Merchant Agreement

This Merchant Agreement is made between PayCo and its Merchants. It applies to the Merchant’s use of any PayCo Services and any other related products and services available through the PayCo Website.

Merchant Agreement is a legal and binding agreement between PayCo and the Merchant. By using any PayCo Services, you acknowledge that you have read and understood this agreement. Furthermore, by using any PayCo Services, you are automatically bound by this agreement and all documents incorporated by reference. If you do not agree with any part of this agreement or do not want to be bound by this agreement, you may opt not to use any PayCo Services and other merchandise.

This agreement may be translated to different languages for convenience. In case of discrepancies between the English version and any translation, the English version shall prevail.

The following terms when used in this Agreement or any document referred to herein shall have the following meaning:

Agreement

means the terms and conditions under which PayCo Services shall be provided and used by Merchants.



Business Day

means any day other than a Saturday, a Sunday, or a public or bank holiday.



Card or Payment Scheme

means any card payment system (such as VISA or MasterCard) or bank payment scheme (such as direct banking systems, direct debit systems, or bank transfer systems).



Customers

means all individuals or entities to which Merchants sell, rent, lease, or distribute Merchant Products/Services.



Merchants

means all individuals or entities that have entered into this Agreement that enables the use of PayCo Website and all PayCo services.



Merchant Account

means the Merchant's electronic money account registered with PayCo that is used for accessing PayCo services and other related transactions in accordance with the Terms of Use.



Merchant Product/Services

means any product or services being offered by Merchants to their Customers who order, purchase, or lease in accordance to a Transaction.



Merchant Website

means the website owned and operated by or on behalf of Merchants through which Customers make a Transaction.



PayCo Services

means any services provided by PayCo, specifically payment services which can be used in particular Transactions. It also includes other services that have been agreed by the involved parties.



PayCo Website

means the official website

(www.pay.co)

operated by PayCo through which its services can be accessed. It does not, however, include external websites to which links found within the PayCo Website are directed.



Reserve

means an amount determined by PayCo at its sole discretion for the purpose of securing claims made by PayCo against Merchants.



Security

means any form of security requested by PayCo from Merchants. It may include a Reserve or a bank guarantee or any of its kind.



Terms of Use

means the terms and conditions in this Agreement under which the Merchant Account must be used.



Transaction

means any transaction such as the order, purchase, or lease of Merchant Products/Services, as well as the transaction intended for the reversal of such order, purchase, or lease.

The full extent of this Agreement shall be in effect unless or until either party terminates this Agreement by duly notifying the other party of such decision, in accordance with the Terms of Use.

  1. PayCo offers two options for Merchant Accounts: the Merchant Gateway and the Simplified Merchant.

    1. The Merchant Gateway provides a complete setup that allows the Merchant to start accepting payments. It includes Callback Pages and requires two HTML pages, namely The Shopping Cart and The Process Page.

    2. The Simplified Merchant carries the same Merchant settings with the Merchant Gateway, excluding the Callback Pages. It is a widget placed on a website allowing for payments to be made.

  2. Merchants acknowledge that the receipt of payment into the Merchant Account is not equivalent to the receipt of cleared funds. Merchants shall be liable to PayCo for the full amount of the payment and any deducted fees in the event that the payment is later reversed (referred to as the "reversal amount").

  3. In case of payment reversal, PayCo will debit the Merchant Account with the reversal amount and the appropriate third party chargeback fee. If PayCo is unable to fully recover the reversal amount and any chargeback fee from the Merchant Account, Merchants shall be required to repay the reversal amount and/or any negative balance in the Merchant Account by replenishing the Merchant Account with sufficient funds. Failure of Merchants to repay the reversal amount and/or any negative balance is a breach of this Agreement. PayCo reserves the right to remind Merchants of the repayments he/she must settle. Nevertheless, it is already understood that the repayment of the reversal amount and/or any negative balance is due immediately. PayCo may seek debt collection measures such as, but not limited to, pursuing the claim in court.

  4. PayCo may suspend or limit its services should there be pending full payment of outstanding claims, charges, penalties, costs, or charges incurred by Merchants.

  5. PayCo may suspend the Merchant Account or some of its functionalities for the following reasons:

    1. If PayCo believes it to be necessary so as to protect the Merchant Account from any breach of security;

    2. If a Transaction is deemed suspicious, unauthorised, or fraudulent in nature, especially in relation to money laundering, terrorism financing, or other illegal financial activities;

    3. If the Merchants are believed to be unable to provide Merchant Products/Services to the Customers due to an occurrence that PayCo deems will result into such; or

    4. If the level of chargeback fees or number of non-delivery claims on the Merchant Products/Services is considered by PayCo, at its sole discretion, as unreasonable.

  6. PayCo shall accordingly inform the Merchants in advance about any impending suspension. However, if prior notice is not practicable, PayCo shall notify the Merchants immediately after the suspension has been enforced and duly give its reasons for such action.

  7. The Merchants acknowledge that PayCo functions as a payment intermediary and that it does not, under any circumstances, operate as seller, dealer, buyer, middleman, distributor, supplier, auctioneer, broker, agent, or manufacturer of the Merchant Product/Services. Furthermore, PayCo does not make any representations, warranties, or endorsements of the quality, safety, or legality of any Merchant Product/Service.

  8. Merchants acknowledge that PayCo shall not be involved in any dispute between the Merchants and their Customers. Any dispute relating to the Merchant Product/Service shall concern only the Merchants and their Customers.

  1. The fees that Merchants need to pay in exchange for PayCo Services are specified in the PayCo Website and shall be indicated in the confirmation notice every time any of the PayCo Services is used by Merchants.

  2. Fees do not include Value Added Tax or any other sales tax. If Value Added Tax or any other sales tax has to be charged, PayCo shall add such tax to the amount payable. PayCo shall provide sufficient information pertaining to the net amount, the amount of tax, and the rate of tax that has been applied.

  3. PayCo reserves the right to change the fees for its services without prior consultation to Merchants. However, PayCo shall inform the Merchants of the implementation of such changes.

  1. The Merchant shall take responsibility in determining if any taxes apply to the payments received. Furthermore, it shall be the Merchant’s responsibility to report and remit the applicable tax to the relevant tax authorities.

  2. PayCo shall not be held responsible for determining, collecting, reporting, and remitting any taxes that may be incurred from transactions.

  1. PayCo reserves the right to establish a Security in relation to the Merchants. This Security shall serve as a source of funds to pay PayCo for any claims, costs, penalties, expenses, and losses - both actual and reasonably anticipated.

  2. If PayCo decides to include the establishment of a Reserve along with the Security, PayCo may set a limit to the sum that can be withdrawn by Merchants from the Merchant Account. Alternatively, PayCo may choose, at its sole discretion, for the Security to be a bank guarantee. In this case, Merchants must obtain a bank guarantee in favor of PayCo by a bank and in a form preferable to PayCo. In addition, the amount shall be determined by PayCo.

  3. PayCo reserves the right to offset, without notice, and claims, cost, penalties, expenses, and charges from the Security, Reserve, or current available balance in the Merchant Account.

  1. PayCo shall provide all of its services to Merchants and their Customers as indicated in this Agreement and as described on the PayCo Website.

  2. PayCo Services must be integrated by Merchants to their Merchant Website. This allows PayCo to perform its functions as agreed by both parties in this Agreement.

  3. In the event that there is any suspected illegal, fraudulent, suspicious, or improper activity, Merchants shall cooperate with PayCo's investigation on the matter. Furthermore, Merchants shall grant PayCo the right to access their Merchant Website to be able to conduct such investigation.

  4. Merchants shall implement restrictions on login to their Merchant Account, including the use of only one or an agreed range of IP addresses. If Merchants have more than one Merchant Account, the aforementioned measure shall apply to all their other Merchant Accounts.

  5. Merchants shall heed the approval of PayCo in regard to the content of their Merchant Website or any other website that Merchants wish to connect to their Merchant Account. Likewise, if the Merchant Website contains materially changing content, such as Merchant Product/Services, Merchants must also secure the approval of PayCo.

  6. Merchants agree not to receive prohibited payments, such as those payments for the delivery of prescription and non-prescription drugs, tobacco products, pornographic content or services, illegal gambling, illegal downloads or goods or services that infringe intellectual property rights of a third party, or any other products or services the offering or provision of which is prohibited under applicable law.

  7. Upon the effectivity of this Agreement and any time thereafter, Merchants shall provide PayCo with information upon request by PayCo, such as information about the Merchant's businesses, corporate structures, partners, members, directors, shareholders, key employees, or beneficiaries. Provision of such information shall be for the purposes of complying with regulatory requirements. PayCo may also request for copies of financial information and other information relating to the Merchant's businesses.

  8. Merchants shall inform PayCo in writing of any changes to their businesses, such as their business models or products/services that they sell, rent, lease, or distribute. In addition, Merchants shall inform PayCo in writing of any change that would have an adverse impact on PayCo's compliance with applicable law. Furthermore, Merchants shall indemnify PayCo against all losses due to the Merchant's failure to notify PayCo in writing of any such changes.

  9. Merchants shall have their respective return and refund policy, which must be both fair and clearly stated to their Customers, and upon request shall provide PayCo with a copy of their respective return and refund policy. In addition, Merchants shall inform PayCo of any change to the policy.

  10. Merchants acknowledge and agree that it is their responsibility to determine the taxes, if any, applicable to the payments they receive. Furthermore, Merchants are responsible for reporting and remitting the correct tax to the proper tax authority. PayCo shall not be responsible for determining, collecting, reporting, or remitting taxes applicable to transactions between Merchants and their Customers.

  1. During the term of this Agreement and thereafter, each party is authorized to use and reproduce the other party's confidential information only for the purposes of this Agreement. Disclosure of the other party's confidential information shall also be restricted to its employees, advisors, consultants, or independent contractors on a need-to-know basis. Nevertheless, disclosure of the other party's confidential information shall be approved first by the other party with a written consent.

  2. Notwithstanding the previously stated provision, it will not be in violation of this Agreement for either party if the disclosure of the other party's confidential information is required or done under law or as part of a judicial or governmental investigation or proceeding.

  1. PayCo shall not be liable for any malfunction of hardware, software, or Internet connection and any loss or damage that may be caused by such.

  2. PayCo shall not be liable for any suspension or refusal to accept payments, which PayCo reasonably believes to be made out of fraudulent activity or without proper authorization.

  3. PayCo shall not be liable for payment instructions received by the Merchant's Customers that consists of incorrect or improperly stated information.

  4. PayCo shall not be liable in the event of a force majeure circumstance, such as, but not limited to, natural catastrophes, fire, flood, power outages, equipment breakdowns, and systems failure, which could affect or prevent the proper or maximum performance of PayCo Website and PayCo Services.

  5. PayCo shall not be liable for any indirect or consequential loss or damage, such as loss of profit, loss of revenue, loss of opportunity, loss of contract or other third party loss - foreseeable or otherwise - and punitive or exemplary damages.

  1. Both parties shall grant each other a limited, non-exclusive, non-transferable, and revocable license to copy, use, and display any logo, trademark, or other intellectual property owned by or licensed to the other party.

  2. Any use, alteration, or adaptation of intellectual property for a particular purpose shall be subject to prior written approval by the party licensing the said intellectual property. Neither party may use the other party's intellectual property or mention the other party in public communication unless there is prior written consent.

  3. Each party guarantees that it owns or has the right to use and/or sub-license any intellectual property it uses or licenses for use to the other party.

  1. This Agreement may be amended from time to time. PayCo shall inform Merchants of any change either by letter addressed to the current or last known trading address or registered office of the Merchants, or by email to any of the emails provided by the Merchants or registered with the Merchant Account.

  2. In the case of Merchants that are Micro-Enterprises or Small Charities, the proposed amendment shall automatically take effect two (2) months after the date of receipt of the notice.

  3. In the case of Merchants that are not Micro-Enterprises or Small Charities, the proposed amendment shall automatically take effect two (2) weeks after the date of receipt of the notice.

  4. In the event Merchants wish to object to the proposed amendment, Merchants may do so by writing a notice to PayCo within the stipulated period of time. If no notice coming from Merchants is received by PayCo within the stipulated period of time, Merchants are considered to have accepted the amendment.

  5. Merchants may terminate this Agreement at any time after receiving a notice regarding an amendment to this Agreement and before such amendment takes effect. The termination shall be effective immediately and without charge.

  1. PayCo may terminate this Agreement immediately under the following circumstances:

    1. If Merchants become insolvent, go into liquidation either voluntarily or compulsorily, or file a petition for bankruptcy;

    2. If Merchants commit any violation to this Agreement and the violation is not resolved within five (5) business days after the Merchants receive a notice specifying the matter or circumstances that constituted the violation; or

    3. If Merchants violate or fail to comply with any regulation, applicable law, or court order.

  2. PayCo may terminate this Agreement at any time without reason and shall give two (2) months notice if the Merchants are Micro-Enterprises or Small Charities, or three (3) weeks notice if the Merchants are not Micro-Enterprises or Small Charities

  3. Merchants may terminate this Agreement at any time without any reason, provided that Merchants send a written notice to PayCo.

  1. Merchants may verify their Merchant Accounts by submitting at least two (2) of the following documents:

    1. Passport

    2. Government ID Card

    3. Driver's License

    4. Permanent Residency Card

    5. Working/Student/Residency Visa

    6. Address Verification Document

  2. Submitted documents must contain the following:

    1. Photo for identification

    2. Name of the account holder of the Merchant Account

    3. Signatures of the account holder and issuer

  3. The following must be observed when submitting the required documents:

    1. The documents must be readable and free from any markings

    2. The uploaded files must be in high resolution

    3. The uploaded files must show both sides of the documents

    4. PayCo shall use the submitted documents strictly for verification purposes in order to prevent scams and other fraudulent schemes.

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