Terms and Conditions

This Service Agreement for GSPAY Processing Solutions is made by and between GSPAY and you (the "Merchant").

In consideration of the mutual covenants herein contained and intending to be legally bound by the provisions of this Agreement, the parties agree as follows:

1. Description of Services

1. GSPAY and related services (the "Service") act as an intermediary between the Merchant's Internet web site and the banking network, the Merchant's payment page is located on GSPAY secure servers. As part of the Service GSPAY also provides the Merchant with access to a management interface which allows the Merchant to track sales and make certain administrative changes to its account(s) on-line.

2. We do not provide any type of Customer user support or technical support concerning your Merchandise or Services. Our Customer support is limited to assisting potential Customers in the use of the GSPAY Site and its shopping cart to make purchases of Merchandise or Services, providing information concerning the status of your fulfillment of Orders, and assisting Customers regarding refunds, returns and billing questions. We will refer any other type of support inquiries from Customers or prospective Customers to you, and you agree to provide reasonable Customer support for such inquiries.

2. Definitions

The following terms are defined for use in this Agreement:

"Agreement" means this GSPAY Processing Solutions Agreement and all exhibits and attachments hereto.
"Authorized Agent" means an individual authorized by Merchant to act as the legal representative of the Merchant for all matters pertaining to this Agreement.
"Bank" means a member bank of Visa and MasterCard, or any other credit card company with which the Merchant has entered a separate agreement to receive an Internet merchant account.
"Merchant" means the entity that accepts these terms and conditions.
"Customer" means any person desiring to purchase goods or services from the Merchant.
"Fraud Scrub" is an additional service made available by GSPAY whereby the Merchant's transactions are evaluated prior to an authorization to determine if the transaction is potentially fraudulent or at risk for non-payment.
"GSPAY" means GSPAY Limited.
"Merchant Agreement" means the agreement executed between the Bank and the Merchant.
"Processing Solutions" means GSPAY integrated payment processing service and all other related services.

3. Service Fees

GSPAY's pricing model is unique and rates are determined by individual negotiation based on business profile (e.g. business type, processing volume and demographics). The tables below are an example for some of our rates:

Rates Monthly turnover E-Commerce Hi risk Direct Travel $10,000-20,000 5% 6% 7% 8% $20,000-50,000 4.5% 5% 7% 8% $50,000-100,000 3.5% 4% 7% 8%

Transaction Fee. GSPAY will charge a per transaction fee at a rate of USD $0,50-$1,00 depending on the bank acquirer for credit card transaction services.
Refund Fee. GSPAY will charge a per refund fee at a rate of USD $0,50-$1,00 depending on bank acquirer.
Chargeback Fee. A fee of USD $35.00 will be charged to the Merchant for every transaction which we process on the Merchants behalf which is "charged-back" by the Customer.
Wire transfer Fee. GSPAY will charge a fee of USD$40.00 per wire transfer to a Merchants/Affiliates.

4. Holdbacks

Holdbacks are 10% of monies earned by the Merchant which are held back for a period of six months. After six months the monies will be paid to the Merchant on the next calendar month. Holdbacks are required to protect against fraud and charge-backs. GSPAY is in no way responsible for any losses you sustain, including claims for lost income or profits, on account of the imposition of Reserves for any reason.

5. Payment
We will issue payment to you based on your Payout information that you provide in our Merchant Control Panel. We reserve the right to charge any fees deductions against the holdback. We have two weeks delay before the first payment for new GSPAY merchants from the first successful transaction made. GSPAY make the following payouts weekly. We send payments directly to your bank account via Wire Transfer, also called Tele-Transfer in some countries. Any applicable fees for this payment are specified in the Products and Services. Your bank may also directly collect additional fees to receive the payment, and you will be solely responsible for any such fees.

6. Compensation, Accounting

1. The following compensation for the services rendered by GSPAY is agreed upon.

a. GSPAY will charge for each individual transaction a processing fee. The individual processing fee will be listed in your GSPAY account.
b. For each payment operation the Merchant will be charged a certain per transaction fee. The individual amount is seen in your GSPAY account.
c. For each chargeback the Merchant will be charged 35 USD for chargeback transactions.
d. The Merchant has to pay all the bank charges arising with the execution of this mandate, in particular the fees for returns/ return debit notes and objections, costs for bank transfers to and from abroad or a foreign currency account and all possible contractual penalties which may be charged to GSPAY for an excess of the rate for chargebacks, the origin of which lies with the Merchant customers. The amount of penalty is 100 USD per chargeback if the number of chargebacks exceeds 2% of the gross turnover per month. e. Merchant is responsible for any penalty GSPAY which was initiated by acquiring bank and/or VISA/MASTERCARD if the origin of which lies to Merchant's transactions as payment method for following content which:

-is unlawful or violates any applicable local, state, federal, national or international law;
-is associated with any form of adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader (e.g., books, text, photos, videos, X-rated movies, pornographic materials, etc.);
-infringes on any patent, trademark, trade secret, copyright, intellectual property, or other proprietary right of any party, including, but not limited to, the unauthorized copying and posting of trademarks, pictures, logos, software, articles, musical works and videos;
-contains harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate the Services or any system;
-is associated with the sale of (a) any controlled drug that requires a prescription from a licensed practitioner unless you are authorized by the National Association of Boards of Pharmacy to offer such products as a Verified Internet Pharmacy Practice Site and only if such a prescription has been issued by the practitioner after a bona fide examination of the patient. -In cases of controlled substance is found on registered or non-registered website, website was used for illegal transaction processing, GSPAY reserves the right to apply a penalty of 35 000.00 USD (Thirty five thousand US dollars) per each URL.
-In case GSPAY is penalized by VISA/MASTERCARD EPI and/or Bank, GSPAY reserves the right to apply an extra penalty fee to the merchant in amount of 35 000.00 USD (Thirty five thousand US dollars). Merchant holds full financial responsibility to all and any claims represented by VISA or EPI or the partner bank.
-In case of processing of unregistered Internet shop - site, the 35 000.00 USD (Thirty five thousand US dollars) penalty is applied for every unregistered site.

2. The minimum amount to be remitted is 2,000 USD. If the Merchant turnover is less than this amount, they will be collected and remitted to Merchant, after deduction of the above-mentioned costs, when the minimum turnover has been reached.

3. The number of chargebacks is, in this agreement, limited to 2% of the gross turnover (volume of submission to the bank).

4. GSPAY will unilaterally freeze (hold) unpaid balance for 2 months under if the risk for chargebacks is unusually high; if the Merchant stops accepting and processing (provide access to services/merchandise shipment) orders or number of chargebacks has increased, compared with the preceding month, for 2,5%; GSPAY may increase the holdback for the sum of the chargebacks for three last processing months.

5. Should return charges or return debit notes of payments occur, or should the objection by Merchant Customer(s) be received and GSPAY thereby be directly charged, GSPAY may set-off payments already remitted with payments to be remitted in the future or demand repayment from Merchant. All damages and costs occurring in connection with non-collectible claims return charges or return, debit notes will be paid by Merchant.

6. The Merchant's minimum turnover per month should be not less then $10,000 USD (or 100 successful transactions).

7. Merchant's Obligation

1. You do not offer for sale any product which falls within the list of prohibited products available at the following URL: Prohibited Products which may not be sold through the GSPAY Site. The list of Prohibited Products available through the above hyperlink is incorporated by reference into this Agreement. GSPAY may update the Prohibited Products list at any time and at its sole discretion.

2. Customers must place orders themselves through the GSPAY Site. You will not place orders on behalf of Customers, nor allow anyone to place orders on a Customer's behalf.

3. The Merchant agrees that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations including any applicable card association or Automated Clearing House rules. The Merchant is fully responsible for the content and promotion of its Web site.

4. The Merchant further agrees that it will not use GSPAY Processing Solutions for sale, promotion, or engagement in illegal activities including, but not limited to, spam, pyramid schemes, check-cashing services, collection agencies, child pornography, bestiality, gambling, and lotteries. The Merchant agrees that it will not use the service to sell airline tickets or any other travel-related goods or services.

5. The Merchant represents and warrants to GSPAY that it is the owner and/or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by the Merchant to Customers, or which is used by the Merchant in its advertising or promotion. The Merchant is solely responsible for maintaining the confidentiality of its password(s) and account(s). The Merchant is responsible for any and all activities that occur under the Merchant's account(s).

6. For merchants selling tengible goods, upon receipt of purchase order, you agree to fulfill Customer's order by promptly delivering the ordered Merchandise to the Customer. You must use a common carrier such as the United States Postal Service, United Parcel Service, Federal Express, UPS or Registered mail etc., shipping charges prepaid, with instructions to deliver the Merchandise to the Customer. As our Merchant, you have all risk of loss during the shipment of Merchandise until it is delivered to the Customer. You are responsible for purchasing and paying for any insurance you deem necessary to protect your interests while the Merchandise is in transit to the Customer. You are responsible for ensuring that each shipment of Merchandise is accurately addressed to the Customer address disclosed to you in the Purchase Order. You are responsible for complying with all applicable shipping laws and regulations necessary to ensure prompt delivery of the Merchandise to the Customer, including the declaration of accurate values and descriptions necessary for applicable customs regulations, and the payment of any necessary duties or the like. If you choose to deviate from these shipping standards, do so is at your risk.

7. While GSPAY make reasonable efforts to avoid Chargebacks we reserve the right to request from new and current Merchants accurate information concerning your fulfillment of our Customer's order. You should provide us any proofs of shipment (Tracking numbers, copies of receipt) by request of GSPAY on email or fax.

8. GSPAY reserves the right to process a refund for any order which it, at its sole discretion, is believed to be of a fraudulent nature, transacted in a manner inconsistent with the terms and conditions of this Agreement, or is in violation of any other statute or law.

9. If a shipment of Merchandise or Services is not safely delivered intact to the Customer within 20 days, or if we receive word from a Customer that the Merchandise was damaged upon arrival and was either not accepted or was accepted from the shipping carrier and later determined to be damaged, or Services not provided in full, we will promptly forward any information concerning such incident to you via e-mail. You agree to promptly resolve the concern, either by authorizing a Refund for the transaction or by reshipping (at no additional cost to GSPAY or the Customer) new Merchandise in place of the lost or damaged Merchandise. You must bear all costs to return any damaged Merchandise back to you. You may choose to purchase (at your cost) adequate shipping insurance to cover your potential losses arising out of shipping Merchandise, as we will not be responsible for reimbursing you for any of these losses. If you fail to adequately respond to our forwarding of the inquiry or complaint concerning a lost or damaged shipment by the end of three full business days that passes after we have sent the inquiry e-mail to you (either by reshipping, communicating your intention to reship within 5 business days of the inquiry being sent to you, or by authorizing a Refund), then GSPAY may unilaterally make a Refund to the Customer as described below.

8. Spam

"Spam" generally involves the sending of unsolicited commercial e-mail and includes, but is not limited to, telemarketing. The use of Spam to promote a site receiving service hereunder is prohibited. Upon receipt of a verifiable complaint that Spam has been generated on behalf of a site receiving Service hereunder, GSPAY reserves the right to suspend the Merchant's account.

9. Merchant Information

The Merchant is responsible for providing information which is timely, complete, truthful, and not misleading. Merchant must provide a valid, working e-mail address on enrollment. The Merchant will notify GSPAY of any changes of ownership, regulatory actions or financial conditions that could materially affect GSPAY' rights under this Agreement.

10. Authority

Each party represents and warrants that it has the legal capacity and authority to enter into and perform its obligations under this Agreement and that those obligations shall be binding without the approval of any other person or entity. Each person signing this Agreement on behalf of a party represents and warrants that they have the legal capacity and authority to sign this Agreement on behalf of that party.

11. Fraud Scrub Service

The Fraud Scrub service is provided as a mandatory service. Acceptance or denial of transactions remains solely the discretion of GSPAY. GSPAY will not be responsible for any failed transactions or any losses from any transactions that result from this service.

12. Confidentiality

GSPAY Credit Card Processing Services and all information and documentation relating thereto, including the terms and conditions and prices of fees associated with this Agreement, shall be held in confidence by Merchant and may not be used by Merchant (other than for the furtherance of the purposes of the Agreement) nor disclosed to third parties without GSPAY prior written consent. Notwithstanding anything in this Agreement to the contrary, either party may disclose to third parties the fact that the Merchant is using GSPAY' services. The Merchant recognizes that the services and documentation thereof contain the valuable, confidential and trade secret information of GSPAY.

13. Software

In consideration for payment of any applicable fees, the Merchant is granted a personal, non-exclusive, non-transferable license to use software and related documentation provided by GSPAY to the Merchant in connection with the Service (the "Software"), in object code form only, solely in connection with the Service (the "License"). The Merchant shall not: (i) attempt to reverse engineer, decompile, disassemble or otherwise translate or modify the Software in any manner; or (ii) sell, assign, license, sublicense or otherwise transfer, transmit or convey Software, or any copies or modifications thereof, or any interest therein, to any third party. All rights in the Software, including without limitation any patents, copyrights and any other intellectual property rights therein, shall remain the exclusive property of GSPAY and/or its licensors. The Merchant agrees that the Software is the proprietary and confidential information of GSPAY and/or its licensors subject to the provisions of Section 11 ("Confidentiality") above. The License shall immediately terminate upon the earlier of: (i) termination or expiration of this Agreement; (ii) termination of the Service(s) with which the Software is intended for use; or (iii) failure of the Merchant to comply with any provisions of this Section.

14. Taxes

The Merchant is fully responsible for and agrees to pay all taxes and other charges imposed by any government authority on the services provided under this Agreement and on any transactions processed pursuant to this Agreement.

15. Limitations of Liability

GSPAY ASSUMES NO LIABILITY FOR DISRUPTIONS OF THE GSPAY SERVICE, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT, PHONE SERVICE OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. GSPAY SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING ANY LOSS OF PROFIT, REVENUE, SOFTWARE OR DATA, EVEN IF GSPAY IS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ANY OTHER CASE(S), Merchant AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER DAMAGES FROM GSPAY WHICH EXCEED THE SUM OF THE SERVICE FEES PAID TO GSPAY UNDER THIS AGREEMENT FOR THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

16. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, GSPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY GSPAY SERVICES, RELATED PRODUCTS, SOFTWARE OR DOCUMENTATION. GSPAY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17. Indemnification

The Merchant agrees to indemnify and hold harmless GSPAY, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees and allocable costs of in-house counsel), or other liabilities resulting from or in connection with this Agreement. GSPAY assumes no liability of the Merchant for failure to comply with this Agreement and any results caused by the acts, omissions or negligence of the Merchant, sub-contractor or an agent of the Merchant or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with the Merchant's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

18. Term and Termination

The initial term of this Service Agreement shall be for 12 months beginning upon execution of this document by the Merchant. The term shall automatically renew at the end of the initial term and each consecutive 12 month period thereafter unless GSPAY receives written notice of non-renewal from Client no less than 30 days prior to the expiration of any such 12 month period. GSPAY may add to or modify these conditions and rules upon notice to you. If you do not meet and follow all of the these conditions and rules, you may not enter into this agreement. GSPAY reserves the right to terminate this Agreement without cause upon 30 days prior notification to the Merchant. GSPAY may further terminate this Agreement immediately without notice and without payment at any time if the Merchant breaches any part of this Agreement, if the Merchant is believed to be engaged in fraudulent activity, or if the Merchant account has incurred an excessive number of charge-backs in GSPAY' opinion. Upon cancellation or notice of non-renewal by the Merchant, payment to GSPAY shall be made in accordance with the section entitled Payment, above.

19. Default

In the event the Merchant defaults in any provision or fails to perform pursuant to this Agreement, GSPAY shall be entitled to damages, costs and attorney's fees from the Merchant.

20. Invalid or Non-enforceable Provisions

The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

21. Governing Law

This agreement is governed by the laws of the United Kingdom. Merchant acknowledges and agrees that UK courts have jurisdiction over this agreement and GSPAY, that London is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in London.

22. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement, except that the section entitled "Payment" shall be used to construe the manner in which GSPAY is to receive its fees.

23. Amendments and Modifications

GSPAY may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on GSPAY, and to make other changes deemed necessary by GSPAY, provided that such changes do not materially alter the ongoing obligations of the parties, by sending the Merchant a specimen of the changed Agreement, or making a specimen of the changed agreement available upon a web page located on the World Wide Web. Unless the Merchant rejects the changed Agreement and terminates this Agreement by notice to GSPAY in writing within fifteen (15) days after GSPAY sends the changed Agreement, or makes said changed agreement available on the World Wide Web, the changed Agreement shall replace this Agreement and be in full force and effect.

24. Survival of Claims

Any claim against GSPAY must be made within thirty (30) days of the event of the claim.

25. Entire Agreement

By accepting this Agreement, the Merchant or the Merchant's authorized representative acknowledges that the Merchant has read, understood, and accepted this Processing Agreement, that this Processing Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that the Merchant assumes all obligations under this Processing Agreement pertaining to the web sites described in this Processing Agreement and its schedules.

26. Notices

Any and all notices to GSPAY, or other communications under or with respect to this Agreement to GSPAY, shall be in writing, and shall be delivered by hand; mailed postage pre-paid, either by registered or certified mail, return receipt requested; or by overnight courier to the following address:

Unit 111318, Ground Floor, 30 Bloomsbury Street, London, United Kingdom, WC1B 3QJ

Or via e-mail to: [email protected]

27. Transfer and Assignment

The Merchant may not sell, assign or transfer any of its rights or obligations under this Agreement without the prior written consent of GSPAY.

28. Survival of Obligations

The rights and obligations of the parties hereunder which by their nature would continue beyond the termination or cancellation of this Agreement (including, without limitation, those relating to confidentiality, payment of charges and limitations of liability) shall survive any termination or cancellation of this Agreement.

29. Merchandise sample assessment

GSPAY and/or its clearing partners leave the right to request the merchant a sample of the electronic device such as cell phone, mp3 player, GPS system and other at own discretion that generally should obtain the guarantee period and other possible post sales service for assessment possible charge backs and refunds risks which may occur due to low quality product. GSPAY will not reimburse the merchant the cost of the sample either its delivery expenses or does not guarantee the sample would be returned the merchant.

30. Acceptance

By clicking "I Agree", "I Accept"; or by using or attempting to use the Service; or by signing a GSPAY signature page which states that you understand and agree to these terms and conditions, the Merchant agrees that the Merchant has read, understands, and agrees to abide by this Agreement, and any documents incorporated by reference, and the Merchant agrees that the Merchant intends to form a legally binding contract; and that this Agreement constitutes "a writing signed by the Merchant" under any applicable law or regulation. Any applicable law or regulation.