Legal / Privacy

PremierPay Terms of Service

 

Preamble

These terms and conditions constitute a legal agreement (“Agreement”) between the sole proprietor, business entity or business organization listed as the “Organization” on the registration page (referred to as “organization”, “you” and “your”) and PremierPay Inc. (referred to as “PremierPay”, “we”, “our” or “us”), collectively referred to as Parties.

These Terms of Service consist of 5 sections numbered A through E. The main topics of each section are listed below: 

A. Scope of the contract and overview of definitions used throughout the contract;

B. Description of our role versus your role, the working of the Payment Module and your and our obligations when using our Payment Module;

C. Before being able to use our Services, you have to register with PremierPay. You will have to keep your data accurate and up-to-date and we will verify and protect your data carefully;

D. The mechanisms we have in place to protect the funds that we receive from your Customers on behalf of you. We will pay them out to you (minus our fees) frequently and have the right to hold a certain amount of those funds for an additional period;

E. General terms on the termination, privacy.

 

SECTION A: GENERAL PROVISIONS

Article A.1 | General Provisions

These Terms and Conditions apply to all (legal) acts between PremierPay and you and will remain applicable after termination of the Services, irrespective of whether you have communicated such termination explicitly to us. The applicability of any other Terms and Conditions is explicitly dismissed, unless agreed otherwise in writing between Parties. Deviations from these Terms of Service are only valid if agreed upon explicitly in writing between Parties.

 

Article A.2 | Definitions

In this document the following definitions shall have the following meaning: 

Account The account held at PremierPay by the Organization on which the Organization or PremierPay among other things) activates Payment Methods, registers Transactions and keeps a record of available Funds;

Agreement This agreement and addenda;

Chargeback A demand by a Financial Institution for an Organization to make good the loss on a fraudulent or disputed transaction;

Customer An individual who wishes to pay for products and/or services offered by you making use of the Payment Module;

Dashboard A web page offered by PremierPay to you which, through access with a personal code, provides information about you and Transactions initiated by your Customers including but not limited to Payment Data, current balances, website profiles, your name, address and company registration and the Services you have enabled;

Error(s) A non-notified interruption or unintentional change pursuant to which the Payment Module can not be used by the Organization in such manner as intended in this Agreement;

Financial Institution(s) One or more banks and/or credit institutions to which the Payment Module is connected and who process Transactions initiated by you or your Customers using the Payment Module;

Funds The money received by the PremierPay in name of the Organization, minus the fees charged by PremierPay and possibly other expenses charged, or reservations made, by PremierPay to cover the risk of possible chargebacks;

Intermediary Each and every (eventual) entity between PremierPay and the Financial Institutions;

Marks Logos, service marks, trademarks, trade names, taglines or any other proprietary designations;

Organization The sole proprietor or business entity or business organization operating a business selling goods and/or services for which it intends to use the Payment Services;

PremierPay PremierPay Inc., a company with limited liability, having its offices in Toronto, Canada. PremierPay is a licensed Payment Institution;

Parties Both Organization and PremierPay;

Party Either Organization or PremierPay;

Payment Data Any personal, financial, card, or transaction information related to Transactions processed using the Payment Module;

Payment Method The way that a Customer chooses to compensate the Organization for goods or services that is also accepted by the Organization and can be processed using the Payment Module;

Payment Module Software developed by PremierPay, by which:

• Transactions can be offered for processing to Financial Institutions, with or without the intervention of an Intermediary;
• Status information on the processing of Transactions and payment to the Organization or Customer can be reviewed or requested via e-mail;
• You have access to a Dashboard by using a personal code to request information with regard to Transactions initiated by your Customers;

PDPA Applicable Personal Data Protection Act laws;

Personal Data As defined in the PDPA;

Reversal The effective nullification of a Transaction initiated by Customer via a Financial Institution or a Financial Institution itself;

Security Controls All procedures and controls intended to reduce the risk of fraud to the Organization in the use of the Payment Module. Such Security Controls can either be implemented by PremierPay or by the Organization through policies, processes and/or systems;

Services The services provided by PremierPay, which relate to the processing of Transactions by Customers on the website of the Organization by means of the Payment Module;

Solution Providing a remedy or workaround for an Error after such Error has been registered and acknowledged by PremierPay, in such manner that the Payment Module offers the Organization the agreed upon functionality;

Transaction(s) Payment instructions provided by a Customer using a specific Payment method through a Website, which instructions are subsequently offered to a Financial Institution for the processing thereof;

Services The Payment Services;

Updates Software through which bugs in the Payment Module can be fixed;

Upgrades Software which forms an addition to the functionality and/or the security of the Payment Module;

Website One or more websites exploited by the Organization. 

 

SECTION B: PREMIERPAY’S SERVICES 

Article B.1 | PremierPay’s Role

PremierPay provides services to the Organizations helping them to accept payments from their customers in exchange for Organization’s products and services. PremierPay does not assume any liability for the products or services purchased using the Payment Service. You will be required to register with PremierPay for an account in order to use our Services (see Section C: Registering for PremierPay). A PremierPay account allows you to use PremierPay’s Payment Service and Dashboard. In providing the Payment Service, we will be acting as a technical service provider to the Financial Institution, which will be providing payment services under this Agreement.

PremierPay Connect enables you to work with various platform providers to allow them to manage your account, provide ancillary services, or perform analytics using data from your PremierPay account. For the use of PremierPay Connect, separate Terms of Service are available.

 

Article B.2 | Payment Module

PremierPay shall use it best efforts to ensure the Payment Module is available to you for use. PremierPay does not warrant the full and permanent availability and accessibility of the Payment Module. PremierPay is entitled to temporarily disable the Payment Module in order to perform maintenance. When possible, PremierPay will do this outside of business hours. PremierPay is entitled to amend the Payment Module and we shall in no event be obliged to maintain, amend and/or add certain functionalities or capacities for or on behalf of the Organization. 

You represent and warrant that all your activities – both online and offline – comply with all applicable laws and this Agreement. You ensure the correct use of the Payment Module and the manner in which the Payment Module is applied. You will provide instructions to your Customer on the correct and safe use of the Payment Module.

You represent and warrant you do not perform or omit any act – and shall put all efforts to ensure none of your Customer shall perform or omit any act – of which you are aware of or should be aware of that such performance or omission is illegal, tortious or causes damages to other parties. 

We reserve the right to immediately suspend our obligations towards you, prevent your access to the Payment Module or to immediately terminate the Agreement in the event (we suspect) you are acting in breach of this agreement, without prejudice to PremierPay’s rights to demand compensation of any damages suffered as a consequence thereof. Whether your use of the Payment Module is considered illegal, tortious or to cause damages to other parties is solely at the discretion of PremierPay.

Mentioned behaviour includes at least, but is not limited, to:

(i) the purchase and/or sale of products and/or services which products and/or services may not be sold pursuant to any applicable law in the country of origin and/or the country of destination;

(ii) suggesting the sale of products and/or services to Customer, without having the intention or ability to actually deliver such products or provide such services to the Customer within a reasonable term;

(iii) the use of Personal Data in breach of the PDPA and/or the failure to inform the Customer in such manner as referred to in the PDPA;

(iv) Hacking, phishing and/or the entering into any system or infrastructure of PremierPay, a Financial Institution, Intermediary and/or supplier without permission to do so;

(v) Collecting funds from Customers using a direct debit product without having an agreement with those Customers in place to do so;

(vi) Deliberately misleading PremierPay, a Financial Institution, Intermediary and/or supplier;

(vii) Committing, encouraging or permitting fraudulent activities.

 

Article B.3 | Payment Methods

The Payment Module supports various Payment Methods. Each Payment Method has specific terms including, but not limited to, the cost and cost structure, way and term in which funds are settled, ability for your Customers to chargeback or reverse Transactions and Payment Related (fraud) risks. When you enable a Payment Method we assume that you understand and agree with the specific terms of that Payment Method, with specific terms found on that Payment Method's own website. PremierPay may add new Payment Methods in the future, which you will have to activate before they can be used in the Payment Module. PremierPay has the right to remove Payment Methods from the Payment Module and can exclude an Organization from using one or more Payment Methods at its own discretion.

 

Article B.4 | Transactions

PremierPay will only process Transactions that have been authorized by the applicable network or issuer involved in processing the Payment Method used, as well as the specific Customer involved. You are solely responsible for verifying the eligibility of each presented Transaction used to purchase your products and services.

Each Transaction shall exclusively form a contractual relationship between you and your Customer on the one hand and a Financial Institution and the Customer on the other hand. PremierPay is explicitly not part of the contractual relationship that arises in respect of a Transaction and do not have any obligation as a consequence thereof.

 

Article B.5 | Reversals and Chargebacks

We do not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back by the Customer or Financial Institution. Such Reversals or Chargebacks can be for various reasons including, but not limited to:

(i) Customer disputes;

(ii) unauthorized or improperly authorized transactions;

(iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or

(iv) other reasons used by a Card Network, a Financial Institution, or the Cardholder’s card issuing financial institution.

You are solely responsible and liable for all reversed or charged back transactions, regardless of the reason for, timing of, or termination of the Reversal or Chargeback. In case of a Chargeback or Reversal, you are immediately liable to PremierPay for the full amount of the Chargeback plus any associated fees, fines, expenses or penalties (including those assessed by the Card Networks or Financial Institutions and charged to PremierPay). You agree that the PremierPay may, and authorize PremierPay to, recover these amounts by debiting your balance with PremierPay, debiting your Settlement Account, debiting the reserve PremierPay has retained or setting off any amounts owed to you by us.

If PremierPay is unable to recover funds related to a Chargeback or Reversal for which you are liable, you will pay PremierPay the full amount of the Chargeback immediately upon our demand. Further, if we reasonably believe that a Chargeback or Reversal is likely with respect to any transaction, PremierPay or the Financial Institution may withhold the amount of the potential Chargeback or Reversal from payments otherwise due to you under this Agreement until such time that:

(i) a Chargeback or Reversal is assessed due to a customer’s complaint, in which case the Financial Institution will retain the funds;

(ii) the period of time under applicable law or regulation by which the customer may dispute the transaction has expired; or

(iii) we determine that a Chargeback or Reversal on the transaction will not occur.

You or the Financial Institution may elect to contest Chargebacks assessed to you. We may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks. You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with the Cardholder, the Cardholder’s card-issuing financial institution, and the Financial Institution to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed. If the Cardholder’s issuing financial institution or the relevant Card Network does not resolve a dispute in your favour, we may recover the Chargeback amount and any associated fees from you as described in this Agreement. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

At any point, PremierPay, the Financial Institution or the Card Networks may determine that you are incurring excessive Chargebacks or Reversals. Excessive Chargebacks or Reversals may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including without limitation:

(i) changes to the terms of your Reserve Account

(ii) increases to your applicable Fees

(iii) delays in your Payout Schedule, or

(iv) possible suspension or termination of your PremierPay account and the Service.

The Card Networks and/or Financial Institutions may also place additional controls or restrictions as part of their own monitoring programs for Organizations with excessive Chargebacks.

 

SECTION C: REGISTERING WITH PREMIERPAY

Article C.1 | Registration Process

The services of PremierPay are only available to Organizations and explicitly not to persons accepting payments for personal, family or household purposes. You are required to register with PremierPay before being able to use our Services. During the registration process PremierPay will collect information including your name, business/trade name, location, email address, business identification number, tax ID number and phone number. If you register as a business entity, you must also provide information about the owner or principal of the business and the registering person must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. By registering with PremierPay, you confirm that you are a legal resident of the country that you indicated during registration, and that you are authorized to conduct business in that country. You warrant that any information provided to PremierPay is true and correct and undertake to keep your information registered with PremierPay up to date. You are obliged to report to PremierPay any changes in company name, status, structure, services or any other changes.

PremierPay will provide you with a username (partner ID) and an initial password, which you must change upon first login. The username and password supplied by PremierPay to you are strictly personal and should be kept secret. You are responsible for any abuse of the username/password and you shall immediately notify PremierPay of any loss, theft and/or abuse.

 

Article C.2 | Website (profiles)

You are obliged to register with us all Websites (URLs) on which the Payment Service is used. You are not allowed to use the Payment Module on websites other than those registered with PremierPay. You are also not allowed to initiate a Transaction via another website profile than the website profile belonging to the website on which the Transaction was initiated. Next to the URL the name under which business is conducted via that site has to be registered. Such information might be used on the statements of Customers. PremierPay is not responsible for any costs from disputes due to customers failing to recognize your business name on their statements.

You guarantee that the website(s) your register with PremierPay do not contain any libelous, defamatory, obscene, pornographic or profane material. PremierPay will reject any website containing such materials or terminate the use of the Payment Module for such website.

Whenever you communicate the payment methods you accept to customers, including but not limited to the website payment page you host, you must indicate your acceptance of every Payment Method you accept and display the Payment Method’s Marks according to the guidelines of the Payment Methods. None of the Payment Methods or associated services or programs may be criticized or mischaracterized on the Website nor may you engage in activities that harm the business or brand of PremierPay or the Payment Methods provided. PremierPay is entitled to terminate the use of the Payment Module in such case.

 

Article C.3 | Verification and Acceptance

After registration we will verify your identity and assess the risk your business poses to PremierPay in order to determine eligibility to use the Service. PremierPay may also share that information with the Financial Institution, which may also make a determination regarding such eligibility. For this verification and assessment we ask you for additional information including financial statements, business invoices, business license or other government issued identification or permits. By accepting the terms of this Agreement, Organization is providing us and Financial Institutions with authorization to retrieve information about Organization from and provide information about Organization to third parties, including but not limited to credit reporting agencies or bureaus and other information providers, and Organization authorizes and direct such third parties to compile and provide such information to us. Organization acknowledges that such information retrieved and provided may include name, address history, credit history, and other data. PremierPay may periodically update this information to determine whether you continue to meet our eligibility requirements. Organization agrees that PremierPay is permitted to contact and share information about you and your application (including whether you are approved or declined), and your PremierPay account with Financial Institutions. This includes sharing information:

(i) about transactions for regulatory or compliance purposes;

(ii) for use in connection with the management and maintenance of the Service;

(iii) to create and update their customer records about Organization and to assist them in better serving Organization, and

(iv) to conduct PremierPay’s risk management process.

In exceptional cases we may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Failure to comply with our requests within five (5) days may result in suspension or termination of your account with us. PremierPay may use your information to apply for Organization acquiring accounts on your behalf with certain Financial Institutions and Networks required for the processing of Transactions using the Payment Module. PremierPay will notify Organization once the account has been either approved or deemed ineligible for use of the Service.

 

Article C.4 | Prohibited Businesses

You will only accept payments through PremierPay for transactions between yourself and you Customer for the bona fide sale of lawful goods or services. There are certain categories of businesses and business practices for which our Services cannot be used. Many of these Prohibited Business categories are imposed by the Financial Institutions, Card Networks or processors used by PremierPay in processing Transactions. PremierPay maintains a list of such prohibited categories of businesses which is available on request. PremierPay can change, remove or add business to that list at its own discretion. By registering with PremierPay, you confirm that you will not use our Services in connection with any other business than what has been approved by PremierPay during registration with PremierPay or explicitly approved afterwards. If, despite your confirmation, PremierPay has reason to believe or suspect you are receiving or have received payments for prohibited businesses, you will terminate these prohibited businesses with immediate effect. In case of doubt, you will contact PremierPay Support for further information.

 

SECTION D: Organization FUNDS AND PAYMENTS

Article D.1 | Organization Funds

All payments made by your Customers by means of one or more Transactions – after, where applicable, deduction of the costs payable to Financial Institution by your Customer not included in PremierPay’s rates – shall be received by PremierPay. PremierPay shall hold any amounts payable by you to PremierPay and shall hold the remainder of the amounts received by it for you. As far as necessary, you herewith grant PremierPay an explicit power of attorney to receive on behalf of the Organization any and all payments in respect of Transactions in the bank account of PremierPay.

 

Article D.2 | Safeguarding Third Party Funds

Parties acknowledge and agree that PremierPay holds amounts on behalf of Parties in such manner as instructed by PremierPay. PremierPay does not and is not obliged to verify the correctness of any such instruction by PremierPay. Any and all payments made by PremierPay are payments made pursuant to an instruction to do so by PremierPay and every incorrect payment made by PremierPay is therefore the consequence of an incorrect instruction by PremierPay. Any demand by Organization for the payment of any amount to which the Organization is entitled to or claims to be entitled to, shall be a claim against PremierPay and the Organization herewith explicitly waives any right to any legal act and to claim any amount from PremierPay. 

 

Article D.3 | Settlement of Funds

Payment of amounts to you are done in the event the funds held on your behalf amount to at least a threshold determined by us, often CAD $50 - (in words: fifty Dollars). In the event PremierPay signals any inconsistency in the payment made to and/or the amount held on your behalf, PremierPay reserves the explicit right to set off and/or to recollect incorrect payments made to Organization, until the issue is resolved.

PremierPay shall be entitled to change the payout frequency or (temporarily) block the Services, settlements and/or cancel transactions in the event of complaints or in case of additional research in the event of possible fraud cases. Your obligations regarding the use of the Payment Module during the term of this agreement will remain in full force and effect.

 

Article D.4 | Fraud

PremierPay shall provide the agreed Services to the best of its knowledge and ability. All commitments and obligations of PremierPay in the context of this Agreement are commitments and obligations on a best effort basis.

PremierPay has the right to temporarily or permanently block the Services and/or your settlements in the event of suspected fraud, indications of fraud and/or situations where further research is required, which may include but are not limited to events in which changes as described in the paragraph on the Payment Module in this Agreement have been announced by the Organization. You will be informed in writing in any such case, unless such notification is not deemed desirable in the interest of the investigation. PremierPay shall not be liable for any damage suffered as a consequence thereof.

 

Article D.5 | Security and Fraud Controls

PremierPay may provide or suggest security procedures and controls intended to reduce the risk of fraud to you. These Security Controls may include processes or applications that are developed by PremierPay or by third parties, including but not limited to providing (two-factor) authentication for logging into your Dashboard. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by PremierPay. Disabling or failing to properly use Security Controls increases your exposure to unauthorized transactions.

You are responsible for the use of lost or stolen data that is used to purchase products or services from your business. PremierPay is not liable for and does not insure against losses to Organization or its customers resulting from use of lost or stolen data with the Payment Services (including but not limited to losses arising from the use of lost or stolen payment information used to make purchases from your site or app, or those caused by a compromise of your login credentials).

 

Article D.5 | Prices

PremierPay charges a rate per (successful) Transaction. The rates applicable to you are displayed in your dashboard. PremierPay shall be entitled to unilaterally amend the rates. In the event such amendment is an increase of the applicable rate, you will be informed of such increase (in writing or by e-mail) at least one (1) month prior to the actual amendment of the rate. In the event you inform us in writing within one (1) month of being informed of the amendment of the fact you do not accept such increased rate, you have the right to terminate the Agreement as of the date of the increase of the rate. Failing such notice and/or failing the termination of the Agreement, the increase shall become effective as of the date referred to in the notice from PremierPay. 

In the event PremierPay receives complaints with regard to Organization and such complaints lead to an investigation or any other additional activities  by PremierPay, PremierPay shall have the right to invoice Organization for (administration) costs made in connection with such investigation or any other additional activities.

All rates referred to in this Agreement or on the site of PremierPay do not include governmental taxes, levies or other charges, unless explicitly stated otherwise.

 

SECTION E: GENERAL LEGAL TERMS

Article E.1 | Third Party Rights Clause

This Agreement is made for the benefit of the Parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

 

Article E.2 | Organization’s Disclosures and Data Security Obligations

You are responsible to provide the following information on your site in a clear and unambiguous manner:

(i) Your (customer service) contact information (address, phone number, email address);

(ii) Information regarding the prices of your products and services;

(iii) Delivery times and costs;

(iv) Payment terms and conditions;

(v) Where applicable, information concerning subscriptions, the term of such subscriptions and the termination policy.

You will also communicate clearly and pro-actively any delays in delivery or cancellation thereof.

You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable national or regional laws and rules in connection with the collection, security and dissemination of any Payment Data on your site or through your app. You are solely responsible for compliance with any laws, regulations, or rules applicable to your business. You specifically agree that at all times you will be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. If despite a so called ‘Account Data Compromise (ADC)’ occurs, the Organization is responsible and liable. If applicable, Organization accepts all Forensic Investigation costs resulting from an ADC Event. Information on the PCI DSS can be found on the PCI Council’s website.

If PremierPay believes it is necessary based on your implementation to verify such compliance, you will promptly provide documentation evidencing compliance with PCI DSS and/or PA DSS. You also agree to use only PCI compliant service providers in connection with the storage or transmission of Payment Data defined as including, but not limited to, a Customer's account number, login credentials or other payment-related data.

In case there is any (suspicion of) a data breach within your organization which involves payment data, you are required to notify PremierPay without delay of such breach. PremierPay or the Financial Institution may require additional information regarding such breach in which case you will promptly provide such information.

 

Article E.3 | Privacy

PremierPay will use any personal data made available to it only to the extent necessary for the performance of its services. PremierPay will not provide any personal data to third parties, with the exception of a website profile created by an Organization.

Organization shall have the right, upon request, to inspect the personal data with regard to the Organization as registered by PremierPay. You represent and warrant you comply with all stipulations of the PDPA for the processing of Personal Data entered into the Payment Module by the Organization and/or the Customer. In the event Organization fails to comply with any of its obligations or in the event an Intermediary, Financial Institution, judge or governmental department requests or demands PremierPay to do so, PremierPay shall be entitled to immediately suspend its obligations towards the Organization. PremierPay is responsible for protecting the security of Payment Data in its possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all personal information and Payment Data from unauthorized access and accidental loss or modification. However, PremierPay cannot guarantee that unauthorized third parties will never be able to defeat those measures and personal information or payment data for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

 

Article E.4 | Confidentiality

Parties shall deal with the other Party’s secret or confidential information and data in a strictly confidential, secure and appropriate manner and will in no way disclose such information to third parties. Parties will only use the information as meant in this provision in the context of an Agreement.

Except when otherwise agreed, secret or confidential information or data will mean, but is not limited to: any information that has been explicitly indicated as secret or confidential by the other Party, all information and data that is known to Parties through the Agreement, technical, financial and business information, drawings, formats, concepts, source codes, pilots and any other information that parties know, or reasonably ought to know, that is a secret or is confidential and should not be disclosed to third parties, for example, because it’s disclosure causes substantial risk of suffering damages or other harm by the other Party.

In deviation of the above, the Parties shall be entitled to provide confidential information to authorized authorities in the event a Party is obliged to do so, pursuant to applicable law. In addition, PremierPay shall be entitled to provide any information (including confidential information) requested or demanded by an Intermediary, in the event it has agreed with an Intermediary to provide such information.

PremierPay is entitled to provide any information (including confidential information) to an Intermediary and/or a Financial Institution in the event of (suspicion of) fraudulent use of the Payment Module and/or upon request of an Intermediary and/or a Financial Institution.

 

Article E.5 | Indemnification

You agree to indemnify and hold PremierPay harmless for any claims, damages and costs of Customers, Financial Institutions, Intermediaries and other third parties arising out of or in connection with:

(i) Unauthorized use, illegal use and/or fraudulent use of the Payment Module by Organization;

(ii) Any error in the Website and/or any fault in the products delivered and/or services provided by Organization;

(iii) The non-compliance by Organization of its obligations under the relevant privacy laws, including but not limited to the PDPA;

(iv) Any non-performance or wrongful act of the Organization towards Customer and/or third parties.

 

Article E.6 | Liability

PremierPay will only be in default after having been given a notice of default in writing and after being granted a reasonable recovery period. In the event PremierPay is liable in respect of failure in the performance of this Agreement or is otherwise liable for any damages suffered by you, PremierPay will in no event be liable for indirect damages. Indirect damages shall include, but not be limited to: loss of goodwill, loss of profits, lost savings and lost (investment) opportunities. If and insofar as PremierPay is liable vis-à-vis the Organization, such liability shall in all cases be limited to an amount equal to the amount that Organization has paid to PremierPay under the Payment Services Agreement, to which the loss relates. If such a Payment Services Agreement has a duration of more than six (6) months, PremierPay’s liability is limited to amounts received by PremierPay under the Agreement over the last six (6) months, excluding any taxes.

PremierPay’s liability, notwithstanding the foregoing articles, is in all cases limited to CAD 10.000, - (ten thousand Dollars) per incident. A set of events is in all events considered as one (1) incident. Any claim against PremierPay will expire after a period of three (3) months after the incident became known to the Organization, except for the written acknowledgment of the claim by PremierPay.

 

Article E.7 | Force Majeure

PremierPay or any third parties engaged by PremierPay, shall never be considered to be in default or in breach of its obligations under any Agreement to the extent that performance of its obligations are prevented by any event of force majeure. "Force majeure" shall be defined as circumstances or events that are beyond the control or will of PremierPay (irrespective of whether those conditions or events were foreseeable at the time the Agreement was entered into) as a result of which PremierPay can not be reasonably requested to meet its obligations under an Agreement. These circumstances or events include, but are not limited to: war, fire, natural disasters, labour disputes, power failures, strikes, epidemics, governmental regulations and/or similar rules, embargoes, failure (bankruptcy or otherwise) by suppliers, financial institutions, subcontractors or any other party engaged for the execution of the Agreement by PremierPay, unavailability of (systems of) financial institutions and/or telecommunications services and (attempts to) unauthorized entry into and/or unauthorized use of the systems, networks and databases belonging to PremierPay, the Organization, Intermediaries and/or financial institutions and/or of which PremierPay, the Organization, Intermediaries and/or Financial Institutions are dependent, as well as all services performed poorly by others than PremierPay or third parties engaged by PremierPay.

 

Article E.8 | Intellectual Property

All intellectual property rights, including, but not limited to, all existing and future rights and claims on, or relating to the use of, copyright and neighbouring rights, chips rights, trade name rights, trademarks, domain names, patents, design rights and database rights in respect of the Platform and/or related matters are held solely by PremierPay. Organization has a right of use in respect of the Service for the duration of the Agreement, to the extent necessary for the performance of such Service and Agreement. None of the provisions in these Terms grant Organization any rights regarding to the Platform and/or the Payment Module and/or any related matters.

In no event has the Organization the right to make any modifications to the Platform and/or the Payment Module. In addition, the Organization shall in no event have the right to decompile, copy or otherwise (attempt to) edit the Platform and/or the Payment Module.

 

Article E.9 | Complaints, Errors and Support

Organization shall respond to messages and complaints of Customers. Organization is obliged to respond to each and every part of an e-mail within two (2) business days to e-mails of Customer to Organization in relation to the Payment Module. Organization is held to inform PremierPay as soon as possible of any Errors it becomes aware of.

In the event of an Error, the following protocol applies:

(i) Organization shall inform PremierPay of the Error;

(ii) PremierPay takes care of Registration and provides Organization with a ticket (number) as reference to the Error;

(iii) PremierPay shall start to investigate the Error and shall use its best efforts to reach a Solution within a reasonable period of time;

(iv) PremierPay shall inform the Organization if and when a Solution is realized.

 

Article E.10 | Payment Network Disclosure

There are multiple Financial Institutions acting as acquirers for transactions performed by PremierPay. For a full list of Institutions, please contact PremierPay by e-mail. 

Acquiring parties disclose that:

(i) it is the only party to this Agreement which is approved to extend acceptance of payment products directly to Organization;

(ii) it must be a principal to this Agreement;

(iii) it is responsible for educating you on Network Rules with which you must comply, but this information may be provided to you by PremierPay;

(iv) it is responsible for and must provide settlement funds to you;

(v) it is responsible for all funds held in reserve that are derived from settlement.

 

Article E.11 | Term, Termination and Transfer

The Agreement between Organization and PremierPay is effective as of the date these terms of service are accepted by the Organization. The Agreement shall be effective for an indefinite period of time. Each Party has the right to terminate this Agreement, taking into account a notice period of at least one (1) month. Either Party shall have the right to immediately dissolve this Agreement in writing in the event the other Party:

(i) is declared bankrupt, is granted a moratorium of payments, ceases its business or is liquidated;

(ii) does not meet one or more of its obligations under this Agreement and continues to do so for more than thirty (30) days after being sent a written notice of default.

PremierPay has the right to terminate the use of a specific Payment Method used by you under this agreement on request of the Financial Institution acquiring the transactions under that Payment Method.

 

Article E.12 | Miscellaneous

This Agreement supersedes any prior agreements made between the Parties with regard to the subject hereof, irrespective of whether such agreements were made in writing or orally. This Agreement is governed by the laws of Canada, and the parties hereby submit to the exclusive jurisdiction of the Ontario-based courts for the resolution of any dispute, which may arise in connection herewith. If one or more provisions of these Terms are or are to be considered void or voidable by the competent court, the remaining provisions of these Terms of Service shall remain in full force.

PremierPay is entitled to have certain services or part of services carried out by third parties. You are not entitled to transfer an Agreement or the rights and obligations contained therein, unless with the prior written permission of PremierPay, which may be given under certain (then to be indicated) conditions. PremierPay is allowed to transfer its rights and obligations to a third party. Organization will be notified of such transfers.