PayLane Terms of Service
- PayLane Sp. z o .o. with its registered office in Gdansk (80-387) at: ul. Arkońska 6, A3, Poland, incorporated and operating under the laws of the Republic of Poland, registered in the National Court Register kept by the District Court Gdańsk-North in Gdańsk, under Company number (KRS) 0000227278, with Tax ID no. (NIP) 586-214-10-89, statistic number (REGON) 220010531, share capital in the amount of PLN 585,000.
- entrepreneur who is a natural person, legal person or other entity having legal capacity that (i) sells goods and/or services over the Internet and (ii) has signed the Agreement with PayLane.
- Payment Gateway
- means a functioning software that is linked with authorization and clearing centers, acquiring banks and other financial institutions, and enables transfer of data to their information systems where online payment transactions (such as credit card payments, MOTO and online payments, recurring payments) initiated by the Customers take place.
- Acquiring Service
- payment service as defined by the Act on payment services, enabling execution of payment transactions initiated by, or via, the Merchant, by means of the Customer's payment instrument, which service involves, among else, operating authorization process, transmitting payment orders (Payments) to the Intermediary Institutions, and is designed to provide the Merchant with funds due to it (the Merchant); the service does not cover clearing and settlement under the payment scheme as defined by the Act on settlement finality in payment and securities settlement systems and the supervision of such systems.
- means a Payment made with a credit card which is being disputed by the Customer; the relevant claim is submitted to the Intermediary Institution in its capacity of an issuer or operator of the card.
- Business Day
- means a day falling from Monday to Friday excluding public holidays.
- Intermediary Institution
- institution which participates in the process of transferring Customer's financial funds in favor of the Merchant in order to effect a Payment, especially a bank, acquiring and clearing center, payment service provider, Card Associations such as MasterCard, American Express, JCB, Diners Club, electronic money institution.
- a person who pays for goods or services offered by the Merchant on its website.
- Merchant Account
- means a subpage of PayLane's IT system assigned to the Merchant which it may access via https://merchant.paylane.com only with the use of a correct login and password; the Merchant Account is also a clearing account and an administrative panel, which allows the Merchant to manage its data connected with Payments and enables Paylane to communicate with the Merchant; the Merchant Account can, at the same time, be a settlement/current account where PayLane renders Acquiring Services for the benefit of the Merchant.
- the Payment Gateway and the Merchant Account.
- a payment online transaction initiated by the Customer via the Payment Gateway in consideration for goods or services purchased from the Merchant at the latter's website.
- Terms of Service
- these PayLane Terms of Service.
- a repayment of funds to the Customer initiated by the Merchant and effected by PayLane.
- reversal of the funds originally transferred as Payment, initiated by the Customer or the Intermediary Institution, particularly as a result of (i) absence of the Customer's consent to make a Payment, (ii) withdrawal of previous consent, or (iii) inconsistency in the Customer's data or in payment account.
- a successive Payment (made with or via credit card, PayPal, direct debit), initiated by the Merchant through the Payment Gateway and on the same transaction ID as attributed at the time of the Customer's original Payment when the Customer also agreed to further Payments.
- Rolling Reserve
- a pre-defined percentage of funds collected on the Merchant Account which are excluded from the Merchant's disposal for a fixed period of time in order to secure any possible claims of PayLane or the Intermediary Institution against the Merchant.
- a master agreement for the Payment Gateway services signed between the Merchant and PayLane.
- Card Association
- an entity which defines the rules for issuing and accepting cards, in particular Visa, MasterCard, American Express, JCB, Diners Club, Maestro.
2. General provisions
- The purpose of these Terms of Service is to establish the rules of cooperation between the Merchant and PayLane with regard to the use of the Services which enable the Merchant to accept Payments from Customers for goods or services purchased on the Merchant's website.
- PayLane declares that it does not render banking services.
- PayLane declares that it has introduced anti-money laundering and counter-terrorism financing procedures and that it is subject to supervision by the Financial Supervision Commission and the Polish National Bank in terms of payment of services.
3. PayLane Services
- The Services consist in making the Payment Gateway available to the Merchant in the Service-as-a-Software model in order for the latter to be able to make Payments via Intermediary Institutions. A list of payment channels available to the Merchant and the Merchant's website with which the Payment Gateway is to be integrated shall be defined by the Parties in the Agreement.
In execution of the Services PayLane shall specifically:
- grant access to one of two methods by which the Merchant's website may be integrated with the Payment Gateway, one of which consists in redirecting the Customer via the Payment Gateway from the Merchant's website to PayLane's where there is a secure transaction form, and the second – in enabling transmission of all the data entered by the Customer at the Merchant's website to PayLane systems via PayLane API;
enable the Merchant to:
- transfer transaction data related to Payments from PayLane systems to a respective Intermediary Institution which then enables processing the Payment (e.g. in the case of a credit card payment or direct debit); or
- redirect the Customer to the website of a respective Intermediary Institution which enables Payments (e.g. in the case of a wire transfer or giropay);
Unless a relevant Intermediary Institution rejects the Payment, the monetary funds will be transferred to the Merchant's individual payment account in accordance with rules specified in these Terms of Service and the Agreement, whereas the outcome of such transaction shall be recorded in the Merchant Account.
open a Merchant Account so as to let the Merchant: register, manage, administer transaction data, and, in particular, view lists of Payments made, authorization and sales errors lists, lists of Refunds, Reversals and Chargebacks, manually initiate Refunds or Resales; where PayLane renders Acquiring Services for the benefit of the Merchant, the Merchant Account offers the option to register information on funds collected by PayLane as a result of Payments made via the Payment Gateway.
- enable the Merchant to accept monetary funds through various channels of payments, such as card payments, direct debits, giropay, PayPal, iDEAL, wire transfers, SOFORT Banking.
PayLane opens a Merchant Account and provides the Merchant with a user name and password, an API user name and password, as well as other data necessary to use a secure transaction form. The Merchant must keep its user name and passwords in secrecy, and may not reveal them to unauthorized persons.
- The Services will operate correctly on the most current versions of the following web browsers: Internet Explorer, Mozilla Firefox, Safari, Chrome and Opera.
- Access to the Services may be changed, or partially or completely suspended, when, and to the extent, justified by pertaining circumstances, such as where it is necessary to ensure a secure and stable environment for the Services, where changes in the applicable law so require, where repairs, maintenance works, adaptations, changes or additions to the software are required, or where measures to locate and remove the malfunctions of the Services need be applied. In the above-mentioned situations interruptions of or interferences with the Services are deemed in conformity with the Agreement and do not result in PayLane's liability toward the Merchant. Unless suspension of the Services stems from unplanned and unforeseen disruptions, PayLane will inform the Merchant about the Services suspension in advance. If possible, all maintenance works will be performed at night.
4. PayLane Rights and Obligations
- provide the Merchant with access to the Services throughout the term of the Agreement – on terms and conditions set out in these Terms of Service, including by furnishing the user name and passwords;
- keep the Merchant posted on Payments made via the Payment Gateway, and especially via the Merchant Account;
- transfer the funds stemming from correctly processed Payments that have been made via the Payment Gateway and collected for the Merchant to the payment account indicated by the Merchant;
- provide the Merchant with all the information necessary to effectively integrate its website with the Payment Gateway, including information concerning incorporation of appropriate logos and signs of PayLane and Intermediary Institutions, and shall provide technical support in that scope.
PayLane has the right to demand from the Merchant any such confirmation as appropriate that the Merchant has supplied goods or services for which the Payment has been made.
- PayLane has the right to make statements to the Merchant via the Merchant Account in the form of appropriate announcements. Such statements become effective when posted on the Merchant Account. The aforementioned right does not apply to PayLane statements made with respect to termination or modification of the Agreement where the parties shall communicate in writing.
5. Merchant Rights and Obligations
The Merchant shall:
- use the Services strictly for the purpose of receiving payments for only such goods or services that fall into the categories reported to and accepted by PayLane and are offered by the Merchant on the websites previously approved by PayLane;
- restrict the possibility of making payments via the Payment Gateway only to those currencies and payment channels which have been covered by the Agreement;
- regularly review and control Payments initiated with the use of the Payment Gateway, and notify PayLane promptly of any suspected unauthorized activity, especially an unauthorized or incorrect Payment;
- place PayLane logotype on their website (the logotype being in this very instance a link redirecting to the Payment Gateway main page) and keep it for the duration of the Agreement; the obligations set out in the preceding sentence shall apply accordingly to logos of the Intermediary Institutions and any such payment systems the payment channels of which the Merchant has chosen to apply for the purposes of collecting Payments;
- maintain Internet connection and its website integrated with the Payment Gateway, and deliver timely and diligently all goods and services sold by the Merchant;
- collect, store and transmit appropriate transaction and Customer information in a secure manner, protect the privacy of such data, and comply with requests from PayLane to take reasonable actions to maintain the security and integrity of the Services.
As long as provision of Acquiring Services is concerned, the Merchant shall authorize PayLane to collect funds stemming from Payments made via the Payment Gateway for the purpose of subsequent transmission of the funds to the Merchant. The Merchant shall contractually establish with the Customer – due regard being given to the implication of intermediary services as described hereinabove in the process of transferring funds – the moment when the Customer is deemed to have performed the pecuniary obligation toward the Merchant.
- The Merchant may not accept Payments from the Customer before delivery of goods or provision of services unless the Customer has agreed to receive the prepaid good or service and the Merchant has promptly informed the Customer when the goods or services are to be rendered.
The Merchant shall ensure the website which has been integrated with the Payment Gateway is available in at least one of the European languages and include or provide for the following:
- name (including DBA) of the Merchant, as well as contact details, including the exact addresses of registered office and branches and telephone number,
- detailed description of goods and services offered by the Merchant on its website,
- terms and conditions of delivery of goods and/or provision of services by the Merchant that cover the information that the Payments made via the payment channels established in the Agreement are processed by PayLane, and that define: rules for service/goods delivery, goods return, refund policy in case the Customer's complaint is accepted, the complaint procedure including the contact data (email address or telephone number) to the customer service office,
- specification of the settlement currency, fees charged for the delivery, packaging, taxes, or otherwise;
- communication to the Customer – where the Merchant's websites or services are provided for a test period – by the Merchant, at the right time, when the trial period ends and when the obligation to pay arises, and how the Customer may cancel the service;
- notification of the Customer – after submission of an order by the Customer and successful authorization of Payments – of such submission and authorization in writing or in electronic form as per the message received from PayLane;
- any other information required by the applicable law governing, in particular, electronic services, distance sales, consumer law.
- The Merchant must not accept Payments if it has a reason to believe that a particular payment instrument is being used by an unauthorized person or a payment made in disagreement with applicable laws, in particular for illegal purposes.
- If the Merchant receives the Customer's personal data from PayLane, the Merchant may use such data solely for the purpose of executing the obligation resulting from the Payments made, save as stipulated in binding provisions of law (e.g. Customer's consent, request from public authorities).
- The Merchant shall keep the documents attesting to the performance of obligations as contracted for against the Payment, and all other documents related to transactions (estimates, invoices, proof of delivery, etc.), for at least two years of making of Payments, and deliver them promptly at each and every request of PayLane. This provision shall apply also upon termination of the Agreement.
6. Prohibited Practices
The following acts and practices are prohibited:
- use of the Services in a manner that violates applicable laws, runs afoul of good practices, or infringes on any third party rights. In particular, the Services may not be used to sell goods or services where the sale thereof is prohibited by law or PayLane policies (as regards the use of the Payment Gateway), their content is unethical, or where any such sale is regulated and the Merchant has not obtained a proper license or permit;
- sublicensing, renting, or otherwise making any part of the Services available for use to any third party;
- providing information that is false, inaccurate or misleading;
- refusal or evasion by the Merchant of the duty to confirm its identity or any other information provided to PayLane;
- attempt to illegally benefit from two sources of revenue, for instance by collecting or seeking to collect funds both from PayLane and Intermediary Institution for the same transaction;
- conducting business or using the Services in a way which may result in complaints, disputes, Chargebacks, fees, penalties and other charges imposed on PayLane, the Merchant or third parties;
- any such action or forbearance which may expose PayLane to: credit or fraud risk, risk of breaching its obligations with respect to anti-money laundering and counter-terrorism financing or other legal obligations, or sudden increase of such risks (assessed in accordance with the procedures adopted at PayLane, on the basis of information available to PayLane);
- making attempts to decipher PayLane's source code, in part or in its entirety;
- taking any action which imposes an unreasonable or disproportionately large workload on PayLane websites or infrastructure.
- It is forbidden to post on the Merchant's websites which are used to accept Payments any content which violates the applicable law or which has been prohibited by Intermediary Institutions.
- Once PayLane has confirmed correctness of the Payment as made by the Merchant, PayLane shall automatically inform the Merchant of such Payment by posting an appropriate announcement in the Merchant Account. The Merchant commits to refrain from filing claims or initiating legal action against the Customers based on a late release of Payment by PayLane to the Merchant.
- The Payment confirmed by PayLane may not be unilaterally cancelled by the Customer or the Merchant.
- To the extent Acquiring Services are rendered in the Merchant's favor, funds collected in the Merchant Account shall be released to the Merchant as provided for in the Agreement, however no sooner than the funds have been credited to PayLane's own bank account.
- PayLane charges the Merchant for the Services provided as per the terms and conditions stipulated in the Agreement. PayLane does not collect any fees from the Customers.
- Any fees and commissions collected by PayLane shall be confirmed on a pertaining invoice issued by PayLane. The Merchant agrees to receive invoices in an electronic form. The invoices will be posted on an appropriate tab in the Merchant Account within the payout dates as defined in the Agreement.
- Any payment instructions involving currency conversion shall be performed at the exchange rate (buy or sell rate) provided for in the PayLane Currency Exchange Table in operation at the time of acceptance by PayLane of a payout execution instruction. The PayLane Currency Exchange Table is available in the Merchant Account.
- Insofar as Acquiring Services are concerned, the total amount of funds to be paid out to the Merchant shall be shown in the Merchant Account.
Any repayment of funds to Customers, with respect to Payments made, are subject to the following rules:
- the Merchant is exclusively responsible for those repayments, and also for any additional fees or penalties connected therewith as imposed by PayLane or Intermediary Institutions; it refers in particular to Refunds, Reversals or Chargeback fees;
- commissions and fees collected by PayLane for processing the Payment which subsequently has been repaid shall not be returned to the Merchant;
- if the Customer demands repayment of a given Payment, PayLane will promptly inform the Merchant thereof;
- the Merchant shall cooperate closely with PayLane (and so, promptly, but no later than within 7 days, provide appropriate information and submit required documents) in order to explain the circumstances regarding the request for repayment;
the repayment of funds on a particular Payment is made via the same payment channel through which the Payment was originally made; where PayLane provides Acquiring Services:
- any and all repayments which PayLane makes for the Merchant shall adequately reduce the amount of funds collected in the Merchant Account. If the money from the very Payment that is subject to repayment procedure has already been paid out to the Merchant, an appropriate amount will be deducted from the next payout. If the funds intended for the next payout are insufficient to cover the costs of repayment then the Merchant shall pay the difference on the basis of an invoice issued by PayLane within the payment date indicated therein (however in no shorter term than 7 days);
- PayLane reserves the right to terminate the Agreement with immediate effect where said invoice has not been paid;
- where the Merchant does not have sufficient funds in the Merchant Account to cover the operational costs of the repayment, or where satisfaction of the repayment demand would involve excessive difficulties or costs disproportionate to the amount of the actual repayment, PayLane may refuse the demand (excluding a Chargeback and Reversal) and in so doing it must inform the Merchant thereof.
8. Special Provisions for Card Payments
- If the Merchant chooses payment cards as a payment channel, PayLane will make such payment channel available once the Merchant and its relevant website have been accepted by both PayLane and proper Intermediary Institutions included in the payment system appropriate for payment cards chosen by the Merchant. Each additional website via which credit card Payments are to be collected is subject to the acceptance procedure defined in this Clause 8.1.
- The Merchant accepts and acknowledges that Intermediary Institutions may deny the Merchant access to the payment card system or may demand that the Merchant be excluded from the system at any time and for any reason, especially when an excessive volume of Chargebacks is expected in the Merchant's business, or the Merchant infringes the Rules and Regulations or applicable law or standards fixed by those Intermediate Institutions, or there is insufficient liquidity (bad scoring), or the Merchant performs activities which are fraudulent.
- The Merchant shall obey rules and regulations governing: security of payment transactions, alleviation of Chargeback risk, allowed website content, and use of trademarks of Intermediary Institutions. The Merchant accepts and acknowledges that Card Associations may change the security standard applicable to payment transactions at any time, and prohibit the Merchant, on pain of an exclusion from the payment card system, from engaging in any conduct the Card Associations deem potentially injurious to these associations, in terms of their reputation, or integrity of their payment system or security of the confidential data. The Merchant shall refrain from undertaking any actions that could interfere with or prevent altogether the exercise of the Card Associations' proper rights.
The Merchant shall comply with the following rules regarding acceptance of card payments:
- it is forbidden to reiterate initiation of a particular Payment where the Payment was previously rejected by the Intermediary Institution;
- it is forbidden to accept Payments with credit cards for goods or services which are not offered by the Merchant in the course and within the scope of its own business, or which are provided by order of a third party, or which are provided by different providers; in particular the Merchant may not settle in a single Payment any such transactions which compound sales of the Merchant's own goods or services with those of other providers, including related entities (ban on cross-selling);
- the Merchant's commercial offers must not mislead or otherwise give a false impression that the Card Associations are themselves providers of the goods or services offered by the Merchant;
- it is forbidden to discriminate against Payments made with payment cards or against Customers who use that method of payment, especially by way of imposition of extra charges for Payments made with payment cards or requisition of additional protection (securities, guarantees or the like);
- it is forbidden to accept Payments made with a payment card on loans granted by the Merchant, or in virtue of repayment of a cash paid by the Merchant or redemption of bad debts or bad checks;
- it is forbidden to demand any such additional information from Customers who make Payments with a payment card which is not indispensable to perform services;
- it is forbidden to establish a minimum or maximum limit on transaction value with respect to Payments made with a payment card;
- it is forbidden to accept the so-called split sales transactions, that is to accept payment for a given good and/or service made in (divided into) several separate Payments;
- it is forbidden to demand from the Customer to waive the right to dispute a Payment made with a payment card;
- if the Merchant offers the possibility to make regular Payments by credit card (i.e. recurring payments) for goods or services, the Merchant shall explain on its website how to cancel on-line the recurring payments order for goods/services; the Merchant shall refrain from initiating recurring payments if the Customer has cancelled the relevant order;
- the Merchant shall meet the security requirements defined by the Payment Card Industry Data Security Standards (PCI DSS); in particular the Merchant is obliged to ensure appropriate encryption of the payment card details while they are being transferred; more information regarding the subject matter may be found at: www.pcisecuritystandards.org;
- the Merchant is entitled to process the payment card details solely in the scope specified in Payment Card Industry Data Security Standards (PCI DSS) and provided all necessary security requirements are implemented; it is forbidden for the Merchant to share or sell data connected with payment cards;
- the Merchant is obliged to cooperate closely with PayLane and Intermediary Institutions, including Visa and MasterCard, in order to explain all doubts connected with Payments made with payment cards, especially any complaints connected with them. In particular, the Merchant is obliged to promptly provide, at each and every request of PayLane or the Intermediary Institution, all necessary information and documents regarding the complained transaction, contract from which the Payment results, as well as evidence attesting to provision of the services for which the Payment has been made.
PayLane may refuse the processing of a Payment made with a payment card, and shall immediately inform the Merchant thereof, if:
- a relevant Intermediary Institution has declined Payment authorization, in particular due to invalidity of a payment card, credit card cancellation (blocking), inability to obtain Payment, refusal of authorization or negative 3DS authentication result, or detection in the monitoring process that the Payment can be fraudulent, or
- according to PayLane's good judgment the processing of a Payment exceeds the level of transaction risk acceptable by PayLane.
If the Merchant exceeds the percentage limits of Chargebacks allowed by a relevant Intermediary Institution and there are no grounds to expect that the Merchant may successfully object to these Chargebacks or it does not undertake any actions to object to them successfully – PayLane may undertake, on the Merchant's behalf, any such actions that could minimize a negative effect of these Chargebacks, and to this end, for instance, initiate a Refund – without assuming any liability toward the Merchant in that regard. The above-mentioned entitlement does not supersede, hamper or otherwise affect PayLane's rights as defined in Section 13 of these Terms of Service.
9. Merchant Support Service and Complaint Procedure
- Dedicated consultants are assigned to every Merchant to provide support with Services. PayLane shall also provide support via email: firstname.lastname@example.org and telephone: + 48 58 73221 11.
- Each time the Merchant requests support from PayLane, the former is obliged to provide the Merchant Account name or its own business name/name and surname, and email address. PayLane does not respond to anonymous support requests. PayLane ensures that its consultants will respond as soon as possible. Normally a response is provided within two business days after receiving a relevant request.
- PayLane processes complaints regarding Payments and the Payment Gateway as filed by Merchants, and assists Merchants in processing that type of complaints as submitted by Customers.
The complaints should be:
- sent to email@example.com or by electronic complaint form accessible by the Merchant Account or
- in writing-personally in PayLane’s registered office (address: Arkońska 6/A3, 80-387 Gdańsk, Poland) or by post to the address above or
- orally-on telephone number +48587322111 or personally during the visit in PayLane’s office.
- Each complaint shall include: Merchant name, Customer name, e-mail address and description of a disputed issue. PayLane does not respond to anonymous complaints.
- PayLane will acknowledge receipt of the complaint by email provided by the Merchant or in writing.
- Where investigation into a complaint requires additional information or documents, the Merchant shall provide the same to PayLane at Paylane’s request without delay.
PayLane resolves complaints without delay and no later than within 30 days of their submission or their completion by necessary additional information or documents by the Merchant. In complex issues while PayLane is unable to provide the response within above time limit, PayLane shall:
- inform the Merchant of the reasons of the delay;
- indicate which additional issues need to be addressed;
- indicate the date on which the final response will be provided (which in case the Merchant is a natural person shall not exceed 60 days within the day on which the initial complaint is submitted).
- In case the Merchant is a natural person, PayLane shall inform the Merchant on the final response in writing, by electronic medium or by email (on the Merchant’s request). In case the Merchant is not a natural person, PayLane reserves its right to respond only by email.
- PayLane will not resolve complaints citing as their grounds incorrect performance by the Merchant of contracts under which the Payment has been made.
- Submitting the complaint immediately after any reservations are made by the Merchant, will simplify and quicken the complaint procedure.
10. Data Protection
11. Intellectual Property
- PayLane, paylane.com, paylane.co.uk, paylane.eu, paylane.pl, paylane.de are trademarks or service marks and domains of PayLane or related entities. These marks may neither be used in connection with third party products or services in any manner that may be misleading to existing or potential customers nor be used so as to discredit or otherwise damage the reputation of any one entity within the PayLane Group or their services. These marks may be used by the Merchant exclusively in a manner as defined in Clause 11.2 below.
- PayLane grants the Merchant a non-exclusive and non-transferable license to use the PayLane trademark in order to inform Customers and users of the Merchant's website about the cooperation established with PayLane and the possibility to make payments via the Payment Gateway. The license is granted for the term of the Agreement.
- Without written permission from PayLane, It is strictly forbidden to sell, license, rent, modify, distribute, reproduce, transmit, publish, adapt, publicly display or create (derivative) works from materials or content that PayLane provides on its website or within the Services.
- The Merchant grants PayLane, without extra remuneration, a non-exclusive license to use, present and copy the Merchant's logo exclusively for the purposes of marketing PayLane services.
- The Merchant acknowledges that trademarks of the Intermediary Institutions are their sole property and the Merchant commits to refrain from challenging any rights therein. The Intermediary Institutions may, at any time, without prior notice and for any reason, prohibit the Merchant from using their respective trademarks or order the Merchant to use them in a different way.
12. Limitation of Liability
- PayLane may not be held liable as regards the provision to PayLane servers of transaction data regarding Payments. The Merchant shall be exclusively responsible for the security of data transmission to PayLane servers, as well as for correctness and appropriate format of the data. As regards a loss of data after they have been submitted by the Merchant to PayLane, PayLane disclaims any and all liability for any harm, loss or injury resulting from the fact that no proper backup copy was made by the Merchant (or a third party authorized by the Merchant in this respect) on the Merchant's systems prior to transmission, if such backup is permitted under the applicable law and requirements of relevant Intermediary Institutions.
- PayLane does not guarantee the completion of Payments; neither does it guarantee that the Intermediary Institution will complete the Payment. The Merchant agrees to assume the risk connected with such Payments and defend PayLane against and hold harmless from liability in this respect.
- PayLane is not a party to a contract concluded between the Merchant and the Customer or a contract between the Customer and the Intermediary Institution, and does not assume any liability whatsoever for proper performance by those parties of their contractual obligations. In particular, PayLane does not assume any liability with respect to goods and services provided by the Merchants or contents of their website.
- The Merchant assumes full liability for any and all repayments mentioned in Clause 7.8 of these Terms of Service, as well as for other claims, fees, penalties and costs incurred by PayLane in connection with the use of the Services or breach of the Agreement by the Merchant. The Merchant shall reimburse PayLane for all costs and expenses as set out in the preceding sentence.
- PayLane shall not be liable for any damage suffered by any third party, including the Customers, where such damage is caused by the Merchant's failure to comply with its obligations under these Terms of Service or the Agreement.
- The Services and all their features, as well as PayLane's website, are offered "AS IS". PayLane obligations are limited only to those expressly specified in these Terms of Service and the Agreement.
- PayLane does not grant warranties of any kind, either express or implied, as regards the Services, PayLane's website or its content.
- Both Parties agree that, to the extent permitted by law, PayLane shall not be liable for any indirect loss, loss of revenue or anticipated profits, pure financial loss, damage to reputation resulting from or connected with the execution by PayLane (or persons it is responsible for) of obligations under the Agreement or these Terms of Service.
- The restrictions and limitations of liability as defined in the Agreement and these Terms of Service are effective irrespective of the nature or cause of the Merchant's claim or demand, be it contractual, tortious or otherwise.
- Neither Party is liable for delay or failure to perform their respective duties if such delay of failure is due to the Force Majeure event or other occurrence the Parties could not have foreseen and which is beyond their reasonable control.
13. Transaction Security, Blocked Funds
- In order to reduce the level of transaction risk and to ensure security in and of the Payment Gate and PayLane itself, transaction limits shall be fixed for the Merchant in proportion to the level of risk involved in its activity as determined in the Merchant verification process pursuant to PayLane safety procedures. The limits as indicated in the Merchant Account may not be exceeded. Any changes to the limits are subject to consent by PayLane and also, if necessary, grant by the Merchant of an adequate protection against the transaction risk involved – in the form of an increased level of the Rolling Reserve, for instance.
As regards the Acquiring Services, in order to secure PayLane's existing and future, conditional or time-limited, claims toward the Merchant resulting from the Agreement, especially monetary claims concerning Chargebacks, Reversals, penalties and any additional fees imposed by Intermediary Institutions, the Merchant shall grant PayLane a security interest in all financial receivables of the Merchant toward PayLane stemming from Payments made by PayLane in favor of the Merchant (collateral). PayLane agrees to the creation of the security interest as contemplated herein. The security interest is subject to the following rules:
- PayLane may satisfy itself from the collateral once its secured claims are due and payable;
- satisfaction of the secured claim from the collateral shall be by offsetting financial receivables due from the Merchant to PayLane against the amount of funds collected on the Merchant Account,
- once offset has been made in satisfaction of the secured interest, PayLane will inform the Merchant of the amount of the offset, and where collateral is not sufficient to satisfy the claims, PayLane will notify the difference that the Merchant must additionally pay to PayLane and the payment date;
- the remainder of the collateral after full satisfaction of the secured claims shall be paid out to the Merchant on general terms as defined in these Terms of Service and the Agreement;
- the security interest floats over the specific financial receivables until they are paid out to the Merchant or until PayLane has satisfied itself from the collateral, whichever event occurs first.
- PayLane may – where it renders Acquiring Services in favor of the Merchant – create a Rolling Reserve in the funds collected on the Merchant Account. The amount and detailed rules for establishing and release of the Rolling Reserve shall be determined in the Agreement.
- If the Customer submits a claim, that is in particular demands a return of funds in connection with a Payment made, PayLane may block the funds collected on the Merchant Account to the extent necessary to wholly cover the claim. Such a blockade does not limit or otherwise hamper the right to payout of the unblocked funds from the Account.
If PayLane has justified reasons to believe that the Merchant (or a third party acting on behalf or otherwise with consent of the Merchant) engages in prohibited practices mentioned in Section 6 of these Terms of Service or they undertake other actions which expose PayLane or any other third parties, the Intermediary Institutions included, to the risk of claims, Chargebacks, Reversals, Refunds, fees or penalties, or the Merchant's financial standing has significantly deteriorated, PayLane – without incurring any liability whatsoever toward the Merchant – may:
- block the Merchant Account, or suspend Services in their entirety or in part;
- block the Merchant Account and block all or part of the funds collected in the very account in accordance with provisions of Clause 13.6 of these Terms of Service (the Merchant will be informed of the measures applied) – only where PayLane renders Acquiring Services in favor of the Merchant;
- increase the level of the Rolling Reserve above the one defined in the Agreement (where PayLane deems the risk involved in the Merchant Account higher than permitted by PayLane, based on the information collected by PayLane);
- change hitherto existing, or introduce additional, limits applicable to the Merchant;
- decline any Payment, especially in case of justified doubts as to the legality of the transaction underlying the Payment or as to the legality of the Payment itself;
- demand additional information or documents from the Merchant;
- terminate the Agreement with immediate effect.
The Merchant's funds collected in the Merchant Account may be withheld if there is a justified necessity to protect PayLane or the Merchant against the risk of liability, namely where:
- Payments are made with a payment card or direct debit card – in which cases the risk may last at least until the right to initiate a Chargeback or a Reversal by the Customers has expired (the risk level is assessed as per the safety procedures in place at PayLane and is dependent upon the type of goods or services offered by the Merchant and delivery period of the same);
- the Merchant becomes insolvent;
- the Merchant reports that its user name or password have been lost, stolen or otherwise obtained by a third party.
The Merchant's funds on which a hold was placed or which are covered by the Rolling Reserve shall be marked as "frozen" in the Merchant Account's balance. Such funds may not be paid out until a lapse of a pre-defined period of time. These funds shall not be used by PayLane in any way that could be contradictory to the Act on payment services.
- PayLane releases all funds on which a hold was placed, if it decides that the risk connected with payment transactions, with the Merchant or its business no longer exists. The Merchant agrees to cooperate closely with PayLane in order to establish whether the above-mentioned risks exist or not, especially by way of submitting necessary information and documents request for which is justified given the circumstances.
- If the Merchant disputes PayLane's decision regarding the hold on funds, the Merchant may terminate the Agreement with immediate effect. In such case the funds in question will be held for a period of up to 9 months of termination of the Agreement. In order to contain the risk connected with processing Payments in the Merchant's favor, PayLane may also limit the amount of a single payout to the Merchant or change the dates of payouts, or require the Merchant to offer other collateral to secure its obligations toward PayLane or any third parties.
14. Term and Termination
- The term of the Agreement shall be defined therein.
- If the Agreement is signed for an indefinite period of time, it may be terminated by any of the Parties with a one-month notice, effective at the end of the month. The notice must be submitted to the other Party in writing, otherwise being null and void.
- The Merchant may terminate the Agreement with immediate effect, upon informing PayLane in writing thereof, in the event that PayLane breached the provisions of the Agreement and has failed to cure the breach within 30 days of receipt of the call by the Merchant to that end.
PayLane may terminate the Agreement with immediate effect, upon informing the Merchant thereof in writing or by email, if:
- the Merchant breaches essential provisions of the Agreement or these Terms of Service, especially obligations and prohibitions defined in Clause 5.4 through Clause 5.6, in Section 6, and in cases defined in Clause 8.2 and Clause 8.6 of these Terms of Service;
- any Payment made qualifies for the registering as defined by the anti-money laundering and counter-terrorism financing regulations;
- the Merchant, or a person acting on its behalf, unlawfully interferes in the integration of the Merchant's website with the Payment Gateway;
- the Merchant uses the logo or other trademarks of PayLane or Intermediary Institutions in a way inconsistent with the provisions of these Terms of Service;
- PayLane asserts that the Merchant: is in danger of bankruptcy, has filed therefor, is in the process of liquidation or has had reorganization proceedings initiated against it.
- Termination of the Agreement by any of the Parties does not release the Merchant from its obligation as stipulated in Clause 8.7 of these Terms of Service, or PayLane from an obligation to pay out the funds collected in the Merchant Account, subject to Clause 13.2-13.8 and Clause 14.6-14.7 of these Terms of Service.
- When the Agreement is terminated by any of the Parties during the verification process conducted by PayLane, especially in connection with the Merchant's risk assessment or its possible liability for Refunds, Reversals, Chargebacks, penalties, or other claims raised by Customers or Intermediary Institutions, PayLane may withhold the funds collected in the Merchant Account for up to 9 months from the date of termination, in order to secure itself or third parties against the risk of liability (right of detention). If in the course of the term mentioned in this Clause 14.6 there is a justified reason to believe that the Card Association or other Intermediary Institution participating in the payment card system may impose on PayLane a penalty or a fee in connection with the Merchant's violation of the provisions of the Agreement or these Terms of Service, then the funds may be withheld for a period of up to 12 months from the date of termination.
- The Merchant acknowledges and accepts that it shall be liable for its acts or omissions concerning its activity and the Merchant Account, also upon closure of the same, in particular as regards Chargebacks, Reversals and operational costs, irrespective of whether they have been claimed before or after termination of the Agreement.
15. Final provisions
- If PayLane decides to change these Terms of Service, it will post their revised version in the Merchant Account. The revised version of the same will become effective as of the time it is posted in the Merchant Account unless PayLane has expressly deferred the date of entry into force. If PayLane deems planned changes significant, it will inform the Merchant of the changes at least 7 days before their entry into force.
- The Merchant may not transfer its rights and obligations under the Agreement to a third party without prior written consent by PayLane.
- In all matters not regulated in these Terms of Services the Polish law shall apply.
- Should any dispute arise from or with respect to this Agreement, it shall be resolved by a court or other competent body having jurisdiction over PayLane's registered office.
- None of the provisions of these Terms of Service or the Agreement create a legal relationship of mandate, employment or joint-venture between the parties.