Terms and conditions – FaizPay Merchant App

Use of the FaizPay Apps is subject to:

• The FaizPay Consumer App Terms & Conditions
• The FaizPay Merchant App Terms & Conditions (below)

Use of the FaizPay website (https://www.FaizPay.com) (“website” below) is subject to:

• the terms and conditions
• the privacy policy.

THE FAIZPAY MERCHANT APP TERMS AND CONDITIONS 

These terms and conditions apply to the professional use of FaizPay by merchants and are  valid from 1 May 2020. The information in these Terms and Conditions is subject to change. 

1. GENERAL 

1.1 Definitions and applicability 

1.1.1.FaizPay Ltd (“we”, “us” or “our”) provides payment initiation services under the brand  name FaizPay. For offering (part of) our services to you we may make use of local payment  service agents. By using our services, you can accept payments made by consumers using  FaizPay (“App User(s)”) via our own application or applications offered by Partners in which  FaizPay is available (any of these applications: the “App”). 

1.1.2. These terms and conditions (the “Terms and Conditions”) apply to your use of our  services. By signing the contract to acquire our services (together with the application form, if  applicable, referred to as the “Contract”), you confirm that you have read and accepted these  Terms and Conditions and our Privacy Policy, which can be found e.g. on our website and on  the App. You also confirm that we, or our Partner(s) if applicable, can provide you with these  documents (including any changes thereto), and any other information regarding our services  (collectively also referred to as the “Materials”), in electronic form only. 

1.1.3. For the purposes of these Terms and Conditions the terms below are defined as follows: ● Affiliated Bank: A bank that we have entered into an agreement with for the execution of  Payment Orders, initiated via FaizPay, for customers of that bank. A list of Affiliated  Banks can be found on www.FaizPay.com/affiliated_banks. 

● API: The set of functions, routines, protocols and procedures by which you are  integrated with FaizPay. 

● API Key(s): The access codes and tokens made available to you, to enable the use of  and access to the APIs. 

● Bank Account: The bank account(s) corresponding to the IBAN(s) you provided in the  Contract as the account(s) you wish to receive Payment Transactions on.

● Merchant: A natural person or legal entity that has entered or will enter into an  agreement with us, operating in a professional capacity, intending to receive payments  through FaizPay in exchange for providing goods or services to the App User.

● FaizPay Property: the Merchant App, www.faizpay.com and the website, the Desktop  App and any related materials from our licensors used by us or Materials used by our  licensees, as well as any other materials provided by us or our Partners for the use of  our services such as API Keys and the APIs. 

● Merchant App: The online environment in which you can interact with us and retrieve  and monitor your transactional and business (real time and historical) data.

● Partner: An entity that, with our approval, enables the use of FaizPay through the  integration of FaizPay and possible

● Value-added services (“VAS”), with the Partner’s own services or products.

● Payment Order: An instruction, given to us by an App User via the App to initiate a  Payment transaction on his behalf and for his account. 

● FaizPay: The services provided by us hereunder and our mobile payment solution,  which e.g. provides you the possibility of receiving payments made by App Users.

● Payment Transaction: A payment for goods or services, instructed and authorised by an  App User via the App, to be credited to you or for your account. 

● Working Day: A day determined by the European Central Bank as one on which banks  are open for the performance of payment services, with the exception of Saturdays,  Sundays and other non-working days: 1st of January, Good Friday, Easter Monday, 1st  of May, and 25th and 26th December. 

● VAS: Value-added services which are (premium) features or add-ons to FaizPay,  intended to add functionality for the benefit of App Users and/or Merchants and Partners. 1.1.4. The most recent versions of these Terms and Conditions and other Materials are  available on www.FaizPay.com and/or on our App 

1.2. Requirements and information 

1.2.1. We are a regulated payment institution and, as such, are subject to various legal  requirements, including but not limited to requirements on the combating of anti-money  laundering, terrorism financing and/or financial fraud and “know-your-client” requirements. In  turn, to be able to use our services, we require, amongst others, that you: 

I. have a registered address in the UK and/or the European Union and provide us with a  UK or/and European Union bank account; 

II. declare to act for your own account and acknowledge that you are prohibited to accept  payments on behalf of third parties; 

III. will not use FaizPay for activities or purposes which are in violation of applicable laws or  regulations, or could have a harmful effect on us, our Partners’ and/or FaizPay’s  reputation; 

IV. explicitly confirm that your ultimate beneficial owner(s) or legal representative(s) are not  (i) identified on sanction lists or (ii) residents/citizens of countries considered of high risk  for the purposes of anti-money laundering and counter terrorist financing; 

V. provide us, or our Partner(s) if applicable, with all the information requested in the  Contract, such as your full legal name and trade name, type of business, statutory  address, contact details, and details of your authorised representative(s) and ultimate  beneficial owner(s); 

VI. comply with any request for further or additional information that we may request  throughout (i) the client acceptance process or (ii) the term of this Contract; VII. explicitly confirm that we may trust that any information you have or will provide to us or  our Partners if applicable is correct, accurate and complete, until you notify us of the  contrary. 

1.2.2. You must notify us, or our Partner(s) if applicable, immediately about any material change  in your business activities and, without undue delay, within 30 days, of any change/update to  the information provided under Clause 1.2.1 above, as well as to any other information you have 

provided to us. Our contact details are contained in the Contract and can be found on  www.FaizPay.com or on our local websites. 

1.2.3. We have the right, without being obligated to pay you any form of compensation, to (i)  refuse offering you our services; and/or immediately (ii) apply any of the measures as set out  under Clause 6, if we have reasons to assume or believe you may offer products or services  which could, among others, relate to: 

I. pornography or adult content (unless it, represents only a non-substantial part of your  activities) bestiality, perversity, prostitution and/or child pornography; 

II. gambling and/or games of chance activities, unless you have the required licences from  the relevant supervisory bodies and/or authorities; 

III. money remittance or anonymous, untraceable or difficult-to-trace financial products,  such as phone credit, crypto-currencies or prepaid cards with credit; or 

IV. weapons/military, and any activities that are illegal according to your local legislation. 1.2.4. In the event that information and materials necessary for conclusion and/or the execution  of the Contract are not (timely) at our disposal, or otherwise not in accordance with the  provisions of the Materials, we shall, without prejudice to our other rights and remedies, be  entitled to (i) deny the conclusion of a contract, (ii) suspend the execution of the Contract, or (iii)  to wholly or partially terminate the Contract. 

1.2.5. You are solely responsible for checking if the Bank Account is your bank account. If the  Bank Account is not your bank account, we will not be liable to you for any amounts of Payment  Orders transferred to the Bank Account. 

2. PAYMENTS 

2.1. Data for Payment Orders 

2.1.1. In order for App Users to give Payment Orders, you will provide them with a FaizPay  supported QR code (Quick Response code) or NFC card, a payment link navigating Web and  App Users to the App or another payment identifier, as applicable. 

2.1.2. You are not allowed to copy the FaizPay supported QR codes or NFC cards, distribute  them or use them in any other way than to provide App Users with the possibility of making  payments for your products and/or services via FaizPay. 

2.1.3. We may give you further binding instructions and stipulate requirements and restrictions  for the use of FaizPay. 

2.2. Initiating and paying out Payment Orders 

2.2.1. Payment Orders given by App Users who have bank accounts with an Affiliated Bank, will  be sent by us to the App Users’ banks, in order for the bank to credit the amounts directly to the  Bank Account. 

2.2.2. We will notify you of the (status of) Payment Orders and Payment Transactions. This will  be displayed to you through the API and/or Merchant App. 

2.2.3. We, or the customer account foundation we may use, are responsible for: I. correctly sending the Payment Order to the App User’s bank and providing you with the  status of the Payment Order, if an App User has a bank account with an Affiliated Bank;  or

II. instructing our bank to transfer the respective amount to the Bank Account, if an App  User does not have a bank account with an Affiliated Bank.If we provide you the status  Succeeded via the Merchant App or API, the amount of the Payment Order will be  transferred to the Bank Account, unless your bank or the payer’s bank cannot process  and/or execute the Payment Order for reasons related to you or the payer or for  regulatory reasons. We, or the customer account foundation we may use, do not have  any further obligations and/or responsibilities for the execution of an App User’s  Payment Order. 

2.3. Payment fees

2.3.3. FaizPay reserves the right to charge maintenance fees. Such fees are agreed upon signing a bespoke contract.

3. ANCILLARY SERVICES 

3.1. Refunds initiated by Merchants 

3.1.1. Merchants may refund Payment Transactions when an App User chooses to return a  product or cancel a service. We shall provide the App User’s bank account details via an API for  you to make payment to the App User for the amount of the Payment Transaction. We may  block your access to this API in case of fraudulent, suspicious or excessive use thereof. 3.1.2. You must refund the Payment Transaction to the App User immediately after the goods in  question have been returned to you or the relevant service has been canceled.  

3.2. Refunds initiated by others 

3.2.1. If the Bank Account has wrongly and/or unduly been credited, e.g. as a result of a  technical or administrative error, you must immediately repay us the respective amount. We, or  the customer account foundation we may use, are authorised to debit the bank account  3.2.3. You will keep updated and meticulous records of the goods returned which were paid for  using FaizPay, as well as evidence of the date the goods were received and the FaizPay  transaction ID. We have the right to inspect your records at any time. You will retain these  records for at least 13 months after termination of the Contract. 

3.3. Billing 

3.3.1. The fees due by you to us for our services are described in the Contract or elsewhere in  the Materials. We can make changes to the fees. You will be notified of this no later than one  month before the date on which the changes come into force. You have the right to terminate  the Contract until the changes come into effect, which termination shall be effective the date the  changes come into force. 

3.3.2. You are required to pay any invoiced amount within 30 days. If an invoice is not paid after  30 days, we are authorised to suspend our provision of FaizPay to you without further  notification. Any disputes regarding the invoice or the invoiced amount shall not affect our rights  under this Clause 3.3.2. 

3.3.3. We will send you invoices for the amounts you owe us.  

3.3.4. All amounts owed to us for your use of our services on the basis of the Materials will be  charged to you, without you having the right to deduction, set-off or counterclaim regarding the  claim we have on you.

3.3.5. Unless explicitly stated otherwise, all amounts owed to us for your use of our services are  cited in the Materials excluding VAT. If VAT must be charged, you will pay (in addition to and at  the same time as the original amount and to the same recipient of the original amount) an  amount equal to the amount of the VAT. 

3.4. Payment and marketing fees

3.4.1. FaizPay charges a transaction fee for each transaction initiated via the service. It can vary depending on the contract. The base fee is 0.3% of the transaction value.

3.4.1. FaizPay charges a marketing fee when a merchant uses the ‘Promotion’ functionality on the Merchant App. The marketing fee is set at 5% inclusive of the transaction fee.

3.4.3. FaizPay reserves the right to charge maintenance fees. Such fees are agreed upon at the time of signing a bespoke contract.

4. FaizPay Property 

4.1. Use of FaizPay Property 

4.1.1. You will use FaizPay Property in accordance with the Materials or any instructions  provided to you. FaizPay Property is strictly personal and non-transferable and you may not  alter, copy or reproduce it. We can make changes to FaizPay Property at any time to improve  the functioning of FaizPay or for any other reason. 

4.1.2. Upon receiving FaizPay Property, you will take all measures required by us for keeping  the FaizPay Property and its 4 personalised security features secure. 

4.1.3. You must notify us, or our Partner(s) if applicable, immediately—by either contacting us  by phone, or, if you are unable to do so, emailing us, the contact details for which can be found  in the Contract or on our website—if you have knowledge of: 

i) the loss, theft, unlawful or unauthorised use of FaizPay Property, means of access to FaizPay  Property or one of the other personalised security features; or 

ii) a virus, spyware, unauthorised access to FaizPay Property, a technical incident or any error  that could jeopardise the security of FaizPay, FaizPay Property, means of access to FaizPay  Property or one of the other personalised security features. 

4.1.4. If you do not notify us, or our Partner(s) if applicable, immediately in accordance with  Clause 4.1.3, it will constitute gross negligence. Immediately after this notification, you must  send us an email confirmation thereof referencing the date, time and all other relevant  information, if you have not yet done so. 

4.1.5. Upon receiving notification under Clause 4.1.4, we can take appropriate measures to  prevent (further) abuse of the FaizPay Property by, inter alia, blocking access to  www.FaizPay.com, the Merchant App and/or the API’s. At your request, we will, for 18 months  following your notification, provide you with the means of proving that you made such  notification. 

4.1.6. You guarantee, and are responsible for ensuring, that any person who has access on  your behalf to FaizPay Property observes and complies with this Clause 4.1 and all other  obligations laid down in the Materials. 

4.1.7. If requested to do so, you will immediately destroy or return to us the FaizPay Property,  the personalised security features, and the instruments for using or gaining access to FaizPay  (to the extent these can be returned). 

5. SYSTEM REQUIREMENTS AND SECURITY 

5.1. System requirements and security 

5.1.1. You will comply with and follow instructions and requirements for the implementation,  access and use of FaizPay Property as determined by us. Additionally, you will maintain  relevant and sufficient safeguards to protect the security and stability of the connection with  FaizPay Property and our infrastructure.

5.1.2. We are not liable for any loss and/or damage to you as the result of i) changes in the  APIs, software or equipment provided by us, ii) incorrect functioning of your equipment or  software, iii) failure to follow our instructions, iv) failure to satisfy the conditions for the  implementation of, access to and use of FaizPay Property 

or v) any other failure whatsoever of FaizPay, the FaizPay Property, the App or our services. If  you engage a third party for implementing the FaizPay Property, you remain fully liable and  responsible to us for any actions of such third party. 

5.1.3. We, or a third party designated by us, are authorised to inspect your equipment, hardware  and software as well as your compliance with the security requirements. 

6. INTERRUPTIONS OF SERVICE 

6.1. Changes to the availability of FaizPay 

6.1.1. We have the right to unilaterally change, revise, expand, terminate, suspend or interrupt  FaizPay with immediate effect, if we cannot reasonably be expected to continue providing the  services in the same manner. In such cases, we shall notify you as soon as can reasonably be  expected of us. 

6.1.2. You will promptly notify us, or our Partner(s) if applicable, if you determine that FaizPay is  partially or entirely unavailable and/or is not working properly. 

6.2. Refusal and suspension of Payment Orders 

6.2.1. We can i) refuse to initiate a Payment Order entirely or in part, ii) suspend initiation of a  Payment Order entirely or in part or iii) suspend payment pursuant, if: 

● there are doubts about the validity of the Payment Order or the identity or authority of the  person giving the Payment Order; 

● we consider the Payment Order may reasonably be in breach of applicable legislation,  regulations or our internal policy; 

● the Payment Order exceeds a monetary limit applicable to the App User, and/or is in  breach of Clause 1.2.3; 

● there is a suspicion of unlawful or fraudulent use of FaizPay – by you or your customers  – or of irregularities in relation to the security thereof; 

● we believe the interests of an App User, the Merchant, a bank, our own interests, laws  and regulations and/or a competent authority require us to do so. 

6.2.2. Unless prohibited by laws or regulations, we will notify you of our refusal to perform a  Payment Order and, if reasonable, of the reasons for the refusal and the procedure for  correcting any factual errors which resulted in the refusal. 

6.3. Blocking 

6.3.1. We are authorised to block the Merchant App, the API Keys, www.FaizPay.com, the  payment function integrated in your shop and/or FaizPay for reasons connected with i) the  security thereof or ii) suspicion of incorrect, unauthorised or fraudulent access thereto or use  thereof. 

6.3.2. In the event of blocking, we will notify you, if possible in advance, of the blocking and the  reasons for it, unless such notification would conflict with objectively justified security 

considerations or is restricted or prohibited by applicable laws or regulations. We will lift the  block as soon as there is no longer any reason for it. 

7. LIABILITY and INDEMNIFICATION 

7.1. Limitation of liability 

7.1.1. We are only liable to you for direct loss or damages, directly attributable to us, regardless  of the basis for this liability. Such liability is limited to the amount of the respective Payment  Order and at all times no higher than the total amount of fees paid by you to us, or paid to our  Partner(s) in relation to your use of FaizPay, in the year preceding the (first) event that lead to  this liability. 

7.1.2. We are not liable for any indirect or consequential damage or loss, regardless of the basis  of the liability. Indirect and consequential damages or loss consists of, but is not limited to, lost  profit; reputational damage; the costs of purchasing an equivalent services or product; and loss  of business activities, commercial opportunities, goodwill, data, expected savings, customers  and contracts, regardless of whether the loss or damage was foreseeable. 7.1.3. Notwithstanding Clause 7.1.1, we are not liable if any loss or damages, incurred by you or  a third party, as the result of your failure to comply with the Materials, including but not limited to  these Terms and Conditions, or the result of the interruptions to our services detailed under  Clause 6. 

7.1.4. However, clause 7.1.1 and 7.1.2 shall not restrict our liability for damages or loss caused  by our wilful misconduct or gross negligence. 

7.2. Warranties 

7.2.1. We only warrant that at the time the Contract is concluded, FaizPay is free from any virus,  time bomb, Trojan horse, worm, drop dead device, or other software code or routine designed to  damage the software, provided that the foregoing shall not apply if the same could not have  been detected by us using commercially reasonable virus detection or other scanning practices. We do not guarantee that FaizPay, the App or the FaizPay Property will be available  at all times, free of interruption or complete, nor that it will be free of errors or faults. We are not  liable for any loss or damage as the result of the use of (or inability to use) FaizPay, our  websites, the Merchant App, or incorrect and/or incomplete information. 

7.2.2. The Merchant App or our websites may contain links to websites operated by third  parties, or these websites may contain links to the Merchant App or www.FaizPay.com. We are  not liable for the operation, use or content of these third-party websites. 

7.3. Indemnification 

7.3.1. You indemnify us for direct, indirect and consequential damage, loss and costs (including  legal costs) that are suffered or incurred by us or which arise from or are related to, amongst  others: 

● FaizPay becoming involved in a dispute, court case, out-of-court proceedings or out-of court (recourse) proceedings between you and a third party; 

● the collection of amounts that you owe us, or our Partner(s), related to your use of  FaizPay;

● third-party claims against us, relating to your use of FaizPay, unless these were caused  by our wilful misconduct or deliberate recklessness; 

● a third party engaged and/or contracted by you for implementing the FaizPay Property  and/or FaizPay; 

● your failure to comply with the Materials and/or any of our instructions to you; and/or ● a fraud committed or supported by you. 

7.4. Force majeure 

We are not liable vis-a-vis you for the failure to comply with any obligation under the Materials if  this failure is the result of something that is beyond our control, including but not limited to,  natural disasters, war or terrorist acts, industrial disputes, strikes, the dropout or non-functioning  of transfer or communication facilities of clearing or settlement organisations, power outages,  legislation and regulations from national, foreign and international administrative, civil or judicial  authorities. In such cases, we will take the actions and measures that are reasonably necessary  to limit the negative consequences to you. 

8. TERM AND TERMINATION 

8.1. Term and termination 

8.1.1. The Contract is concluded for an indefinite period of time. 

8.1.2. You can terminate the Contract in writing at any time by sending us, or a Partner if  applicable, an email from an email address you have communicated to us or by signed letter,  observing a one-month notice period. All amounts you owe us under the Materials are  immediately exigible in the event of termination. 

8.1.3. We can terminate the Contract in writing at any time, observing a one-month notice  period. 

8.1.4. Notwithstanding Clause 8.1.3, we are authorised to terminate the Contract with immediate  effect, block your access to FaizPay and/or suspend the provision of our services to you,  without being obligated to pay you any form of compensation: 

● if it is unlawful for us to provide the service to you; 

● if we have determined or reasonably suspect that you are using or have used FaizPay  for activities or purposes which 

i. are in violation of legislation or regulations,  

ii. could damage our reputation or  

iii. undermine the integrity of the financial system; 

● if we receive suspension or termination instructions from a Partner, supervisory  authority, government agency; 

● if you no longer use FaizPay for the purposes of your profession or business; ● in the event of (an application for) your bankruptcy, insolvency, a moratorium,  suspension of payment, dissolution or liquidation or any other similar procedure; ● if you use an API for anything other than its intended use under the Materials; if the number of Payment Transaction reversals and/or refunds varies abnormally from  the average (having regard to your respective business sector); 

if we receive an unusual amount of complaints from App Users about you;

if you fail to comply with your material obligations under these Terms and Conditions,  and in any case, if you breach your obligations under the following Clauses 1.2.1, 1.2.2,  1.2.3, 2.1.2, 3.2.2, 3.2.2, 3.3.1, 3.3.2, 4.1.1, 4.1.2, 4.1.3, 4.1.7, 5.1.1, and/or 12.5 or  commit fraud (or when this alleged by a government body); 

● if a (prejudgment) attachment is levied, or recourse is sought otherwise on your claims  on us; 

● if you do not comply with an obligation under the Materials and do not correct this non compliance within five Working Days after receiving a notification from us; and/or ● if there is another material reason of such nature that we can no longer reasonably be  required to continue the Agreement and to take the one-month notice period into  account. 

8.1.5. Upon termination, the licence granted pursuant to the Contract expires with immediate  effect. You must cease all use of the trademark, logo and name of FaizPay and are required to  remove FaizPay (including the trademark, logo and name) from your online shop, sales point(s),  website or communications within 15 Working Days. If you in any way fail to comply with the obligations set forth in this Clause, you will forfeit an immediately due and payable  penalty of £10,000 and £1,000 for each day the breach continues, without any further act or  formality being required. The foregoing shall be without prejudice to all our other rights,  including the right to claim performance and/or compensation for the loss or damage caused by  such breach, insofar as this exceeds the penalty forfeited. 

8.1.6. After termination, all fees for use of FaizPay and all other costs and fees related to  FaizPay, regardless of whether these relate to Payment Transactions that have taken place  prior to or after the termination, are immediately exigible. 

9. TRANSFERABILITY 

9.1. We may transfer the Contract or (part of) our rights and/or obligations pursuant to the  Contract and/or under the Materials to a third party, without any restriction, in connection with a  transfer of the undertaking of FaizPay to a third party. By agreeing to these Terms and  Conditions, you herewith consent in advance and agree to cooperate where required with  respect to such (partial) transfer. In case of such (partial) transfer we shall notify you as soon as  can reasonably be expected of us. 

9.2. Without our prior written permission, (i) your rights and obligations under the Materials  cannot be transferred and (ii) your claims against us cannot be transferred or encumbered with  a pledge, privilege or any other security right. 

10. COMMUNICATION 

10.1. Contact details and communication 

10.1.1. You will provide us with your contact details and notify us no later than five Working  Days in advance of any change to these details. If your contact details are not, or no longer,  known to us or cannot reasonably be retrieved by us, and you are at fault for this, we can  attempt to obtain your contact details without being obligated to do so and at your expense.

10.1.2. When you have contact with us, you may be required to provide identification in  accordance with the method or document that we have adopted. We may carry out additional  checks. You can be expected to answer questions to confirm your identity. 10.1.3. In connection with your services and to provide you with information, we may contact  you by email, telephone or by letter. Communication between you and us will take place in  English. 

10.1.4. Our contact details are contained in the Contract and can be found on  www.FaizPay.com. 

11. DATA PROTECTION AND BANKING SECRECY 

11.1. For the purposes of providing our services to you, we need to process your data, some of  which can be personal data. Please read our Privacy Policy, which can be found on  www.FaizPay.com to understand how we obtain, process, share and store your personal data,  and for what purposes. 

11.2. You explicitly consent to us using the personal data necessary for the purposes of  providing you with our payment services. 

11.3. In providing our services, we can make use of third parties and affiliates, including but not  limited to our Partners, the customer account foundation we may use, and our subsidiary,  FaizPay Ltd. (located in the UK), and outsource certain activities. You explicitly consent to such  outsourcing and the required processing and transfer of (client) data, and waive any  banking/professional secrecy rights, in order to enable the proposed use of the data. 

12. VARIOUS PROVISIONS 

12.1. Status of these Terms and Conditions 

12.1.1. We can change these Terms and Conditions and the Contract at any time. We, or our  Partners if applicable, will notify you of such changes no later than one month prior to the date  on which they enter into force. You will be deemed to have accepted the changes unless you  notify us, or our Partner(s) if applicable, before the date of their proposed entry into force that  you do not accept them. In such a case, the Contract will end on the day the changes enter into  force, at which time all claims that we have on you become immediately due and exigible. 12.1.2. In the event of a contradiction between the Contract and these Terms and Conditions,  the provisions in the Contract shall prevail. 

12.2. Third parties 

12.2.1. Unless explicitly stated otherwise, the Materials do not establish any rights between us,  or our Partners, and third parties. 

12.3. Evidence

12.3.1. The data from our records serve as conclusive evidence between you and us,  notwithstanding evidence to the contrary supplied by you. We are not obligated to keep our  records for a longer period than the retention period required by law. 

12.4. Set-off 

12.4.1. We have the right at all times to set off all of our claims against you, regardless of  whether these are exigible or conditional, with claims you have on us, regardless of whether these are exigible or not and regardless of the currency in which these claims are denominated. 12.4.2. We may use a customer account foundation to make payments to you, including but not  limited to the pay-out of Payment Orders in accordance with Clause 2.2.4. As such, any  payments made to you by the customer account foundation will be deducted from any claims  you have on us. 

12.5. Property rights and intellectual property rights 

12.5.1. You are granted a strictly personal, non-exclusive and non-transferable licence to install  and use the software on your system and to use the Merchant App and FaizPay, for the  purpose of the provision of FaizPay and in accordance with these Terms and Conditions. No  intellectual property rights are transferred to you. This licence expires when the Contract ends. 12.5.2. We—and/or the party who has granted us the right of use—retain all rights, including  property rights, copyrights and intellectual property rights, to all FaizPay Property, as well as all  rights to all information, recommendations and (other) services performed. 12.5.3. The trade names, trademarks and logos of FaizPay are our property or the property of  our licensors. You are granted a personal, non-exclusive right to use our name, trademark and  logo which relate to FaizPay, but exclusively for the purpose of providing FaizPay services. This  right does not include the right to grant any sub-licence to any other party. 12.5.4. For the duration of the Contract, we are authorised to use, on a non-exclusive basis,  without acquiring any form of ownership, your name, trademark and logo for the purposes of  indicating that you are using FaizPay, 

for directing App Users to your points of sale, for loyalty programs and for our marketing  materials, unless agreed otherwise in the Contract. 

12.5.5. You are not permitted to alter, copy, sell or grant a licence to (the content of) FaizPay  Property, in order to produce derived works therefrom or to use these in order to create any link,  hypertext or deep link from or to FaizPay, www.FaizPay.com or our local websites. 

12.6. Partial invalidity/unenforceability 

12.6.1. If at any point any provision of these Terms and Conditions is or becomes illegal, invalid  or unenforceable in any respect pursuant to legislation or regulations or in any jurisdiction, this  will in no way affect or damage the lawfulness, validity or enforceability of the other provisions.  Notwithstanding this, in such an event we will adopt one or more new provisions that implement  the intention of the original provision(s) as much as possible. 

12.7. E-signatures 

12.7.1. In the event that you electronically sign the Contract within the mobile application of (a)  Partner(s) you i) accept the validity of electronically signing the Contract with your personal 

security details as these are known to this third party, ii) agree that this electronic signature  complies with the legislative requirements regarding its attributability and integrity, and iii) agree that an electronic signature, provided in accordance with this Article 12.7.1, has legal effect and  constitutes valid and sufficient evidence that you agree to be bound by the Contract and these  Terms and Conditions. 

12.7.2. We accept that a Contract signed in accordance with Clause 12.7.1 shall constitute a  valid and binding agreement between you and us. 

13. APPLICABLE LAW AND DISPUTES 

13.1. Applicable law 

13.1.1. Your relationship with us in relation to FaizPay, these Terms and Conditions and all  other Materials, as well as all other non-contractual obligations that arise therefrom or are  connected therewith, are governed by and interpreted according to the laws of England, subject  to local mandatory rights and obligations. 

13.2. Disputes 

13.2.1. If you have any complaints arising from FaizPay or related to FaizPay, you will first  submit these to us by email to the address provided in the Contract. 

13.2.2. With the exception of out-of-court complaints or recourse proceedings, the parties to the  Contract hereby subject themselves to the non-exclusive jurisdiction of the courts in England,  subject to local mandatory rights and obligations. However, if you are able to file a claim arising  from this Agreement against us in a court of another country where we operate, you may  choose to initiate proceedings before a court in such country. 

FaizPay LTD. (“we” or “us”), is a company registered in England and Wales whose registered office is at 53 Wheelers House, 3 Ratcliffe Cross Street, England, E1 0FD, and whose registered number is 12358683.