1. WE, PAYOMA
We are Payoma Limited, company incorporated in England, UK, company number 09016606, having its register address at Level 18 40 Bank Street, London, E14 5NR, UK, e-mails (to be used only jointly): email@example.com, firstname.lastname@example.org (hereinafter “Payoma”).
2. THESE STANDARD TERMS
These Standard Terms are Payoma standard terms for provision of the Services. If an Agreement is formed between you and us, these Standard Terms will become the main part of that Agreement.
3. FORMATION OF THE AGREEMENT
3.1. Once you have thoroughly made yourself familiar with these Standard Terms and wish to be unconditionally bound by these, you will apply to become our Client (you will make us an Offer). You may apply to become our Client only if you completely agree to every Clause of these Standard Terms.
3.2. Having received your Offer, we will assess it. If we will consider that potentially you may become our Client, we will ask you to provide various information and documents about you and your business.
3.3. Having received all the information and documents we have request from you if we are satisfied with these and if we are ready to provide you the Services (we want you to become our Client), we will give you our Acceptance.
3.4. Until we have given you our Acceptance, we may communicate to you the Specific Terms and ask you to consent to these Specific Terms. The communication of the Specific Terms may not be interpreted as our Acceptance and do not bind us to give you our Acceptance. Our communication of the Specific Terms and your consent will be considered an amendment of your Offer.
3.5. We are under no obligation to give you our Acceptance even if you have duly cooperated with us and provided all the information and documents, we have asked you. We may reject your application at any time and at any stage of assessment. Normally we will not disclose our reasons for not giving our Acceptance.
3.6. If we have given you our Acceptance the Agreement is formed. The Agreement is formed by your Offer (these Standard Terms and the Specific Terms,) and our Acceptance.
3.7. The date of the Agreement will be the date of our Acceptance, unless otherwise laid down in the Acceptance.
4. SUBJECT OF THE AGREEMENT
4.1. Under the Agreement Payoma will render the Services to the Client on conditions laid down in these Standard Terms and in the Specific Terms and the Client will pay Payoma the Fees.
4.2. The Services can be the In Services, the Out Services or both. The exact scope of the Services is laid down in the Specific Terms.
5.THE SERVICES General provisions relating to all Services
5.1. Payoma will provide the Services starting from the moment of activation of the Shop in Payoma System.
5.2. The Services will include:
5.2.1. Creation of the Client Account and round-the-clock provision to the Client of access to the Client Account.
5.2.2. Providing support during Payoma business hours for the Client, as well as for Cardholders on the queries, connected with processing of
payments through Payoma System.
Provisions relating to the In Services only
5.3. The In Services will also include:
5.3.1. Processing of the received Authorization Requests and their transmission to the processing centre of the Acquirer through Payoma System to perform Authorization in accordance with the Rules.
5.3.2. System (automated) fraud-monitoring of Authorizations.
5.3.3. Recording and transmitting monies from the performed transactions to the Client, subject to withholdings as provided by the
Provisions relating to the Out Services only
5.4. The Out Services will also include:
5.4.1. System (automated) fraud-monitoring of payments instructions.
5.4.2. Recording and transmitting monies from the Client to Cardholders, subject to withholdings as provided by the Agreement.
Postponing or limiting provision of the Services
5.5. Payoma may postpone and/or limit provision of all or some of the Services in the case the Client has breached any of their duties under the Agreement and/or the Applicable Law or if Payoma has reasons to believe that such breach may occur unless such postponement and/or limits are applied. Payoma will resume provision of the Services after the Client has cured all breaches, paid all penalties (if any) and fulfilled other their duties under the Agreement or after the threat of the breach has ceased to exist. For the avoidance of doubt: Payoma may apply postponing and/or limiting provision of the Services under this Clause 5.5 independently of postponing paying out monies due to the Client under Clause 9.8 (“and/or” principle).
6.RIGHTS AND DUTIES OF PAYOMA
Duties of Payoma related to all Services
6.1. Payoma will:
6.1.1. Provide the Services in full and proper quality, in a timely manner. The Services will be available no less than 99% (ninety-nine per cent) of all time.
6.1.2. Provide the Client with access to the Client Account.
6.1.3. Provide to the Client technical support services on the queries related to Payoma System.
6.1.4. Make every reasonable effort to restore proper functioning of Payoma System as soon as possible in case of Payoma System failure.
6.2. Payoma will not perform any legal or financial audit of the Client.
General rights of Payoma related to all Services
6.3. Payoma will be entitled to:
6.3.1. Upon request of an Acquirer or upon own initiative of Payoma, to set various transaction filters (e.g. for security, CTF, AML and other
Rights of Payoma related to the In Services only
6.4. While providing the In Services Payoma will be entitled to:
6.4.1. Deny routing of any Authorisation Request in case the Card is on the Stop List.
6.4.2. Suspend or terminate Authorization based on a written order of an Acquirer or the Client.
Rights of Payoma related to the Out Services only
6.5. While providing the Out Services Payoma will be entitled to deny transfer request in case Payoma has reasons to believe the transfer may constitute or may be connected with a fraud, breach of AML and CTF regulation or other illegal activities.
7. RIGHTS AND DUTIES OF THE CLIENT
General duties of the Client related to all Services
7.1. The Client will:
7.1.1. Without delay but in any case, before asking Payoma to make any payment notify Payoma on any changes to the Client bank details.
7.1.2. No less than 10 (ten) business days in advance notify Payoma on any change to the Client other details (e.g. address, email address etc.). If such change is not capable of advance notification the Client will notify Payoma immediately after the change.
7.1.3. No less than 3 (three) months in advance notify Payoma on any intended Significant Reduction. Failure to notify Payoma on Significant Reduction as provided in this Clause will constitute a Material Breach.
7.1.4. No less than 1 (one) month in advance notify Payoma on any other intended change of use of the Services by the Client. Failure to notify Payoma on the change of use of the Services as provided in this Clause will constitute a Material Breach.
7.1.5. Without delay notify Payoma on any changes to any other information that is or might be relevant to performance of the Agreement. For the avoidance of doubt: This Clause 7.1.5 will be without prejudice to the duties of the Client to provide documents and/or information under Clauses 8.14, 8.15, 8.16 or under any other Clause of the Agreement or under the Applicable Law.
Duties of the Client related to the Out Services only
7.2.While receiving the Out Services the Client will:
7.2.1. Provide monies that are to be transferred to Cardholder in a manner and a time determined by Payoma, unless Payoma holds sufficient funds due to the Client.
Rights of the Client related to all Services
7.3. The Client will be entitled to:
7.3.1. Receive the Services as agreed in the Agreement.
7.3.2. Use the Client Account and Payoma System only as permitted and instructed by Payoma.
Initial compliance and KYC check of the Client
8.1. Prior to formation of the Agreement Payoma has commenced compliance check of the Client and gathered some KYC information on the Client.
General compliance duties of the Client
8.2. The Client will sell the Goods and otherwise operate the Shop in bona fide and legal manner, duly performing the Client duties related thereto. Inter alia the Client will ensure that the Goods are bona fide advertised, actually sold, and properly delivered and meet their description in the Shop.
8.3. The Client will duly perform its corporate, tax, competition and other duties and otherwise act in accordance with the Applicable Law.
Operating the Shop
8.4. The Client will not make false or misleading statements in the Shop. Inter alia the Client will not do any of the following:
8.4.1. Use weasel wording,
8.4.2. Do not provide information that Cardholders may reasonably expect to be provided given the nature and context of whole the information being provided,
8.4.3. Withhold from Cardholders reasonably material information,
8.4.4. Limit information provided to Cardholders to the extent when such limitation is not bona fide.
8.5. The Client will properly disclose its identity in the Shop.
8.6. If the Client employs a payment agent(s), the Client will properly disclose identity of the payment agent(s) indicating its role as a
A payment agent of the Client in the understanding of this Clause 8.6 is a legal entity established in a jurisdiction other than the Client
itself acting as an influx point of cashflows (recipient of money from Cardholders) of the Client for the sale of Goods. A payment agent of the
Client advertises and provides their services to no other entity than the Client itself.
Implementing adequate AML, CTF, KYC and other policies of the Client
8.7. The Client will at all times adopt, maintain and implement adequate AML, CTF, KYC and risk-assessment policies, procedures and mechanisms in respect of Cardholders and the Client dealings with Cardholders.
8.8. The policies, procedures and mechanisms of the Client (Clause 8.7) have at least to:
8.8.1. Prevent the Services to be used for illegal purpose,
8.8.2. Provide reliable identification of Cardholders,
8.8.3. Prevent the Client from becoming over-dependent of one or few Cardholders,
8.8.4. Prevent the Client from being unable to pay its debts if one or few of the largest Cardholders (in terms of their transactions weight with the Client) file successful claims (e.g. chargeback claim) against the Client.
8.9. The policies, procedures and mechanisms of the Client (Clause 8.7) at all times have to be:
8.9.1. Adequate (sufficient to reach their objective),
8.9.2. Efficient (being able to reach the required result),
8.9.3. Realistic (reasonably being able to be implemented),
8.9.4. Trackable (the Client has to be able to demonstrate implementation and effectiveness of these policies, procedures and mechanisms),
8.9.5. Compliant with the Applicable Law (inter alia with the Rules).
Implementing adequate level of personal data protection
8.10. The Client will maintain adequate level of protection of personal data of the Cardholders.
8.11. If the Client is or becomes subject to European law, in particular subject to GDPR, the Client will adopt, maintain and implement such
technical and organisational measures as to ensure that personal data is processed in compliance with GDPR.
Information and documents concerning the Cardholders
8.12. The Client will collect and update at least the following documents and information for each and every Cardholder:
8.12.1. Government-issued photo identification document copy (e.g. government-issued passport or identification card),
8.12.2. Utility bill (e.g. electricity, telephone, etc.) or bank statement dated within the last 3 (three) months, showing registered name, permanent residential and mailing address,
8.12.3. Any other relevant compliance documents and information as defined by Payoma.
8.13. If the Client has any doubts as to sufficiency or adequacy of the compliance documents and information collected, the Client must revert
Payoma for instructions and to act according to Payoma instructions.
Updating compliance and KYC documents and information upon initiative of the Client
8.14. The Client will immediately on their own initiative notify Payoma on any changes to the documents and/or information:
8.14.1. Provided by the Client to Payoma prior to the formation of the Agreement,
8.14.2. On any material aspect of the Shop,
8.14.3. On the Client becoming subject to GDPR,
8.14.4. Provided by the Client to Payoma after the formation of the Agreement,
8.14.5. On any material claims, actions or proceedings initiated against the Client or the Client is subject to, that relate to operations of the Shop,
8.14.6. On any other material aspect of the business of the Client.
8.15. The Client will no less than 1 (one) month in advance inform Payoma on any intended change of nature, type or material properties of the Goods (e.g. on introduction of a new categories of the Goods) the Client is selling via the Shop. During this period the Client will not implement the notified changes. Payoma will notify the Client on its approval or disapproval of the notified changes. If Payoma approves the notified changes the Client is entitled to implement the changes once the approval is received (unless it is set out otherwise in the approval) and to offer use of the Services in respect of such Goods. If Payoma disapproves the notified changes the Client will not offer use of the Services in respect of such Goods. The Agreement will remain operational in respect of the Goods approved before notification of these changes. If Payoma fails to notify the Client on its approval or disapproval of the notified changes in the term set out in this Clause 8.15 it will be presumed that Payoma has approved the notified changes unless later on Payoma will notify the Client otherwise.
8.16. The Client will immediately on their own initiative notify Payoma any other information that the Client reasonably deems important for
Compliance and KYC information request
8.17. Payoma may at any time request the Client to provide and/or update the documents and/or information as follows:
8.17.1. Any information or document concerning the Shop,
8.17.2. Detailed information concerning the Goods,
8.17.3. On the corporate status of the Client,
8.17.4. On the tax residence of the Client,
8.17.5. On the Client being subject to licencing or other form of regulation,
8.17.6. On the UBO and shareholders of the Client, including their place of residence and tax residence status,
8.17.7. On the Client officers, representatives and other key persons of the Client,
8.17.8. On actual place(s) of business of the Client,
8.17.9. On the Client servicing bank,
8.17.10. On the fact of sale of the Goods by the Client to any particular Cardholder or Cardholders (also known as a Proof of Service),
8.17.11. Detailed information concerning particular transaction(s) of the Cardholder,
8.17.12. The information set out in Clause 8.12 on any particular Cardholder(s),
8.17.13. Any other compliance and/or KYC information on any particular Cardholder(s) (other than the information set out Clause 8.12),
8.17.14. Any other documents and/or information as required by the Applicable Law,
8.17.15. Any other compliance and/or KYC information on the Client,
8.17.16. Declaration by the Client that the Client complies with provisions of the Agreement and the Applicable Law.
8.18. The deadline for provision of the requested documents and/or information (Clause 8.17) will be determined by Payoma. For the avoidance of doubt: The Client realises that when the documents and/or information requested is or should be at their disposal the term for provision of the information may be 24 hours or in urgent cases even less.
8.19. The Client will provide the requested documents and/or information (Clause 8.17) in the form and containing wording as requested by Payoma.
8.20. Where the requested documents and/or information (Clause 8.17) are not at the Client disposal the Client will promptly collect them (e.g. by requesting it from the Cardholder in question) and deliver it to Payoma.
8.21. The Client will promptly notify Payoma if the Client is unable to meet the deadline (Clause 8.18), its reasons for doing so and the expected time of delivery of the documents and/or information requested.
8.22. The Client will promptly notify Payoma if the Client is unable to collect the requested documents and/or information (Clause 8.17). In that notice the Client will provide:
8.22.1. Meaningful explanation as to why the Client was unable to collect the requested information,
8.22.2. What steps the Client has taken to collect the requested documents and information,
8.22.3. What steps the Client has taken to prevent reoccurrence of similar cases in the future. Upon request of Payoma the Client will immediately provide documentary evidence to the provided in this notice.
8.23. Provision of the notice on inability to collect the requested documents and/or information (Clause 8.22) will not per se release the Client from liability for non-provision of the requested documents and/or information. The Client will be released from liability for non-provision of the requested documents and/or information only provided:
8.23.1. The requested documents and/or information must not have been at the Client disposal under the Agreement or mandatory provisions of the Applicable Law or provisions of the Client AML, CTF, KYC and other policies (Clause 8.7 et al.), and
8.23.2. The Client has done everything reasonably possible to:
126.96.36.199.Timely prevent this situation from occurring, and
188.8.131.52.To collect the requested documents and/or information, and
184.108.40.206.To prevent reoccurrence of similar cases in the future.
8.24. Failure to provide the requested documents and/or information (Clause 8.17) as provided in the Agreement will constitute a Material Breach
(provided the Client is not released from liability as provided in Clause 8.23).
8.25. Payoma may at any time request the Client to verify any particular Card used for making transaction(s) subject to the Services.
8.26. Payoma may request verification of the Card using any of the methods set out in Clauses 8.29 to 8.32 below or using any other method at its sole discretion or leave it at the Client discretion. Once the Client has verified the Card Payoma may request the Client to verify the same Card using other method or methods at Payoma discretion if Payoma deems fit.
8.27. The Client will verify the Card within the term and in the manner and details as set out by Payoma.
8.28. Failure to verify the Card as provided in the Agreement will constitute a Material Breach.
Card verification – providing a copy of the Card
8.29. When using this verification method, the Client will provide Payoma a high-resolution copy of the Card. The copy will be as follows:
8.29.1. Both sides of the Card should be scanned,
8.29.2. The scan should feature the first 6 and the last 4 digits of the Card number,
8.29.3. All other digits of the Card number should not be visible,
8.29.4. The name of the Cardholder printed on the Card should be visible,
8.29.5. The CCV code should not be visible,
8.29.6. If the Card number is embossed in the Card the scan of the back side of the Card should be made in such a manner that either all number
of the Card is not visible or only the first 6 and the last 4 digits of the Card number are visible.
For the avoidance of doubt: copy of the Card is a highly-valuable information of the Cardholder and it is mandatory for the Client to ensure
provisions of this Clause 8.29 are adhered to. Failure to do so will constitute a Material Breach.
Card verification – random sum blocking
8.30. When using this verification method, Payoma will block a random sum at the Cardholder’s bank account and the Client will:
8.30.1. Arrange for the Cardholder to provide the Client the value of the exact sum blocked, and the Client will subsequently provide the exact sum blocked to Payoma, or
8.30.2. Arrange for the Cardholder to directly provide Payoma the value of the exact sum blocked.
Card verification – authorisation code
8.31. When using this verification method, the Client will provide Payoma an authorisation code of a particular transaction processed by Payoma. The Client will:
8.31.1. Arrange for the Cardholder to provide the Client the authorisation code, and the Client will subsequently provide the authorisation code to Payoma, or
8.31.2. Arrange for the Cardholder to directly provide Payoma the authorisation code.
Card verification – account statement
8.32. When using this verification method, the Client will provide Payoma an account statement of the Cardholder bank account featuring a particular transaction processed by Payoma. The Client will:
8.32.1. Arrange for the Cardholder to provide the Client the account statement, and the Client will subsequently provide the account statement to Payoma,
8.32.2. Arrange for the Cardholder to directly provide Payoma the account statement.
Improvement of the Client operations – the Client initiative
8.33. The Client will upon their own initiative routinely assess and, where needed, improve their operations to ensure compliance with all
requirements laid down by the Agreement and the Applicable Law.
Improvement of the Client operations – Payoma request
8.34. Payoma may at any time request the Client to improve certain aspects of their operations related to performance of the Agreement (e.g. concerning sale of the Goods via the Shop, performing AML, CTF, KYC duties, doing risk-assessment etc.). For the avoidance of doubt: The Client understands that the request referred to in this Clause 8.34 may be made due to different reasons such as Payoma finding that operations of the Client has flaws, or Payoma is requested by other participants (e.g. Acquirer, Payment System, Issuer) to arrange improvement of the Client operations, or the Applicable Law being amended setting higher compliance standards or other requirements etc. Because of the different reasons for request for improvement potential consequences of non-compliance may vary greatly. For the avoidance of doubt: Payoma may make requests for improvement under this Clause 8.34 irrespective of the fact if any of the transactions concerned were cancelled, disputed, subject to chargeback, subject to any other claim, or if any Payment System has applied a penalty, or if any supervising authority has applied a fine related to the aspect of the Client operations in question. For the avoidance of doubt: Payoma is under no obligation to request improvement or to perform checks of operations of the Client that may lead to such request. Therefore, if Payoma has made no requests the Client may not deduct therefrom that no aspects of its operations require improvement. Analogously if Payoma made some requests for improvement the Client may not rely that these requests are exhaustive, and no other aspect of its operations requires improvement.
8.35. Deadline for improvement will be determined by Payoma and it will be reasonable. For the avoidance of doubt: The Client understands that if in the result of potential non-performance of the request the Client may be in Material Breach, the deadline may be set very short and the Client may be required to take most urgent measures within the following hours.
8.36. The Client will report to Payoma the improvements made upon request of Payoma (Clause 8.34) providing in detail the particular improvement measures taken.
8.37. Payoma in each particular case will at its own discretion determine consequences of non-performance of the request to improve operations of the Client (Clause 8.34) and they will be reasonable.
8.38. When in the result of non-performance of the request the Client is or likely will be in Material Breach Payoma may apply any consequences it deems fit, including but not limited to:
8.38.1. Postponing or limiting provision of the Services (Clause 5.5), and/or
8.38.2. Postponing paying out monies (Clause 9.8.2), and/or
8.38.3. Terminating the Agreement (Clause 19.5.1), and/or
8.38.4. Amending the Agreement with immediate effect (Clauses 18.3 and 18.4). For the avoidance of doubt: The list of the potential consequences above is not restrictive and Payoma is entitled to apply any other measure Payoma deems fit. For the avoidance of doubt: The list of the potential consequences laid down in this Clause 8.38 is by no means restrictive or limiting in respect of Clause 8.37 and the potential consequences listed in this Clause 8.38 may be applied by Payoma in cases laid down in Clause 8.37.
9.GENERAL PROVISIONS ON THE FEES AND PAYMENTS RELATED TO ALL SERVICES
9.1. The Client will pay Payoma the Fees as laid down in the Specific Terms.
9.2. The Fees are applied and paid irrespective of the type of the Card used.
9.3. The total amount of the Fees due to Payoma as well as the total of the amounts withheld will be calculated by Payoma on behalf of the
9.4. Any monies held by Payoma will earn no interest.
9.5. Payoma will make payments to the Client (the In Services) or to Cardholders (the Out Services) in the currency determined by Payoma at
Payoma own discretion.
For the avoidance of doubt: While normally Payoma will make payment the currency of the processed transactions sometimes due to variety of
reasons this may be impossible or inefficient. In that case Payoma will choose another major currency.
9.6. Payoma is entitled at any time to appoint a Payment Agent or cancel such appointment.
9.7. Payoma will notify the Client on appointment or cancelation of appointment of the Payment Agent.
Postponing payments (holds and limits)
9.8. Without prejudice to Clause 5.5 Payoma may at its own discretion postpone paying out monies (both to the Client and to Cardholders) by putting some or all monies on hold and/or applying payment limits if:
9.8.1. The Client does not timely provide Payoma with the documents and/or information requested by Payoma (Clause 8.17) – until the information in question is properly provided.
9.8.2. The Client does not timely make the improvements in the Client operations requested by Payoma (Clause 8.34) – until the improvements in question are properly made.
9.8.3. Payoma has reasons to believe (inter alia if Payoma was so informed and/or requested by a Payment System, Acquirer or other participant) there occurred or may have occurred a fraud or other illegal activities (e.g. failure to deliver or properly deliver the Goods to the Cardholder the Cardholder has paid for) – provided these suspicions prove out to be false, until these suspicions prove out to be false, but no longer than for 540 (five hundred forty) days (or such other maximum term as set out by the Applicable Law) from the day the Cardholder performed the transaction in question. If such suspicions prove out to be true the monies held will be used to cover liability of the Client before Payoma, the Payment System, the Cardholder and any other Third Party due to such failure.
9.8.4. Commencing payment(s) will create or increase risk of the Client being unable to fulfil their obligations if one or several of the Client highest weight transactions are successfully challenged. The transactions in question will be determined Payoma at its own discretion. For the avoidance of doubt: Paying monies out under this Clause 9.8.4 may be postponed while the highest weight transactions in question can be challenged, i.e. before respective time limit has elapsed.
9.8.5. Payoma is under duty or is entitled to do so under the Applicable Law.
9.8.6. The Client has breached any of their duties under the Agreement and/or the Applicable Law – until the breach was duly cured. For the avoidance of doubt: Payoma may apply postponing paying out monies under this Clause 9.8 independently on postponing provision of the Services under Clause 5.5 (“and/or” principle).
9.9. Payoma will resume paying out monies due to the Client that were postponed under Clause 9.8 above after the Client has cured all the breaches, paid all the penalties (if any) and fulfilled all other their duties under the Agreement and any other reason for postponing paying out monies ceased to exist.
10. PROVISIONS ON THE FEES AND PAYMENTS RELATED TO THE IN SERVICES ONLY
The Rolling Reserve
10.1. Payoma will withhold from the monies due to the Client the Rolling Reserve.
10.2. The total amount of the Rolling Reserve held by Payoma at any moment of time should not be less than the minimal amount of the Rolling Reserve.
10.3. The Rolling Reserve is refunded to the Client after the end of the withholding period of the Rolling Reserve , provided such refund does not reduce the amount of the Rolling Reserve held by Payoma below the minimal amount.
10.4. The Rolling Reserve withholding rate, minimal amount, withholding period and other terms related to the Rolling Reserve (if any) are laid
down in the Specific Terms.
10.5. Payoma upon request of the Client will transfer to the Client the monies due to the Client.
10.6. Before making payment to the Client Payoma will withhold from the money due to the Client for the performed transactions:
10.6.1. The Fees, and
10.6.2. The Rolling Reserve, and
10.6.3. Other monies due to Payoma from the Client under the Agreement or on any other basis (if any).
10.7. Payoma will instruct its bank on transfer of the monies due to the Client not later than in 2 (two) business days from the Client respective request. For the avoidance of doubt: Within the term set out in this clause Payoma will place respective payment order with its bank. The time when the Client will actually receive the monies may vary and depends on a number of factors, including country of registration of the Client, location of the Client bank, performance of the Client bank and other factors that are beyond control of Payoma. For the avoidance of doubt: Before making any payment to the Client Payoma may request the Client to provide the documents and/or information referred to in Clause 8.17 and/or request the Client to perform any other compliance duty of the Client (Clause 8).
10.8. Payoma will transfer the funds due to the Client to the Client banking details duly communicated by the Client to Payoma pursuant to the
10.9. In case a Cardholder’s order is cancelled before provision of Goods and there is a need to return monies to the Cardholder, the Client will perform Refund using Payoma System.
10.10. Refund is subject to a separate Fee. In case of Refund the Fees withheld for the initial transaction are not returned to the Client. For the avoidance of doubt: the transaction that became subject to Refund, for the purpose of calculation Fees, will be treated as two separate transaction: (1) the initial transaction and (2) the consecutive Refund. The Fees will be applied and withheld separately for each such separate transaction as provided in the Specific Terms.
11. PROVISIONS ON THE FEES AND PAYMENTS RELATED TO THE OUT SERVICES ONLY
11.1. Payoma upon request of the Client will transfer the monies of the Client to the Cardholder.
11.2. The Client will provide Payoma with necessary information concerning respective Cardholder. The particular information the Client is to provide to Payoma and the manner of provision of such information will be determined by Payoma.
11.3. If Payoma holds any funds due to the Client, the Client will instruct Payoma whether Payoma is to use these funds for the Client requested transfer. By default, Payoma will use all available funds due to the Client.
11.4. If the funds held by Payoma that are due to the Client are insufficient, or none, or the Client has instructed otherwise, the Client will transfer to Payoma the funds necessary to perform the transfer to the Cardholder, as it will be instructed by Payoma.
11.5. Before making payments to the Cardholder Payoma will withhold:
11.5.1. The Fees, and
11.5.2. The Penalties (if any), and
11.5.3. Other monies due to Payoma from the Client under the Agreement or on any other basis (if any).
11.6. Payoma will instruct its bank on transfer of the monies to the Cardholder in no later than 1 (one) business day upon receipt of the according instruction of the Client, provided there are sufficient funds on the Client account. For the avoidance of doubt: Within the term set out in this Clause 11.6 Payoma will place payment order with its bank. The time when the Cardholder will actually receive the monies may vary and depends on a number of factors, including type of the Card, location of the Issuer, performance of the Issuer and other factors that are beyond control of Payoma, but normally such time is 7 (seven) business days or less from the day Payoma has placed respective payment order. For the avoidance of doubt: Before making payment to the Cardholder Payoma may request the Client to provide the documents and/or information referred to in Clause 8.17 and/or request the Client to perform any other compliance duty of the Client (Clause 8).
12. REPRESENTATIONS AND WARRANTIES
Representations and warranties of Payoma
12.1. Payoma represents and warrants:
12.1.1. Payoma has full capacity to enter the Agreement,
12.1.2. Payoma is properly registered and authorised to provide the Services.
Representations and warranties of the Client
12.2. The Client represents and warrants:
12.2.1. The Client has full capacity to enter the Agreement,
12.2.2. Representative of the Client has been duly authorised to represent the Client,
12.2.3. All the documents and information the Client has provided Payoma with prior to formation of the Agreement are true, correct, legal and binding for the Client,
12.2.4. The Client has withheld no material information concerning:
220.127.116.11. The Client, the Client legal status and the Client UBOs, shareholders, officers and other key personnel,
18.104.22.168. Nature of the Client business,
22.214.171.124. The Shop,
126.96.36.199. The Goods,
12.2.5. The Client performs all its corporate, legal, tax, regulatory, AML, CTF, KYC and other duties,
12.2.6. The Client conducts its business in bona fide and legal manner,
12.2.7. That the Client understands that Payoma is not a banking institution and therefore itself is not subject of any guarantee scheme of deposited funds.
13.1. Both Parties as potential Recipient Parties on behalf of themselves and their Other Persons agree that neither Recipient Party nor any of
its Other Persons within the term set out in Clause 13.4 herein without prior consent of the respective Disclosing Party in writing will
disclose Confidential Information to any Third Party.
The Other Persons
13.2. The Parties will inform their Other Persons that Confidential Information is confidential in accordance with the terms of the Agreement. The Parties will take all necessary actions to ensure that the Other Persons treat Confidential Information in accordance with the provisions of the Agreement.
13.3. Recipient Parties involve in work with the Confidential Information reasonably minimal number of Other Persons (on a ‘need to know’
The term of confidentiality
13.4. The confidentiality duties will remain effective while the Agreement itself is effective and for 6 (six) years thereafter.
13.5. A Recipient Party is permitted to disclose Confidential Information contrary to provisions of the Agreement provided it is required to do
so by mandatory provisions of the Applicable Law.
Special provisions concerning Payoma
13.6. Payoma may be required and will be entitled to disclose some or all of the Confidential Information concerning the Client to authorised government authorities, regulators, Acquirers, Payment Systems, Issuers, banks, other participants of the payment processing, auditors, insurers and professional advisers of Payoma. For the avoidance of doubt: Disclosure of the Confidential Information as permitted by this Clause 13.6 serves inter alia to protect the bona fide Client from allegations on illegal origin (money laundering) and illegal use (e.g. terrorism financing) of monies.
14. PROCESSING OF PERSONAL DATA
14.1. For performance of the Agreement it is necessary for Payoma to process various personal data (e.g. personal data of Cardholders, personal data of the Other Persons of the Client).
14.2. Payoma will process personal data pursuant to the Personal Data Processing Policy.
14.3. Payoma may at any time review and amend the Personal Data Processing Policy as Payoma deems fit.
14.4. The Client may access the up-to-date version of the Personal Data Processing Policy through the Client Account.
15.1. Each Party, subject to limitations set out in the Agreement, will be liable for any failure to perform or breach of its duties agreed in the Agreement (inter alia for its failure to warrant its representations made in the Agreement), provided such failure happened due to its wilful intent or negligence unless the Agreement provides otherwise.
15.2. Without prejudice to Clause 15.1 the Client will be explicitly liable for any damage or loss (also in form of a penalty or a fine) caused
to (imposed upon) Third Parties due to the Client failure to fulfil provisions of the Agreement or mandatory provisions of the Applicable Law.
Duty to compensate
15.3. The Party liable for any failure or breach (as indicated in Clause 15.1) will, subject to limitations set out in the Agreement, compensate the injured Party:
15.3.1. All confirmed damages and losses that are connected to that failure or breach, and
15.3.2. All reasonable costs connected to that failure or breach.
Guarantee and indemnity
15.4. The Client agrees to indemnify and keep indemnified and harmless Payoma and each of Other Persons of Payoma in full upon receipt of Payoma
written demand from and against all and any losses, costs, claims, liabilities, fines, penalties, damages, demands, expenses or any other
monetary duties suffered or incurred by Payoma or Other Persons of Payoma, arising out of, or in connection with, the Agreement not being
recoverable for any reason.
Limitation of liability of Payoma
15.5. Neither Payoma nor any of its Other Persons nor business partners of Payoma will be liable for any damages and/or losses of the Client and/or Other Persons of the Client and/or any Third Party, also if Payoma was made aware of a possibility that such damages and/or losses may occur:
15.5.1. Caused by performance of the Agreement, inter alia by Payoma exercising its rights to deny routing of any Authorisation Request (Clause 6.4.1), to suspend or terminate Authorization (Clause 6.4.2), due to functioning of transaction filters (Clause 6.3.1), or exercise any other right under the Agreement,
15.5.2. Caused by Third Parties, inter alia by Acquirer, Issuer or Payment System,
15.5.3. Due to Payoma failure to perform its duties under the Agreement if such failure is caused by actions of a Third Party (e.g. Issuer, Acquirer or Payment System),
15.5.4. Caused by Payoma fulfilling its duties and exercising its rights under the Applicable Law,
15.5.5. Caused by Payoma while the Client was in Material Breach,
15.5.6. That are indirect losses, loss of business, loss of profits, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings or any other identical or analogous loss,
15.5.7. That were not reasonably foreseeable when the Agreement was concluded, whether the possibility of that type of losses or damage was subsequently advised to or otherwise became known, or should have become known, to Payoma after the date of the Agreement,
15.5.8. That are losses that result from any malfunction or failure of the Payoma System, if such malfunction or failure occurred despite reasonable efforts of Payoma to ensure proper functioning and timely restoration of the Payoma System,
15.5.9. Due to any failure of the Client to comply with the Applicable Law.
15.6. The aggregate liability of Payoma under the Agreement under no circumstances will exceed 10,000.00 USD (ten thousand U.S. dollars).
15.7. Payoma will not assume any liability, including subsidiary, for the deals of the Client with Cardholders or with any other Third
Release from liability – Force Majeure
15.8. A Party will not be liable for failure to perform its duties if such failure is caused by Force Majeure, provided the first Party has notified the other Party on the Force Majeure no later than in 5 (five) business days. Notifying on the Force Majeure the first Party indicates:
15.8.1. The nature of the Force Majeure, and
15.8.2. The duties of the first Party that are prevented from being fulfilled by the Force Majeure, and
15.8.3. Expected duration of the Force Majeure (if it is possible to forecast).
15.9. A Party cannot rely on Force Majeure as a reason for release from liability if it has failed to notify the other Party on the Force
Majeure as provided above (Clause 15.8).
Liability of Payoma if a Payment Agent is appointed
15.10. Appointment of a Payment Agent pursuant to Clause 9.6 will not reduce or cancel liability of Payoma to the Client for the duties of
Payoma to make payments pursuant to the Agreement. Payment Agent itself will have no liability under the Agreement.
Liability of Payoma if Payoma has outsourced some of its duties under the Agreement
15.11. Outsourcing by Payoma its duties pursuant to Clause 20.2 will not reduce or cancel liability of Payoma to the Client for performance of the duties of Payoma under the Agreement. The Third Party or Third Parties to whom such duties were outsourced will have no liability under the Agreement.
16. COMMUNICATION BETWEEN THE PARTIES
Language of the Correspondence
16.1. All Correspondence will be made in English.
16.2. Payoma at its own discretion may accept and issue Correspondence made in another language. Such acceptance and issuance will cause the
Client no right to expect acceptance or issuance and Payoma duty to accept or issue any further Correspondence in any language other than set
out in Clause 16.1 above.
Means of delivery of the Correspondence
16.3. The Correspondence can be delivered to a Party by:
16.3.1. Electronic mail:
188.8.131.52. In case of the Client – from the electronic mail address notified by the Client as provided in the Agreement to:
184.108.40.206.1. When the Client is originating communication – to email@example.com and/or firstname.lastname@example.org,
220.127.116.11.2. When the Client is replying to Correspondence from any electronic mail address at @Payoma.com domain – to that address, copying in (CC) email@example.com, firstname.lastname@example.org and all addresses copied in the initial electronic message,
18.104.22.168. In case of Payoma – from any electronic mail address at @payoma.com domain to the Client electronic mail address notified by the Client as provided in the Agreement .
16.3.2. Electronically by using respective function of the Client Account (if such function of the Client Account is enabled).
16.3.3. By courier mail or post if permitted by Payoma in each particular case.
16.4. The Correspondence delivered as provided in Clauses 16.3.1 and 16.3.2 above will be considered signed by the sending Party (unless the
sending Party has indicated otherwise) and therefore valid and binding for every legitimate purpose, including accounting of the Parties (inter
alia invoices, statements etc.) and no hard copy will be required, unless otherwise is provided by mandatory provisions of the Applicable Law.
For the avoidance of doubt: sending electronically a document or information originating not from the sending Party as provided in Clauses
16.3.1 and 16.3.2 above does not make such document or information valid and binding to any person other than the sending Party. The document or
information sent will be valid and binding (or invalid and not binding) to the same extent as it would be valid and binding (or invalid and not
binding) if it was delivered by any other means. If a document is invalid, sending it electronically will not change it and the document will
Day of delivery
16.5. The Correspondence will be deemed delivered:
16.5.1. If sent by electronic mail (Clause 16.3.1):
22.214.171.124. If sent before 2 pm GMT on a business day – on the same business day,
126.96.36.199. In other cases – on the next business day,
16.5.2. If sent using respective functions of the Client Account (Clause 16.3.2):
188.8.131.52. If sent before 2 pm GMT on a business day – on the same business day,
184.108.40.206. In other cases – on the next business day,
16.5.3. If sent by courier mail or post if permitted by Payoma (Clause 16.3.3) – when the recipient Party has signed for delivery. Sending of the Correspondence pursuant to Clause 16.3.2 will be evidenced by respective log printouts from Payoma System. The Parties will consider such printouts as sufficient and due evidences of the delivery.
17. TERM OF THE AGREEMENT
The Agreement will remain effective indefinitely unless terminated as provided in the Agreement.
18. MODIFICATION OF THE AGREEMENT
18.1. The Agreement can be modified:
18.1.1. By mutual written agreement by the Parties (Clause 18.2), or
18.1.2. By Payoma unilaterally (Clause 18.3).
18.2. The Parties may at any time modify the Agreement in any way possible. Modifications of the Agreement made by mutual written agreement of the Parties will become effective as agreed by the Parties.
18.3. Payoma may unilaterally modify any provision of the Agreement, inter alia provisions of these Standard Terms, the Specific Terms and any subsequent modification thereof or addendum thereto.
18.4. Payoma will notify the Client on the modification of the Agreement. Payoma may notify the Client on modification of the Agreement in the way Payoma deems fit (e.g. by electronic letter and/or by message in the Client Account and/or by publishing respective notice on Payoma website etc.). Payoma will strive to give the Client a prior notice on modification of the Agreement. However the Client understands that it may not be possible (e.g. if it is necessary to avoid immediate and eminent threat of fraud, money laundering, financing of terrorism or for other material legal purpose, or Payoma is requested to do so by competent authority Payoma is subject to).
19. TERMINATION OF THE AGREEMENT
19.1. The Agreement can be terminated:
19.1.1. By a written agreement of the Parties (Clause 19.2), or
19.1.2. By any of the Parties unilaterally without specific reason (Clause 19.3), or
19.1.3. By Payoma for a reason (Clause 19.5), or
19.1.4. By the Client for a reason (Clause 19.6).
Termination – mutual agreement
19.2. The Agreement can be at any time terminated by mutual written agreement of the Parties.
Termination – by a Party without a reason
19.3. Each Party can unilaterally terminate the Agreement by giving the other Party no less than 30 (thirty) days prior written notice. In its notice the Party indicates the day of termination of the Agreement. For the avoidance of doubt: It is imperative for the Client to timely notify Payoma on their intention to terminate the Agreement. This is even more important if the Client decided to stop their operations. After the Client has notified Payoma on their intention to terminate the Agreement Payoma may provide appropriate recommendations for the Client. The Client is strongly advised to follow these recommendations as these will likely significantly simplify and speed-up the termination process, inter alia the final settlement (Clause 19.7).
19.4. Payoma may at any time presume that the Client has de facto terminated the Agreement if there was a Significant Reduction and the Client
has not notified Payoma thereof as set out in the Agreement (Clause 7.1.3). Payoma will notify the Client that Payoma has considered the
Agreement terminated under this Clause.
Termination – Payoma for a reason
19.5. Payoma can unilaterally terminate the Agreement with immediate effect, notifying the Client thereof, in the cases as follows:
19.5.1. The Client has breached any of their duties under the Agreement, or
19.5.2. Termination of the Agreement is requested by a Payment System, or an Issuer, or an Acquirer or a supervising financial service authority Payoma is subject to, or
19.5.3. The Client has made such changes in its operations and/or Goods that, at discretion of Payoma, make continuation of the Agreement
Termination – the Client for a reason
19.6. The Client can unilaterally terminate the Agreement in the cases as follows:
19.6.1. Within 10 (ten) days from receipt of the notice from Payoma on modification of the Agreement (Clause 18.4) – by giving Payoma no less than 10 (ten) days prior written notice. In its notice the Client indicates the day of termination of the Agreement, or
19.6.2. Within 2 (two) days from receipt of the notice from Payoma on modification of the Agreement (Clause 18.4), when modification materially
worsens position of the Client – with immediate effect, notifying Payoma thereof.
The final settlement
19.7. In case of termination of the Agreement the Parties will perform the final settlement within 6 (six) months from the Agreement termination date according to the Agreement (inter alia Clause 10.6) and internal settlement policies of Payoma. For the avoidance of doubt: After termination of the Agreement and before commencing the final settlement Payoma will normally apply a greater degree of scrutiny in establishing performance of compliance duties of the Client (inter alia the duties laid down in Clause 8.2) and requesting the Client provision of the documents and/or information set out in Clause 8.17. For the avoidance of doubt: In the cases when termination of the Agreement was due to the Client failure (Clauses 19.4 and 19.5) Payoma will apply a further greater degree of scrutiny that described above.
19.8. In case if before the final settlement (Clause 19.7) there occurred reasons for postponing paying out monies due to the Client (Clause
9.8), Payoma will hold such monies as set out in Clause 9.8. The monies will be released once the reasons for hold have ceased to exist.
19.9. Provisions of the Agreement which intention and purpose purports so will survive termination of the Agreement and remain binding upon the Parties until all of the duties of the Parties are duly fulfilled. Such provisions inter alia are Clauses 8.14, 8.17, 9.4, 9.6, 9.7, 9.8, 9.9, 10.6, 10.7, 10.8., 11.5, 11.6, 13, 14, 15, 16, 20.9, 21, 22, 23.1, 24.
20. OTHER PROVISIONS
Assignment and outsourcing
20.1. Payoma is entitled to assign and transfer to any Third Party(-ies) any of its rights and duties under the Agreement, except for assignment of a debt (if any) of the Client. Such assignment is subject to a written notice to the Client.
20.2. Payoma is entitled to outsource performance of some of its duties under the Agreement to any Third Party or Third Parties, inter alia Payoma may use its partner entities to directly participate in provision of some of the Service or some parts of the Services, or some aspects of the Services. Payoma will not notify Client on such outsourcing or on any changes in such outsourcing. The current list of the partner entities that may directly participate in provision of the Services is available here. The list contains only potentially directly participating entities and will not include all outsourced service providers. Payoma at any time may add new entities or remove some or all of the entities from this list without notifying Client on such changes.
20.3. The Client is entitled to assign and transfer none of their rights and duties under the Agreement.
20.4. The Agreement contains full agreement between the Parties in respect of the subject matter hereof. All written or verbal agreements and
understandings between the Parties prior to the date hereof in respect the subject matter hereof are replaced by the Agreement unless the
Agreement provides otherwise. All representations and warranties made by the Client prior to formation of the Agreement (e.g. on truthfulness of
the documents provided, status of the Client, nature of the Goods etc.) remain fully effective and binding upon the Client.
20.5. If any provision of the Agreement will become null, void or unenforceable, all the remaining provisions of the Agreement will remain in
force. The null, void or unenforceable provision will be automatically replaced by such valid and binding provision that approximates the null,
void or unenforceable provision to the most complete extent in terms of purpose and consequences.
20.6. Delay or failure of a Party to exercise any of its rights under the Agreement, irrespective of reasons for such delay or failure, will not constitute waiver of that right or identical or similar right by that Party. No Party may rely on a waiver of any right hereunder by another Party unless such waiver is made in writing in an unambiguous manner. Scope of the Agreement
20.7. Neither the Agreement nor any discussions or disclosures hereunder will prevent Payoma from establishing with Third Parties similar
relationship as that contemplated hereunder so long as such relationship does not violate the Agreement.
Nature of the relationship of the Parties
20.8. The Parties are independent businesses, exercising their own judgement and operating at their own risk. Nothing in the Agreement will be
interpreted as establishing a partnership, a joint venture or any similar union between the Parties. Any provision of the Agreement having such
effect under the Applicable Law will be automatically replaced by such provision that approximates the initial provision to the fullest extent
possible but has no such consequences of the initial provision.
Construction and interpretation of the Agreement
20.9. In the Agreement, unless the contrary intention appears:
20.9.1. A reference to a Clause, paragraph or Schedule is a reference to a Clause, paragraph or Schedule of the Agreement.
20.9.2. Any reference in the Agreement to gender will include all genders, and words imparting the singular number only will include the plural and vice versa unless it is provided explicitly otherwise.
20.9.3. A reference to a day will mean calendar day unless it is provided explicitly otherwise.
20.9.4. A reference to a business day will mean the day that’s is not:
220.127.116.11. Saturday or Sunday, and
18.104.22.168. Public (bank) holiday in any of the countries of registration or residence of the Parties.
20.9.5. Expression of an amount in words will prevail over expression of that amount in digits.
20.9.6. General terms (such as ‘including’, ‘e.g.’ etc.) will not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by general words.
21. THE APPLICABLE LAW
The Applicable Law
21.1. The primary Applicable Law for the purpose of the Agreement is English law.
21.2. The Parties are mindful that given cross-border operation of the Agreement the Applicable Law for some specific matter may be the law of another state having jurisdiction over that specific matter.
21.3. When there is a possibility to opt for a specific Applicable Law the Parties will always opt for the law set out in Clause 21.1.
The Rules are a part of the Applicable Law
21.4. The Rules will always be considered a part of the Applicable Law irrespective of the fact which jurisdiction laws are applicable in each particular case.
22. RESOLUTION OF DISPUTES
Resolving disputes amicably
22.1. The Parties will bona fide strive to resolve amicably any dispute between them that is in any way related to the Agreement.
Letter before action and response
22.2. Prior to filing a claim to the competent court, the Party-potential claimant will give the Party-potential defendant a comprehensive letter before action. The letter before action will contain at least:
22.2.1. Main arguments of the potential claimant the potential claimant intends to use in the court,
22.2.2. Main evidence the potential claimant intends to rely upon in the court,
22.2.3. The pleadings the potential claimant intends to bring before the court.
22.3. The Party-potential defendant within no more than 30 (thirty) days from receipt of the letter before action will provide to the Party-potential claimant a comprehensive response to the letter before action. The response will contain at least:
22.3.1. The potential defendant’s attitude to the potential claim,
22.3.2. Main arguments of the potential defendant the potential defendant intends to use in the court,
22.3.3. Main evidence the potential defendant intends to rely upon in the court,
22.3.4. Any pleadings the potential defendant intends to bring before the court (if any).
22.4. A Party may bring a claim to the court only if it has provided the letter before action as set out in Clause 22.2 and has received the
response set out in Clause 22.3 or the term for provision of such response has elapsed.
22.5. Any dispute between the Parties that is in any way related to the Agreement, unless resolved amicably, will be heard by the courts of England and Wales.
22.6. The court of first instance will be the court per registered office of Payoma.
22.7. The Party substantially prevailing will all its costs related to the resolution of the dispute in question in general and to bringing the case before court in particular. The costs will include reasonable legal fees.
23. FINAL PROVISIONS
23.1. These Standard Terms have the Schedule as follows: The Specific Terms (once the Agreement is formed)
The terms used in the Agreement will have the meaning as follows:
24.1. Acceptance – our acceptance of your Offer and confirmation on formation of the Agreement.
24.2. Acquirer – a bank or a company, that has rights to Internet-acquiring, performing the functions, connected with transactions with the use of Cards.
24.3. Agreement – the agreement between you as our Client and us, Payoma on provision of the Services.
24.4. AML – anti-money laundering.
24.5. Applicable Law – the laws, including but not limited to, statutory law, case law, regulations and rules applicable to the Agreement in general, to the compliance of the Parties and to particular actions of the Parties.
24.6. Authorization – process of the Acquirer getting approval from the Issuer for the Cardholder to pay to the Client for the Goods using the Card.
24.7. Authorization Request – electronic message in the proper format, containing information, necessary for the Issuer for Authorization.
24.8. Card – an instrument for its Cardholder to perform the transactions with monies in possession of the Issuer, in accordance with agreement between the Cardholder and the Issuer.
24.9. Cardholder – holder of a Card.
24.10. Client – you as our potential, existing or former client.
24.11. Client Account – account of the Client in Payoma System that provides the Client with a toolkit necessary to use the Services as provided and amended from time to time by Payoma.
24.12. Client URL – one or several URL(s) of the Client laid down in the Specific Terms.
24.13. Confidential Information – any information, documents and materials received by a Party from another Party of a confidential, proprietary or non-public nature, whether written or oral, tangible or intangible, including but not limited to existing or proposed business, products, trade secrets, discoveries, know-how, ideas, concepts, designs, plans, the identities of and the course of dealing with actual and prospective customers (including the Cardholders), identities of shareholders and UBO of the Parties, the Cards data, data on the performed transactions, drawings, maps, blueprints, diagrams, analysis, compilations, studies, correspondence, agreements and other technical, financial, legal or business information that has not been made available to the general public, but not including any information that:
24.13.1. Is or becomes generally available to the public by will of the disclosing Party, or
24.13.2. Is or becomes lawfully available to or in possession of the Recipient Party on a non-confidential basis, or
24.13.3. The Parties agree is not confidential or may be disclosed, or
24.13.4. Is trivial, obvious or useless.
24.14. Correspondence – any correspondence between the Parties, inter alia notices, letters, complaints, invoices, notification from Payoma on modification of the Agreement, agreements of the Parties (offers and respective acceptances) on modification of the Agreement or auxiliary agreements hereto etc.
24.15. CTF – counter terrorism financing.
24.16. Disclosing Party – in respect of the Confidential Information, a Party that is making its Confidential Information available to the other Party (i.e. to the Recipient Party).
24.17. Fee – any of the Fees.
24.18. Fees – the fees paid by the Client to Payoma for the Services.
24.19. Force Majeure – any such circumstances of superior force and acts of God that objectively prevent a Party or Parties from fulfilling some or all of their duties under the Agreement and/or the Applicable Law and that cannot be both prevented and removed with reasonable means. The following circumstances can be, but not necessarily are Force Majeure:
24.19.1. Natural disasters (eruption of volcanos, earthquakes, floods, hurricanes etc.),
24.19.2. Social unrest (riots, strikes etc.),
24.19.3. Wars or other military operations,
24.19.4. Changes of the Applicable Law.
24.20. GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)
24.21. Goods – goods and/or services offered for sale and sold by the Client to Cardholders that are paid for using a Card.
24.22. In Services – the Services on processing payments from Cardholders to the Client.
24.23. Issuer – the bank that issued the Card.
24.24. KYC – know your customer.
24.25. Material Breach – such breach by the Client of the Agreement and/or the Applicable Law that resulted, results or may result in negative consequences to Payoma, Other Persons of Payoma or Payoma business partners. Such negative consequences may include, but are not necessarily limited to:
24.25.1. Application of a fine, penalty or any other sanction ,
24.25.2. Termination, limitation, suspension or otherwise impairment of status within any Payment System,
24.25.3. Termination, limitation, suspension or otherwise impairment of any agreement with a business partner,
24.25.4. Prohibition, restriction or otherwise limitation of permitted operations,
24.25.5. An audit or investigation,
24.25.6. Any other financial liability,
24.25.7. Giving rise to any legal action.
24.26. Offer – your offer to be bound by these Standard Terms and by the Specific Terms (after these were communicated to you).
24.27. Other Persons – officers, employees, shareholders, UBOs, associates, consultants, partners, professional advisers and other experts, if any, of a Party.
24.28. Out Services – the Services on processing of payments from the Client to Cardholders.
24.29. Payment Agent – a Third Party appointed by Payoma pursuant to Clause 9.6 as its payment agent to perform on behalf of Payoma some or all payments Payoma is under obligation to make pursuant to the Agreement.
24.30. Payment System – international or local payment system, for example Visa International, MasterCard Worldwide, Diners Club International, American Express, JCB, etc., Cards of which are accepted by the Client as payment means for the Goods.
24.31. Payoma System – hardware-software complex of Payoma, intended to carry out authorization of Cards through the Internet, routing initial transactions to processing centre of the Acquirer through secure networks, allowing to translate Authorization Request from the Internet protocol of HTTP format (or other protocol, used by Payoma) into the protocol of format, supported by processing centre of the Acquirer, transmit request to processing centre of the Acquirer and send its result back to the Shop and the Cardholder.
24.32 .Personal Data Processing Policy – Payoma personal data protection and processing policy as approved and amended from time to time by Payoma.
24.33. Recipient Party – in respect of the Confidential Information, a Party that is given access to the Confidential Information of another Party by that other Party (i.e. by the Disclosing Party).
24.34. Refund – the process of full or partial return of monies of transaction before its completion. The Refund is performed on the Client initiative to the account of the Cardholder. The Refund amount can’t exceed the amount of the initial transaction.
24.35. Rolling Reserve – monies withheld by Payoma as security from every successful transaction as a part of the In Services (the result of the authorization: “Transaction has been successful”).
24.36. Rules – rules, procedures and regulations of the Payment Systems that are related to functioning of the Payment Systems (e.g. Visa Core Rules and Visa Product and Service Rules).
24.37. Services – the payment service provided by Payoma to the Client under the Agreement. The Services may include either the In Services, the Out Services or both.
24.38. Shop – hardware-software complex, providing the information on the Internet on the Goods and selling the Goods to the Cardholders. If there are more than one Client URL the Shop will be considered all of the Client URL jointly. Payoma on its own volition in each particular case may, but has no such duty, treat each or some of the Client URLs separately in terms of compliance assessment or for other purposes as laid down in the Agreement.
24.39. Significant Reduction – reduction in use of the Services by the Client that meets any of the following criteria:
24.39.1. Monthly turnover of the Client has decreased for no less than 25% (twenty-five per cent) for no less than 3 (three) consecutive months. The amount of reduction will be measured compared to the previous month. By way of example: this condition of consecutive decrease of turnover will be fulfilled if the turnover in February (the 1st month) will be 75% or less of the turnover in January and the turnover in March (the 2nd month) will be 75% or less of the turnover in February and the turnover in April (the 3rd month) will be 75% or less of the turnover in March.
24.39.2. Monthly turnover of the Client has decreased to 20% (twenty per cent) or less from the median monthly turnover for the previous 6 (six) months before decrease .
24.39.3. The Client for 2 (two) weeks had no transactions. For the avoidance of doubt: stop of use of the Services by the Client will be considered Significant Reduction unless the Agreement provides otherwise.
24.40. Specific Terms – Payoma specific terms supplementing these Standard Terms we have set out and communicated to you during assessment of entering the Agreement with you.
24.41. Standard Terms – these Payoma Standard Terms of provision of the Services.
24.42. Stop List – information about transactions and details of the Card, which is kept in Payment Systems or in Payoma System and used to deny authorization of the Card, inter alia at the stage of its preliminary verification. This information is collected inter alia on the basis of information on stolen Cards.
24.43. Third Parties – a legal (corporate) entity or individual that is neither of the Parties.
24.44. UBO – ultimate beneficial owner(s).