Date of the last revision: 27th July 2020Welcome to Zitopay. This Zitopay Services Agreement (“Agreement”) is a legal agreement between Zito Financial Company Limited (“Zitopay”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Zitopay Account page to receive certain payment processing, data, technology and analytics services, and other business services that may be offered by Zito Financial Company Limited and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services. If you do not understand any of the terms of this Agreement, please contact us before using the Services. You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
01.Overview of this Agreement
This Agreement provides a general description of the Services that Zitopay may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website. Before using the Services, you must register with Zitopay and create an account (a "Zitopay Account”). Section A describes the process of registering for and using your Zitopay Account. Section B describes your use of the API and the Services. Section C describes the Payment Processing Services, which are one type of Service provided by Zitopay. Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data. Finally, Section E describes your liability to Zitopay for all losses connected with your Zitopay Account, your agreement to resolve all disputes with Zitopay by arbitration and not in a lawsuit, and other legal terms that apply to you.
02.Your Zitopay Account
Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons are eligible to apply for a Zitopay Account to use the Services described in this Agreement. Zitopay and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements. To register for a Zitopay Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birth date, and government-issued identification number) about your beneficial owners, principals, and your Zitopay Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Zitopay Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason. If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Processing Services to conduct any personal transactions or for peer-to-peer money transmission, or for any other purposes prohibited by this Agreement.
Business Representative: You and your Representative individually affirm to Zitopay that your Representative is authorised to provide the information on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Zitopay, neither you nor your Representative may register or attempt to register for a Zitopay Account on behalf of a user Zitopay previously terminated from use of the Services. If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement. The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorised officer. Any such approving board, authorised officer, parent, or legal guardian is responsible to Zitopay and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You may not use the Services if you are under 13 years of age.
03.Your Relationship with Your Customers
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Zitopay is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services, you provide to your Customers. Zitopay provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for the delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
04.Fees and Fines
Zitopay will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page, and incorporated into this Agreement. The Fees include charges for the use of the platform and for Transactions (such as processing a payment) and for other events connected with your Zitopay Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 10 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable law).
In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Zitopay Account or any Payment Method Provider or Payment Method Acquirer resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations. You request a complete blending of Fees for payment mobile money processing for all merchant services charges (MSC) for all payment brands and categories irrespective of the underlying differences in interchange fees. If you do not understand the Fee Schedule or you have a question about Fees or wish to receive unblended rates for payment card processing, please contact us. You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value-added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.
05.Taxes and Other Expenses
Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable law, we may be required to file a periodic informational return with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by appropriate tax and revenue authorities. We also may, but are not obliged to, electronically send you tax-related information.
a. Compliance with Applicable Laws:
You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
b. Restricted Businesses and Activities:
You may not use the Services to enable any person (including you) to benefit from any activities Zitopay has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions. Please review the list of Restricted Businesses thoroughly before registering for and opening a Zitopay Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.
c. Other Restricted Activities:
You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to:
(i) access or attempt to access non-public Zitopay systems, programs, data, or services;
(ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws;
(iii) act as a service bureau or pass-through agent for the Services with no added value to Customers;
(iv) transfer any rights granted to you under this Agreement;
(v) workaround any of the technical limitations of the Services or enable functionality that is disabled or prohibited;
(vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws;
(vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect the use of the Services by our other users, or
(ix) impose an unreasonable or disproportionately large load on the Service.
