MERCHANT USER TERMS AND CONDITIONS
Acknowledgement: has the meaning given in clause 2.3.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7 or should reasonably be construed as such by the other party in the usual course of business.
Customer: the Merchant's customer.
Documentation: the document(s) made available to the Merchant by Paytia online via the Website(s) or otherwise disclosed to the Merchant in writing and which set out a description of Pay729® and the user instructions for Pay729®.
DP Legislation: means any and all applicable data protection legislation in force from time to time including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction and the terms "data controller", "data processor", "data subject", "personal data", "processing" and "data protection principles" bear the respective meaning given to them in the DP Legislation.
Effective Date: the date on which this agreement comes into effect as notified by Paytia to the Merchant.
Functionality: the ability for the Customer to make secure payments to the Merchant and for the Merchant to receive secure payments from its Customer for the goods and/or services supplied.
Initial Term: one year.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Loss: means any actions, charges, claims, costs, damages, demands, expenses, fees, liabilities, losses, penalties and proceedings.
Mandatory Policies: the Merchant's business policies and codes made available via the Website(s), as amended in line with their terms from time to time.
Merchant: the merchant to which the Proposal is issued and which requires Pay729®.
Merchant Data: the data inputted by the Merchant, Customers, or Paytia acting on behalf the Merchant or a Customer for the purpose of using Pay729® or facilitating the Merchant's use of Pay729®.
Normal Business Hours: 09:00 to 17:00 local UK time, each Business Day.
Operating Partner : This service is run by WorldPay onlicense by Paytia Limited Operating Partner Address - WorldPay whoes address is , Eastleigh , Hampshire, SO50 9DQ, United Kingdom Operating Partner Contact Details - email@example.com
Package: means the Pay729® package selected by the Merchant from the options made available to it by Paytia via the Website.
Pay729®: the subscription service provided by Paytia to the Merchant under this agreement via the Website(s) and the Telephone Number, as more particularly described in the Documentation.
Paytia: Paytia Limited, a company incorporated and registered in England and Wales with company number 10258829 whose registered office is at 89 Leigh Road, Eastleigh, Hampshire, SO50 9DQ.
Proposal: shall mean any proposal issued to the Merchant by Paytia (whether via the Website or otherwise in writing) for the provision of Pay729® on the basis of these Terms.
Renewal Period: the period described in clause 12.1.
Setup Fee: the fee payable by the Merchant to Paytia for the initial setup of Pay729® as detailed in the Package or otherwise via the Website falling due on the Effective Date and each anniversary thereafter.
Software: the online software and telecommunications applications provided by Paytia as part of and which facilitate the use of Pay729®.
Submission: has the meaning given in clause 2.1.
Subscription Fees: the annual fee payable by the Merchant to Paytia for the use of Pay729® as detailed in the Package or otherwise via the Website falling due on the Effective Date and each anniversary thereafter.
Subscription Term: has the meaning given in clause 12.1 (being the Initial Term together with any subsequent Renewal Periods).
Support Services Policy: Paytia's policy for providing support in relation to Pay729® as made available via the Website from time to time.
Telephone Number: the new virtual telephone number, which the Merchant can forward to its Customer to make use of the Functionality.
Terms: means these terms and conditions, which together with the Proposal comprises the agreement between the parties.
Transaction Fee: the fee payable by the Merchant to Paytia for ongoing transactions and telephone calls as detailed in the Package or otherwise via the Website.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
in order to provide Pay729®, including but not limited to Merchant Data, security access information and configuration services;
Paytia shall have no liability to the Merchant under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Paytia or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Merchant is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of these Terms or any Proposal, the provisions in the Proposal shall, save in the case of manifest error, prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.