These terms and conditions, as well as all documents to which we further refer to them, are our standard Agreement governing the provision of services and should be studied and accepted by the Merchant at the time of registration on the Wellcoinpay web resource, which belongs to WELLEX PAYMENT LTD.
These terms and conditions have the legal force of the contract, where the parties are represented or party in the form of Merchant and WELLEX PAYMENT LTD.
The agreement is valid for each Merchant from the moment the Merchant registered on a web resource owned by WELLEX PAYMENT LTD and agreed to these terms and conditions by affixing the appropriate mark at the time of registration. The agreement is fully legally binding until the Merchant or WELLEX PAYMENT LTD terminates it by notifying other participants and parties. Specific conditions for the provision of services, as well as tariffs are set in separate agreements that are concluded by WELLEX PAYMENT LTD with each Merchant on the basis of these terms and conditions.
Terms used in this Agreement have the following meanings:
- Agreement concluded between WELLEX PAYMENT LTD and Merchant, including any amendments that may be made to the Agreement, including its title pages and lists;
- Services offered WELLEX PAYMENT LTD means any services provided by WELLEX PAYMENT LTD in accordance with this Agreement, including electronic payment systems, gateway service and any other services agreed between the parties to the Agreement;
- Website We llcoinpay, which is owned by WELLEX PAYMENT LTD means the website of WELLEX PAYMENT LTD for the provision of services available at https://wellcoinpay.com/ excluding any external resources, references to which may be contained on the website in the form of hyperlinks or any other form; Merchant Website managed by Merchant;
- Merchant Account means an electronic cash account registered by the Merchant in the WELLEX PAYMENT LTD system in accordance with the general terms and conditions;
- Payment Method means any payment system using plastic cards (such as VISA, MasterCard, and others, including national and local systems), bank payments (remote bank service, direct debit or bank transfer) or electronic payments (electronic money, telephone payments);
- Payment Service Electronic Wallet means the payment service offered by WELLEX PAYMENT LTD based on the electronic wallet with which the account holder at WELLEX PAYMENT LTD can transfer funds to the recipient using the email address of the recipient as an identifier (regardless of whether this operation is performed via the website owned by WELLEX PAYMENT LTD or via the payment interface installed on the Merchant’s Website or in some other way );
- Wallet means a separate sub-account with WELLEX PAYMENT LTD for conducting financial transactions in one or several commercial areas related to one sub-account. Each wallet on the site belonging to WELLEX PAYMENT LTD allows you to work with different currencies;
- Business Day means any day except Saturday and Sunday, public holidays and bank holidays;
- Gateway Based Service means any service on the WELLEX PAYMENT LTD website that uses a payment gateway that is integrated (but not necessarily hosted) on the Merchant’s website for payment instructions from the client;
- Manual means any of the technical manuals applicable to the Services offered by WELLEX PAYMENT LTD and posted on the Web site of WELLEX PAYMENT LTD, including their regular updates, or in case the Merchant uses integration services provided by a third party, any instructions and integration manuals provided by a third party;
- Confidential Information means any information marked as Confidential or trade secret. This information is understood as confidential given the context of its possible disclosure and content. Not contradicting the above, the terms of this Agreement, as well as information relating to business plans, data, strategies, methods, customer lists, technical parameters, data about transactions and customers, is considered confidential;
- Regulatory Requirements means any law, statute, requirement, order, court decision, ruling, recommendation, rule, regulatory document or directive adopted or issued by Parliament, government, any competent court or authority, and any payment system (including but not limited to bank payment systems, payment systems using plastic cards such as VISA, MasterCard and others, as well as any other systems of receiving, redeeming, transferring payments and in x payment transactions, used to provide the services referred to in the Agreement);
- Reserve means the amount or percentage of funds in the Merchant Account, which is determined by WELLEX PAYMENT LTD for securing possible claims by WELLEX PAYMENT LTD to the Merchant. In the absence of opposing intent, words used in the singular mean a plural and vice versa; masculine words mean feminine and neuter gender and vice versa; references to persons mean a company, non-legal organization, partnership or authority.
- Any phrase following the words including in particular, and similar expressions should be understood as used only for illustrative purposes and does not limit the meaning of the words that precede it.
Terms and Conditions
Payment service from WELLEX PAYMENT LTD Electronic Wallet and the Payment Interface provide payment transfer from the client to the Merchant. Any payments received on the WELLEX PAYMENT LTD website from the Merchant’s customers should be transferred to the Merchant’s account immediately after the commission fee due to WELLEX PAYMENT LTD is withdrawn.
- The merchant knows that the amount of funds transferred to his account at WELLEX PAYMENT LTD may not coincide with the amount transferred by the client.
- Merchant bears financial responsibility in the amount of the full amount of the payment, as well as the commission charged if the payment after receipt of the account is for one reason or another canceled ( Revoked Payment ;). In case of cancellation of payment, WELLEX PAYMENT LTD will first write off the amount of the Recalled Payment from the Merchant’s Account, including the fee for refund to a third party or cancellation of the payment. In the event that the full amount of the Recalled Payment with the commission for returning funds to a third party or a payment cancellation (including any funds credited to the Merchant’s Account after the withdrawal of this payment) will not be debited from the Merchant’s Account amount.
- WELLEX PAYMENT LTD reserves the right at any time and at its own discretion to block the Merchant’s account (or its individual functions, such as topping up an account, receiving, sending and / or withdrawing funds), if WELLEX PAYMENT LTD, by its personal discretion, recognizes the Merchant’s transactions, (I) violate the terms of this Agreement, (II) suspicious of money laundering, financing of terrorist organizations, fraud and other illegal activities. WELLEX PAYMENT LTD will take the necessary actions to inform the Merchant of the relevant measures, unless these actions of WELLEX PAYMENT LTD are prohibited by law or order of the competent court or other authority.
The Merchant acknowledges and agrees that the WELLEX PAYMENT LTD service performs an exclusively intermediary function when dealing with payments and that WELLEX PAYMENT LTD (I) under no circumstances acts as a seller, buyer, dealer, broker, distributor, auctioneer, supplier, distributor, manufacturer, broker, agent or wholesale Merchant with any products or services ordered, received and purchased for any funds spent through the Services WELLEX PAYMENT LTD; and (ii) does not guarantee and cannot guarantee the quality, safety and legality of any product or service acquired with funds received through the Services of WELLEX PAYMENT LTD The Merchant acknowledges and agrees that any disputes relating to any products and services purchased or received with funds requested or received through the WELLEX PAYMENT LTD Services or any transactions made using the WELLEX PAYMENT LTD Services are exclusively between the sender and recipient of funds or between the supplier and the recipient of goods and services. Obligations for transactions related to products and services offered by the Merchant are solely the Merchant. WELLEX PAYMENT LTD will not act as a party to any disputes related, among other things, to matters relating to the fulfillment of obligations and responsibilities regarding the delivery, quality, quantity or use of the goods and services offered by the Merchant. Without applying the limitation of liability of the parties, the Merchant exempts WELLEX PAYMENT LTD from any third-party claims regarding the products and services offered and will fully indemnify WELLEX PAYMENT LTD with all reasonable legal costs, if any.
WELLEX PAYMENT LTD undertakes to provide the Merchant and his current and potential customers with the Services WELLEX PAYMENT LTD specified in this Agreement and described on the Website, which is owned by WELLEX PAYMENT LTD.
- The Merchant must integrate the Services offered by WELLEX PAYMENT LTD into their website and manage them by following the appropriate Manuals.
- The Merchant guarantees WELLEX PAYMENT LTD access to the Merchant’s Website for conducting automated monitoring or automatic search in order to verify the accuracy of the information contained on the Merchant’s Website related to the WELLEX PAYMENT LTD Services. At the same time: (I) WELLEX PAYMENT LTD is not obliged to conduct such search and control, (II) any such search actions should under no circumstances be considered as approval of any content posted on the Merchant’s Website.
- The merchant is required to cooperate with WELLEX PAYMENT LTD in clarifying any actions that are suspicious of their illegality, fraudulent nature or illegality.
- At any time, from the moment the Agreement enters into force, in order to comply with regulatory requirements, the Merchant must, if necessary, provide WELLEX PAYMENT LTD information about his business, composition and corporate structure, shareholders, management, key employees or, if it is a trust, his beneficiaries. In particular, the Merchant is obliged to inform WELLEX PAYMENT LTD of all changes in his business model or products and services that he offers for sale or distributes, if such changes, from a reasonable point of view, may be important for regulatory compliance. Without applying the limitation of liability of the parties, the Merchant protects WELLEX PAYMENT LTD from any losses caused by the fact that the Merchant did not promptly inform WELLEX PAYMENT LTD about changes important for compliance with regulatory requirements relating to WELLEX PAYMENT LTD or the Merchant.
- The Merchant’s policy regarding refunds and refunds to customers must be clear and fair. Information on how to return and refunds must be provided in the section Business Practices ; in the properties of the Wallet, maintained by the Merchant up to date and reflect all current changes.
In order to establish the Reserve, WELLEX PAYMENT LTD reserves the right to impose restrictions on withdrawal of a certain amount of funds from the Merchant Account or on their use for transferring payments to third parties. This right is reserved for WELLEX PAYMENT LTD regardless of the termination of this Agreement as long as the funds remain in the Merchant Account. The amount of the Reserve (expressed as an absolute value or as a percentage of past payments received to the Merchant’s Account) is determined at any time by the sole discretion of WELLEX PAYMENT LTD. WELLEX PAYMENT LTD undertakes to notify the Merchant without unreasonable delays about the establishment of the Reserve and its amount, as well as about increasing or reducing the amount of the Reserve.
- Without limiting your freedom to make a decision on the Reserve, when determining the amount of the Reserve, WELLEX PAYMENT LTD may, among other things, take into account the following factors: Merchant’s termination of business or a significant part of it;
- significant changes in the Merchant’s business;
- increased risk of cancellation or cancellation of payments received to the Merchant’s Account;
- Trader’s overall financial position;
- bankruptcy or insolvency of the Merchant;
- disproportionate number of complaints from customers, withdrawn or canceled payments, fees for late payments or penalties and other debt obligations relating to the Merchant Account;
- WELLEX PAYMENT LTD has reasonable doubts that the Merchant will be able to fulfill its obligations under this Agreement.
- The Merchant agrees to provide WELLEX PAYMENT LTD, at a reasonable request and at the expense of the Merchant, information about its financial position and business activity, including the latest financial reports. The merchant must also, at his own expense, take all further actions (including the execution of the necessary documents or the registration of documents of any form) necessary to guarantee the degree of security that the WELLEX PAYMENT LTD policy reasonably requires.
- At the request of WELLEX PAYMENT LTD, the Merchant is obliged to replenish the Merchant Account with the amount set by WELLEX PAYMENT LTD in order to restore the initial Reserve or ensure an adequate account balance in the event of an unexpected increase in the risk of cancellation of payments received to the Merchant Account.
- Notwithstanding the foregoing, if the Merchant Account balance becomes negative or the Merchant, for whatever reason, must return the funds to the Merchant’s Account to the customer, the Merchant must compensate for the negative balance of his account by transferring the appropriate amount to it amount in favor of WELLEX PAYMENT LTD within 7 days of receipt of the request from WELLEX PAYMENT LTD to make this payment.
Tariffs for the use of the Services offered by WELLEX PAYMENT LTD are presented on the page Tariffs. Unless otherwise indicated, rates are in euros.
- Tariffs are quoted without specifying the amount of value added tax (VAT). In the event that VAT or any other sales tax is payable, WELLEX PAYMENT LTD will add the tax amount to the payment amount, and where necessary, the amount without VAT, the tax amount and the tax rate will be indicated.
- Any amount payable by the Merchant is debited from the Merchant Account. If the funds in the Merchant Account are insufficient or the Account balance is negative, WELLEX PAYMENT LTD reserves the right to issue an invoice to the Merchant for an amount equal to the shortage in the Account.
- Fees may vary.
- If WELLEX PAYMENT LTD is not able to withdraw the amount in the amount of the tariff or required for any other reason from the Merchant’s Account, WELLEX PAYMENT LTD issues an invoice to the Merchant for this amount. The invoice is due within 15 days of receipt by the Merchant.
Changes to the Terms of Agreement
This Agreement may be amended. Changes can be made either by mutual agreement of the parties, or by WELLEX PAYMENT LTD with notification of the Merchant in accordance with the following procedure: WELLEX PAYMENT LTD sends the Merchant a notification of planned changes to this Agreement (hereinafter Notification of Changes).
- Notification of changes can be sent by letter to the current or last known actual address or to the Merchant’s legal address or by email to the current email address specified in the Merchant Account settings.
- The proposed changes will automatically take effect one month from the date of sending the Notice of Changes if WELLEX PAYMENT LTD does not receive a written application from the Merchant indicating the Merchant’s objection to the proposed changes.
- WELLEX PAYMENT LTD may specify in the Notice of Changes the period of entry into force of the proposed changes, other than a period of one month, provided that this period cannot be shorter than one month.
- If WELLEX PAYMENT LTD does not receive an application from the Merchant stating the Merchant’s objection to the proposed changes within the time specified in the Notice of Changes, it is assumed that the Merchant accepts the proposed changes.
- The Merchant has the right to terminate this Agreement at any time before the changes come into force, and the Agreement will immediately terminate.
For the period of validity and solely for the purposes provided for in this Agreement, the parties grant each other a non-exclusive, applicable to the entire world, free of charge, not subject to transfer to another person the right to copy, use and display any logo, trademark, trade name and other intellectual property owned or provided to another party under a license.
- Any use, adaptation, or change in intellectual property (with the exception of minor adaptation or change due to specific use with a preliminary discussion of this use by both parties) is subject to prior written approval by the party providing this intellectual property. Neither party can use the intellectual property of the other party, or mention the other party in any public message without the prior written consent of the other party.
- If it is not stated directly, not a single clause of this Agreement guarantees and cannot be interpreted as guaranteeing any party any right, basis or material interest in owning any logos, trademarks, trade names or other intellectual property provided to this side by the second side.
- When using intellectual property owned by another party (or licensed to this party by a third party under a license), each party must follow reasonable instructions provided by the other party, taking into account the purpose of using this intellectual property in accordance with this Agreement and the legal regulations in force countries and territories where this intellectual property is used. In relation to intellectual property owned by Payment Methods or provided by License Payment Methods, the Merchant must also follow the instructions provided by the relevant Payment Methods. The Merchant may not use the above intellectual property in a manner that damages or may harm the business or trademark of the relevant Payment Methods.
8.Responsibilities of the parties
8.1 None of the parties to the Agreement by virtue of a delicacy, contract or other conditions, including improper performance or breach of duty, shall not be liable for direct or indirect damages, or material losses of any kind, including penalties awarded for loss of profits. or order, loss of high ratings and a good name or reputation, or not receiving possible theoretical income, as well as losses of third parties (forecasted or unpredictable).
8.2 According to clauses 8.3, 8.4, 8.5 and other provisions, The exclusion of the essence of this clause, the total liability of the parties by virtue of the contract, the unfulfilled performance of the obligations established by the contract or other conditions specified in the Contract, in any period equivalent to 12 months from the date of entry into force of this Contract (hereinafter referred to as the Treaty Year) is limited to 10,000 euro or the total amount of commissions received by WELLEX PAYMENT LTD from the Merchant during the previous contractual year or, in the case of the first year, the amount of commissions received by WELLEX PAYMENT LTD from the merchant at the moment. 8 / In this Agreement there can be no clause excluding or limiting the parties ’liability in the event of:
8.3.1 Fraud or misrepresentation of information for unlawful and illegal purposes; 8 / 2.3 Misuse and misconduct with a deliberate character;
8.3.3 Damage to personal, movable or immovable tangible property;
8.3.4 Violation of the confidentiality section in accordance with clause 8.6; 8.3.5 if the exclusion or limitation of such liability is prohibited by applicable law. br / 8.4 In the case e, unless otherwise stated, no liability for compensation under this Agreement limits the liability described in this section!
8.5 If either party violates clauses 3.3 to 3.8 inclusive, the provisions of section 7 with respect to intellectual property:
8.5.1. The limitation of liability is fixed in clauses 8.1. and 8.2 do not apply;
8.5.2 The Merchant undertakes to protect WELLEX PAYMENT LTD from any claims, claims, losses, damages, fines, penalties from a third party that may arise in connection with such a violation. In this case, in the event of guilt on the part of WELLEX PAYMENT LTD, this fault is taken into account in order to reasonably reduce liability from the Merchant in accordance with this clause.
8.6 WELLEX PAYMENT LTD is not responsible for:
8.6.1 For problems related to software (of a technical nature) and internet connection;
8.6.2. For any stop or refusal in the payment system, if WELLEX PAYMENT LTD has reason to believe that they are made fraudulently or without proper authority;
8.6.3 For payment instructions containing new black, irrelevant or incorrectly formatted data;
8.6.4 For unforeseen circumstances and force majeure impeding performance, despite reasonable precautions taken by WELLEX PAYMENT LTD. Such circumstances include natural disasters, power outages, fires, thefts, floods, equipment breakdowns, hacker attacks, mechanical failures, system errors, interruptions in the web resource and the domain being disabled until it is paid again.
During the term of this Agreement and after its termination, each party is entitled to use and reproduce the confidential information of the other party only for the purposes of this Agreement and only to the extent necessary for such purposes, disclosing it to its employees, consultants and contractors, who need to know her. And he will not disclose the confidential information of the other party to a third party without the prior written approval of the other party.
- Notwithstanding the foregoing, the disclosure by one of the parties of the other party’s confidential information will not violate the terms of this Agreement if required by law or a judicial or government investigation or process.
- Obligations relating to confidential information do not apply to information that (I) is or becomes publicly available not as a result of actions or the fault of one of the parties; (Ii) was known by one of the parties without restriction before receiving from the other party under the terms of this Agreement from its own independent sources of the first party, which must be documented by this party, and which was not received directly or indirectly from the second party; (Iii) was obtained by one of the parties from a third party under conditions that make it reasonable to believe that the third party has the legal right to transmit such information, and provided that the party who received the information was not obliged to keep this information confidential; (Iv) was obtained independently by employees or agents of one of the parties, provided that the party has evidence that the said employees or agents initially did not have access to confidential information obtained by them.
Personal data protection
Each party acting as a data processor undertakes to process personal data in accordance with regulatory requirements.
- When one party acts as a personal data processor (hereinafter the “Personal Data Processor”) processed by the party acting as a personal data controller (hereinafter the “Personal Data Controller”), the Personal Data Processor must always follow reasonable instructions relating to processed personal data.
- In the event that the Merchant integrates functionality into its website, including an interface for quick registration, as described in the relevant Guides, in order to receive payments from new customers of WELLEX PAYMENT LTD, the Merchant is obliged to receive from these customers consent to the processing and provision of WELLEX PAYMENT LTD any data required to use the quick registration functionality.
Termination of the contract
Not inconsistent with the terms of the Terms of Service on termination of the Agreement, WELLEX PAYMENT LTD has the right to immediately terminate the Agreement:
- if the Merchant declares its bankruptcy or insolvency, enters into a settlement agreement with its creditors, transfers its rights to creditors or takes similar actions, if a bankruptcy trustee is appointed or Merchant’s company is liquidated voluntarily (except for cases of reorganization or merge) or forcibly;
- upon the Merchant’s material violation of the terms of this Agreement, if the violation is not resolved five (5) business days after the Merchant receives a written notice describing the essence of the violation or confirming its circumstances;
- if the Merchant violates or fails to comply with any applicable laws, regulations, or any order of a competent court or government authority.
- The Merchant is entitled to terminate this Agreement at any time without giving a reason, notifying WELLEX PAYMENT LTD.
- WELLEX PAYMENT LTD is entitled to terminate this Agreement at any time without giving a reason, notifying the Merchant one month prior to the termination of the Agreement.
Transfer of rights and rights of third parties
The Merchant is not entitled to transfer his rights under this Agreement to third parties without the prior written consent of WELLEX PAYMENT LTD.
- The Merchant does not have the right to transfer the fulfillment of any of his obligations under this Agreement to a third party without the prior written consent of WELLEX PAYMENT LTD, and WELLEX PAYMENT LTD has no right to refuse the Merchant’s consent without due reason.
- No person who is not a party to this Agreement is entitled to enforce the terms of this Agreement.
- If: The merchant will acquire the company of another Merchant registered in the WELLEX PAYMENT LTD system, or his business
- another Merchant registered in the WELLEX PAYMENT LTD system will acquire the Merchant’s company or its business
- the Merchant’s company will merge with another Merchant’s company registered in the WELLEX PAYMENT LTD system
- Merchant will start cooperation with another Merchant registered in the WELLEX PAYMENT LTD system The Merchant, according to the notice from WELLEX PAYMENT LTD, is obliged to make payments on account of WELLEX PAYMENT LTD according to: (I) its current tariff plan, or (II) the current tariff plan of another Merchant, or (III) a reasonable combination of its current tariff plan and the current tariff plan of another Merchant established by WELLEX PAYMENT LTD. WELLEX PAYMENT LTD will notify the Merchant within one month of the latest of the following events:
a) the completion of the acquisition, merger or conclusion of a cooperation agreement;
b) from the moment when WELLEX PAYMENT LTD becomes aware of the completion of the acquisition, merger or conclusion of a cooperation agreement.
If the Merchant does not receive a notification within the specified period of time, the Merchant continues to make payments in accordance with its tariff plan. In this case, the transition to another tariff plan occurs one month after the Merchant receives the notification.
Relationships of the Parties
The Merchant and WELLEX PAYMENT LTD are independent contracting parties under this Agreement, and not a single clause of this Agreement indicates the possibility of their creating a partnership, joint venture or establishing agency relations between them. None of the parties has the authority to enter into any agreements on behalf of the other party.
The merchant is fully responsible for determining taxes on payments received, as well as reporting the correct tax to the appropriate tax authority. WELLEX PAYMENT LTD does not determine whether taxes are applied and is not responsible for collecting, reporting, or transferring any taxes arising from the transaction.
- Choice of law and courts
This Agreement and any legal relationship between the parties arising from / or related to them must be governed and interpreted in accordance with the laws, regardless of the territory or jurisdiction of the dispute. Each party must unconditionally comply with the non-exclusive jurisdiction of the courts.
- Obligation not to entice employees
Merchant and WELLEX PAYMENT LTD are independent contracting parties to this Agreement, and not a single clause of this Agreement indicates the possibility of their creating a partnership, joint venture or establishing agency relations between them. None of the parties has the authority to enter into any agreements on behalf of the other party.
- Waiver of rights
Any waiver of rights under this Agreement is valid only if it is announced or an agreement about it is fixed in writing. Temporary or permanent non-use by a party of its right should not be interpreted as a waiver of the right and should not prevent the party from applying its right in the future.
- Independence of the provisions of the Agreement
If any part of this Agreement is recognized by a court of competent jurisdiction to be invalid, illegal or not enforceable, this part must be separated from the rest of the Agreement, which remains valid and enforceable as fully as possible. by law.
The parties agree to conduct all negotiations under this Agreement in English. If the negotiations are not in English, this should be explained solely by considerations of convenience and does not negate the role of English as the main language in future communication.
Any notice under this Agreement must be in writing and either handed over to the addressee from hand to hand, or sent by a first-class prepaid mail or other reliable means, or sent by fax. Notwithstanding the foregoing, WELLEX PAYMENT LTD has the right to send a notification to the Merchant to the current email address specified in the Merchant Account settings in the WELLEX PAYMENT LTD system.
- Completeness of the Agreement
This Agreement represents the agreement concluded between the parties in connection with the subject of the Agreement in its entirety.
No changes or amendments to this Agreement are valid until they are in writing and signed by authorized representatives of both parties.