PaxPay Terms & Conditions

BACKGROUND

(A) PAXPORT has integrated with the platforms of third party electronic payment providers, allowing PAXPORT to offer the Service (as defined below)

(B) The End-User wishes to use the Service (as defined below) as a means of making electronic payments.

(C) PAXPORT wishes to offer the Services to the End-User on the terms set out in this Agreement.

(D) The End-User wishes to use the Services on the terms set out in this Agreement

 

  1. Definitions

1.1  In this Agreement, the following terms shall have the following meanings:

 

“Acceptable Use Policy” PAXPORT’s acceptable use policy in respect of the End-User’s use of the Service and the criteria for any platform or system incorporating the Service, as amended from time to time and accessible at www.Paxport.co.uk/policies/acceptable-use-policy.html;
“Agreement” These PaxPay Standard Terms and Conditions, the schedules to them and the Application Form;
“Application Form” the PaxPay application form;
“Client Account” a bank account used to hold the Deposit;
“Client Data” the data inputted by the End-User or its authorised users, or otherwise provided to PAXPORT;
“Commencement Date” as detailed in the Application Form;
“Credit VANs” VANs which provide End-Users with credit to carry out Transactions;
“Deposit” monies held by PAXPORT, or PAXPORT’s nominated third party electronic payment provider, on behalf of the End-User as security for funding Transactions, the required amounts of which will be communicated to the End-User from time to time;
“Effective Date” means the date the Service commences;
“End-User” means the end-user of the Service, as detailed in the Application Form;
“Fees” all fees and charges payable by the End-User under this Agreement as specified in the Application Form and/or the Schedules;
“Initial Deposit” an initial Deposit that is required for the Services to commence, as specified in the Application Form and/or the Schedules;
“Intellectual Property Rights” all copyrights, patents, database rights, domain names, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;
“Minimum Fee” the minimum amount payable by the End-User in each payment period, as set out in the Application Form (where applicable);
“PAXPORT” means Paxport Products Limited, a company registered in England and Wales (Company Number: 2447353) whose registered office is at 101 Victoria Street, Bristol, BS1 6PU;
“Pre-paid VANs” VANs where a Deposit is required prior to carrying out Transactions;
“Schedules” the product schedules that are apply to the different VANs (see links below)
“Service” an online payment solution that provides the End-User with an efficient means for acquiring and using single-use, multi-use, credit, debit and pre-paid VANs to facilitate payments to suppliers;
“Set-up Fee” PAXPORT’s fee for setting up the Service for the End-User, as detailed in the Application Form and/or the Schedules;
“Support” PAXPORT liaising with the End-User’s staff during Support Hours to provide a remedial service for situations identified by error reports, as specified in the Schedules;
“Support Hours” the times when Support is available as specified in the Schedules;
“Third Party Agreement” means an agreement with a third party provider, governing the holding of the Deposit in the Client Account and the use of the Deposit to fund Transactions;
“Third Party Credit Agreement” means an agreement with a third party provider, governing the provision of Credit VANs;
“Transactions” payment transactions carried out by the End-User using the Service;
“VAN” means a Virtual Account Number, used to make payments online or offline;
“VAN Issuer” the ultimate issuer of the VAN; and
“VAN Issuer’s Terms & Conditions” the VAN Issuer’s terms and conditions relating to use of the VANs, as detailed in the Schedules.

1.2      Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3      A person includes an individual, corporate or unincorporated body (whether or not having a separate legal personality).

1.4      Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.5      A reference to writing or written includes faxes but not e-mail.

1.6      References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

1.7      The schedules shall be deemed to be incorporated into this Agreement and shall be subject to the terms and conditions of this Agreement.

  1. Service and Payments

Pre-paid VANs

2.1  Within 7 days of the Commencement Date and in any event prior to setting up a VAN, the End-User undertakes to enter into the Third Party Agreement, complete any KYC (know your client) requirements of the relevant third party provider, pay the Initial Deposit into the Client Account and the Set-up Fee directly to PAXPORT.

Credit VANs

2.2 Within 7 days of the Commencement Date and in any event prior to setting up a VAN, the End-User undertakes to enter into the Third Party Credit Agreement, complete any KYC (know your client) requirements of the relevant third party provider and pay the Set-up Fee directly to PAXPORT.

2.3 From the Effective Date, and subject to receipt by PAXPORT of all Fees payable as at that date, PAXPORT grants to the End-User a non-exclusive, non-transferable licence to use the Service only for the internal business purposes of the End-User, subject to the terms of this Agreement, the Third Party Agreement and the VAN Issuer’s Terms & Conditions. The End-User agrees to implement any procedures, business processes and systems to PAXPORT’s reasonable specification to enable the End-User to access and use the Service. PAXPORT shall use its reasonable endeavours to have the Services ready for use in accordance with any agreed timetable but time for the Services being ready shall not be of the essence of the contract and PAXPORT may, in its sole discretion, delay the Effective Date if necessary.

2.4  PAXPORT will act as an intermediary between the End-User and the third party electronic payment provider, carrying out the necessary works preparatory to facilitate financial transactions for the transfer of/dealing with electronic payments, using the Service.

2.5  The End-User acknowledges that it is responsible financially and legally for all use made of the Service and agrees not to enable any third party to make use of the Service without the express written permission of PAXPORT. In addition, the End-User acknowledges that it is the End-User that is contracting with the payee/merchant who receives a payment using a VAN and that PAXPORT is merely assisting with facilitating a payment mechanism on behalf of the End-User. The End-User will indemnify PAXPORT against all claims, liabilities, demands, proceedings, damages, losses, costs, expenses fines and charges which are made or brought against or incurred by PAXPORT as a result of it being alleged/held to be the contracting party.

2.6  For Pre-paid VANs, PAXPORT or its third party providers may at any time request further funds from the End-User in order to replenish the Deposit so that it contains adequate funds to cover Transactions and Fees. PAXPORT may suspend the End-User’s access to and use of the Service until any such request has been complied with. The End-User shall indemnify PAXPORT for any payments it has to make to the third party provider due to the Deposit not containing adequate funds to cover Transactions and Fees.

2.7  If the End-User has not complied with its payment obligations under a Third Party Credit Agreement, PAXPORT may suspend the End-User’s access to and use of the Service until any such obligations have been complied with.

2.8  For Pre-paid VANs, PAXPORT may (when required by third party providers) impose limits on the total amount that can be held across all VANs issued to the End-User or on each individual VAN issued to the End-User in accordance with the Schedules. In the event that attempts are made to load funds that would cause these limits to be exceeded, PAXPORT may at its discretion stop the End-User from loading and/or accessing such funds. PAXPORT shall give the End-User as much notice as is reasonable in the circumstances of any change in these limits.

2.9  PAXPORT will charge the End-User Fees in accordance with the Application Form and/or the Schedules. These Fees are in consideration for PAXPORT providing the preparatory works and intermediary services detailed in clause 2.3 above. The End-User will pay the Set-up Fee direct to PAXPORT in accordance with clause 2.1 above. All other Fees will either be: (i) collected from the End-User by the third party provider, on behalf of PAXPORT; or (ii) paid directly to PAXPORT as indicated in the Application Form. Where any Fees are subject to the Minimum Fee and do not reach or exceed the Minimum Fee amount, PAXPORT shall be entitled to charge such amount as necessary to make the End-User’s total payment liability equal to the Minimum Fee.

2.10  The End-User will be solely responsible for any additional fees or charges and incidental costs arising from its use of the Service, including without limitation, ‘merchant fees’ that are imposed upon the End-User by the merchant or the merchant’s bank, including charges related to currency fluctuations, financial institution and government fees, charges and taxes and the End-User’s internet access and usage costs. If applicable, any additional fees or charges referred to in this clause 2.8 will be invoiced or deducted in accordance with 2.9 below.

2.11 In relation to any additional fee detailed in clause 2.8, at PAXPORT’s option it may either:

(a)  issue an invoice to the End-User, which shall be payable within 15 days of receipt; or

(b)  recover any such fees from the Deposit as and when the fee is incurred as a result of use of the Service, and a report of such deduction will be made available to the End-User at reasonable intervals.

2.12  Depending on card type, some VANs may result in rebate payments to the End-User. Where applicable, any rebates will be paid to the End-User monthly in arrears.

2.13  If the End-User fails to pay any sum due under this Agreement within 15 days from date of the related invoice, PAXPORT shall be entitled to suspend the Service and charge interest on a daily basis on such overdue amounts from the due date of payment until the date of actual payment (whether before or after judgment) at an annual rate 8% above the base rate from time to time being in force of the Bank of England, or such other rate as provided by the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. PAXPORT shall be entitled to claim fixed compensation in respect of each late payment in the amounts set out in section 5A of the aforementioned Act.

2.14  For the purposes of this Agreement, time of payment by the End-User shall be of the essence.

2.15  Fees and all other monies due pursuant hereto are stated exclusive of any applicable taxes (including without limitation VAT), duties, fees or other government levies, delivery and insurance costs which may be incurred or imposed on or in respect of the Service. If such monies become due in connection with the delivery of the Service, they shall be paid by the End-User.

2.16  PAXPORT reserves the right to vary its Fees and reduce the rebate payable to End-User accordingly by a proportionate amount if any variation is made by VISA or MasterCard or processors or issuers for their services to PAXPORT or the third party electronic payment providers relating to this Agreement but PAXPORT shall, where possible, inform the End-User in writing of any changes in advance.

 

  1. Compliance Issues

3.1  PAXPORT and its third party providers are required to verify certain information about End-Users due to regulatory and legal requirements such as anti-money laundering and anti-terrorist financing, including verifying company directors, whether the company is in good corporate standing and so forth. PAXPORT and its third party providers are also required to monitor Transactions to ensure that the Service is not being used for money laundering, terrorist financing and other illegal activities. End-User consents to PAXPORT and its third party providers monitoring End-User’s Transactions to ensure that End-User does not engage in any illegal activity and that any such activity may be reported to the relevant authorities; and agrees to submit information to PAXPORT or its third party providers as reasonably required to comply with any of these commitments.

3.2  In relation to the use of all VANs, the End-User accepts to be bound by the Third Party Agreement and VAN Issuer’s Terms & Conditions.

3.3  The End-User shall not use the VANs to conduct activity that is illegal or is in contravention of the relevant card scheme rules for the card type used.

3.4  The End-User shall take positive measures and shall use all reasonable endeavours to prevent VANs from being accessed, used or distributed by unauthorised persons.

3.5  The End-User shall use all reasonable endeavours to adhere to any reasonable instructions or guidelines, issued by PAXPORT or the third party provider, relating to the use of the VANs and the Service.

3.6  The End-User shall indemnify PAXPORT and keep PAXPORT fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which PAXPORT may sustain or incur, or which may be brought or established against PAXPORT by any person and which in any case arise by reason of (i) the misuse of VANs or the Service by the End-User; or (ii) the breach by the End-User of the VAN Issuer’s Terms & Conditions or a Third Party Agreement.

3.7  PAXPORT’s ability to provide the Service depends on its third party providers’ continued authorisation to do so by the relevant card schemes and financial services authorities.

3.8  PAXPORT’s ability to provide the Service depends on the continued provision of the essential components of the service provided by third party providers including but not limited to the VAN Issuer, MasterCard or VISA.

3.9  Whilst it will use all reasonable endeavours to provide the End-User with reasonable notice, PAXPORT reserves the right to terminate this Agreement immediately should it be incapable of providing the Service for any of the reasons detailed in this clause 3. including the revocation of any authority or components referred to in clauses 3.7 and 3.8. In this event, PAXPORT’s sole and exclusive liability shall be to refund the unused portion of any Fees to the End-User.

3.10  The End-User will inform PAXPORT immediately if it becomes aware of any misuse of the VANs and/or fraudulent activity in relation to them and will provide to PAXPORT all information and assistance as it reasonably requests in relation to such misuse/fraudulent activity.

  1. End-User’s Obligations

4.1  The End-User shall:

(a)  provide PAXPORT with:

(i)  all necessary co-operation in relation to this Agreement; and

(ii)  all necessary access to such information as PAXPORT may requires,

in order to provide the Services;

(b)  ensure that it has, and procures for and on behalf of PAXPORT, the appropriate rights and consents to gather, input and process the Client Data using the Service and that it complies fully with the Data Protection Act 1998 (“DPA”);

(c)  comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d)  carry out all other End-User responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the End-User’s provision of such assistance as agreed by the parties, PAXPORT may adjust any agreed timetable (i.e. in relation to set-up or payment of Fees) or delivery schedule as reasonably necessary;

(e)  ensure that its authorised users use the Services in accordance with this Agreement and shall be responsible for any breach of this Agreement by its users of the Services;

(f)  ensure that its network and systems comply with the relevant specifications provided by PAXPORT from time to time;

(g)  be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to PAXPORT’s data centres and systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the End-User’s network connections or telecommunications links or caused by the internet;

(h)  subject to any additional access granted by this Agreement, only access the Services for the End-User’s own internal business purposes. Otherwise, the End-User shall not access the Services for or on behalf of a third party or allow any other person to access the Services or disclose the Services to any person in any other way whatsoever. The End-User is not entitled to modify or enhance the Services or access or use the source code of the Services;

(i)  ensure that when transmitting sensitive/confidential information to the Services (for example, payment card details, or personal data (as defined in the DPA)) use the secure SSL connections provided by PAXPORT from time to time;

(j)  save to the extent set out in this Agreement, not sub-contract, sub-licence, assign, transfer or resell the Services;

(k)  only access and use the Services in accordance with the terms of this Agreement, the Acceptable Use Policy and any guidance and instructions provided by PAXPORT from time to time; and

(l)  procure that its systems and equipment meet PAXPORT’s minimum system requirements and continue to do so for the duration of this Agreement. The End-User shall provide PAXPORT with such reasonable information and access to its equipment as PAXPORT may require to monitor compliance with the minimum system requirements and shall notify PAXPORT of any significant changes in the way it accesses the Service, its systems or processes.

 

 

  1. Confidentiality, Copying and Intellectual Property Rights

5.1  The End-User undertakes that it shall not at any time, disclose to any person any technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the End-User by PAXPORT or its representatives, and any other confidential information concerning PAXPORT’s business or its products or services which the End-User may obtain, except as permitted by clause 5.2.

5.2  The End-User may disclose PAXPORT’s confidential information:

(a)  to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. It shall ensure that its employees, officers, representatives or advisers to whom it discloses the confidential information comply with this clause 5; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3  The End-User shall not use PAXPORT’s confidential information for any purpose other than to perform its obligations under this Agreement.

5.4  The End-User undertakes for the lifetime of this Agreement and twelve months thereafter not to use its access to the Service to engage in any activity which involves offering or developing any software or system which would compete with the Service.

5.5  PAXPORT shall be entitled to disclose the name of the End-User as a user of the Service.

5.6  The End-User will be helpful and co-operative in answering enquiries from potential customers who have been referred to the End-User by PAXPORT.

5.7  The End-User shall not itself nor allow any third party to duplicate or otherwise reproduce in whole or in part the Service.

5.8  Other than the licence granted in clause 2 of this Agreement, the End-User acknowledges that it obtains no copyright or any other right in the nature of copyright or any other Intellectual Property Right whatsoever in the Service or any documentation by virtue of this Agreement.

5.9  The End-User will notify PAXPORT of any claim which may be made against PAXPORT or the End-User alleging that the use of the Service infringes the rights of a third party as soon as it becomes aware of any such actual or potential claim.

5.10  The End-User shall immediately bring to the attention of PAXPORT any infringement or suspected infringement by any third party of any of the Intellectual Property Rights in the Service of which it is aware and shall at the request and expense of PAXPORT take such action or assist PAXPORT in taking such action as PAXPORT may deem appropriate to protect the Intellectual Property Rights.

5.11  The End-User undertakes not to remove, delete or obscure any copyright notices or confidentiality notices on or in the Service or the medium on which it is recorded.

5.12  The End-User shall not and shall not permit any third party to copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form.

  1. LIMITATION OF LIABILITY AND WARRANTY

6.1  The Service has not been created to meet the individual requirements of the End-User and is supplied on an ‘as is’ basis. No failure of any part or the whole of the Service to be suitable for the End-User’s requirements shall give rise to any right or claim against PAXPORT or any successor, supplier, or vendor.

6.2  PAXPORT is not liable for any indirect loss, consequential loss, loss of profit, revenue, wasted management time, failure to achieve anticipated savings, loss of data or goodwill, business interruption, account for profit or for any liability of the End-User or any third party arising in any way in connection with this Agreement, whosoever caused, whether direct or indirect and whether or not such loss has been discussed by the parties prior to entering into this Agreement.

6.3  PAXPORT shall not be liable for any loss or damage of whatsoever nature suffered by the End-User arising out of or in connection with any breach of this Agreement by the End-User or any act, misrepresentation, error or omission made by or on behalf of the End-User (including without prejudice use of the Service by someone unauthorised or with inadequate training or experience) or arising from any cause beyond PAXPORT’s reasonable control.

6.4  The End-User acknowledges that it will have no claim in relation to degradation or unavailability of the Services or the functionality which it obtains therefrom which arise directly or indirectly from:-

  1. Interruptions to the flow of data to or from the Service or other portions of the internet;
  2. Changes to the Service which need to be made by PAXPORT or which are enforced against PAXPORT;
  3. The effects of the failure or interruption of services provided by third parties;
  4. Factors outside of the reasonable control of PAXPORT;
  5. any actions or omissions of the End-User contrary to the terms of this Agreement;
  6. Problems with the End-User’s equipment and/or third party equipment;

6.5  Subject to Clause 5.8 below, no matter how many claims are made and whatever the basis of such claims, PAXPORT’s maximum aggregate liability to the End-User under or in connection with this Agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1-5.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed the total amount of Fees paid to PAXPORT in the 12 months prior to any claim.

6.6  The End-User agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Fees have been calculated on the basis of the limitations and exclusions in this Clause 5 and that the End-User will effect such insurance as is suitable having regard to its particular circumstances and the terms of this Clause 5.

6.7  Whilst reasonable attempts are taken to exclude viruses from the Service, no liability is accepted for viruses and the End-User is recommended to take appropriate anti-virus measures when using or enabling access to the Service.

6.8  None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of PAXPORT or its appointed agents.

  1. Term and Termination

7.1  After the initial term of 3 years from the Effective Date, either party may terminate this Agreement by giving the other party at least 90 days’ written notice.

7.2  Either party may terminate this Agreement immediately by written notice to the other in the event that any of the following occur:-

  1. The other fails to pay any amount due hereunder within 30 days of its due date, save where such amount is disputed; or
  2. the other breaches any term of this Agreement and such breach is irremediable or, if remediable, is not remedied within 30 days of receipt of a notice requiring it to be remedied; or
  3. An order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other, or if a receiver is appointed in respect of the other or all or any of its assets or if the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in respect of the other; or
  4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7.3  PAXPORT may terminate this Agreement immediately by written notice to the End-User under clause 3.9 or in the event that any of the following occur:-
a.  the End-User does not complete/pass the initial KYC/funding requirements of PAXPORT’s third party providers to such third party’s satisfaction or at any other point during the term of this Agreement fails to satisfy such requirements; or
b.  the End-User purports to breach clause 8.4 below; or
c.  a third party provider agreement is terminated for any reason.
7.4  PAXPORT shall use reasonable endeavours to ensure that it’s third party providers continue to assist PAXPORT with the provision of the Service during the term of this Agreement, however if a third party provider is no longer able or willing to assist PAXPORT to provide the Services, PAXPORT may terminate this Agreement immediately upon providing the End-User with written notice.

7.5  PAXPORT may immediately suspend the End User’s access to the Service if it reasonably believes that the End User’s conduct is compromising the performance of the Service for other users, or poses a risk to other users of the Service. In the event that such suspension continues for a period of not less than 30 days, PAXPORT shall be entitled to terminate this Agreement with immediate effect.

7.6  Termination of this Agreement shall be without prejudice to any other rights or remedies of either party.

7.7  In the event of termination of this Agreement, the licences granted by PAXPORT under this Agreement shall terminate and the End-User shall immediately cease using the Service and within 14 days return all constituents of the Service and any documentation supplied to the End-User by PAXPORT together with any copies thereof. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

7.8  Clauses 1, 2.5, 3.6, 5 and 6 of this Agreement shall survive termination.

  1. General

    8.1  Entire Agreement. This Agreement together with any other expressly incorporated document constitutes the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 8.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

8.2  Variation. These PaxPay Standard Terms and Conditions may be amended by us from time to time. We shall use our reasonable endeavours to notify you of any amendments by e-mail or by online notification. Your continued use of the Services following any amendment to these terms shall constitute acceptance of the amended terms.

8.3  Severance. If any provision or part of this Agreement is deemed void for whatever reason, it shall be deleted and the remaining provisions shall continue in full force and effect.

8.4  Assignment and other Dealings. The rights and obligations of the End-User under this Agreement are personal to the End-User and the End-User undertakes that it shall not, without the prior written consent of PAXPORT, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

8.5  Notices. Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given here above. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.

8.6  Force Majeure. Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

8.7  Waiver. Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

8.8  Third Party Rights. Unless stated otherwise, the terms of this Agreement may only be enforced by the parties to it.

8.9  Governing Law & Jurisdiction. This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

 

Schedules

For applications for Ixaris accounts please click below to view relevant schedules.

View the Schedule document.