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Merchant Agreement

THIS AGREEMENT is made between Online Currency Corp a corporation duly organised and existing under the laws of the United Kingdom and authorised under the Financial Conduct Authority under the Electronic Money Regulations 2011 for issuing of Electronic Money, Reg No. , with registered business address, 3rd Floor, Arnott House, 12- 16 Bridge Street Belfast BT1 1LU, hereinafter "MegaTransfer" and You.
The Agreement incorporates the below MegaTransfer Merchant Terms and Conditions and includes any Schedules and/or attached documents, as added and amended from time to time in writing. Additional copies of the MegaTransfer Merchant Terms and Conditions and the Schedules are also available upon request.
The Agreement also incorporates the general Terms and Conditions that apply to every MegaTransfer Account. A version of these Terms and Conditions are available on the MegaTransfer website or upon request.
All future Changes/amendments of this agreement will be sent to the Merchant by email at the registered email address or in the form of announcements through MegaTransfer Merchant Account.

MegaTransfer Merchant Terms and Conditions

  1. Definitions
    1. Agreement - is these MegaTransfer Merchant Terms and Conditions which shall form a binding agreement between MegaTransfer and the Merchant, including any supporting cover pages and/or Schedules and the general Terms and Conditions;

    2. Business Day - is any day other than a Saturday or a Sunday or a public or bank holiday in England;

    3. Confidential Information - is any information which is reasonably expected to be confidential having regard to the nature and context of the information; this includes, the terms of this Agreement as well as any supporting documents or data which is deemed confidential;

    4. eWallet Payment Service - is MegaTransfer’s digital wallet based payment service through which a MegaTransfer account holder can send and receive funds to another MegaTransfer account holder using an e-mail address as the recipient’s identifier;

    5. Gateway Service - is any MegaTransfer service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a customer;

    6. Merchant - is the Person who has entered into this Agreement with MegaTransfer.

    7. Merchant Account - is the area in which the Merchant holds their electronic funds within the MegaTransfer system in accordance with the Terms and Conditions;

    8. MegaTransfer - is Online Currency Corp ()whose registered office is at 3rd Floor, Arnott House, 12-16 Bridge Street, Belfast, BT1 1LU, and who is under the prudential supervision of the United Kingdom Financial Conduct Authority (FCA);

    9. MegaTransfer Services - means any services provided by Online Currency Corp (MegaTransfer) under this Agreement, and services as agreed between the parties from time to time.

    10. Reserve - is an amount which is determined by MegaTransfer (in its sole discretion) outlined in clause 5 of this agreement.

    11. Refund of a credit card payment - is the creation of a credit to a bank card account, usually as a result of a product return or to correct an error. This return can be done only to its origin (credit card from which the payment was made). A refund can only be in full. In case that the source of money is not available (expired card) such proof must be submitted and a withdrawal will be executed instead.

    12. Chargeback of a card payment - means the reversal of a bank card transaction resulting for the money to end back to their origin (cardholder). Chargebacks are initiated once the owner of the bank card files a dispute or if the transaction was non-compliant with the association rules and regulations.

    13. Withdrawal to card - is the act of sending money from MegaTransfer account to any bank card in full, or any amount less or greater than the one deposited.

    Unless otherwise specified, words in the singular should include the plural and vice versa; words pertaining to the male sex should include the female sex and vice versa; references to persons include all legal persons.

  2. Term

    The term of this Agreement shall commence on the date hereof and will continue and effect unless terminated by either party upon thirty (30) days' notice in writing to the other party.

  3. MegaTransfer Merchant Services
    1. Upon the execution of this agreement. MegaTransfer will provide all necessary instruction and software to facilitate the execution of payments from customers and other MegaTransfer member accounts to the Merchant through MegaTransfer’s eWallet Payment Service and Gateway Service.

    2. Any funds collected by MegaTransfer on behalf of the Merchant will be transferred immediately to the Merchant’s account less any fees due to MegaTransfer.

    3. The Merchant agrees that any funds received by them from a customer through the MegaTransfer service must, if needed, be returned back to the customer through the MegaTransfer service up to the amount received in total from this customer. Failure to do so will compromise MegaTransfer’s Anti-Money Laundering policy and allows MegaTransfer to void this agreement. Any funds due to the customer above the amount received in total can be returned by any means, at the discretion of the Merchant, including through the MegaTransfer Service.

    4. The Merchant is aware that the receipt of funds into the Merchant Account does not amount to the receipt of cleared funds. In the event that funds are reversed due to, but not limited to, credit card chargebacks, insufficient funds or revoked authorisations, the Merchant remains liable to MegaTransfer for the full amount of the funds including any fees. If MegaTransfer is unable to fully recover the funds, the merchant is required to repay the total amount by reconciling any negative balance through the uploading of funds into the Merchant Account immediately. Failure to do so gives MegaTransfer the right to send reminders or take debt collecting measures, any expenses incurred while doing so will be added to the total amount due to MegaTransfer.

    5. MegaTransfer reserves the right to suspend or limit the MegaTransfer Services pending full payment of any outstanding claims, charges, penalties, costs or charges by the Merchant.

    6. In accordance with governing regulation, MegaTransfer will at all times hold Merchant funds separate from its own corporate funds and will not use Merchant funds to cover its own.

    7. In cases where the Merchant is intentionally misleading about its practices, business activities, registration, area of expertise, statements in advertising and/or misrepresentation of products, Megatransfer may fine the Merchant up to an amount to 33% from his volumes, capped at 5000 GBP.
      1. In any case where such misleading practices have caused damage to MegaTransfer greater than 250 GBP , the total amount of damage can be appropriately deducted from the account balance of the Merchant.

    8. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Megatransfer in relating to, or in connection with this Agreement will be limited to the total fees paid by Merchant hereunder for the prior six months period.

    9. Operating expenses or other corporate costs. In the event of bankruptcy, MegaTransfer will not voluntarily make Merchant funds available to its creditors.

  4. Merchant Obligations
    1. The Merchant shall open and maintain a Merchant Account by contacting MegaTransfer through the MegaTransfer website. During the registration process, the Merchant shall provide all necessary and relevant information as required by MegaTransfer under its KYC and Anti Money Laundering Policy, and if necessary provide supporting documentation. This can include information or documentation pertaining to the Merchant’s business, corporate structure, directors and other key employees. As part of the registration process, the Merchant shall accept the Terms and Conditions.

    2. Upon confirmation of account registration, the Merchant shall integrate the relevant MegaTransfer Services into the Merchant Website.

    3. The Merchant grants MegaTransfer the right to access the Merchant Website for the purpose of conducting manual checks or automated searches in order to investigate the accuracy of information contained on the Merchant Website in relation to the MegaTransfer Services.

    4. In order to prevent misuse, the Merchant agrees to restrict any login to its Merchant Account to only one or a range of IP addresses. The Merchant will inform MegaTransfer of any additional IP address accesses needed.

    5. The Merchant shall not receive funds for the delivery of any good and services listed in the general Terms and Conditions as prohibited and/or which are illegal under applicable law.

    6. The Merchant shall offer its full co-operation to MegaTransfer to investigate any suspected illegal, fraudulent or improper activity.

    7. The Merchant authorises and consents to MegaTransfer obtaining credit and financial information relating to the Merchant from any third parties and to undertake any checks on the Merchant at its sole discretion.

    8. It is the responsibility of the Merchant to inform MegaTransfer in writing of any changes to its business or the goods which might have an adverse impact on MegaTransfer’ compliance with applicable law or any of its Regulatory Requirement, the Merchant shall indemnify MegaTransfer against all losses arising out of the Merchant’s failure to notify MegaTransfer of any such changes that are relevant for compliance with Regulatory Requirements applicable to MegaTransfer or the Merchant.

  5. Reserve
    1. MegaTransfer, for the purpose of security, may establish a Reserve by holding a percentage or absolute amount of funds transferred TO the MegaTransfer Merchant Account. The amount will be held for a settlement period, during which the Merchant will be unable to withdraw the reserve amount. The settlement period and reserve (either expressed in a percentage or an absolute amount) will be determined by MegaTransfer and discussed with the Merchant. All details can be found in the attached fee schedule. At the end of the settlement period, the reserve will be released back to the Merchant.

    2. MegaTransfer may consider a number of factors when determining the Reserve details including, but not limited to: Business risk of Merchant, Merchant’s financial status, an increase in the Merchant’s chargebacks, complaints or reversals and where MegaTransfer reasonably believe the Merchant will not be able to perform its obligations under this Agreement.

    3. MegaTransfer reserves the right to retain funds from Merchant's account in case of fraudulent activity of third parties or/and well-grounded suspicion of possible fraud related to the retained amount. In such case funds will be retained for a period up to 540 days before funds can be cleared, or until such a time when it will be evident that releasing funds possess no risk of damage neither to Company nor to payers.

  6. Refund, Withdrawal and Chargeback
    1. Merchant agrees to submit all Refunds for returns of products and services. Full refunds can be for the exact amount of the original transaction. Refunds can be processed within 60 days after the original transaction date, and that Refunds processed after the said number of days may be incapable of being processed.

    2. Merchant agrees to pay for the Refund fee specified in MegaTransfer's Schedule of Fees.

    3. Merchant agrees to take full responsibility over any Chargeback issued by Merchant's client. Merchant is liable for the full amount of the transaction related to the Chargeback plus any associated fees, fines, expenses, or penalties.

    4. Merchant is allowed to process withdrawals to the cards of his clients.

  7. Fees
    1. The fees payable by the Merchant for the MegaTransfer Services are as set out in the attached Fee Schedule.

    2. The Merchant hereby authorises MegaTransfer to deduct any fees payable by the Merchant from the Merchant Account balance. If there are insufficient funds available in the Merchant Account balance, or the balance falls in the negative, MegaTransfer reserves the right to invoice the Merchant the amount payable.

    3. All the Fees mentioned in Appendix I of the agreement can be changed anytime, without prior notice to the Merchant.

  8. Warranties

    Each party warrants and represents to the other party that:

    1. It has and will maintain all authorisations, powers and licenses (in the case of MegaTransfer, its FCA authorisation) to enter into this Agreement and to fulfil its duties and obligations hereunder.

    2. It will perform its duties and obligations hereunder with adequate and reasonable skill and care; and

    3. It has and will maintain adequate facilities, including but not limited to, staff training, internal controls and procedures as well as sufficient technical and IT equipment.
      In addition, the Merchant warrants that:

    4. It will deliver the Merchant Products/Services to its customers to the standards it sets out in their Terms and Conditions without undue delay;

    5. The Merchant Products/Services that are made available to customers comply with applicable law in any jurisdiction in or to which the Merchant is making its goods and services available;

    6. The Merchant has at all times all requisite licenses and permits in place to engage in the advertising and provision of its goods and services; and

    7. It is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Merchant is not sending or receiving funds to or from an illegal source.

  9. Changes to Agreement
    1. The Merchant acknowledges and agrees that this Agreement is subject to change from time to time. MegaTransfer will give notice to the Merchant of any such proposed changes.

    2. Any proposed changes will come into effect immediately.

    3. If no objection to the proposed changes are received by MegaTransfer from the Merchant within one week of notification of proposed changes, MegaTransfer will consider the proposed changes accepted by the Merchant.

    4. If the Merchant wishes to contest or not accept any proposed changes put forth by MegaTransfer, they have the right to terminate this agreement with immediate effect without charge.

  10. Taxes

    If any tax applies to the receipt of any funds by the Merchant, it will be the responsibility of the Merchant, not MegaTransfer, to report to the appropriate tax authority.

  11. Confidential Information
    1. Both MegaTransfer and the Merchant acknowledge that any Confidential Information received from the other may not be used or disclosed, except as necessary to perform the obligations under this Agreement and only to the extent necessary for such purpose. Both parties agree to restrict the disclosure of the other party’s Confidential Information on a needs to know basis, to its employees.

    2. Both Megatransfer and the Merchant agreed to handle customer information with high standards of security, also as the companies use serves located in different jurisdiction, third party providers and affiliates companies, without territorial limitation , so the obligation of confidentiality remains equal to all the parties involved as we shared the information to carry out their services , in case of any breaching of this obligation it will be communicated immediately to the other party.

    3. The right to rectification, modification and alteration of confidential information can be exercises at any moment, and we have the obligation to keep and store the information for the period prescribed by the law.

    4. If either MegaTransfer or the Merchant commits a breach of this clause (11), which is considered to cause consequential loss or damage of any kind against whom the breach has been committed, either party can bring an action for injunctive relief to specially enforce the terms of this clause.

    5. To inform promptly (and in any event within one business day of becoming aware of such an event) if any personal data processed under this Agreement is lost or destroyed or becomes damaged, corrupted, or unusable or is otherwise subject to unauthorised or unlawful processing including unauthorised or unlawful access or disclosure.

    6. It will not be considered a breach of this clause, if either party discloses the Confidential Information of the other party, if they are required to do so under Law.

  12. Termination
    1. Both parties may terminate this Agreement without reason upon 30 day notice to the other party.

    2. MegaTransfer reserves the right to terminate this Agreement, without notice, with immediate effect:

      1. If the Merchant files for bankruptcy, becomes insolvent or goes into liquidation.

      2. If the Merchant is taken over, amalgamate or merger with any other company.

      3. If the Merchant breaches this Agreement and does not remedy the breach within a reasonable time frame.

      4. If the Merchant fails to comply with applicable law and regulation.

    3. Termination will constitute termination of this Agreement and any pending transactions will be cancelled. Any funds held by MegaTransfer on behalf of the Merchant will be paid, any reserves held will be paid at the end of their agreed settlement periods.

    4. Upon any termination or expiration of this Agreement for any reason, all provisions of this agreement which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

  13. Notices

    Any notice to be given pursuant to this Agreement shall be in writing and delivered by a recognised delivery service or by facsimile to the respective addresses. MegaTransfer may give notice to the Merchant by email to any registered email address of the Merchant Account. All notices will be in English.

  14. Governing Law

    This Agreement shall be governed by and construed in all respects, in accordance with the laws of England regardless of jurisdiction in which the dispute is determined, as such, both parties submit to the non-exclusive jurisdiction of the English Courts.

  15. Force Majeure

    Neither MegaTransfer nor the Merchant shall be liable to the other for any delay or failure to perform beyond reasonable control.

  16. Enforceability

    If any of the provisions of this Agreement are found by a court or competent jurisdiction to be invalid under any applicable statute or law, then such part shall to that extent, be deemed omitted.

  17. Entire Agreement

    Both MegaTransfer and the Merchant acknowledge that this Agreement, including all schedules and other documents included herein, constitutes the complete and exclusive statement of the terms and conditions between the parties in relation to its subject matter. This Agreement will supersede and merge all prior proposals and agreements, oral and written, between the parties relating to this Agreement.