Online Store Terms & Condition

1. General Scope

These terms of service regarding the Online Store apply to the Online Store Services provided by TruePay or by any other by TruePay established branches to its Customers in their capacity as Merchants and in conjunction with the TruePay Online Store from time to time. These Online Store Services are a software as a service and platform services enabling the Customer in their capacity as Merchant to sell their goods and/ or services to their own customers through the Online Store. Payment Services are not provided through these Online Store Services. TruePay offers its Online Store Services only to Merchants having a Payment Account. The Payment Accounts are an essential requirement to utilize the Online Store Services as the Payment Accounts serve also as a settlement account for the acquiring services that are provided by TruePay or a third-party service provider to their Customers in their capacity as Merchants. The Merchant and their representative accepts these Online Store Terms when registering as a Merchant, utilizing the Online Store or the payment service in form of Acquiring, as applicable. The Merchant’s acceptance of these Online Store Terms constitutes an agreement between both parties relating to the subject matter set out herein. To the extent permitted by law, the acceptance of these Online Store Terms constitutes the acceptance of any supplemental terms and conditions relating to applicable Acquiring, contracting value-added services and other services for which the Merchant may be requested to accept supplemental terms and conditions. These Online Store Terms are further conditions that are applicable to the Terms of Service insofar as they do not contradict the provisions of these Terms of Service. Whereas the Terms of Card Payment Acceptance are applicable to the Online Store Terms governing the payment services of Acquiring and the Acceptable Use Policy the eligibility as a Customer as well as a Merchant.

2. Definitions

Acquiring: Acceptance of and settlement of payment transactions collected in conjunction with payment transactions that are effected by the Merchant’s own customers during a purchase via the respective Merchant’s Online Store Account. Customer: Is the natural or legal person with a bona fide business purpose in whose name the Payment Account is opened. TruePay: TruePay Ltd., including any branch being established, also referred to in these Online Store Terms as “we”, “us” and “our”. Online Store: is a white-label solution provided by TruePay to its Customers, in their capacity as Merchants, utilizing the Online Store Services through https://shop.truepay.co/[name of Merchantmerchant name]. Payment Account: Is a business account created for a Customer in the TruePay Service for executing Payment Transactions regarding placing, transferring or withdrawing funds. Merchant: are Customers with a Payment Account who additionally uses the Online Store Services through the Online Store in order to sell their goods and/ or services to their own customers and that furthermore, obtains acquiring services either directly or indirectly from TruePay or an acquiring partner of TruePay to settle the effected card payments of their own customers. User: Is the natural person using the TruePay Services and authorized by the Customer to use the Customer's Payment Account on behalf of the Customer. Online Store Account: Is a business account that is created for a Merchant for executing their retail business and that is linked directly to the Merchant’s Payment Account and as settlement account of receiving the acquired amounts from their own customer in turn. Online Store Services: are software as a service and platform services enabling the Customers in their capacity as Merchant to sell their goods and/ or services to their own customers through the Online Store. Online Store Terms: means these terms of service by TruePay Ltd, published on the date referred to on the covering sheet above and amended from time to time.

3. Activating your Online Store Account and its general Terms

3.1 To utilize the Online Store Services the Merchant must have an active Online Store Account and in turn also an active Payment Account as such. Therefore, the Merchant must also comply with all the provisions as set forth in the Terms of Service in conjunction with the Payment Account. 3.2 By activating the Online Store Account, the Merchant hereby understands and confirms that he/ she/ it is solely responsible for every content and activities related to their Online Store Account as well as goods being distributed via the Online Store Account. 3.3 Furthermore, the Online Store is not a marketplace, due to the fact that any agreement is concluded directly between the respective Merchant and their own customers, via the respective Online Store Account, themselves. 3.4 If the Merchant is a legal person, it shall authorize one or more natural persons to use the Merchant's Online Store Account on behalf of the Merchant. Such authorization shall include, without limitation all activities being related to the Online Store Account, and contracting value-added services made available by TruePay or third party service providers, on behalf of the Merchant, also in their capacity as Merchant. The Merchant is liable for any use of the Online Store Account, including the authorized persons’ use. 3.5 It is the Merchant’s responsibility to determine what, if any, taxes apply in connection with the Merchant's use of the Online Store Account. It is solely the Merchant's responsibility to assess, collect, report, or remit the correct tax to the proper tax authority, including, without limitation, to collect and remit any applicable value added taxes in the relevant jurisdiction. TruePay will not determine whether a Merchant's Online Store Account or a Merchant's use of a Online Store Account is applicable to taxation, nor will TruePay, calculate, collect, report, or remit any taxes to any tax authority in respect of a Merchant’s Online Store Account or a Merchant's use of the Online Store Account, value-added services or any underlying transactions. If TruePay is obligated to pay any tax in any jurisdiction in respect of a Merchant's Online Store Account or a Merchant's use of the Online Store Account, the Merchant is liable to compensate TruePay with the same amount as TruePay has been obligated to pay.

4. Your Obligations as a Online Store-User

4.1 The User may use the Online Store Account with the credentials provided by TruePay. All actions executed in conjunction with the respective Online Store Account with the respective User’s credentials are binding on the respective Merchant. 4.2 The User shall keep the credentials secret and shall not disclose them to unauthorized third parties. 4.3 The Merchants represent and warrants that all agreements that are executed with their own customers, are valid and the products and/or services are marketed and delivered to the Merchant’s customers in accordance with the applicable law and the respective agreements. The Merchants shall be responsible for the contractual relation with their customers as specified by the applicable law and the respective agreements. 4.4 Furthermore, the Merchants shall indicate in conjunction with their Online Store Account the price and shipping costs regarding goods or services being sold and provide all other information required by applicable laws. This also entails the issuing of valid invoices to their own customers, according to applicable law. 4.5 TruePay shall have the right, without prior notice, to lock an User's credentials and prevent the Merchant’s 's access to its Online Store Account if there is a reason to suspect unauthorized use. TruePay shall not be liable for any damages which are caused to the Merchant or a third party due to the fact that the credentials are locked in accordance with the above. 4.6 The Merchant is obliged to follow the guidelines published by TruePay from time to time relating to security protection of Online Store Accounts. 4.7 The Merchant is responsible for ensuring that only such Users of Online Store Service whom the Merchant has authorized and who have been registered as Users are able to use the Online Store Account Account and have access to the credentials. 4.8 The Merchant is liable for the damage caused, if the Merchant has acted fraudulently, intentionally against these Online Store Terms or the security guidelines issued by TruePay, or grossly negligently.

5. Our Rights

5.1 TruePay is entitled, without the acknowledgement of any obligation, to remove content in the respective Online Store Accounts and suspend or terminate these Online Store Accounts as set forth in Section 10 of these Online Store Terms. This, particularly if goods or services offered via the respective Online Store Account, or content uploaded via the Online Store Account violate the Acceptable Use Policy or any applicable law. 5.2 TruePay does not perform any screening of the content being uploaded in the respective Online Store Account and it is in our sole discretion to refuse or remove any content from the respective Online Store Account including the Online Store Account as such. 5.3 TruePay reserves the right to provide its services to the respective Merchant’s competitors and make no promise of exclusivity in any particular market segment.

6. Intellectual Property and Customer Content

6.1 TruePay does not have any intellectual property rights regarding the content that is uploaded/ provided by the respective Merchant in its Online Store Account, as the entire content and materials belong to the sole property of the respective Merchant. 6.2 The Merchant consents to the following when making its content public through its respective Online Store Account: 6.2.1 Third-parties may view the content attached to the respective Online Store Account; 6.2.2 TruePay may store, and in the case of content that the Merchant has posted publicly, display and uitilize this content; and 6.2.3 TruePay can, at any time, review and delete all the content submitted to its Online Store Services, without acknowledging any obligation to do so. 6.3 The Merchant remains the sole owner of all uploaded materials in the respective Online Store Account. However, each respective Merchants agrees that third parties may view all content that has been posted publicly to the respective Online Store Account. The Merchant is solely responsible for compliance of the uploaded content with any applicable laws or regulations. 6.4 The Merchants grants TruePay a non-exclusive right and license to use the names, trademarks, service marks and logos in conjunction with the Merchant’s respective Online Store Account for purposes of promotion.

7. Acceptable Use Policy

The Acceptable Use Policy sets out the specific terms and restrictions relating to the use of inter alia of the Online Store Services or value -added services. The general Acceptable Use Policy which applies to all TruePay Services at any given time is available at our Website. The general Acceptable Use Policy is subject to change as described in the policy.

8. Data protection

TruePay collects and processes personal data for the purposes ofh the Online Store Services in the capacity of a controller. The Privacy Policy available at our Website. In addition, TruePay processes personal data on behalf of Merchant in the capacity of a processor. Such processing is covered by TruePay Data Processing Agreement, available at our Website. TruePay processes the data in accordance with these Terms, applicable service descriptions and the Data Processing Agreement.

9. General limitations of liability

9.1 IN NO CIRCUMSTANCE SHALL TRUEPAY BE LIABLE FOR DEFECTS OR DELAYS IN PRODUCTS OR SERVICES OF THE SPONSORED MERCHANT OR THIRD PARTIES THAT ARE THE SUBJECT MATTER OF THE RELEVANT TRANSACTION CONDUCTED VIA THE WEB SHOP. 9.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRUEPAY IS LIABLE ONLY FOR DIRECT DAMAGES CAUSED BY ITS BREACH OF THESE TERMS OF SERVICE OR THE APPLICABLE LAW. TRUEPAY IS NOT LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT) UNLESS CAUSED BY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY TRUEPAY. 9.3 The Merchant is entitled to compensation from TruePay only if the Merchant informs about the breach that entitles it to damages within a reasonable time after the Merchant has noticed the error or the Merchant should have noticed it. In no event shall TruePay’s total aggregate liability towards the respective Merchant exceed the total fees payable by the respective Merchant to TruePay for the preceding twelve (12) month period. 9.4 The Merchant indemnifies and holds TruePay and any other affiliated company of TruePay harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Online Store Terms, or the violation of any law or the rights of a third party. 9.5 TruePay is not liable for any damages caused by events of force majeure. 9.6 The Merchant is independently responsible for abiding with the relevant laws and regulations relating to its own business and operations. TruePay is not engaged in rendering legal, accounting, tax, or other professional advice and services. In no event will TruePay be liable to the Merchant or anyone else for any decision made or action taken in reliance on the information from the value-added services. 9.7 It is the Merchant’s responsibility to determine what, if any, taxes apply in connection with the Merchant´s use of the Online Store Services or any value-added services. It is solely the Merchant's responsibility to assess, collect, report, or remit the correct tax to the proper tax authority, including, without limitation, to collect and remit any applicable value added taxes in the relevant jurisdiction. TruePay is not obligated to, nor will TruePay determine which taxes apply, calculate, collect, report, or remit any taxes to any tax authority in respect of Merchant’s use of the Online Store Services or any other value-added services or any underlying transactions. 9.8 TRUEPAY DOES NOT WARRANT, AND HEREBY EXCLUDES ANY WARRANTIES WHETHER EXPRESS OR IMPLIED, THAT THE WEB SHOP SERVICES OR ANY OTHER VALUE-ADDED SERVICES MADE AVAILABLE TO SPONSORED MERCHANTS WOULD BE ERROR FREE, WOULD BE AVAILABLE AT ANY GIVEN TIME, OR WOULD FIT FOR THE INTENDED PURPOSE OF THE SPONSORED MERCHANT. TRUEPAY’S SOLE OBLIGATION, AND SPONSORED MERCHANT’S SOLE REMEDY, IN THE EVENT OF AN ERROR OR UNAVAILABILITY OF THE WEB SHOP SERVICES OR A VALUE-ADDED SERVICE IS TO MAKE ITS REASONABLE EFFORTS TO RECTIFY THE ERROR OR UNAVAILABILITY OR, AS APPLICABLE, PURSUE THE CONTRACTUAL RIGHTS AVAILABLE FOR TRUEPAY AGAINST THE THIRD PARTY SERVICE PROVIDER IN ORDER TO RECTIFY THE ERROR OR UNAVAILABILITY.

10. Suspension and Termination

10.1 TruePay has the right to suspend the Online Store Services or provision of individual products on the Online Store at any time with immediate effect (and until the cause has been remedied or the agreement terminated) without any prior notice to the Merchant if: a) any of the information that the Merchant has provided during application or account opening process was incorrect; or b) if, in TruePay’s discretion, it is necessary for security reasons; or c) there is a suspicion or to prevent suspected unauthorised or fraudulent use of the Online Store Account or any security credentials related to any services being provided by TruePay; or d) if required by any legal obligations or requirement; or e) if there is reason to believe that the Merchant is in material breach of these Online Store Terms, any supplementary terms, Acceptable Use Policy or any applicable law; or f) there is reason to believe that the Merchant has used, or intends to use the Online Store Services in a grossly negligent manner or for fraudulent or other unlawful purposes. 10.2 The Merchant has the right to terminate the Online Store Services and these Online Store Terms for convenience with immediate effect at any time until the end of as of a respective month, by a written notice to TruePay. Notwithstanding the termination, the Merchant will remain responsible for any transactions that have been made from the Online Store Account before TruePay received the termination notice. 10.3 TruePay has the right to terminate the Online Store Services and these Online Store Terms for convenience and without giving any reason at any time by giving two (2) months' written notice to the Merchant. 10.4 Unless prohibited under applicable mandatory law, TruePay has the right to terminate the Online Store Services and these Online Store Terms with immediate effect and without court intervention in the event that; a) the Merchant is in material breach of these Online Store Terms, any supplementary terms, Acceptable Use Policy or any applicable law; b) the Merchant has a receiver, examiner, liquidator, assignee, trustee or other similar officer appointed in respect of it or is declared bankrupt, under reorganization, a scheme or suspension of payment, or commissions any other act of insolvency or any event analogous to the aforesaid occurs in any jurisdiction which the Merchant is incorporated or established or resident, unless the bankruptcy estate upon TruePay’s request confirms that it will commit to these Online Store Terms and all other supplementary terms; c) the Merchant fails to pay any service fees for more than 60 days or is otherwise in breach of the applicable law, these Online Store Terms, supplemental terms and conditions, or any applicable policies specified herein; d) the Customer has used, or intends to use the Online Store Account in a grossly negligent manner or for fraudulent or other unlawful purposes. 10.5 In the event of suspension or termination TruePay will inform the Merchant in advance otherwise immediately afterwards (to the extent that TruePay is permitted by law). 10.6 Furthermore, and upon termination by either Party and for any reason the Merchant will no longer be able to access their Online Store Account. Furthermore, the website leading to the respective Online Store of the Merchant will be taken offline. 10.7 The notice of suspension and termination shall be made electronically in accordance with Section 15 below. 10.8 The Merchant must pay the regularly charged service costs only to the extent that they relate to the period before the termination of these Online Store Terms. If the Merchant has prepaid such costs, TruePay shall refund such costs to the extent that they relate to the period after the termination of these Online Store Terms. 10.9 The termination does not alter the Merchant’s 's liability for transactions or obligations that shall survive any termination of these Online Store Terms (particularly reg.: ).

11. Fees

11.1 The Merchant shall pay the fees and charges for the use of the Online Store Services according to the Pricing Terms. 11.2 The Pricing Terms in force at any given time is available on our Website. 11.3 TruePay may amend the service price list at any time pursuant to Section 12 below. The amendment shall be notified to the Merchant electronically. The amendment enters into force on the date set out in the notice.

12. Amendments

12.1 TruePay may amend these Online Store Terms, any supplemental terms, Acceptable Use Policy or the service price list at any time when deemed necessary. The amendments shall be notified to the Merchant electronically in accordance with Section 15 below. The amendments enter into force on the date set out in the notice, however, at the earliest two (2) months from the date of the notification. The changes shall, however, enter into force 15 days from the date of notice if the changes are made due to technical and commercial reasons in conjunction with the Online Store Services. 12.2 The Merchant shall be regarded as having accepted the amendments if the Merchant does not object to them before the effective date. If the Customer objects to the amendments, the Customer and TruePay both have the right to terminate the TruePay Services and these Terms of Service with immediate effect and with no costs and fees. 12.3 Where an amendment to the Terms of Service or any supplemental terms is required by law the amendment may be made without prior notice to the Customer and shall be effective immediately. 12.4 If any provision or provisions of these Terms of Service shall be held to be invalid, illegal, or unenforceable TruePay will not rely on that part and make adequate changes as soon as reasonably practical to fully comply. The corresponding term(s) will be amended accordingly.

13. No Store and Product Ranking

In the Online Store Services there is no ranking of the respective Online Store Accounts and the hereto related products that are sold through the respective Online Store Account of a Merchant.

14. Complaints

If the Merchant is not happy with the Online Store Services, the Merchant is always welcomed to notify TruePay of the problem. If the Merchant wishes to make a complaint, the Merchant can send a message through the (....), and write a description. TruePay is committed to resolve Merchant’s complaints within 15 business days. In exceptional circumstances TruePay may extend this period to 35 days.

15. Communication and language

15.1 The communication channels accepted by TruePay are defined in the TruePay customer support portal. TruePay may, however, also contact the Merchant by letter, telephone or other means. The Merchant shall provide TruePay with at least one valid email address and a mobile number for this purpose. It is important that the Merchant keeps the Merchant's email address and mobile phone number updated. 15.2 We may need to contact you urgently if we suspect or find fraudulent activity has occurred on your Online Store Account (provided we are not prohibited from doing so by law) or if we suffer a security threat. To do so, we may (for example) call or email you, if we think this is the quickest way to contact you. We will use the same contact details which you have already provided us with when contacting you. 15.3 TruePay and the Merchant agree that the governing language of these Online Store Terms is English. Furthermore, they agree to use the English language for the purpose of Section 15 or when communicating with each other. TruePay will take reasonable efforts to serve the Merchant also in other European languages. Should there be any discrepancy between different language versions, the English version shall prevail. In any event, the Merchant may always use the English language when using the service or contacting TruePay.

16. Governing law and venue

16.1 These Online Store Terms are governed by the laws of England & Wales (excluding its choice of law provisions). 16.2 Any dispute arising out of these Online Store Terms shall be finally resolved in the District Court of London or the district court of the place where the defendant has its domicile