of the applicable legislation on the Prevention of Money Laundering and Terrorist Financing, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept you as our Client and no Services will be provided to you.
6.3 To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your or your shareholders’ or officers’ or partners’, identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws.
6.4 In relation to the email address that you have designated and registered with:
o You guarantee that you are the beneficiary and lawful user of this email address.
o You are obliged to take all necessary measures to avoid unauthorised access and use of this email address and you recognize that any communication through the use of this email address is considered deriving, addressed to and received by you.
6.5 We may, from time to time, make available to you other methods or procedures for you to become of verified status in order to be able to receive our Services through an OKTO Account. Such methods will be provided on the Website or sent to you by email.
6.6 You agree to comply with any further request from us for additional information for this purpose and that you will provide this information promptly.
6.7 You also agree that we may request or obtain, directly or through any third parties, the necessary documents or information to validate the information you provided. Examples include commercial databases or other sources of information.
6.8 It is important to keep your details up to date and let us know immediately if any information you have given to us has changed. This is necessary to avoid possible disruption to your Account services. We cannot be responsible for any financial loss arising out of your failure to do so. We will ask you from time to time to confirm the accuracy of your information and in some cases ask you to provide additional supporting documents.
6.9 The balance in your Account should always be positive or zero. If your OKTO e-wallet goes negative as a result of a reversal of a Transaction, deduction of fees or any other action, you undertake to repay the negative balance immediately without any notice. In case you fail to do so, we may use a debt collection service or take legal actions. We will charge you for any costs we may incur as a result of additional efforts with regards to the collection of the amount you owe to us.

7. ADDING MONEY TO YOUR OKTO E-WALLET
7.1 You can add money to your OKTO e-wallet (top up) by making a bank transfer. Please note that cash or cheques are not acceptable for the funding of your OKTO e-wallet.
7.2 If you add money to your OKTO e-wallet, the equivalent amount of e-money in Sterling (GBP) will be credited to your OKTO e-wallet one (1) to three (3) Business Days after the realization of the bank transfer.
7.3 Limitations may be imposed regarding the topping-up of your OKTO e-wallet, in order to comply with applicable anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation, including mainly the anti-money laundering legislation. Any such limits set can be viewed in your OKTO e-wallet details.

8. RECEIVING MONEY IN YOUR OKTO E-WALLET
8.1 Receiving money in your OKTO e-wallet can take place as follows:

  • Through the OKTO e-wallet of the payer to your OKTO e-wallet (PSU to merchant transaction or merchant to merchant Transaction)
  • Through verified bank account transfers (internet banking, phone banking etc.).

8.2 By receiving a payment from a PSU, you are able to process and complete the Transaction. The receipt of e-money is only concluded after you accept it, at which point the balance in your OKTO e-wallet is cleared and available for other Transactions. Notifications that you are the recipient of e-money do not constitute a confirmation that the balance has been cleared and has become available. You acknowledge and agree that a Transaction is completed and received by you upon acceptance, even if it becomes subject to a reversal for reasons stated in this Agreement.
8.3 Limitations may be imposed regarding the receipt of money in your OKTO e-wallet, in order to comply with applicable anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation, including mainly the anti-money laundering legislation. Any such limits set can be viewed in your OKTO e-wallet details.
8.4 We are entitled to review all Transactions and will do so regarding Transactions of higher-than-normal risk. Such reviews will mainly occur when there is reasonable suspicion that a Transaction may involve a restricted activity. Should the Transaction be deemed as problematic, the payment Transaction will be reversed and the e-money will be placed back to the sender’s balance. We may provide notices to you by email. A payment is subject to review for the sole purpose of minimizing risks related to it. The review should not be construed as demeaning or discriminant in any way.

9. SENDING MONEY FROM YOUR OKTO E-WALLET
9.1 Once you submit a payment order, we consider that you have given consent and authorized us to perform the Transaction, to debit your OKTO e-wallet and to credit the account of the person you are sending money to. The recipient’s account will be credited after one (1) to three (3) Business Days. You have the option to send money in Sterling (GBP).
9.2 If you are a gaming operator, only the verified winnings can be transferred from your OKTO e-wallet to the PSU/player’s OKTO e-wallet.
9.3 You need to have enough available funds in your OKTO e-wallet to cover the amount of any Transaction you make plus any additional fees.
9.4 When making a transfer, make sure that the details of the person you want to pay are correct. If they are not, the payment may be delayed, or you may lose your money if you send it to the wrong OKTO e-wallet. We are not responsible for money sent to the wrong recipient as a result of incorrect information provided by you. If you have provided wrong information, you may ask us to assist you in recovering the money, but we cannot guarantee you that these efforts will be successful.
9.5 Sending money from your OKTO e-wallet may be subject to limitations in accordance with the anti-money laundering laws and regulations, or at our reasonable discretion (for example, without limitation, as a means to limit fraud or credit risk). In no event will such limits exceed the maximum allowable limits set by the applicable legislation including mainly the anti-money legislation. Any such limits set can be viewed in your OKTO e-wallet details.

10. WITHDRAWAL/ REDEMPTION OF ELECTRONIC MONEY
10.1 You can redeem the money from your ΟΚΤΟ e-wallet by transferring the relevant funds directly to a bank account in your name and convert them into cash money.
10.2 When you give us instructions to transfer any amount from your OKTO balance, you agree that you authorize us to transfer the Electronic Money to the bank account in your name within one (1) to three (3) Business Days. As a result of a successful execution of the redemption, your OKTO Account balance shall be reduced equally to the amount that has been redeemed. Currency conversion is not available for now.
10.3 In certain situations, we may delay or suspend a redemption of Electronic Money to comply with the anti-money laundering and other legal obligations, to protect you, other Clients and us from loss or if we need to confirm that you are the one who has authorized the redemption.

11. PAYMENTS SENT TO WRONG ACCOUNTS; NOT SENT AT ALL OR DELAYED
11.1 Where a Transaction is initiated directly by you, we will try to process your payment correctly and timely, but sometimes things go wrong, and a payment might be delayed, not be of correct amount or not received by the person you wanted to pay.
11.2 If a person has not received the money you have sent him/her, we will not be responsible if we have processed the payment correctly, but you gave us the wrong details.
11.3 If the payment you initiated was not received or delayed, let us know by sending an email to support@oktopay.eu without undue delay on becoming aware of any such event and no later than 13 months after date on which the amount was sent from your Account.
If a person has not received the money you have sent him/her, due to a reason we consider is our mistake, we will refund the amount back into your Account including any charges paid as a result.

12. REFUSAL OF EXECUTION OF A TRANSACTION
12.1 We may refuse to perform any type of Transaction in the following cases:

a. You do not have enough Available Balance.
b. You do not provide us all mandatory information requested in a payment instruction.
c. We have a reason to believe that the activity is in breach this Agreement.
d. If we have a legal or regulatory obligation that prevents us from making the payment or if we are required to perform further checks.
e. If a third party prevents us from making the payment
f. If you owe money to us and we need to repay the amount owed by you, as provided in clause 16.3 herein.
g. If your Account has specific restrictions.
h. If you have been declared bankrupt, if a bankruptcy order was made against you or if you have entered an individual voluntary arrangement with your creditors, and the applicable legislation in this case forbids us from making any payments to you or instructed by you.
i. If your Account is blocked for any other reason.

12.2 Provided it is not prohibited by any applicable law, we may be required to provide information as to the reason of refusal and any remedial action you may take to resolve the refusal issue if possible.
12.3 You agree that we may also suspend the execution of a Transaction, which based on available information at the time, can be reasonably deemed as above acceptable risk levels, and you will be notified for such action. Should the excessive risk be eliminated, the suspension will be lifted allowing the execution of the Transaction.
12.4 Invalidation of a Transaction by means of reversal or cancelation, or suspension of a Transaction does not release you from any liability towards us and you will remain liable for any amount due to us plus any fees that relate to the Transaction.

13. REFUNDS TO YOUR OKTO E-WALLET
13.1 In the case of a refund of a payment, you agree to bear the fees charged for the processing of the initial payment.
13.2 You are not entitled to a refund if:

a. The personalized security credentials, are lost, stolen or misappropriated. For unauthorized payments where we believe you should have been aware of the loss, theft or unauthorized use, you will be liable for the first 35 GBP. We will not hold you liable for the first 35 GBP if the unauthorized payment was caused either by us, or a third party carrying out activities on our behalf. Your liability for the first 35 GBP also does not apply to any unauthorized transactions made after you have notified us that your OKTO e-wallet may have been compromised,
b. if we believe you have acted fraudulently,
c. if you do not quickly notify us for the loss, stealing or unauthorized use of your security credentials or access to your OKTO Account,
d. if the payment transaction was unauthorized but you have acted with intent, gross negligence or without due diligence,
e. if you don’t let us know about the unauthorized or incorrectly completed Transaction within thirteen (13) months from the date of the payment Transaction.

13.3 We will try to rectify all errors that may originate from our system, except if you tried to execute the erroneous Transaction at a time that it was known to users that the system was not properly functioning, either due to maintenance or unresolved technical issues.

14. IF SOMEONE STEALS MONEY FROM YOUR OKTO E-WALLET
14.1 If you have a reason to believe that someone has stolen money from your Account, you need to let us know as soon as possible and no later within 13 months from the date the money was taken from your Account.
14.2 We will pay the money back into your Account if any of the following applies:

  • There was no way to know that your security credentials were at risk of being misused.
  • The payment happened because of our mistake.
  • The payment was made after you told us that someone knew your security credentials or if we didn’t give you a way to tell us about this.

14.3 Any charges you had to pay as a result of the unauthorized payment will be paid back to you.
14.4 You will not be entitled to any refund, in case one of the situations described in articles 13.2 and 13.4 applies.

15. PROTECTING YOUR ACCOUNT
15.1 You must take appropriate steps to protect your Account from being misused. You must take reasonable steps to secure your devices, items, IDs, passwords required to access your OKTO Account. As soon as your Account is opened, you should take all reasonable steps to keep your personalized security credentials safe and it’s your responsibility to protect them by storing them safely. We advise that you change your password regularly and ensure that it is not reused in other online accounts.
15.2 In order to ensure the safety of your Account and of the Services, you agree to do the following:

  • Try to conceal your password in order to make it hard for others to understand.
  • Try to avoid using as a password information that can be known to a number of people, like your birthday, ID number, telephone number, or a sequence of letters and number that can easily be guessed.
  • Try not to allow any prying eyes from seeing you entering your login details.
  • Refrain from using any functionality, either device or software specific, that allows you to store (“remember”) your login details as they may be compromised.
  • Ensure that you do not remain logged in your Account after you have finished accessing the Services.

15.3 In some cases, we may ask you to authenticate an instruction related to your Account. This is necessary to ensure that it’s you giving the instruction. This could include your email and password in order to successfully log into your Account to provide us with your instruction.
15.4 If your security credentials are stolen, lost, used without authorization or compromised, you should immediately contact support@oktopay.eu and change your password without delay.
15.5 You need to check your OKTO e-wallet regularly and let us know immediately if you see a Transaction that was not authorized by you or a payment that you think it might be made incorrectly. By this Agreement you acknowledge and agree to review your Transactions through your OKTO Account, and the relevant transaction history section and you understand and accept that no period statements will be sent to you either physical or by e-mail.
15.6 We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your accessing of the Website and/or the OKTO Merchant App. You must take your own precautions to ensure that you are not exposed to the risk of viruses or other form of interference which may damage your own computer system.

16. FEES
16.1 We charge fees for the Services as stated in the OKTO Merchant Services Pricing set out on the Website. We are not responsible to determine any applicable taxes relating to your Transaction, nor are we responsible to collect report and remit any taxes arising from any Transaction. You agree that it is your sole responsibility to determine the applicable taxes relating to a Transaction and further to collect, report and remit tax balances arising from any Transaction to the relevant tax authority.
16.2 You agree to pay the fees as consideration for the applicable Services. The payable fees may also be stipulated in the OKTO Services Quotation (where available) which will be an integral part of this Agreement. Fees may be changed from time to time. Article 27.5 will apply in this case.
16.3 All fees become due and payable upon the use of the Services by you. We have the right to receive all due and payable amounts towards you by directly debiting and subsequently reducing the balance of your Account without any specific notification. With the acceptance of this Agreement, you explicitly and unconditionally mandate us for the receipt and/or compensate these amounts with the equivalent debiting of your OKTO Account. Any amount that has become due and payable and has not been paid off due to insufficient balance, shall be withheld in priority against any other debit, once and to the extent the Available balance is sufficient or compensated, if applicable.
16.4 All fees are not refundable unless otherwise provided for in this Agreement. Fees can be payable in Sterling (GBP). Currencies for fee payments other than the above may be added or removed in the future in which case you can be informed in writing.
16.5 You agree to pay all applicable sales, value added (VAT) and any other taxes relevant to the Services or to any payments made to us where such relevant taxes apply. No deduction or withholding should be made to the aforesaid payments unless otherwise required by law. In such case the fee sum that the withholding party must pay, will be adjusted to include any such deduction or withholding, ensuring that the resulting amount we receive is equal to what the amount would have been, should it not have been for such a deduction or withholding being required. Unpaid balances that are overdue (where overdue means that their “pay by” date has lapsed, and any additional remedial period has also lapsed), will accrue a late charge interest of 2% per month or the maximum allowed under the law, where the lesser of the two will apply. In the event that we cannot collect the fees due, we shall have the right to terminate the Agreement in accordance with these terms.
16.6 You recognize and accept unconditionally that any depiction of the unpaid amounts towards us in the updated accounting reconciliations of the Transactions, transfers and of the balance of the Account which may be issued by us, produce full proof of the amount not paid from you to us for any court, and in reverse, and capable of supporting as full proof any relevant claim, fulfilling all possible requirements for the issuance of a payment order.
16.7 We are not responsible for the fees associated with a bank or another payment service provider to process payments from you to us. Any fees charged by third parties will be deducted by us before crediting the remaining balance to you.

17. YOUR RESPONSIBILITIES
17.1 It is your sole responsibility to:
i. Develop and maintain (including hosting arrangements of) your website ensuring its accessibility on the internet. Through your website (if any), you should ensure that any placed orders for products and/or services you sell will be properly fulfilled. You must also ensure unobstructed transmission of any transactional information to our servers and that your system (software and hardware) is not tainting the transmitted information in any way.
ii. Ensure that the software used is updated to the latest version and that any required security updates and patches are in place.
iii. Ensure that there is at least one active commercial banking relationship with a credit institution. We will have no bearing on this relationship and any terms and conditions set out by such relationship will have no bearing on us.

17.2 For the duration of this Agreement, you must not:
i. Accept payment instruments, previously declared as stolen or lost.
ii. Execute any Transaction without the authorization of the payment instrument holder.
iii. Facilitate or cause an interception of payment instrument or transaction data.
iv. Surcharge for the use of the Services unless the applicable laws allow you to do so. Should you charge a client a surcharge fee, we will be no party to such charge and you agree to inform the purchaser directly of the charge clearly stating that you as the seller and not us is charging the surcharge. Where you fail to inform the purchaser, we will assume no responsibility and will have no liability towards any purchaser as a result of the omission. You further acknowledge that failure to disclose such surcharge to the purchaser when permitted, may constitute a criminal and/or civic offense.

18. ACCEPTABLE USE OF SERVICES
18.1 While using the Services you must not directly or indirectly:

i. Breach this Agreement, the Privacy Policy or any other policies.
ii. Violate any law, regulation, directive, statute, or contract in relation to the Services, including without limitation, anti-money laundering laws and regulations, consumer and personal data protection laws and regulations, e-money and payment services laws and regulations.
iii. Use tools and mechanisms to conceal your online identity and location (use of proxy and other anonymizing technics).
iv. Cause and maintain an Account with a negative balance.
v. Engage in activities that may present us with increased risk or fraud or credit exposure or that lead us to handling a disproportionate number of claims settled in favor of the claimant.
vi. Use the Services in a manner that results in complaints, disputes, claims, reversals, fees, fines, penalties and other liability to us, another Client or a third party.
vii. Send unsolicited email in exchange for a payment or sending unsolicited emails and other communication to our customers.
viii. Intentionally or unintentionally facilitate any malicious computer programming routines that may cause damage, harmfully interfere with, clandestinely capture or steal any system, data or information.
ix. Intentionally or unintentionally use any automatic device process or manual process to monitor or copy the Website without our prior written permission.
x. Use any device and/or software that intentionally or unintentionally interferes with the proper operation of the OKTO Merchant App and/or the Website.
xi. Use the Services in a manner that could present a risk of non-compliance with the anti-money laundering, counter terrorist financing and other relevant regulatory obligations.
xii. Use the Services for illegal purposes.
xiii. Infringe our, or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
xiv. Provide false, inaccurate or misleading information.
xv. Send or receive what we reasonably believe to be potentially fraudulent or unauthorized funds.
xvi. Refuse to cooperate in an investigation or provide confirmation of your identity or any other required information or provide additional information that will allow us to better familiarize with the nature of your business and continuing operations.
xvii. Control an Account that is linked to another Account that has engaged in any of the non-permitted activities included herein.
xviii. Use of the Services in a way that might harm the provision of the Services,
xix. Control or use an Account that’s not yours.
xx. Give your security credentials to any other person.
xxi. Allow anyone else to access or use your Account.
xxii. Harass and/or threaten our employees, agents, or other users.

18.2 Notwithstanding to any provisions that are more specific and agreed in writing, in case you use the Services in the aforementioned way and/or in a manner that results in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, another Client or a third party, you may be liable for the said complaints etc and their outcome. In such case, you agree to reimburse us, a Client or a third party for any and all such liability, and for us to settle any amounts owed as a result of the liability from your Available balance. Should your balance be insufficient to cover the amount, you agree that any amount that proceeds from a Transaction may be used, and in the event that such amount does not cover the liability, allow the holder of the claim to recover the amount through other legal means available.
18.3 In case of disputed amounts resulting from a purchaser claim or reversal on a payment you received, or chargeback, the use of enough funds in your Account may be blocked to cover the full amount of the dispute. The block will not affect the use of your Account if you have a residual balance in excess of the blocked disputed amount. The block is restricted to the disputed balance amount. Should the dispute be resolved in your favor, we will restore the full access to your Account and remove the block from the formerly disputed amount. To the contrary, if the dispute is resolved in favor of the opposing party, the blocked amount will remove the required amount from your Account in settlement of the dispute resolution decision.

19. Representations and Warranties
19.1 We represent and warrant that we possess the necessary corporate authority to enter into and carry out the terms of this Agreement, and that our executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of their obligations stemming for this Agreement.
19.2 We expressly disclaim, to the maximum extent permitted by law, all conditions and warranties, of any kind express, implied or statutory, regarding the Services offered or the software provided, including but not limited to the implied warranty of non-infringement, except for any condition or warranty whose exclusion would contravene any law and regulation, or cause any party of this paragraph to be void (hereon after referred to as “non-excepted conditions”). Our liability towards you as a result of a breach of any non-excepted condition is limited at your own option to a) refund of the price paid for the good or service that caused the breach b) replacement or repair of the good or repeat of the provision of the service that caused the breach unless such liability cannot be limited under jurisdictional laws and regulations.
19.3 We neither represent nor warrant that the provision of the Services to you will be without delay, interruption, compromise to your security systems, or error free (neither that all errors will be rectified) and we do not accept any responsibility for any delay or failure in delivering the Services under this Agreement. We may undertake to perform maintenance and/or repair work on our systems that may restrict your access to your OKTO Account and/or the Services.
19.4 Further, unless otherwise provided in the applicable legislation, we cannot represent, guarantee or warrant the identity of a PSU nor ensure that the Transaction between the transacting parties will be successfully completed. There are therefore inherent risks that come with the inability to confirm identity especially when dealing with people who act under false pretenses. Such inability could lead to the use of the Services by persons under the age of 18 (underage persons or minors), despite our requirement that an eligible PSU be at least 18 years of age. It could lead to potential dealings with minors that are risky.
19.5 You represent and warrant that, as a legal entity (if applicable), you possess the necessary corporate or other authority to enter into and carry out the terms of this Agreement and that your executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of your obligations stemming from this Agreement. You also represent and warrant that as a legal entity (if applicable) you are in good standing in your jurisdiction of incorporation or registration.
19.6 Each party shall a) comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010, b) maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws, and c) enforce such policies and procedures where appropriate. For the purposes of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010.
19.7 Each party warrants that neither it nor any of its officers or employees a) has been convicted of any offence involving bribery, corruption, fraud or dishonesty, b) to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws. Breach of this clause shall be deemed to be a material breach of this Agreement.

20. INDEMNIFICATION
20.1 Except if something more specific has been agreed upon in writing, we shall indemnify and hold you harmless from and against any and all claims, suits, actions, liabilities or other proceeding brought against you that are based on a breach of our representations and warranties.
20.2 Except if something more specific has been agreed upon in writing you shall indemnify, defend and hold us and our employees, representatives, agents, affiliates, directors, officers, distributors and franchisees harmless from and against any and all claims, suits, actions, liabilities or other proceedings brought against us that are based on a breach of your representations or warranties, or any claim that you infringe the Intellectual Property Rights of any third party. You shall pay any and all costs, damages, and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by you in connection with or arising from any such claim, suit, action, or proceeding.
20.3 You further agree to indemnify and hold us, our employees, affiliates, associated and any persons who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party as a result of your, your employees’, affiliates’ associates’ or agents’ breach of this Agreement, breach of any applicable law and/or use of the Services.
20.4 Either Party shall promptly notify the other Party (the “Indemnifying Party”) in writing of any potential claim and cooperate in all reasonable respects, at the indemnifying Party’s cost and expense, with the investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnifying Party shall not compromise any claim or enter into any settlement, or consent to the entry of any judgment without the written consent of the indemnified party. The indemnified party may in addition retain separate counsel of its own choosing at its own cost.

21. LIMITATION OF LIABILITY
21.1 Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share.
21.2 Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.
21.3 Except if something more specific has been agreed upon in writing, you acknowledge that we are not responsible for the results of any credit inquiry, the functionality of Internet Service Providers’ (ISP) or Financial Institutions’ (FI) websites, or the accessibility and functionality of the Internet, or for any damages or costs you may incur or suffer as a result of any instructions given, actions taken or omissions made by it, its financial processor(s) and FI or any ISP.
21.4 Except if something more specific has been agreed upon in writing, in no event shall we, our associates, our affiliates and other related persons who act on our behalf, and/or the persons we enter into contracts with, have liability (including liability for negligence) for any foregone profits, missed opportunity, costs relating to the procurement of substitute goods or services, or for any indirect, incidental, consequential, punitive or special damages arising out of this Agreement, under any cause of action or theory of liability (including negligence), and whether or not we have been advised of the possibility of such damage. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
21.5 We shall not be liable for any bank charges that you may incur in sending funds to or receiving funds.
21.6 We accept no responsibility in the event that you send money to the incorrect account.
21.7 Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

22. INTELLECTUAL PROPERTY RIGHTS
22.1 We, the system vendor and where applicable our licensors, grant you a limited, non-exclusive, non-transferable license for the use of any software application(s) you access through or have downloaded to your personal computer, mobile device, or platform, including an Application Programming Interface (API) or a Developer’s toolkit where applicable, but this is for your personal use only.
22.2 You may not:

  • Transfer, lease or rent, sell or distribute these rights to any person or entity.
  • Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from OKTO material.

22.3 With this you acknowledge that all rights related to OKTO material, belong exclusively to us or to a third-party provider depending on the contractual arrangements between the us and the third-party provider.
22.4 The brand(s), website(s) URL(s), logos relating to the name, products and services described/used in/on electronic and hard copy material are either copyrighted, or are registered trademarks, or are trademarks of ours or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are copyrighted service marks, trademarks belonging to us or our licensors. Copying, modification, alteration of any kind, amendment or use of any kind is strictly prohibited.
22.5 Specifically, we or our licensors are the owners of all rights, interests and titles of logos, tradenames, registered and unregistered trademarks, custom designs, proprietary software core code, patentable applications, trade secrets, registered and unregistered copyrights, any and all other intellectual property, proprietary rights or other rights related to intangible property which are used, or developed in connection with any of the Services and you agree not to claim ownership of or interest in any such intellectual property right.
22.6 You acknowledge that you have not obtained any rights expressed or implied other than the rights granted to you under the terms of this Agreement, and that no title of ownership has been transferred to you under this Agreement. You further acknowledge that any work you perform in enhancing or modifying, expanding, compressing, compiling or recasting in any way preexisting versions of work provided to it shall be owned by us, and all existing and future copyright and other right, title and interest shall automatically bestow to us.
22.7 Except to the extent permitted by applicable law, you shall not undertake any action with the intent to ascertain and/or obtain for any reason or purpose our systems source code, processes or data. You have not been granted the right and shall not sell or resell, lease or sublet, sublicense, lend or otherwise transfer the services or components thereof.
22.8 Notwithstanding the above, you may use OKTO material provided by us for the sole purpose of being identified as a merchant using the OKTO Services without our prior consent. We may at our own discretion at any time and for any reason revoke the automatic permission or limit the use of the material provided.

23. COMPLAINTS
23.1 If you have a complaint regarding the Services, you can contact us at support@oktopay.eu.
23.2 We will respond to your complaint in writing within 15 (fifteen) Business Days after the receipt of complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. Should you not be satisfied with our final response, or should we fail to respond to you, you also have the right to apply directly to Payrnet Limited. If the outcome of the complaint is still not satisfactory to you have the right to take your complaint to the Financial Ombudsman Service if you are an eligible complainant.

24. TERMINATION
24.1 We can terminate this Agreement, block your OKTO Account or suspend the Services at any time:

i. if you breach this Agreement,
ii. if we suspect that you are using the Services for any illegal purposes or that you are carrying out a prohibited or illegal activity,
iii. if we suspect that you are acting fraudulently or that you have provided us with false or misleading information,
iv. If we are unable to verify your identity or other information we have required or if you did not provide us with the information, we need to meet our legal obligations or if you have provided us with incorrect information,
v. If you refuse to repay any overdue amounts owed to us,
vi. If we or you have been declared insolvent or bankrupt, have filed for voluntary bankruptcy judgement or have consented to the filing of a petition of bankruptcy against us or you, have admitted to be in default of your debts, have made a general assignment for the benefit of creditors, seek bankruptcy protection or have been granted bankruptcy protection to reorganize our/your operations, have had a receiver or trustee appointed for the proper disposition, liquidation of assets,
vii. If this is required to meet our legal obligations or to comply with instructions from governmental authorities within our legal competencies,
viii. You do not use your Account for more than two (2) years and we are unable to communicate with you during this period,
ix. If we have a good reason to believe that, if the Services continue to be provided, this may harm our reputation,
x. if we have reasonable grounds for concern relating to: (i) the security of your Account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s).

24.2 We will let you know when we block your Account including the reasons for this if the law allows us to do so. We will unblock your Account as soon as the reasons for the Account blocking do not exist.
24.3 If the cause of the suspension or termination was the non-payment of overdue fees to us, the Account may be reinstated following full payment of the outstanding fees and any reinstatement fee we may charge.
24.4 Unless otherwise agreed in writing between us, you can terminate this Agreement at any time and for any reason by giving us a written notice.
24.5 You must not close your OKTO e-wallet to avoid an investigation. If you attempt to do that, we may hold your money until the investigation is fully completed in order to protect our interests and meet our legal obligations.
24.6 Effect of Termination. Upon the effective date of termination, you understand and agree that:

i. You will no longer be able to avail yourself of the Services and any rights granted to you for the use of Services and as per this Agreement shall cease immediately.
ii. The provision of the Services shall be ceased and the access to your Account information will be limited for reasons of history recovery, without any transaction being able to take place apart from the withdrawal of the Account balance.
iii. Any pending Transactions will be cancelled.
iv. You will forfeit any non-monetary benefits such as bonuses, coupons and/or vouchers (if applicable).
v. Your remaining Balance may be sent to a bank account in your name, unless otherwise agreed by both parties, less any monies which are due and owing to us, where relevant.
vi. Any fees due and related to your Account prior to closure and/or to the termination of this Agreement, remain your liability towards us and it is your responsibility to settle in full.
vii. We will only be responsible to terminate the Services and you agree that you are solely responsible to notify and terminate or cancel any services provided by third parties.
viii. If you have caused the termination of this Agreement, you will bear any costs related to the closing of the Account including any reasonable fees we charge for the closing process, as well as any costs we are burdened as result of the process.
ix. Any obligations which by their nature are required to survive contract termination will survive any termination of this Agreement.
x. You shall stop to use any material, digital or electronic right that has been granted to you for the facilitation of Transactions, and you are obliged to return it to us
xi. You shall stop the use of any of our trademarks or distinctive signs, to the extent this was allowed to you under this Agreement.

24.7 After termination, you may contact us at support@oktopay.eu to redeem any Electronic Money you still hold in your Account.

25. CONFIDENTIALITY

25.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs (the “Confidential Information”), except in the following circumstances:

  • 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 and are bound by a duty of confidentiality no less restrictive than the duty imposed by this Section; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • Each party shall use the Confidential Information solely in the performance of its obligations under this Agreement, treat it as confidential. Without limiting the foregoing, the receiving party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the Confidential Information. Upon expiration or termination of this Agreement, each party shall destroy all electronic copies, and return all tangible copies, of any Confidential Information of the other party unless otherwise required by any applicable laws and regulations.

25.2 Confidential Information shall not include information that the receiving party can prove: (a) was generally available to the public at the time it received the information from the disclosing party or later becomes generally available to the public through no fault of the receiving party, (b) was known to it, without restriction, at the time of disclosure by the disclosing party, (c) is disclosed with the prior written approval of the disclosing party, (d) was independently developed by it without any use of the Confidential Information of the disclosing party, (e) becomes known to it, without restriction, from a source other than the disclosing party without a duty of confidentiality to the disclosing party, or (f) is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the receiving party must provide prompt advance notice of the proposed disclosure to the disclosing party, and (ii) any Confidential Information so disclosed shall otherwise remain subject to the provisions of this Section. All source code and the terms of this Agreement will be considered Confidential Information.
25.3 Each party acknowledges that breach of this Section by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.

26. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION
26.1 We will only use your personal information as set out in our Privacy Policy which is available on our Website.
26.2 In the course of using the Services, we will process certain customer and transaction information (the “Data”).
26.3 You must ensure unobstructed transmission of the Data to our servers and that your system (software and hardware) is not tainting the transmitted information in any way.
26.4 We have the rights to:

  • Use the Data in a manner required for the Services contemplated in this Agreement, including to disclose and/or transfer the Data to third parties who relate to the provision of the Services.
  • Maintain the Data for a period of up to five years, or as the relevant UK Laws may require. Such Data may be used for internal record keeping, internal reporting, and support purposes.
  • Make such Data available either to honor a court issued injunction or the Law or to be used in OKTOPAY UK LIMITED ’s defense in a legal dispute.

26.5 You are responsible to notify the third-party persons of the fact that their personal data will be provided to us as required by the Services provided to you and represent and warrant that you have adequately informed them of this fact and have received (or will receive) their consent (if applicable) prior to disclosing their personal data to us. You further warrant that the notification to the third-party persons includes the reason for collecting and remitting such personal data, who are the intended data recipients, which parts of the personal data is compulsory and which are optional, and should the need arise, by what method can the persons whose personal data is being held and controlled can correct them (in case of change or error). It is your sole responsibility for any repercussion stemming from your failure to notify, or to receive the consent of the third party, for the maintenance and control of your personal data and for the provision of any inaccurate, incomplete or outdated information.
26.6 It is your sole responsibility to ensure that collection, storage by you and transmission of Data is performed using security policies that are in line with business best practices and which protect the privacy of Data as required by the applicable personal data protection legal framework. To the extent required for the Services, we may review your data handling process and if deemed necessary, request that you undertake to bolster your process, within reasonable commercial limits, to further safeguard the Data and the overall security of the Services.

27. GENERAL
27.1 If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
27.2 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of sub-contractors, provided that you are notified of such an event and its expected duration.
27.3 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the sub-clauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sub-clauses, clauses and paragraphs will remain in full force and effect.
27.4 We are not partners, and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27.5 We shall have the right to make amendments to this Agreement at any time. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without additional charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective.
27.6 We may transfer our rights and obligations under this Agreement without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.
However, you may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. Any attempted assignment in violation of this paragraph shall be void. Notwithstanding the foregoing, either party may assign this Agreement in connection with an asset sale, merger, acquisition, corporate reorganization or the like.
27.7 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
27.8 For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer. In order to ensure that this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum of one Pound sterling, upon demand from us, as consideration.
27.9 Except if something else is agreed upon in writing between you and us, this agreement is governed by and construed in accordance with English law. The Courts England will have jurisdiction in relation to any claim, dispute or difference concerning this agreement and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

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