ENTROPAY BUSINESS SERVICE AGREEMENT
This is an important document and you must consider its terms carefully when choosing to use the EntroPay Services. Please read the terms of this Agreement carefully before using the EntroPay Services.
This Agreement highlights certain risks on using the EntroPay Services. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the EntroPay Services, including but not limited to, those related to taxes or foreign currency transactions.
The EntroPay Services relate to Electronic Money which is not a deposit or investment and is not covered by any deposit guarantee scheme. However Your funds will be held by Us or the relevant Issuer in accordance with the terms of the relevant legislation governing Electronic Money and payment services, in designated safeguarded accounts.
The EntroPay Services are for use by corporate customers, that is customers that are not a consumer, (being an individual acting for purposes other than a trade, business or profession). If You are a consumer please visit Our website for consumer products.
This Agreement is a contract between You and Ixaris Systems Limited trading as EntroPay and applies to Your use of the EntroPay Services.
By applying for and using the EntroPay Services, You are confirming that You have read, agreed with and accept all of the terms and conditions contained in this Agreement (including the documents and policies referred to in it).
This Agreement is concluded in English. We recommend that You store or print-off a copy of this Agreement (including all policies) for your records.
Unless otherwise defined, the following terms shall have the following meanings:
Authorised Users: those of Your employees, agents and independent contractors who are authorised by You to use the EntroPay Services;
Card Schemes: Visa Europe, Visa Inc, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro and/or such other schemes governing the issue and use of Cards, as approved and notified by EntroPay to You in writing from time to time (and “Card Scheme” shall be construed accordingly);
Electronic Money: means monetary value, represented as a claim on the Issuer, which is credited to Prepaid Cards for use as a means of payment;
EMD: the Electronic Money Directive 2009 (Directive 2009/110/EC) of the European Commission;
EntroPay Business Account: the account through which Prepaid Cards are created, administered and used, and through which You can access the EntroPay Payout and EntroPay Purchasing Services and review balances and Transaction details;
EntroPay Consumer Account: the account for Users and other consumers wishing to access and use the consumer payment services available through EntroPay;
EntroPay PayOut: the service operated by Ixaris that enables You to transfer money to third parties using EntroPay Prepaid Cards;
EntroPay Purchasing: the service operated by Ixaris that enables You to make payments for goods and services using EntroPay Prepaid Cards;
EntroPay Services: EntroPay PayOut and EntroPay Purchasing;
Issuer: a financial institution authorised by the appropriate regulatory authority to issue Electronic Money in accordance with the local jurisdiction’s regulations adopting the EMD, which is a member of a relevant Card Scheme and licenced to issue its branded cards and with which Ixaris has a relationship enabling it to make Electronic Money available to fund Cards;
Ixaris System: the Ixaris software system created by Ixaris for the issue and management of Prepaid Cards;
Load: the crediting of Electronic Money to a Prepaid Card;
Load Instruction: an instruction from Customer to Ixaris through the Ixaris System to perform a Load;
Load Amount: the aggregate amount forming the subject of a Load Instruction;
Prepaid Card: a plastic or virtual payment card issued by an Issuer and licensed by a Card Scheme which is associated with the credit of Electronic Money by the Issuer and which Ixaris is able to administer and process;
Redemption: the return of funds previously paid by You for crediting to Prepaid Cards as Electronic Money;
Regulations: all laws, statutes, statutory instruments, acts, regulations, orders and directives, and all orders, regulations and rules issued there under, as amended from time to time all codes of practice and guidance issued by government agencies, self-regulatory bodies and trade associations (whether or not having the force of law) including the Financial Conduct Authority (FCA) and the Card Schemes or any other relevant trade or industry body applicable to the conduct of the EntroPay Services or in connection with their rights and obligations under this Agreement;
Settlement Liabilities: the amounts We and/or Issuers are required to pay to the Card Schemes in relation to Transactions carried out using Cards (which amounts shall include where applicable any fees and other Card Scheme liabilities);
Trademarks: the Ixaris and EntroPay trademarks, trade names, logos, and designs;
Transaction: the payment for goods or services or the transfer of value by the creation or use of a Prepaid Card;
Us: Ixaris Systems Limited trading as EntroPay;
User: the recipient of a Card created by You using the EntroPay PayOut Service;
User Agreement: the terms and conditions which We and/or an Issuer may require to be accepted by a User to regulate their use of their EntroPay Consumer Account and Prepaid Cards; and
You: the entity which has applied to use the EntroPay Services and been accepted by Us as a customer.
2.1 We engage with Issuers to enable Prepaid Cards to be created and Loads made in accordance with relevant Regulations and to enable the administration of the Prepaid Cards through the Ixaris System. We are authorised by the Financial Conduct Authority of the United Kingdom as a payment institution in accordance with the provisions of the Payment Services Regulations 2009 (registration number 540990). Where You pay funds to Us in relation to the EntroPay Services We will forward them to the relevant Issuer which in turn will forward them to the relevant card Scheme in satisfaction of Settlement Liabilities relating to Your or a User’s Prepaid Cards. Where we hold those funds overnight then We will hold them in designated client accounts safeguarded in accordance with the requirements of the Payment Services Regulations and as agents for the relevant Issuer.
2.2 You acknowledge and accept that by making payment via EntroPay to any payee in settlement of a liability either using EntroPay PayOut or EntroPay Purchasing We shall not be deemed to have assumed any liability You may have to the payee. In relation to EntroPay PayOut Our sole responsibility shall be to notify the User that a Card has been created for his or her use and to assess that User in accordance with Our usual criteria when deciding whether or not to accept them as an EntroPay Business Account holder.
2.3 In order for Us to provide the EntroPay Services You shall transfer sufficient funds to a bank account of Our choosing which will be held by Us and/or the Issuer against Settlement Liabilities that may arise. Funds paid to EntroPay will only be used in payment to an Issuer to meet Settlement Liabilities, in payment of Charges due to EntroPay and/or the Issuer or against any other liability of Yours under this Agreement.
2.4 Subject to You meeting all due diligence and anti-money laundering enquiries reasonably required by Us, paying the Charges and to the terms and conditions of this agreement, We grant You a non-exclusive, non-transferable right to permit the Authorised Users to access and use the EntroPay Services during the Term purposes of Your business.
2.5 In relation to the Authorised Users, You undertake that each Authorised User shall keep secure any password or other security device for his or her use of the EntroPay Services and keep such security information confidential.
2.4 The EntroPay PayOut service enables You request the creation of Prepaid Cards for use by Your designated recipient (“Users”). Limits may be applied to these Prepaid Cards as indicated in this Agreement and/or the User Agreement and further notified to You from time to time. Users will be required to open an EntroPay Consumer Account in order to be able to access and use their Prepaid Card, and use will be subject to the rules relating to the EntroPay Consumer Account and the User Agreement.
2.5 On receipt of Your request to create a Prepaid Card We will email the proposed User at the email address provided by You to Us and inform him or her that the Prepaid Card is available for them to access and use on their successful creation of an EntroPay Business Account.
2.6 If for any reason We are unable to accept the proposed User as a customer and create an EntroPay Business Account for their use we will notify You and the funds credited to that Prepaid Card will be re-credited to Your EntroPay Business Account.
2.7 If the proposed User does not contact Us to request the creation of an EntroPay Business Account and access to the Prepaid Card within a reasonable period following Our email to him or her, We may notify You of this and return the funds credited as Electronic Money to the Prepaid Card to Your EntroPay Business Account.
2.8 The EntroPay Purchasing service enables You create Prepaid Cards for Your use in paying Your business creditors. We shall Load Your Prepaid Cards in accordance with the provisions of section 7 of this Agreement.
3.1 We shall operate the EntroPay Services using reasonable skill and care and shall provide these service to You on a non-exclusive basis.
3.2 You acknowledge and accept that:
3.2.1 whilst we make all reasonable efforts to ensure the availability of the EntroPay Services We do not guarantee that they will be available without interruption;
3.2.2 We may in Our sole discretion impose limits on the total amount that can be held across all the EntroPay Prepaid Cards issued to Users. In the event that attempts are made to transfer funds that would cause these limits to be exceeded We may at Our discretion stop the Load and/or accessing of such funds;
3.2.3 We may at Our sole discretion impose limits on the amount that can be held to the credit of each individual Prepaid Card. In the event that attempts are made to transfer funds that would cause these limits to be exceeded We may at Our discretion stop the Load and/or accessing of such funds;
3.2.4 The EntroPay Services are subject to any constraints or limitations stipulated in the User Agreement;
3.2.5 Our ability to provide the EntroPay Services depends on:
(a) Our continued authorisation to do so by the Card Schemes, Issuers and the competent financial services authorities;
(b) the continued provision of the essential components of the EntroPay Services which are provided by third party suppliers including but not limited to services provided by Issuers.
3.3 We provide the EntroPay Services without any warranty or condition, express or implied, except as specifically stated in this Agreement. We do not have any control over the products or services that are paid for with the EntroPay Services. We do not guarantee continuous, uninterrupted or secure access to any part of the EntroPay Services and shall not be liable for any delay in the failure in the provision of the EntroPay Services under this Agreement due to the failure of the essential services or permissions supplied to Us or otherwise. Your access to the EntroPay Services may be occasionally restricted to allow for maintenance, upgrading or fixing of errors and bugs. We make every effort to ensure that the information available to You regarding Your EntroPay Business Account and Prepaid Cards is accurate at the time it is provided but We cannot guarantee the accuracy of all such information in all circumstances and contexts.
3.4 Each party shall, to the extent necessary in relation to its activities as contemplated by this Agreement, comply at all times with all applicable laws, Regulations and codes, including but not limited to, if applicable, the European Data Protection Directive 95/46/EC, the Money Laundering Directive 2005/60/EC of the European Parliament and of the Council of 26th October 2005, the Electronic Money Directive 2009/110/EC of the European Parliament and of the Council of 16th September 2009 and the Payment Services Directive 20 07/64/EC of the European Parliament and of the Council of 13th November 2007 (all as enacted in relevant jurisdictions) and any other relevant law, regulation or code.
4.1 You can inspect your transaction history at any time by logging in to Your EntroPay Business Account. You must immediately notify Us if you have reason to believe that there has been an unauthorised Transaction, that there has been unauthorised access to Your Account, that Your security details have been compromised or that any error has occurred on your Account (“Erroneous or Unauthorised Transactions”).
4.2 You must notify Us immediately if You believe there has been or will be an Erroneous or Unauthorised Transaction giving Us all the relevant information in Your possession and assist Us in all ways We may reasonably request.
Review of Reports of Errors.
4.3 We will investigate Your concerns as quickly as possible after we receive Your notice. If We have made an error, we will correct it promptly. At the end of our investigation, We will advise You of Our conclusions. If We determine that there was no error, We will send you a written explanation and may reverse any provisional credit that We previously credited to You in relation to the alleged error.
Liability for Unauthorised Transactions.
4.4 We will not seek to hold You liable for any unauthorised use of Your EntroPay Business Account and Prepaid Cards provided We are satisfied that You have not acted deliberately or negligently so as to enable any third person to gain access to Your security information.
4.5 If You notify Us of an Erroneous or Unauthorised Transaction and there is no evidence to suggest fraud or deliberate or negligent behaviour on Your part, We will reimburse You for all Erroneous or Unauthorised transactions provided that You have notified Us without undue delay and in any event, no later than 30 days after the first such Transaction was executed.
5.1 We shall apply charges to various activities and transactions related to the EntroPay Services. These charges are set out in the Charges Sheet at the following url (or such other place as We may notify to You in writing from time to time):
All Charges and other fees are exclusive of any value added tax or other sales or similar tax which may be relevant.
5.2 We may at Our discretion vary these charges giving at least 60 days’ notice prior to any changes taking effect. Changes which are beneficial to You can be effected without notice.
5.3 If You use the EntroPay Services for a Transaction in a currency other than the currency in which the Prepaid Card is denominated, the amount debited will be the amount of the Transaction converted to Your Prepaid Card currency using a rate set by the relevant Card Scheme on the date the Transaction is processed which rate may be applied without notice. Please refer to the Card Schemes’ websites for more information. You may also be charged a foreign exchange fee (please refer to the Charges Sheet).
6.1 Your access to Your EntroPay Business Account and the EntroPay Services shall be through Our website or as otherwise notified by Us to You from time to time.
6.2 We may at Our option invite You to integrate Your business systems to Ours through Our Application Programming Interface in which case You will need to take the steps indicated in the current version of Our relevant operations guide
6.3 We shall commence the provision of the EntroPay Services following any “know your customer” and anti-money laundering checks We may want to make as well as any other due diligence We deem necessary and provided that We have received from You sufficient funds to enable Us to perform Loads.
7.1 You will be able to submit Load Instructions to Us through Your EntroPay Business Account which We shall action provided We and/or the Issuer hold sufficient funds (taking into account any existing or anticipated Settlement Liability, Charges and other relevant liabilities) to cover the Load Amount and any applicable Charges.
7.2 In relation to EntroPay PayOut You undertake not to instruct Us to perform a Load Transaction without the consent of the relevant proposed User.
7.2.1 Once We have fulfilled a Load Transaction to credit value to a Prepaid Card for the benefit of a User and that User has opened an EntroPay Business Account and accepted the Prepaid Card You acknowledge and accept that You no longer have any control over or interest in the funds represented by the Electronic Money credited to such Prepaid Card. You are not entitled to request the Redemption of that Electronic Money nor to reclaim the value represented in any manner whatsoever in the same way that You would not be able to reclaim a payment made through the banking system once it has been sent.
8.1 You may, at any time request the Redemption of funds held on Your behalf provided that such funds have not been committed to Transactions and/or are not required to cover Charges or other liabilities of Yours (whether actual or anticipated) under the terms of this Agreement.
8.2 We shall on receipt of a written request for Redemption of funds initiate their transfer to a bank account in Your name on a ‘beneficiary pays all charges’ basis.
8.3 Fees may be payable in relation to the Redemption of Electronic Money in accordance with the Charges Sheet.
You will not in connection with Your use of Your EntroPay Business Account, or the EntroPay Services, or in the course of Your relationship with Us:
(a) provide false, inaccurate or misleading Information;
(b) engage in any misleading or unethical business practices that may harm the reputation of EntroPay and the EntroPay and Ixaris brands;
(c) breach this Agreement or any of Our policies or other relevant procedures which are notified to You;
(d) breach any law, statute, contract, or Regulation;
(e) infringe Our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights;
(f) fail to provide Us with further information about You or Your business activities that we may reasonably request;
(g) send or receive what We reasonably believe to be potentially fraudulent or unauthorised funds;
(h) conduct Your business or use the EntroPay Services in a manner that results in or may result in complaints, disputes, Transaction reversals, fees, fines, penalties or other liability to Us or any third party;
(i) use Your EntroPay Business Account or the EntroPay Services in a manner that We, Issuers or Card Schemes reasonably believe to be an abuse of their payment systems or in breach of their relevant rules;
(j) allow any Prepaid Card to have a negative balance;
(k) undertake any activity that does or may expose Us to a credit or fraud risk;
(l) interfere or attempt to interfere, with our website or the EntroPay Services;
(m) copy or reproduce any content from Our website without Our (or any applicable third party’s) written consent;
(n) use the EntroPay Services for any purpose other than their intended purpose;
(o) reveal Your EntroPay Business Account security information to anyone or allow access to Your EntroPay Business Account and/or Prepaid Cards to anyone other than an authorised employee or agent of Your business; or
(p) do, or omit to do, or attempt to do or omit to do, anything which may interfere with the proper operation of the EntroPay Services or Ixaris System.
10.1 We may at any time amend this Agreement, including the Charges and other fees which apply to the EntroPay Services by giving notice of such change. Notice may be made by Us posting a revised version of this Agreement on Our website. Such change may be made unilaterally by Us and You will be deemed to have accepted the change after You have received notice of it if You continue to use the EntroPay Services.
10.2 We will give You 2 months’ notice of any change unless it relates to an enhancement of or additional functionality to the then current EntroPay Services or any other change which we believe in our reasonable opinion to neither reduce your rights nor increase Your obligations under this Agreement. In such cases, the change may be made without prior notice to You and shall be effective immediately.
10.3 If you do not accept any change, you must close your EntroPay Business Account following the account closure procedure set out on Our Website.
11.1 This Agreement will commence at the time We notify You that We have accepted Your application for registration as Our customer and, subject to the provisions herein on premature termination, will expire following 60 days’ notice of termination given by either party to the other in writing (“the Term”).
11.2 This Agreement may be terminated by either party upon written notice to the other party in case of material breach of this Agreement by such other party and the breach is not remedied within a reasonable period from written notice thereof, or immediately upon written notice in case a party should become bankrupt or insolvent, have a receiver, trustee, administrator or liquidator appointed, a petition for an administrative order is presented or other actions indicating an inability to fully trade or to compound with its creditors.
11.3 We are entitled to immediately terminate the Agreement upon written notice in the event of:
11.3.1 Your attempted assignment of this Agreement without Our prior written consent;
11.3.2 Your dissemination of misleading information regarding Us or misrepresentation of the EntroPay Services;
11.3.3 the acquisition by a third party, directly or indirectly, of control of the management, assets or equity of You where We have reasonable cause to believe that such acquisition may be prejudicial to Our interests, including but not limited to acquisition by any competitor of Ours;
11.3.4 the withdrawal or termination of any licence that is required by Us in order to provide the EntroPay Services;
11.3.5 any change in any legislation or Regulation anywhere in the world that would make it illegal for Us to provide the EntroPay Services;
11.3.6 any conduct or alleged conduct by You that in Our reasonable opinion puts or might reasonably put Our business at risk.
11.4 You agree to immediately notify Us of the occurrence of any event specified in section 11.3.
11.5 Upon termination of this Agreement regardless of why and how:
11.5.1 all of the rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination; and
11.5.2 the termination or expiration of this Agreement for any reason whatsoever shall be without prejudice to any right or obligation of any party hereto in respect of this Agreement that has arisen prior to or because such termination of expiration.
12.1 If You are using Our software such as an Application Programming Interface, then We grant You a limited nonexclusive license to use such software in accordance with the documentation notified to You from time to time, including all updates, upgrades, new versions and replacement software, as described herein for Your own use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all documentation, together with any instructions provided by Us from time to time.
12.2 We grant You a limited nonexclusive license to use the Trademarks in accordance with the documentation notified to You from time to time and this Agreement and for the purposes of this Agreement only. You shall display or print a clear statement on all Your marketing and product literature, web sites, documentation, or other associated material that refers to Us and/or the EntroPay Services that these are owned by Ixaris Systems Ltd trading as EntroPay, and that the EntroPay name or any other Trademarks, logos or artwork that are the property of EntroPay are owned by EntroPay.
12.3 On termination of this Agreement for whatever reason You will forthwith remove Trademarks, logos or other artwork that are the property of EntroPay from any of Your websites and other material and shall forthwith cease all use of the Trademarks.
13.1 In addition to any lien or right to which We may be entitled by law, You hereby irrevocably authorise Us from time to time without notice and both before and after demand to set-off by whatever means the whole or any part of Your liabilities to Us under this Agreement (whether such liabilities are present, future, actual or contingent or potential, liquidated or unliquidated and irrespective of the currency of its denomination and including without limitation any negative balance on any Prepaid Card) against any sums held by Us which are in Your name. Any credit balance with Us will not be repayable, or capable of being disposed of, charged or dealt with by You until Your liabilities to Us have been met. Our allowing You to Redeem any amount will not waive this restriction. We will notify You as soon as possible upon exercising our rights under this section.
13.2 Any exercise of Our rights under this section shall be without prejudice to any other rights or remedies available to Us under this Agreement or otherwise.
14.1 Notwithstanding anything else contained in this Agreement, We shall not be liable to You for any loss of profits, opportunity, business, reputation, goodwill or contracts or for any indirect or consequential loss or damage whether arising from negligence, breach of contract or any other cause of action arising out of the subject matter of this Agreement.
14.2 Our total liability in any period of 12 months for any damages and/or loss suffered by You under this Agreement shall not exceed a sum equal to the amount of Charges received by Us in relation to the provision of the EntroPay Services in the 12 months preceding the date on which the cause of action arose.
14.3 Nothing in this Agreement shall limit or exclude Our liability for death or personal injury arising from Our negligence.
You shall indemnify Us and keep Us fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which We may sustain or incur, or which maybe brought or established against it by any person and which in any case arise by reason of Your use of the EntroPay Services, unless caused solely through Our negligence or breach of contract.
16.1 We are the data controller for Your personal data and will process personal data given to Us in connection with Your Prepaid Cards and EntroPay Business Account in order to provide You with the EntroPay Services.
16.4 By agreeing to these terms and conditions, You acknowledge and agree to Our processing of Your personal data in this way.
16.5 We reserve the right to request additional information from You from time to time to enable Us to comply with Our anti-money laundering obligations or any other relevant Regulations. You agree to comply with any such request as we reasonably make in this regard.
Nothing in this Agreement is intended to or shall operate to create a partnership between You and Us, or authorise either You or Us to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
The performance by either party of its obligations under this Agreement shall be excused for a period that is reasonable under the circumstances if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such party’s reasonable control including but not limited to riot, war, fire, explosion, natural disasters, any form of labour dispute, currency exchange restrictions, actions or decrees of governmental bodies including, but not limited to, embargo or requisition or general shortage in transportation, materials, computer power, telecommunications or energy. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.
The failure by either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right.
20.1 Each party agrees to keep strictly confidential, and to bind their respective directors, officers and employees to like covenant, the terms of this Agreement and all matters relating to it. Each party undertakes not to disclose any of such terms or matters to any other person, except as may be necessary for the performance of their respective obligations under this Agreement or as required by applicable law.
20.2 You shall not assign this Agreement without Our prior written consent.
20.3 This Agreement shall be binding upon the parties and their successors and permitted assigns.
20.4 If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect then it will be severed from the rest of this Agreement so that it is ineffective to the extent that it is invalid, illegal or unenforceable and the remaining provisions or part of this Agreement shall remain in full force and effect.
20.5 This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. In particular, but without limitation to the generality of the foregoing, each party warrants and represents that in entering into this Agreement it has not relied upon any statement of fact or opinion made by the other party, its officers, servants or agents, which has not been included expressly in this Agreement.
20.6 Any person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.
21.1 We shall contact You regarding any matter relating to the EntroPay Services using the email, phone number and/or postal address You provide to Us. It is Your responsibility to ensure that You keep Us informed of Your up to date contact details.
21.2 You must contact Us using the email, phone number or postal address (as appropriate) indicated on Our website.
21.3 Notices sent by email to the addresses as notified by the receiving party shall be deemed to be received on the day sent provided that is a normal business day in the region of the recipient.
22.1 We take complaints very seriously and value the opportunity they provide to assist Us with reviewing the way We do business and helping us meet our customers’ expectations. Our primary aim is to provide customers with easy access to Our Customer Services who receive record, investigate and respond to complaints as quickly and effectively as possible.
22.2 If You are unhappy about any aspect of the EntroPay Services please contact Us as indicated in Our online complaints policy.
22.3 You may be entitled to refer a complaint or dispute with Us in relation to the Contract to the UK’s Financial Ombudsman Service. See Our complaints policy for details.
This Agreement is governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England.