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Live Payment Gateway Terms and Condition for Merchants
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The following terms and conditions shall apply to you as client
(“Client”), with access to the Live Payment Gateway, Live Payment Management
Backend and use of certain intellectual property and confidential information as set out herein, all of which are the property of Live Payment Gateway llc., a company registered under the laws of USA with LPG registration number 703710 and having its registered office situate at Oregon, USA (the “LPG”).
1. Nature
As a Client of Live Payment Gateway, you are hereby entering into these Terms and Conditions, together with supplemental conditions hereto, with the LPG as owner of said payment gateway, which shall henceforth regulate the relationship between you and the Live Payment Gateway.
2. Services
2.1 The LPG shall grant to the Client access to the Live Payment Gateway,
Live Payment Gateway Management Backend and use of certain intellectual property and confidential information (“Services”).
3. LPG’s Obligations
3.1 The LPG shall use its best efforts to provide to the Client a reliable technical facility to process the online transactions made by the client or its customers on the Client’s website via the related Payment Processing Networks.
3.2 The LPG grants to collect the money from customers on behalf of the Client and transfer it to Client’s account with the details that defined on the Cash Collection Agreement between LPG and the Client.
3.3 The LPG accepts responsibility for the security of cardholder data in their possession and commits to take the necessary precautions and security measures to keep the data secure.
3.4 The LPG shall not be in any way responsible or pay any compensation for any down-time that may occur.
3.5 Further to Clause 3.4 above, the Client shall not be entitled to any compensation from the LPG in the instance that the acquiring bank withdraws its access.
4. Confidentiality
The LPG will maintain the confidentiality of each transaction and will not collect or otherwise deal in commercially sensitive information, except to the extent necessary for the Services.
5. Fees
5.1 The applicable setup, monthly and transaction fees for the service vary
according to the needs of the Client and will be defined in the Proposal.
5.2 If the Client is using a Bank account in some specific countries which will be defined in the proposal, the LPG reserves the right to give instructions to the bank to automatically withdraw the transactions fees due (inclusive of VAT).
5.3 The LPG undertakes not to increase its fees for up to one (1) year from the date of these Terms and Conditions. After that period the LPG reserves the right to revise the said fees, which will become payable from the earlier of 30 days after a notice in respect of the fee is posted on this site or given to the client.
5.4 The LPG reserves the right to disconnect the client if any invoices remain unpaid for sixty (60) days after the due date.
6. Authority
6.1 The Client authorises the LPG, the Bank and any other required party to:
(a). discuss any matter that related to the establishment of an Internet Merchant Account, the provision of the payment Services and the Client’s Obligations;
(b). complete and/or correct any details; and
(c). provide where necessary a copy of these Terms and Conditions as evidence of the granting of such authority.
7. Software
The LPG licenses to the Client on a non-exclusive non-transferable basis for use on the Website during the term of these Terms and Conditions, such software as is necessary to link the Website to the Payment Gateway.
8. Client’s Obligations
8.1 Without limiting the Client’s obligations under these Terms and Conditions, the Client undertakes to:
(a). comply with all reasonable directions by the LPG relating to the Payment Gateway including implementing
only an interface exactly to the specification provided; and
(b). comply with all technical, security and privacy standards set out by the Bank and the card scheme providers and provide evidence of compliance to the LPG upon request.
9. Commencement and Term
9.1 The Services will commence once you have validly completed the registration process to the LPG’s satisfaction, accepted these Terms and Conditions and all supplementary terms and conditions hereto and when the Merchant Account is integrated with the Payment Gateway.
9.2 There is no minimum term of agreement between the LPG and the Client, in that the Client may cease using the service on providing the LPG with ten (10) days written notice.
10. Withdrawal of Payment Services
10.1 The LPG reserves the right to immediately and without prior notice to the
Client, refuse, withdraw or temporarily suspend, the payment gateway service, or any part thereof, in the event that:
(a). the Client fail to comply with its obligations;
(b). if advised to do so by any Bank, Visa, MasterCard or legal authority of the countries;
(c). if fraud or the inability of Client to meet charge backs is suspected;
(d). if the Client is suspected of not meeting security standards set out by the Bank or card scheme providers;
(e). if this Agreement is terminated for any reason; or
(f). a service upon which the Payment Gateway relies is unavailable.
10.2 The Client waives his/her right to take any action in respect of any damage or loss sustained no matter how, arising from Live Payment Gateway’s cancellation or suspension of the Client’s services in accordance with this agreement.
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THIS
CLAUSE 10 HERE ABOVE
11. Liability
11.1 The LPG shall under no circumstances be responsible or liable to the Client in contract, tort or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses.
11.2 The LPG shall in no manner be responsible or liable for any loss or damages suffered by the Client save for any instances arising solely from direct fault of the LPG.
11.3 Further to Clause 11.2 above, the Client shall not hold the LPG responsible or liable for any loss or damages the Client may incur as a result of the LPG taking any of the actions described under these Terms and Conditions.
11.4 The LPG shall not be responsible or liable for any loss of income/orders or perceived loss of revenue as a consequence of downtime (or any other inactivity or inoperability) of Website.
11.5 The LPG will not accept liability for downtime, loss of revenue or loss of information, resulting from the deletion of products, product options, categories or the failure of the system.
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THIS
CLAUSE 11 HERE ABOVE
12. Indemnity
12.1 The Client shall indemnify and hold harmless the LPG against any loss or damage (including costs) that may be awarded or agreed to be paid to any person in respect of a claim or action arising: (a) in respect of any breach of these Terms and Conditions; or (b) in respect of the Client violation of any law or the rights of a third party.
12.2 The Client additionally undertakes to fully compensate the LPG in full for any losses, damages or costs, including all reasonable legal fees incurred, arising: (a) in respect of any breach of these Terms and Conditions; or (b) in respect of the Client violation of any law or the rights of a third party.
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THIS
CLAUSE 12 HERE ABOVE
13. Restricted Use
13.1 You will not and warrant that you will not:
a. Copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any part of the site or the services;
b. Transfer or attempt to transfer any part of the site or services or your right to access them or otherwise make them available to any other person;
c. Attempt to discover the LPG’s source code;
d. Sublicense, rent or lease any portion of the site or services;
e. Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the site and services, or create derivative works from the site or services except so far as such actions are permitted by applicable law notwithstanding this limitation or are approved in writing by the LPG;
f. Use the site or the services for any illegal purpose;
g. Allow your account to be used for any illegal purpose; or
h. Allow your account to be used by another person for any purpose.
13.2 Further to Clause 13.1 above, if you learn of:
a. Any infringement of threatened infringement of the intellectual property or confidentially; or
b. Any common law passing-off which may cause deception or confusion to the public by a third party,
You must immediately notify the LPG in writing giving particulars of the infringement or threatened infringement.
14. Privacy
14.1 The LPG holds a strict privacy policy and promises to never divulge Client details to any other client, existing or potential.
15. Marketing
15.1 The LPG reserves the right to use Client’s LPG or trading name in any promotional or marketing material it deems fit. This may be in print form, TV, radio or Multimedia (including Web).
16. No Waiver
16.1 The delay or failure of the LPG to enforce any terms and conditions shall not be deemed to be a waiver of the said terms and conditions and shall in no way affect their validity or the right of LPG thereafter to enforce all or any of such terms and conditions.
17. General
17.1 These terms and conditions shall be binding upon and inure to the benefit of the parties hereto and their respective legal successors but shall not otherwise be assignable by either party without the written consent of the other which consent shall not be unreasonably withheld.
17.2 If any provision of these terms and conditions is agreed by the parties to be illegal, void or unenforceable under any law applicable hereto or if any court of competent jurisdiction in a final decision so determines, this Agreement shall continue in force save that such provision shall be deemed to be excised herefrom, with effect from the date of such agreement or decision or such earlier date as the parties may hereby agree.
17.3 The headings in to these terms and conditions are for convenience only and shall not have any legal or interpretative effect.
18. Governing Law and Disputes
18.1 The construction, validity and performance of to these terms and conditions shall be governed in all respects by JURISDICTION OF UNITED KINGDOM COURTS.
18.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the United Kingdom as at present in force. The language to be used in the arbitral proceedings shall be English. Arbitration in terms of this Clause shall constitute the sole and exclusive remedy for the resolution of disputes, controversies of claims arising out of or relating to this agreement, or the breach, termination or invalidity thereof.
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