This Agreement sets out the terms and conditions for the provision of the EntroPay online payment service (the "EntroPay Service") by Ixaris Systems Limited (the "Service Provider") and you (the "User") through the EntroPay website at www.entropay.com (the "EntroPay website"). By registering for the EntroPay Service, the User agrees to comply with the terms of this Agreement, and accepts these terms to be legal and binding.
To enter into this Agreement the User must be at least 18 years old and must be domiciled in a country where registration for and use of such a service as the EntroPay Service does not violate the laws or regulations of that country.
The User may use the EntroPay Service to obtain certain services in relation to prepaid cards consisting of both virtual onscreen prepaid cards ("Virtual Cards") and plastic prepaid cards ("Plastic Cards") (together the "Cards"). The Cards are subject to, and issued by the issuers identified in, the Card Terms and Conditions (the "Issuers"). The Service Provider provides services in relation to the Cards, pursuant to the Card Terms and Conditions, and the loading of funds, pursuant to Clause 4 of this Agreement, on behalf of the Issuers.
The EntroPay Service includes, without limitation, the ability to:
| a) | load Virtual Cards and where permitted by Service Provider to load Plastic Cards; |
| b) | check balances for Cards; |
| c) | transfer funds between Cards; |
| d) | purchase new Cards; and |
| e) | cancel Card(s). |
| 1.1 | To use the EntroPay Service the User must first register for the service and open an EntroPay account which is then deemed as held by the User (the "EntroPay Account"). |
| 1.2 | Each User is permitted to hold only one EntroPay Account at a time, unless otherwise permitted by the Service Provider. The Service Provider reserves the right to take steps to prevent or rectify such occurrence, including forcing the closure of the account. |
| 1.3 | To register for an EntroPay account, the User must submit to the Service Provider certain personal data ("Personal Data") which will be used by the Service Provider for the purpose of verifying the identity of the User where necessary and for such other purposes as are set out in Clause 2. The User confirms that the Personal Data provided identifies the User and is true, accurate and complete. |
| 1.4 | The Service Provider shall have the right to request proof of identity, proof of residence and proof of authorisation to use third-party payment services, including without limitation, credit and debit cards and bank accounts, that the User may wish to use to load funds on to the Cards. |
| 1.5 | The User agrees to notify the Service Provider within 14 days of any changes to the User's Personal Data. |
| 1.6 | The Service Provider reserves the right to reject any registration and to refuse to open an EntroPay Account without reason and without explanation. |
| 1.7 | If any Personal Data or other information provided by the User is discovered to be untrue, inaccurate, not current, or incomplete then, without limiting any other rights or remedies, the Service Provider reserves the right to close the EntroPay Account and terminate this Agreement. |
| 2.1 | The Service Provider is the data controller of Personal Data that is provided in connection with this Agreement. |
| 2.2 | The Service Provider will process Personal Data for the purposes of administering this Agreement, to provide the EntroPay Service to the User, to deal with any enquiries the User may have, for business reporting and statistical analysis, for anti-money laundering and fraud prevention and to comply with applicable law and regulation. |
| 2.3 | The Service Provider may also use Personal Data supplied by the User for the purpose of contacting the User by post, phone or by e-mail (unless the User tells the Service Provider that the User prefers not to receive direct marketing) about other products and services which the Service Provider considers may interest the User. If the User does not wish to receive this information, the User should inform the Service Provider. |
| 2.4 | 2.4 The Service Provider may provide Personal Data supplied by the User to:
| a) | any employee, agent, sub-contractor, adviser, group company, or third party data processor of the Service Provider, including processors located outside the European Economic Area. This information will be kept secure and only used for the purposes as set out in this Agreement; |
| b) | merchants in the case of disputed Transactions, fraud or for anti-money laundering purposes; |
| c) | fraud prevention agencies. The Service Provider may also obtain information about the User from credit reference agencies to verify the User's identity. If the User gives false or inaccurate information and fraud is suspected, the Service Provider may release this to fraud prevention agencies. A record of such enquiries may be left on the User's file with the fraud prevention and credit reference agencies. Further details on how information held by fraud prevention agencies may be used can be obtained by contacting the Service Provider; |
| d) | any card association under which your Card is issued; |
| e) | competent regulatory authorities or law enforcement agencies where the Service Provider is required to do so by applicable law or court order; |
| f) | anyone to whom the Service Provider transfers any of its rights or duties under any agreement it may have with the User; and |
| g) | anyone the User authorises the Service Provider to give the User's personal data to. |
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| 2.5 | The Service Provider may monitor and/or record telephone calls and other forms of communication that the Service Provider has with the User to help the Service Provider maintain and improve the quality of the EntroPay Service or as required by applicable law. |
| 2.6 | The User has a right to receive details of the Personal Data the Service Provider holds about the User. The User may do this by contacting the Service Provider. The Service Provider may change a nominal fee for this. |
| 2.7 | It is the User's responsibility to notify the Service Provider within 14 days of any changes to the User's contact details so that the Service Provider's records are accurate, complete and up to date. The User will be liable for any loss or fraud that directly results from any failure to advise the Service Provider. |
| 2.8 | By using the EntroPay Service, the User acknowledges and agree to the processing of his or her Personal Data as set out in this Agreement. |
| 3 | Authorised Access and Proper Use |
| 3.1 | To access the EntroPay Account , the User shall specify a password (the "Password") at registration. The User undertakes not to disclose or reveal the Password to the Service Provider, or any other third party, nor store the Password in a place where it might be discovered, or in any way provide access to the EntroPay Account or its facilities to any third party without authorisation from the Service Provider in writing. |
| 3.2 | The User agrees to specify a Password that is not easily derivable from public information about the User, and acknowledges and accepts that any person who identifies themselves by entering the login details and password assigned to the User shall be assumed by the Service Provider to be the User and so entitled to use the EntroPay Account. |
| 3.3 | The User undertakes to contact the Service Provider immediately upon becoming aware that a third party knows or has discovered the Password. |
| 3.4 | Should the Service Provider receive any indication that the EntroPay Account security may have been compromised or may have been used to commit fraud or any other illegal activity or is or may be in breach of any applicable law or regulation, the Service Provider may suspend access to the EntroPay Account without notice. Such indication may include, without limitation, suspicious login or transaction patterns, suspect multiple account registrations and multiple login failures. |
| 3.5 | The User acknowledges and accepts that the EntroPay Account is being made available to the User for the User's sole use. The User shall not make any use of the EntroPay Account or of the facilities provided by virtue of the User's access to the EntroPay Account or EntroPay website to offer or provide services to third parties or otherwise resell the services available to the User by virtue of the User's access to the EntroPay Account or EntroPay website. |
| 4 | Loading funds onto Cards |
| 4.1 | To load money onto a Card, the User must register a means of loading funds ("Funding Source"), including without limitation, a debit or credit card or a bank account. The User shall be the authorised holder of the Funding Source, and guarantees that the details submitted relating to the Funding Source are true, accurate and complete. |
| 4.2 | The User accepts that the funds may not be immediately available for spending following the initiation of a load of funds from the Funding Source to a Card. The User understands and accepts that loading of funds will be subject to the delays in the transfer of funds in banking and payment systems. |
| 4.3 | The Service Provider reserves the right to refuse to register or accept a Funding Source without reason and without explanation. |
| 4.4 | The Service Provider may employ a variety of means to verify that the User is authorised to load funds from the Funding Source to a Card. The Service Provider will inform and seek the consent of the User before performing any Funding Source validation whereby the User may incur charges in relation to the verification process. By giving such consent, the User shall be deemed to have agreed to the means and the actions taken by the Service Provider to verify the authority of the User over the Funding Source. |
| 4.5 | The User acknowledges and accepts that, should security checks fail to satisfy the Service Provider that the User is authorised to load funds from the Funding Source to a Card, the Service Provider shall have the immediate right to prevent the use of the Funding Source to load funds from the Funding Source to the Card. |
| 5 | Suspension and Closure of EntroPay Service and EntroPay Account |
| 5.1 | The Service Provider reserves the right to suspend or prevent access to the EntroPay Service and EntroPay Account for repair, maintenance, upgrade work, where permitted under Clause 3.4, or in order to comply with or avoid breaching any applicable law or regulation. Unless the Service Provider cannot do so for security, due to legal requirements or other reasons beyond its reasonable control, the Service Provider will give the User reasonable notice of such suspension. |
| 5.2 | The User may close the EntroPay Account at any time by contacting the Service Provider and by complying with the instructions for account closure in which event this Agreement will be terminated. |
| 5.3 | Closure of the EntroPay Account will not cancel any transactions involving the loading of Cards which the User has previously authorised. |
| 5.4 | If the EntroPay Account has not been used for 12 months or more, then the Service Provider may close the EntroPay Account without notifying the User at any time and terminate this Agreement in accordance with Clause 12.4. |
| 5.5 | On closure of the EntroPay Account your licence to use the EntroPay Service and EntroPay Account will automatically terminate and all amounts payable by you to us, if any, will become immediately due and payable. |
| 6.1 | The Service Provider may send communications to the User from time to time in accordance with Clause 2. Communications will be deemed delivered to the User if by:
| a) | email upon the Service Provider sending such communications, to the email address last notified by the User to the Service Provider, whether or not the communication in fact arrives, unless the User receives notification that the email has not been received; |
| b) | fax, at noon on the first working day after transmission with correct answer back; or |
| c) | post then within 2 wording days after posting. |
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| 6.2 | The User agrees that the Service Provider may rely on any communication in any form which purports to have been made by the User and which the Service Provider reasonably believes to have been made by the User or on the User's behalf. The User agrees to be bound by any obligation or expense entered into in reliance on such communication. |
| 7.1 | The User is permitted to print and download extracts from the EntroPay website for display or printing on paper (but not to make photocopies) only for the User's own personal use on the following basis:
| a) | no documents or related graphics on the EntroPay website are modified in any way; |
| b) | no graphics on the EntroPay website are used separately from the corresponding text; and |
| c) | the Service Provider's copyright and trade mark notices and this permission notice appear in all copies. |
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| 7.2 | Unless otherwise stated, the copyright and other intellectual property rights in all material on the EntroPay website (including without limitation photographs and graphical images) are owned by the Service Provider or its licensors. All product and company names and logos mentioned on the EntroPay website are the trademarks, service marks or trading names of their respective owners, including the Service Provider. For the purposes of this Agreement, any use of extracts from the EntroPay website other than in accordance with clause 7.1 for any purpose is prohibited. If the User breaches any of the terms in this Agreement, the User's permission to use the EntroPay website automatically terminates and the User must immediately destroy any downloaded or printed extracts from the EntroPay website. |
| 7.3 | The Service Provider may invite the User to submit content within designated areas of the EntroPay website operated by the Service Provider (User content areas) including, without limitation, online notice boards, discussion boards and feedback areas. If the User chooses to submit such content to such User content areas, the User grants the Service Provider an irrevocable, royalty free licence to use, amend and delete such content as the Service Provider sees fit. |
| 7.4 | The User shall ensure that the submission to and display of any content on the EntroPay website is not defamatory and does not otherwise infringe the rights of any third party, including any intellectual property rights. |
| 8 | Links to and from other Websites |
| 8.1 | Links to third party websites on the EntroPay website are provided solely for the User's convenience. If the User uses these links, the User leaves the EntroPay website. The Service Provider has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Service Provider therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. |
| 8.2 | If the User decides to access any of third party websites linked to the EntroPay website, the User does so entirely at his or her own risk. |
| 9.1 | While the Service Provider endeavours to ensure that the information on the EntroPay website is correct, the Service Provider does not warrant the accuracy and completeness of the material on the EntroPay website. The Service Provider may make changes to the material on the EntroPay website at any time without notice. The material on the EntroPay website may be out of date, and the Service Provider makes no commitment to update such material. |
| 9.2 | The material on the EntroPay website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Service Provider provides the User with the EntroPay website on the basis that the Service Provider excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this Agreement, might have effect in relation to the EntroPay website. |
| The User accepts and undertakes to pay the charges, if any, arising from the use of the EntroPay Service as set out in the Schedule of Limits and Charges. The Service Provider may vary the charges in accordance with Clause 12.1. |
| 11 | Compliance and Liability |
| 11.1 | The User shall only use the EntroPay Service for lawful purposes and shall not use EntroPay Service to receive or transmit material that is obscene, offensive, defamatory, in breach of confidence, in breach of any third party rights, including intellectual property rights, or otherwise contrary to any applicable law or regulation. |
| 11.2 | Subject to Clause 11.7, except to the extent that loss or damage is caused directly by the negligence of the Service Provider, or directly by a breach of this Agreement by the Service Provider, the Service Provider shall not be liable to the User for any loss or damage which the User may suffer as a result of the User's use of the EntroPay Service, the EntroPay Account and/or the EntroPay website. |
| 11.3 | Subject to Clause 11.7, the maximum aggregate liability of the Service Provider for all claims or losses howsoever arising (whether in negligence, breach of contract, breach of statutory duty, under an indemnity or otherwise) shall not exceed the greater of the total amount loaded on to your Card in accordance with Clause 4 or £10,000. |
| 11.4 | The Service Provider will not be liable for any delay in performing or failure to perform its obligations under this Agreement, if the delay or failure results from events or circumstances outside the Service Provider's reasonable control (including, but not limited to, failure of any telecommunication or processing system failure). Such delay or failure will not constitute a breach of this Agreement. |
| 11.5 | The User agrees that the Service Provider shall not have any liability to the User howsoever arising (whether in negligence, breach of contract, breach of statutory duty, under an indemnity or otherwise) for:
| a) | increased costs or expenses; |
| b) | loss of profit, loss of business, loss of goodwill, loss of data, or loss of revenue or anticipated savings, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages; or |
| c) | special, indirect or consequential loss or damage of any nature whatsoever. |
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| 11.6 | The EntroPay Service is limited to providing the User with a payment related services and does not ensure the quality, safety or legality of any transaction the User is undertaking with a Card or otherwise. The Service Provider does not have any responsibility for any goods or services for which User pays for using any Card and will not be liable for any charges, taxes or other duties in relation to such goods or services or otherwise be responsible where the use of the Card is contrary to any applicable law, regulation or requirement. |
| 11.7 | Nothing is this Agreement will exclude or limit any liability for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation. |
| 12.1 | From time to time the Service Provider may make changes to the terms and conditions of this Agreement and separate Schedule of Limits and Charges. Notice of any changes will be given on the EntroPay website www.entropay.com or by notifying you by e-mail provided that if the Service Provider makes any change to the User's disadvantage the Service Provider will, except in exceptional circumstances, give the User at least 30 day's notice in advance by e-mail, or post of any such change. The User understands and accepts that by continuing to use the EntroPay Service after being notified of a change, the User will be consenting to that change. |
| 12.2 | The Service Provider reserves the right to change the EntroPay Service from time to time. Unless the Service Provider cannot do so for security reasons or other reasons beyond its reasonable control, the Service Provider will give the User reasonable notice of such change(s). |
| 12.3 | The User may terminate this Agreement and thereby stop using EntroPay Service at any time by giving the Service Provider notice either by e-mail or in writing. |
| 12.4 | The Service Provider may terminate this Agreement by giving the User at least 30 days notice either by e-mail or in writing. However, the Service Provider may terminate this Agreement on shorter or immediate notice: (i) if the User breaches this Agreement; (ii) in the event of fraud or misuse of the EntroPay Service; (iii) in the event that the User becomes bankrupt or is subject to bankruptcy proceedings; (iv) where required by any applicable law or regulation; or (v) where otherwise so permitted under this Agreement. |
| 12.5 | No failure to exercise or delay in exercising any right or remedy by the Service Provider shall be a construed as a waiver of the Service Provider's rights or remedies under this Agreement unless otherwise agreed in writing by the Service Provider. |
| 12.6 | This Agreement together with the documents referred to in it and any variation to it constitute the entire agreement between the User and the Service Provider relating to the EntroPay Service. This Agreement supersedes all prior oral or written agreements, representations or warranties between the User and the Service Provider relating to the EntroPay Service. All liabilities for and any remedies in respect of any such agreements, representations or warranties are excluded, save only in respect of such as are expressly made or repeated in this Agreement. The User has not entered into this Agreement in reliance on any oral or written agreement, representation or warranty from the Service Provider which is not made or repeated in this Agreement. For the avoidance of doubt nothing in this clause shall operate to exclude liability for any fraudulent statement or act. |
| 12.7 | If any term of this Agreement is held to be invalid or unenforceable, then such provision shall be given no effect and shall be deemed not to be included in this Agreement, but the remaining terms of this Agreement shall continue to be valid to the fullest extent permitted by law. |
| 12.8 | This Agreement will be construed in accordance with English law and will be subject to the non-exclusive jurisdiction of the English courts. |
| 12.9 | A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. |