Terms and Conditions

Terms and Conditions

This Service Agreement for GSPAY Processing Solutions is made by and between GSPAY LIMITED ("GSPAY") and you (the "Client").

In consideration of the mutual covenants herein contained and intending to be legally bound by the provisions of this Agreement, the parties agree as follows:

1. Description of Services

GSPAY and related services (the "Service") act as an intermediary between Client's Internet web site and the banking network, the Client's payment page is located on GSPAY secure servers. As part of the Service GSPAY also provides the Client with access to a management interface which allows the Client to track sales and make certain administrative changes to its account(s) on-line.

2. Definitions

The following terms are defined for use in this Agreement:
" Agreement " means this GSPAY Processing Solutions Agreement and all exhibits and attachments hereto.
" Authorized Agent " means an individual authorized by Client to act as the legal representative of the Client for all matters pertaining to this Agreement.
" Bank " means a member bank of Visa and MasterCard, or any other credit card company with which the Client has entered a separate agreement to receive an Internet merchant account.
" Client " means the entity that accepts these terms and conditions.
" Customer " means any person desiring to purchasing goods or services from the Client.
" Fraud Scrub " is an additional service made available by GSPAY whereby Client's transactions are evaluated prior to an authorization to determine if the transaction is potentially fraudulent or at risk for non-payment.
" GSPAY " means GSPAY Limited.
" Merchant Agreement " means the agreement executed between Bank and Client.
" Processing Solutions " means GSPAY integrated payment processing service and all other related services.

3. Service Fees

GSPAY's pricing model is unique and rates are determined by individual negotiation based on business profile (e.g. business type, processing volume and demographics). The tables below are an example for some of our rates:

Transaction Fees. GSPAY will charge a per transaction fee at a rate of USD $0,50-$1,00 depending on bank acquirer for credit card transaction services. Refund Fees. GSPAY will charge a per refund fee at a rate of USD $0,50-$1,00 depending on bank acquirer. Chargeback Fee. A fee of USD $30.00 will be charged to the Client for every transaction which we process on the Clients behalf which is "charged-back" by the Customer.
Wire transfer Fee. GSPAY will charge a fee of USD$35.00 per wire transfer to a Merchants/Affiliates.
Fethard transfer Fee. GSPAY will charge a fee of 2% per Fethard transfer. Webmoney transfer Fee. GSPAY will charge a fee of 3% per Webmoney transfer.

4. Holdbacks

Holdbacks are 10% of monies earned by Client which are held back for a period of six months. After six months the monies will be paid to Client. Holdbacks are required to protect against fraud and charge-backs.

5. Payment

We will issue payment to you based on your Payout information that you provide in our Merchant Control Panel. We reserve the right to charge any fees deductions against the holdback. We have two weeks delay before first payment for new GSPAY merchants since first successful transaction made. GSPAY make following payouts weekly. We will use our best efforts to direct customer inquiries and complaints to the customer support offered by you. In order to resolve complaints and disputes, we may issue refunds and credit backs without your knowledge or approval in any situation we think is appropriate. We may also include the customer in our database of blocked accounts if there is an indication of fraud or inappropriate use of the customer's information either by the customer or anyone else.

6. Client's Obligation

Client agrees that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations including any applicable card association or Automated Clearing House rules. Client is fully responsible for the content and promotion of its Web site. Client further agrees that it will not use GSPAY Processing Solutions for sale, promotion, or engagement in illegal activities including, but not limited to, spam, telemarketing, pyramid schemes, check-cashing services, collection agencies, child pornography, bestiality, gambling, and lotteries. Client agrees that it will not use the service to sell airline tickets or any other travel-related goods or services. Client represents and warrants to GSPAY that it is the owner and/or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising or promotion. Client is solely responsible for maintaining the confidentiality of its password(s) and account(s). Client is responsible for any and all activities that occur under Client's account(s).

7. Spam

"Spam" generally involves the sending of unsolicited commercial e-mail and includes, but is not limited to, telemarketing. The use of Spam to promote a site receiving service hereunder is prohibited. Upon receipt of a verifiable complaint that Spam has been generated on behalf of a site receiving Service hereunder, GSPAY reserves the right to suspend the Client's account.

8. Client Information

Client is responsible for providing information which is timely, complete, truthful, and not misleading. Client must provide a valid, working e-mail address on enrollment. Client will notify GSPAY of any changes of ownership, regulatory actions or financial conditions that could materially affect GSPAY' rights under this Agreement.

9. Authority

Each party represents and warrants that it has the legal capacity and authority to enter into and perform its obligations under this Agreement and that those obligations shall be binding without the approval of any other person or entity. Each person signing this Agreement on behalf of a party represents and warrants that they have the legal capacity and authority to sign this Agreement on behalf of that party.

10. Fraud Scrub Service

The Fraud Scrub service is provided as a mandatory service. Acceptance or denial of transactions remains solely the discretion of GSPAY. GSPAY will not be responsible for any failed transactions or any losses from any transactions that result from this service.

11. Confidentiality

GSPAY Credit Card Processing Services and all information and documentation relating thereto, including the terms and conditions and prices of fees associated with this Agreement, shall be held in confidence by Client and may not be used by Client (other than for the furtherance of the purposes of the Agreement) nor disclosed to third parties without GSPAY prior written consent. Notwithstanding anything in this Agreement to the contrary, either party may disclose to third parties the fact that Client is using GSPAY' services. Client recognizes that the services and documentation thereof contain the valuable, confidential and trade secret information of GSPAY.

12. Software

In consideration for payment of any applicable fees, Client is granted a personal, non-exclusive, non-transferable license to use software and related documentation provided by GSPAY to Client in connection with the Service (the "Software"), in object code form only, solely in connection with the Service (the "License"). Client shall not: (i) attempt to reverse engineer, decompile, disassemble or otherwise translate or modify the Software in any manner; or (ii) sell, assign, license, sublicense or otherwise transfer, transmit or convey Software, or any copies or modifications thereof, or any interest therein, to any third party. All rights in the Software, including without limitation any patents, copyrights and any other intellectual property rights therein, shall remain the exclusive property of GSPAY and/or its licensors. Client agrees that the Software is the proprietary and confidential information of GSPAY and/or its licensors subject to the provisions of Section 11 ("Confidentiality") above. The License shall immediately terminate upon the earlier of: (i) termination or expiration of this Agreement; (ii) termination of the Service(s) with which the Software is intended for use; or (iii) failure of Client to comply with any provisions of this Section.

13. Taxes

The Client is fully responsible for and agrees to pay all taxes and other charges imposed by any government authority on the services provided under this Agreement and on any transactions processed pursuant to this Agreement.

14. Limitations of Liability

GSPAY ASSUMES NO LIABILITY FOR DISRUPTIONS OF THE GSPAY SERVICE, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT, PHONE SERVICE OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. GSPAY SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING ANY LOSS OF PROFIT, REVENUE, SOFTWARE OR DATA, EVEN IF GSPAY IS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ANY OTHER CASE(S), CLIENT AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER DAMAGES FROM GSPAY WHICH EXCEED THE SUM OF THE SERVICE FEES PAID TO GSPAY UNDER THIS AGREEMENT FOR THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

15. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, GSPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY GSPAY SERVICES, RELATED PRODUCTS, SOFTWARE OR DOCUMENTATION. GSPAY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16. Indemnification

Client agrees to indemnify and hold harmless GSPAY, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees and allocable costs of in-house counsel), or other liabilities resulting from or in connection with this Agreement. GSPAY assumes no liability of Client for failure to comply with this Agreement and any results caused by the acts, omissions or negligence of Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with Client's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

17. Term and Termination

The initial term of this Service Agreement shall be for 12 months beginning upon execution of this document by Client. The term shall automatically renew at the end of the initial term and each consecutive 12 month period thereafter unless GSPAY receives written notice of non-renewal from Client no less than 30 days prior to the expiration of any such 12 month period. GSPAY reserves the right to terminate this Agreement without cause upon 30 days prior notification to Client. GSPAY may further terminate this Agreement immediately without notice and without payment at any time if Client breaches any part of this Agreement, if Client is believed to be engaged in fraudulent activity, or if Client account has incurred an excessive number of charge-backs in GSPAY' opinion. Upon cancellation or notice of non-renewal by Client, payment to GSPAY shall be made in accordance with the section entitled Payment, above.

18. Default

In the event Client defaults in any provision or fails to perform pursuant to this Agreement, GSPAY shall be entitled to damages, costs and attorney's fees from Client.

19. Invalid or Non-enforceable Provisions

The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

20. Governing Law

This agreement is governed by the laws of the United Kingdom. Client acknowledges and agrees that UK courts have jurisdiction over this agreement and GSPAY, that London is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in London.

21. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement, except that the section entitled "Payment" shall be used to construe the manner in which GSPAY is to receive its fees.

22. Amendments and Modifications

GSPAY may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on GSPAY, and to make other changes deemed necessary by GSPAY, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Client a specimen of the changed Agreement, or making a specimen of the changed agreement available upon a web page located on the World Wide Web. Unless Client rejects the changed Agreement and terminates this Agreement by notice to GSPAY in writing within fifteen (15) days after GSPAY sends the changed Agreement, or makes said changed agreement available on the World Wide Web, the changed Agreement shall replace this Agreement and be in full force and effect.

23. Survival of Claims

Any claim against GSPAY must be made within thirty (30) days of the event of the claim.

24. Entire Agreement

By accepting this Agreement, the Client or Client's authorized representative acknowledges that Client has read, understood, and accepted this Processing Agreement, that this Processing Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Client assumes all obligations under this Processing Agreement pertaining to the web sites described in this Processing Agreement and its schedules.

25. Notices

Any and all notices to GSPAY, or other communications under or with respect to this Agreement to GSPAY, shall be in writing, and shall be delivered by hand; mailed postage pre-paid, either by registered or certified mail, return receipt requested; or by overnight courier to the following address: GSPAY LIMITED Street address: Tooley 88a City: London Zip: EC1Y 1BL Country: United Kingdom

Or via e-mail to: legal AT gspay dot com

26. Transfer and Assignment

Client may not sell, assign or transfer any of its rights or obligations under this Agreement without the prior written consent of GSPAY.

27. Survival of Obligations

The rights and obligations of the parties hereunder which by their nature would continue beyond the termination or cancellation of this Agreement (including, without limitation, those relating to confidentiality, payment of charges and limitations of liability) shall survive any termination or cancellation of this Agreement.

28. Acceptance

By clicking "I Agree", "I Accept"; or by using or attempting to use the Service; or by signing a GSPAY signature page which states that you understand and agree to these terms and conditions, Client agrees that Client has read, understands, and agrees to abide by this Agreement, and any documents incorporated by reference, and Client agrees that Client intends to form a legally binding contract; and that this Agreement constitutes "a writing signed by Client" under any applicable law or regulation. Any rights not expressly granted herein are reserved by GSPAY LIMITED.