We will provide the Business Partner with services such as the following:
(a) Enabling Transactions to be routed to the Third Party Payment Partner (the “TPPP”) according to our routing and cascading methodology;
(b) Technical reception of the information regarding the status of Transactions provided by the acquirer;
(c) Information reporting including information related to Transactions, Transaction Fees, Refunds, Disputes, etc.;
(d) Dispute resolution interface, where applicable;
(f) Payout instruction interface;
(g) Technically enabling an access to the Business Partner via The Business Partner Portal to the statements relating to the Payouts, Business Partner Service Fees, and Deductions levied;
(h) Technical integration support
(i) Providing information and messaging about the status of the Transaction (e.g. authorized, declined, etc.), clearing and settlement advisement
(j) Value dating and crediting the amount of the settled Transaction to the Business Partner’s payment balance following our receipt of the funds
(K) Paying out the funds to the Business Partner Bank Account(s)
(a) Our acceptance of the Business Partner as a user of our Services and the relevant Payment Methods is strictly personal and limited to the use by the Business Partner of the Services for payment of the Business Partner’s own products and services.
(b) Support for each Payment Method is subject to acceptance by the relevant used, which the TPPP may withhold or withdraw at their discretion at any time.
(c) You and Your Authorized Representative individually affirm to XanPay that Your Authorized Representative is authorized on Your behalf to provide any information required in order for XanPay to provide the Services, to bind You to this Agreement, and to make any amendments to this Agreement in accordance with its terms, via the Business Partner Portal or any other method required by us. We may require You or Your Authorized Representative to provide additional information or documentation demonstrating Your Authorized Representative’s authority. Without the express written consent of XanPay, neither You nor Your Authorized Representative may register or attempt to register for a XanPay Account on behalf of a user XanPay previously terminated from use of the Services.
Where we provide the Business Partner with the payment routing service, we will record each settled Transaction to the Business Partner payment balance following our receipt of the corresponding funds.
Following the initiation of withdrawal from the Business Partner payment balance, we will initiate or procure the initiation of each Payout by bank transfer to the Business Partner Bank Account(s) provided to us via the initial XanPay online application process, and/or via the payout method indicated in the Business Partner portal.
We are only obliged to remit the funds related to the Transactions for which we have received settlement(s), and this is net of the Business Partner Service Fees and any applicable Deductions. It is the Business Partner’s responsibility to evaluate if the conditions of Payout (which are set by us, among others, taking into consideration the frequency of the TPPP’s settlements to us) are acceptable to the Business Partner before entering into this Agreement. Business Partner agrees that any overpaid and/or unduly received funds shall be, upon our written notice to the Business Partner of such overpayment, at our option: (i) deducted by us from the funds related to the subsequent Transactions before the next Payout(s), and/or (ii) refunded immediately by the Business Partner, and/or (iii) deducted from the Reserve Account, if any.
The Payout shall be subject to any bank transfer threshold set by the individual country’s banking system.
The Business Partner understands and agrees that, to the extent permissible by the Applicable Law, we will not compensate the Business Partner for late or non-performance, insolvency or bankruptcy the TPPP due to which there was a late Payout or non-Payout at all for processed Transactions.
Notwithstanding anything to the contrary in the Agreement, we reserve the right to withhold and/or defer Payouts related to Transactions if they are submitted for authorization, but suspected to be fraudulent, suspected to be related to illegal activities or likely to become subject to a Chargeback and/or the TPPP’s investigation, until satisfactory completion of our investigation, that of the relevant TPPP or that of a third party nominated by any of the parties hereby. The Business Partner will give its full co-operation to any such investigation. No interest will be due over amounts held prior to Payout to the Business Partner pending the satisfactory completion of our investigation.
(a) We will support the use by the Business Partner of the Payment Methods and currencies supported by our platform’s proprietary technology.
(b) We may decide at our reasonable discretion, to discontinue in certain circumstances the support of one or more of the Payment Methods or make future support conditional on the acceptance by the Business Partner of additional conditions or fees. We will give at least 1 month’s written notice of any discontinued or changed support of any Payment Method unless this is not reasonably possible given the cause for this decision. We will use our reasonable endeavor to offer an alternative for any discontinued Payment Method to the Business Partner.
If the Business Partner experiences problems with the Services, it may contact us via e-mail writing to support@xanpay.com, as per the following section of our website . We will investigate and notify the Business Partner whether the problem is related to the Services, determine the severity of the problem and use reasonable efforts to remedy the problem, if possible. We will notify the Business Partner upon the resolution of any request directed to us.
Obligation to provide Business Partner underwriting data, keep us informed of data changes, and provide any additional Financial information as required
(a) In order to enable us to comply with the Applicable Law, including but not limited to anti-terrorism, financial services, anti-tax evasion and antimoney laundering laws and regulations imposing Customer Due Diligence (“CDD”) requirements, as well as with the TPPP’s requirements, the Business Partner must, before entering into the Agreement, and thereafter on our first request, provide information: about itself, and in particular about its financial status, solvency and liquidity, its activities, its payment acquiring and processing arrangements, its shareholders, its ultimate beneficial shareholders, the Business Partner Products/Services, its registered office address, as well as any and all regulatory licences and registrations required to sell Business Partner Products/Services (herein defined as “the Business Partner Underwriting Data”). The Business Partner warrants unconditionally that all Business Partner Underwriting Data it provides to us is correct and up to date, and undertakes to provide us with at least five (5) Business Days prior written notice of any material change of the Business Partner Underwriting Data, including in particular (but not limited to) any change of its directors, shareholders and/or ultimate beneficial owners.
(b) In addition to data specified in (a) of this clause, we may also from time to time request the Business Partner to provide additional financial and other information such as relating to: (i) the current actual or expected delivery dates for processed Transactions; (ii) estimates for the average time between Transaction authentication and the related delivery date; (iii) Business Partner’s ability to provide the Business Partner Products/Services, and/or (iv) Business Partner’s financial status, solvency and liquidity. The Business Partner shall provide such requested information within five (5) Business Days of our written request.
(c) If the Business Partner fails to provide the data requested in accordance with paragraphs (a) and (b), we reserve the right to suspend the provision of our Services until such data is provided.
(d) The Business Partner agrees that we may run further checks on Business Partner’s identity, credit-worthiness and background by contacting and consulting relevant registries and governmental authorities or any other relevant sources.
(a) The Business Partner agrees to the following obligations and restrictions:
(i) The Business Partner will only use the Services for payment of those Business Partner Products/Services which the Business Partner registered for when entering into the Agreement with us, and which are reflected in the Business Partner Underwriting Data;
(ii) The Business Partner may not use the Services to facilitate the payment for products or services sold on the URLs other than the one(s) set forth in the Business Partner portal. It may not resell the Service to the third parties whether in its entirety or partially;
(iii) Prior to submitting Transactions in relation to the products and services which materially differ in value and/or type from those set out in the Business Partner Underwriting Data, and could as such impact either of the following: risk and fraud profile of the Transaction, compliance
with the Payment Schemes Rules, the TPPP’s Rules and/or the Applicable Law, the Business Partner must update its Business Partner Underwriting Data in writing;
(iv) The Business Partner is and remains solely responsible to ensure that the Business Partner Products/Services sold are compliant with the TPPP’s Rules, and the Applicable Law in its country and the countries its customers are based in
The Business Partner agrees to share with us the email address of the Buyers, in compliance with the applicable data protection laws, and procure and provide consent where required for us to contact the Buyers directly for the purposes of:
"www.xanpay.com", "XanPay", and all related logos, products and services described in our website are either trademarks or registered trademarks of XanPay. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of XanPay. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to us or our services or display them in any manner that implies XanPay’s sponsorship or endorsement.
Assignment
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the rights to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
Notices to you
You agree that XanPay may provide notice to you by posting it on our website or to your email address registered in your account. XanPay reserves the right to close your account if you withdraw your consent to receive electronic communications.
Your privacy
We will ensure that all your personal information is held in accordance with applicable data privacy law and our published Privacy Policy. Your use of the XanPay’s Services is subject to the Privacy Policy which you agree to as part of these Terms and Conditions. Please make yourself familiar with the Privacy Policy by visiting it on our website. XanPay in its sole discretion may amend the Privacy Policy by an update on the Privacy Policy page of the XanPay website. You may review the Privacy Policy at any time by clicking on the Privacy Policy section on the XanPay’s website.
You will receive notifications in the Business Partner portal or by email that will inform you about new product features promotions etc. By accepting these Terms and Conditions you agree to receive such notifications on a regular basis. If you do not wish to receive any notifications please contact us.
You acknowledge and agree that XanPay reserves the right to access and disclose personal data relating to you to comply with all applicable laws and lawful requests from government and/or other regulatory authorities and/or to protect XanPay and other users; and to disclose personal data to third parties if XanPay has reasonable reason to believe your use of the account is in violation of these terms or if XanPay is otherwise obliged or needs to disclose such information to any relevant authority.
Privacy of Others
All information received by using our service should be kept strictly confidential and only be used in connection with our services. You shall not disclose or distribute any of our users’ information to any third party or use such information for marketing purposes unless you receive our consent in writing to do so.
Registration of account with XanPay
Each registered entity is only entitled to one XanPay account. Business registration certificate or equivalent and Directors’ photo documentations recognized legally by the country of issue must be submitted for the Know-Your-Customer process.
Identity verification
You authorize us to make any inquiries we consider necessary to validate your identity and ownership of the account. This may include requesting for additional information and proof, requiring you to submit documentations to confirm ownership of the account.
Prohibited Transactions
You will not use the XanPay Services for any illegal fraudulent or other prohibited activity. If XanPay suspects that you may be engaging in or have engaged in a fraudulent illegal or prohibited activity including any violation of these Terms and Conditions, your access to the XanPay Services may be suspended or terminated. Additionally, depending on the severity of the violations we might contact law enforcement.
We reserve the right to suspend or terminate your use of the XanPay Services at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.
It is strictly forbidden to use the XanPay Services for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using the XanPay Services in any attempt to abuse exploit or circumvent any law or regulation.
If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section or without the necessary approval from XanPay we reserve the right to (i) reverse the transaction; (ii) terminate or suspend your use of the XanPay Services; (iii) report the transaction to the relevant law enforcement agency; and (iv) claim damages from you.
All pricing and fees are set forth in the Pricing and Fees page in your “My Account” section. The Pricing and Fees are incorporated herein by reference and form part of these Terms and Conditions. Pricing and Fees are subject to change in XanPay’s sole discretion upon notice to you.
You agree to pay all Pricing and Fees and your continued use of the XanPay Services indicates your continued acceptance of the Pricing and Fees. We will publish any updated Fees online and post a message to your “My Account” section of the Business Partner portal. If you are unclear as to any applicable Fee you should contact XanPay.
If your transaction involves a currency conversion it will be completed at a retail foreign exchange rate determined by XanPay based on the wholesale exchange rate at which XanPay is able to obtain the relevant currencies. These wholesale rates are provided by a range of financial institutions and are adjusted regularly based on market conditions. XanPay works with a large number of third party Service Providers in order to provide efficient cost effective currency conversion services and so it may not be possible to provide you with the actual or reference exchange rate information prior to conversion of a payment request or receipt.
Fees payable by you will be deducted from your Payout Available Balance and you hereby authorize us to so deduct such Fees. Transaction Fees will be charged when the transaction is executed. If your Payout Available Balance is insufficient to cover the Fees we may refuse to execute the payment.
If the deduction of Fees results in a negative Payout Available Balance you will be required to repay such negative balance. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately however we reserve the right at any time to send you reminders or to take other debt collection measures including but not limited to instructing a debt collection agency or attorneys or to pursue legal action. We reserve the right to charge you expenses we have reasonably incurred in connection with any debt collection or enforcement efforts.
Your payout account: XanPay will, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Payout Account”). You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you. If you update your Payout Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
A positive balance in your XanPay Account will result in settlement to your Payout Account and a negative balance in your XanPay Account will result in a deduction, set-off and/or debit of the amounts owed. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason.
Your Payout Schedule is specified in the Dashboard. XanPay may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your XanPay Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
We may terminate or suspend your use of the XanPay Services at any time on immediate notice. You may terminate your use of the XanPay Services with us at any time in accordance with the Closing Your Account provisions above. We may terminate or suspend your use of the XanPay Services with immediate effect including access to funds if or upon as applicable: (a) your violation of these Terms and Conditions (b) your provision of any false incomplete inaccurate fraudulent or misleading information (c) you are engaged in fraudulent money laundering terrorism financing or illegal activity or we reasonably suspect the same (d) we reasonably believe that your XanPay Account has been compromised or for other security reasons or (e) we are required to do so under any applicable law or regulation or at the direction of any regulatory law enforcement or other competent authority. We shall notify you either prior to the suspension or termination or if prior notification is not possible under the circumstances promptly after the suspension or termination unless we are prohibited by law to notify you.
Once we have received all necessary information from you and all transactions and applicable and/or outstanding fees and charges have been processed and deducted we will refund any available Payout Balance to you provided that: (i) you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and (ii) we are not required to withhold your funds by law or regulation or at the request of the police a court or any regulatory authority