Terms of Services for Vendon Payments
For Resellers
1. SUBJECT MATTER
1.1. License. These terms, together with the Payment processing application and other binding documents to Vendon and the Reseller (“Party” or “Parties”), constitute a binding agreement (“Agreement”) regarding the resale of Vendon payment processing services and related products. Subject to the terms of the Agreement, Vendon grants the Reseller a non-exclusive, limited, revocable, non-sublicensable, non-transferable license for the term of the Agreement to resell payment processing services and related products of Vendon to Reseller’s customers located in the territory as specified between the Parties.
1.2. Equipment. To receive services under the Agreement, Reseller shall, if necessary, use and purchase equipment directly from Vendon. To purchase the equipment from Vendon, Reseller shall submit purchase orders for the purchase price as agreed between the Parties. Reseller has no right to cancel an order for the equipment.
1.3. Third-Party Providers. Vendon may, at its discretion, use payment gateway and processing providers (“Acquirers”) and other third-party providers and contractors in connection with the performance of its obligations under the Agreement. Vendon may change third-party providers at its own discretion by notifying the Reseller.
1.4. Charges. Reseller shall pay Vendon for services and products as agreed between the Parties. Unless agreed otherwise, (a) prices are indicated in EUR without taxes (value-added tax, sales tax, import tax, customs, duties, and other federal, state, or local taxes) and (b) all payments regarding the Agreement shall be made in EUR.
1.5. Restrictions on Use. Reseller shall not and shall not permit its employees, users, and customers to (a) modify or change the service, software, or products in any way, (b) use the service, software, or products together with a third party or transfer the license or allow access to the service (as well as any technical or commercial documentation related to it) to any third-party organization or individual, (c) reverse engineer, decompile, or disassemble the service, software, and products or in any other way attempt to obtain information about the inner structure of the service, software, and products, (d) use the service, software, and products otherwise than permitted by these Terms of Service or at law.
2. MAINTENANCE
3. LIABILITY
3.1. Direct Damages. Each Party shall be liable to the other Party for any direct damages arising out of or relating to a breach of its obligations or its performance or failure to perform under the Agreement.
3.2. Indirect Damages. Each party shall not be liable to the other Party, its customers, and any third party for any indirect, special, incidental, and consequential damages resulting from any breach of the Agreement, including but not limited to loss of use, loss of revenue, loss of actual or anticipated profits, loss of reputation.
3.3. Third Parties. Vendon is not liable for the service unavailability and damages incurred by Reseller and its customers due to action or omission of third parties involved in providing the services, including Acquirers, mobile service providers, etc.
3.4. Transactions and Payments. Vendon shall not be liable for (a) transactions and funds made by Reseller’s customers or related to the sale of goods (even if transactions are not successful), (b) refunds accepted or made by the Reseller and its customers, (c) pre-payments and funds made by end-users, and (d) products offered or sold by Reseller and its customers.
3.5. Technical Issues. The service and products include technical solutions, and, as a result, instances may occur when the availability of the service could be interrupted. Vendon is not liable for third parties’ activities such as interruption or unavailability of communication means or other failures on any third party or any other event beyond Vednon’s reasonable control. Vendon does not warrant that the operation of services and products will be uninterrupted or error-free.
3.6. Total Liability. Vendon’s aggregate liability for any losses, damages, liabilities, fines, judgments, and expenses, regardless of the form of action, arising out of the Agreement or Vendon’s performance or non-performance of its services, whether in contract, tort, negligence, strict liability, by statute, or otherwise, will not exceed the sum of 1000 EUR or fees paid by Vendon to Reseller for reselling payment processing and monitoring services during the 6 months preceding the event giving rise to such claim (whichever is less).
3.7. End-Users. The Agreement constitutes the entire agreement between the Parties, and no other party, including Reseller’s customers, shall have any right, claim, or action arising out of the Agreement.
3.8. Purpose. Except as explicitly provided in the Agreement, Vendon makes no (a) other representations or warranties of any kind, express or implied, regarding the services and products and (b) guarantee regarding the results, outcomes, or profitability of services provided and products delivered by Vendon.
3.9. Hold Harmless. Reseller shall hold harmless and indemnify Vendon (including its directors, officers, employees, affiliates, agents) against any fees, fines, penalties, losses, liabilities, and claims (a) arising out of or relating to any breach of Reseller’s obligations under the Agreement, applicable laws, card organization regulations, or PCI DSS requirements and/or (b) required or imposed to Vendon by Acquirers, payment card organizations, card issuers, non-cash payment processors, etc.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. “Intellectual property” means copyrights (including rights to software), inventions, patents, trademarks, designs, domain names, business names, rights in databases, confidential information such as trade secrets, know-how, and all other proprietary rights, whether registered or unregistered, and all equivalent rights and forms of protection anywhere in the world, together with all right, interest, or license in or to any of the foregoing now or in the future exists anywhere in the world.
4.2. Rights. The software and services contain confidential information, intellectual property rights, and trade secrets. Intellectual property rights in all services, software, items, products, information, materials, and works (including software developments and enhancements, modifications to applications, and data insights) developed or produced by Vendon is and will be the sole and exclusive property of Vendon.
4.3. Third-Party Rights. Rights in third party intellectual property licensed or procured by Vendon in connection with the provision of the services and products remain at all times the sole and exclusive property of that third party, subject always to any third-party end-user terms and payment of any applicable third-party license fees.
4.4. Suggestions. If Reseller chooses to provide Vendon with ideas or suggestions, Reseller agrees that Vendon is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving, and marketing products and services, without any liability or payment of any kind to the Reseller.
5. CONFIDENTIALITY
5.1. “Confidential information” means any information of or relating to the business, data, systems, software, information technology systems, products, finances, operations, customers, charges and pricing, properties, assets, or affairs of a Party which is or has been disclosed by a Party to the other Party or acquired by the other Party during the provision of services, whether orally, electronically or in writing.
5.2. Use and Disclosure. Each Party shall (a) use confidential information only for the purposes contemplated under this Agreement, (b) not disclose to any person any confidential information, except as permitted by these Terms of Service, and (c) take reasonable measures to avoid unauthorized use and disclosure of confidential information.
5.3. Authorizations. Each Party may disclose confidential information: (a) to its directors, officers, employees, agents, contractors, or those of its affiliates who need to know such information to exercise Party’s rights or to perform its obligations under or in connection with the Agreement (receiving Party shall ensure that the representatives to whom it discloses confidential information are contractually obliged to keep the information confidential on terms no less stringent than the terms of these Terms of Service), (b) as may be required by any law or any court of competent jurisdiction, (c) to the extent that any part of the confidential information is in the public domain otherwise than through the breach by a Party of its obligations under this section, (d) if the confidential information is independently developed by it without reliance upon confidential information of the other Party.
5.4. Responsibility. Each Party is responsible for any violation of the Agreement by any of its representatives to whom it allows access to confidential information.
5.5. Deletion. As reasonably required by the other Party, each Party shall delete or return the other Party any confidential information.
6. TERM, TERMINATION & SUSPENSION
6.1. Term. The Agreement is effective when the Application is approved by Vendon and remains in force until it is terminated in accordance with the Agreement.
6.2. Termination for Convenience. Each Party shall have the right to terminate the Agreement unilaterally by notifying the other Party in writing at least 60 days in advance.
6.3. Termination for Cause. Either Party may terminate the Agreement immediately and unilaterally upon the occurrence of any one of the following events: (a) the other Party becomes engaged or involved in any activity which harms or is likely to harm the first Party, (b) the other Party enters into liquidation, whether voluntary or compulsory, or compounds with creditors, or takes or suffers any similar action in consequence of its indebtedness, (c) the other Party is declared bankrupt or has bankruptcy proceedings commenced against it, (d) the other Party fails to comply with or observe any law, or government regulation, or becomes involved in legal proceedings which may prejudice or harm the business or good name of the first Party, (e) the other Party is in breach of the Agreement and does not cure such breach within 10 days following notice of such breach, (f) Reseller has not fulfilled its obligations under the agreement with the third-party involved in payment processing (including Acquirers), or (g) Vendon’s agreement with any third-party involved in payment processing (including Acquirers) is terminated, and it is not possible to provide payment processing services without such a third-party.
6.4. Effect of Termination. Party’s exercise of its right of termination shall not derogate from any rights or remedies it may have under the Agreement or at law. After the term of the Agreement, other obligations of the Parties (if any for other services) remain in force.
6.5. Survival. Any termination of the Agreement will not affect any accrued claims, rights, or liabilities of the Parties (as applicable). All provisions which must survive to fulfill their intended purposes, or by their nature are intended to survive such termination will survive, including without limitation the following provisions: Section 3 (Liability), Section 4 (Intellectual Property Rights), Section 5 (Confidentiality), Section 6 (Term, Termination & Suspension), Section 7 (General Provisions).
7. GENERAL PROVISIONS
7.1. Notices. All notices under the Agreement must be in writing in English and sent to the addresses specified in the Agreement, as such addresses may be updated from time to time. Notices will be deemed delivered: (a) on the date of delivery, if delivered personally, (b) on the next business day, if sent via email, or (c) on the fifth business day following the date of mailing, if sent via registered or certified mail providing evidence of receipt.
7.2. Objections and Claims. Any objections or claims by Reseller with any service, product, warranty claim, losses, damages, etc., shall be raised within 30 days, otherwise Reseller confirms that there are not any objections.
7.3. Force Majeure. Neither Party will be in breach of the Agreement if such breach is caused by a natural disaster, war, civil disorder, terrorist attack, or a similar, unforeseeable cause beyond the reasonable control of such Party, except to the extent that the breaching Party is at fault in causing or failing to prevent such breach, and provided that the breaching Party cannot reasonably circumvent such breach through the use of alternate sources, workaround plans or other means. In such circumstances, the breaching Party will be entitled to a reasonable extension of the time to perform its obligations, provided that it immediately provides written notice of the force majeure event to the non-breaching Party and uses all reasonable endeavors to mitigate the effects of force majeure.
7.4. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, Parties shall amend such provision to make the Agreement between the Parties enforceable. The remainder of the Agreement will remain in full force and effect.
7.5. No Assignment. Either Party may not assign the Agreement without the prior written consent of the other Party.
7.6. Relationship of Parties. Nothing in the Agreement is intended to create an agency relationship, partnership, or joint venture between the Parties. Neither Party shall have the authority, express or implied, to bind or commit the other Party to any obligations of whatever kind or nature.
7.7. Amendments. All the amendments and supplements to the Agreement are in effect when executed in writing and signed by both Parties.
7.8. Previous Agreements. The Agreement supersedes all prior agreements and understandings (whether written or oral) between the Parties, or any of them, regarding the subject matter hereof.
7.9. Waiver. Unless agreed otherwise, no omission or delay on the part of either Party in requiring due and punctual fulfillment of any obligations of the other Party hereunder shall be deemed as a waiver of such obligation, or any other obligation, present or future, or of any resulting remedy for the breach thereof.
7.10. Governing Law and Jurisdiction. The Agreement and all non-contractual obligations arising out of the Agreement shall be governed and interpreted by laws and regulations of the Republic of Latvia. The Parties irrevocably agree that courts of the Republic of Latvia have exclusive jurisdiction to resolve any disputes, disagreements, or claims arising out of the Agreement or its existence, violation, termination, or invalidity. Court jurisdiction is determined based on the address of Vendon at the moment of filing the claim.
7.11. Headings. Headings of the Agreement sections are provided for readability only and shall not be used for interpretation of provisions of the Agreement.
