Terms and conditions

Terms of Condition

These Terms and Conditions together with your registration and any other documents provided to you in the Software or written Contract create legally binding agreement in between you and FrgPay (hereinafter Agreement). This Agreement contains rights and obligations of the parties, reservations, liabilities and other terms of Service. Please read the terms of this Agreement carefully before agreeing. This Agreement also emphasizes certain risks associated with the use of the Service.

This Agreement is provided and concluded in English language. You agree that any use of the Service by you shall constitute your acceptance of this Agreement.


Legal Disclaimer

This Agreement contains our entire agreement on the subject matter hereof. No statement of any party made after conclusion shall be interpreted contrary to the provisions of this Agreement.

In the event that any provision of this Agreement is or becomes invalid, void, or unenforceable, then the invalidity, ineffectiveness or unenforceability of such provision shall not affect the validity, effectiveness and enforceability of the remaining provisions of this Agreement, unless otherwise defined by Law.

You as the Client are solely responsible for understanding and complying with all Laws, rules and regulations specific to your jurisdiction that may be applicable in connection with the use of the Services, including but not limited to, those related to export and import activities, taxes or foreign currency transactions.

This Agreement is only provided to business entities as defined in the Companies Act. Only business entities that sell goods or services may use the Service. FrgPay does not offer any Services to consumers and does not enter into binding legal relationship with  consumers.

Please note the following risks and key terms applicable to Your use of the Service:

AML: Council Directive from 10 June 1991 on the prevention of the use of the financial system for the purpose of money laundering (91/308/EEC) as amended by the Council Directive on 4 December 2001 (2001/97/EEC) and Money Laundering Regulation 2007 (SI 2007/2157).

FSMA:  Financial Services & Markets Act 2000, as amended

PSD: Payment Services Regulation 2009 (SI 2009/209) that gave effect to Directive 2007/64/EC of the European Parliament and of the Council on 13th November 2007 on payment services in the internal market.

EMR: Electronic Money Regulation 2011 (SI 2011/99) that gave effect to Directive 2009/110/EC of the European Parliament and of the Council on 16th September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions, amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC.

Application: software for creating payment requests and processing payments accessible at https://frgpay.com

Applicable Law:  Laws of England and Wales. This Agreement and the relationship between us shall be governed by English law. For complaints that cannot be resolved otherwise, submission should be made to the non-exclusive jurisdiction of the English courts arising out of or in relating to this Agreement or the provision of our Services.

Copyright Act: English Copyright, Designs and Patents Act 1988 (the 1988 Act), as amended

Client (You): merchant selling goods or services or a payment gateway operator or a payment integrator.

Business Days: official business days in USA;

Business Hours: hours between 9am and 5pm GMT on Business Days in USA;

Event Outside Control: any act or event beyond FrgPay's reasonable control, including without limitation non-delivery or defective delivery of third party services necessary to provide the Service (including but not limited to those of our partners, vendors and suppliers), strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, world wide web unavailability or malfunction, governmental prohibition or other limitation of peer-to-peer Digital Currencies, or seizing of infrastructure and operations of peer-to-peer Digital Currencies.

Execution Date: date of acceptance of this Agreement, i.e. date of registration;

Fees:   amounts billable by FrgPay to the Client under this Agreement;

DC Gateway: software and technology that enables processing of peer-to-peer Digital Currency;

Peer-to-peer Digital Currency (DC): an open source software-based online payment system such as Bitcoin and Fargocoin. Payments are recorded in a public ledger using its own unit of account and are based on a peer-to-peer protocol.

Services: Transaction processing and exchange services provided by FrgPay including access to Client's management facility (FrgPay account);

Software: Website and the Application

This Agreement: either an online registration for the provision of FrgPay Services that was accepted by FrgPay or a written contract concluded between Client and FrgPay that refers to these Terms and Conditions. Registration or Contract and these Terms and Conditions form an entire agreement in between Parties ;

Transaction: transfer of peer-to-peer Digital Currency or reverse transfer in case of refund for cancelled sale.

Website: website https://frgpay.com where registration, this Agreement, Fees, Services and any other information is accessible.


Provision of Services

We agree to provide our Services to you for the purpose of Transaction processing through our Software. We are a DC payment processor enabling acceptance of DC as a form of payment for goods and services.

We do not provide services such as DC trading, DC wallet, or DC purchase. You authorize us to receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary or desirable to provide the Services and to comply with applicable Law.


Nature of Services

Data registered in DC protocol is not considered to be receivable from another person, and any DC transaction is thus not deemed to be a monetary transaction in cash or electronic money under FSMA, Payment Services Directive or any other applicable legal statute. DC does not constitute a currency or money as defined in the English legal system.

Any DC transaction does not represent any of the payment services or non-cash foreign currency transaction listed in the FSMA.

DCs are not considered to be investment instruments pursuant to FSMA because DC s do not have the nature of a security (or book-entry) or a derivative.

DC transactions are not provided under permission of Financial Services Authority and such transactions are not under the scope of supervision, control or any other review of FSA, or any other regulatory office. FrgPay is not authorized to provide payment services under FSMA, PSD or EMR.

OUR OBLIGATIONS

We are obliged to:
-    provide you and your customers with invoices and payment details in DC for every authorized transaction,
-    process all payments received in DC within specified time,

YOUR OBLIGATIONS

You are obliged to:
-    provide us with accurate, correct and valid payment information, -    adhere to this Agreement, -    refrain from any speculative or fraudulent transactions using DCs, -    pay fees for transactions.


Licence

You hereby warrant to us that during the whole term of this Agreement your use of the Services:
-    will not breach any applicable international, European or English Law or regulation or  L aw of country of your incorporation or residence, including applicable tax laws. -    will not relate to sales of -    drugs, narcotics, research chemicals, medicals or any controlled substances, -    items that infringe or violate any copyright or trademark, -    items that are restricted from trade by the decision of responsible authorities, -    ammunition, firearms, explosives, weapons or knives. -    high yield programme schemes, Ponzi schemes or any other similar schemes, -    will not relate to sales of any services or goods that are fraudulent or in any way illegal or breaching rights of consumers.

You hereby warrant to us that you have the right, power and ability to enter into and to perform this Agreement and that persons acting on your behalf have the authorization to do so.

You hereby warrant to us that no transaction submitted for processing to us shall be used:
-    for money laundering or any other criminal activity. Money laundering means any act which: -    constitutes an offence under section 18 (Money laundering) of the Terrorism Act 2000; or -    constitutes an offence under section 327 (Concealing etc), section 328 (Arrangements) or section 329 (Acquisition, use and possession) of the Proceeds of Crime Act 2002; or constitutes an attempt, conspiracy or incitement to commit an offence specified in first sentence; or constitutes aiding, abetting, counselling or procuring the commission of an offence specified in first sentence; or -    would constitute an offence specified above if done in the United States. -    to split sales transactions in order to avoid or circumvent authorisation limits, i.e. two or more sales transaction receipts shall not be used for a single transaction.

This Agreement is an agreement for provision of services. We do not grant or offer any warranty for the quality of services provided. We disclaim all warranties including any warranty in regards to quality, suitability for a particular purpose or any service provided to the extent permitted by Law.

Not with standing anything in this Agreement to the contrary, shall in no event make us liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, any damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages.

We shall in no event be liable or responsible for any delays or errors in performance of the Services caused by other parties or events outside of our reasonable control.

No term of this Agreement shall be enforceable by a third party, especially by your customers.

This Agreement does not create any agency, partnership, joint venture or employment relationship between you and us. In the performance of their respective obligations hereunder, parties are independent contractors.

Neither party shall bind the other party to any contract or performance of obligation, nor shall neither party represent to any third party that it has the right to enter into a binding obligation on the other party's behalf.


FrgPay Account Registration

You are obliged to open an Account on our website. The information you provide at the time of account opening must be accurate, valid and complete, and you must inform us in a timely fashion of any changes to such information.

We may request additional information from you to ensure you are a Business Entity (including personal details of directors, copy of director's identity documents, copy of certificate of incorporation, articles of association, commercial license or any other documents).

We reserves the right to reject your account registration, or to close your account and terminate this Agreement.


Transaction levels

We impose daily transaction processing limits and limits on individual transactions unless specified otherwise. These transaction limits are set forth by applicable legal statutes and can only be lifted if we conduct a personal verification on you.

You agree to adhere to the transaction processing limits applicable. We may not process any transactions that overreach the limits and such refusal to process does not constitute a breach of this Agreement.


Invoices and Records

We do not record, store or anyhow maintain data about your customers , their purchases or other specific information of your B2C or B2B transactions. You are solely responsible for keeping all records needed for fulfilling legal obligations regarding sales. If sale of an item requires any regulatory registration, you are responsible for such registration.

We may at any time demand any information mentioned in the previous paragraph and you are obliged to provide us with such information.

It is your obligation to obtain authorization from your customers to forward such information to us.


Customer verification

You are solely responsible for obtaining any information required from those, who purchase your goods or services. If applicable Law requires customer identity verification, you are legally obliged to do so. We will not be responsible for any failure to adequately verify identities or qualifications of your customers and in case you will not provide proof that such verification had taken place, we have the right to refuse processing of transactions or to terminate this Agreement.

You hereby acknowledge that we have full right to demand any information as specified in AML and you agree to provide such information in due time.


Right to reject transaction

We have an unconditional right to decline processing of any transaction if doubt exists that such transaction violates this Agreement. If we reasonably suspects that you or any third party used your FrgPay account for an illegal purpose, we are fully authorized by applicable legal statutes to forward information about you and your FrgPay account to responsible legal authorities.


Right to demand identification and further information

We may be obliged by Law to identify any persons acting on your behalf in connection with the use of the Services or specific transactions. If you refuse our request for such identification, we have the right to immediately terminate your FrgPay account without any consideration.


Information and Transaction Security

We use several security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. We however cannot guarantee that unauthorized persons may under some conditions gain access to your information, and you acknowledge that information is provided at your own risk, except as otherwise provided by applicable Law.

As part of the provision of Services, we may share information about you and your FrgPay account with third parties, including but not limited to your bank and your customers.


Advertising

By mutual consent, we may publish your corporate name and logo on FrgPay website and promotional materials.


Invoice Generation

In order to create a payment request, you must make an instruction through the Software to collect a specific amount in DC.
-    Shall the payer transfer DC in specified amount within the specified time frame, we are obliged to credit the amount of DC in the payment request to your FrgPay account, -    If  the purchaser fails to transfer DC according to the payment instructions in the time period specified therein, we will terminate such transaction and inform you of the failure.


Fees

All our Services are provided for monetary compensation and an agreed fee is charged on every processed transaction. By accepting this Agreement you agree with the fees specified on our Website .


Processing of Payments

We will process payments sent over DC network and post balance to your FrgPay account, once the payment is confirmed .

We may thus temporarily hold debits and credits on your FrgPay Account until they are settled to your DC address. We do not pay any interest on payments temporarily held.

You may receive customer payments in DC. We do not accept any responsibility for exchange rate volatility. Should you choose to receive DC, we will only transfer the amount of DC customer paid and we do not accept any responsibility for the change of DC value over time.


Reverse payments for sales terminated after settlement

If you have specific refund terms or other specific conditions for sales, your refund policy must be provided to your customers prior to the transaction itself. We will not return or refund any fees charged for transactions that were later terminated by you or your customers. We can process return of payment for any terminated transactions originally processed by us, if requested. We will only process refunds under the following conditions:
-    Payment was processed on your behalf according to your request and terminated sale occurred, -    Refund shall be processed in DC, e.g. you are returning DC to your customer and transfer such DC to your customer as a refund. Please note that refund is considered to be a new transaction and all terms and conditions for such transaction shall apply , especially the fixed rate time period and fee for processing.

We will not by any means be responsible for any change of value of DC occurring in between the original transaction time and the refund time.


Settlements

Payments in DC are transferred to the linked DC address as set in your FrgPay account settings. All settlements are made in one instalment whenever the minimum transfer threshold is reached at 11:00 a.m. GMT on the first Business Day subsequent to reaching the threshold limit.

We do not provide a DC wallet. Funds in FrgPay account are only held temporarily until you request withdrawal. FrgPay is not an fiat currency payment system and therefore FrgPay does not offer any fiat currency exchange Services or an fiat currency payment gateway. FrgPay only processes payments sent by your customers in DC and such payments may be transferred to you in DC.


Account Statements

Account statements are available in your FrgPay account at all times.


Agreement Validity and Termination

Validity

This Agreement is effective from the date you accept the terms and conditions set out herein by registering on the website and the Agreement is valid as long as you use the Services or until terminated by any of the parties, provided that the terms by their nature are intended to continue after termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so continue after termination.


Amendment

This Agreement may be amended, supplemented or anyhow altered by us without your prior consent. We shall inform you of such amendment in writing prior to the day the amendment becomes effective and valid. You are entitled to withdraw from this Agreement within 14 days from the date you receive any amendment to this Agreement. This Agreement shall not be modified in any respect without our express written agreement.


Termination

We reserve the right to immediately and without notice cancel or temporarily suspend Services or to terminate this Agreement, if:
-    You fail to comply with your obligations in relation to this Agreement; -    any of the representations and warranties above prove to be false, invalid or misleading, or -    service upon which the Payment System relies is unavailable.


Your Right to Close Your Account

You are entitled to terminate this Agreement and your FrgPay account at any time. Before the closure of your account all outstanding fees and other claims must be fully settled.


Our Right to Terminate

We may terminate this Agreement and close your account at any time without stating a reason, upon notice to you via email or phone. The termination notice period shall be 30 days from delivery of notice.


Taxes

You are responsible for calculation, levying and paying any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our software and services.

We shall not determine whether taxes should apply, or should be calculated, collected, reported, or remitted to any tax authority arising from any transaction.

We do not levy any taxes on Transactions at the moment of this Agreement conclusion. However, should we be obliged to collect or levy any taxes or other statutory payments on any of the Transactions by Law, we are entitled to calculate and collect such taxes.


Assignment

You may not transfer or assign this Agreement, or any rights, receivables or any other claims granted to any third party without our prior written consent.


Communication

You agree to accept communications from us in electronic form, and agree that all terms, conditions, agreements, notices, disclosures or other communication that we provide to you electronically will be considered to be “in writing.”


Governing Law; Arbitration

These Terms will be governed by and construed in accordance with the Laws of USA without reference to conflict of Law or choice of Law provisions.


Force Majeure

FrgPay shall not be liable or responsible for any failure to perform, or for any delay in performance of obligations under this Agreement that is caused by an Event Outside Control. If an Event Outside Control takes place that affects the performance of our obligations:
-    we shall contact you as soon as reasonably possible to notify the you of such an Event; -    our obligations shall be suspended for the duration of the Event Outside Control. Where the Event Outside Control affects performance of the Services, we shall inform you of the Event Outside Control expected duration. -    we shall not be liable for any harm or damage that occurs due to our failure to provide services as a consequence of Force Majeure -     if as a consequence of force majeure provision of Services shall be delayed by more than two (2) weeks, both Parties shall be entitled to terminate transactions with immediate effect by means of a written notice addressed to the other party, without being bound to damages.


Your Liability

You are solely responsible for all payments that you receive from your customers and all respective orders and other instructions given to us in order to process such payments. We do not bear any liability for incorrect, invalid or inaccurate information provided by you or your customers. We do not enter into any legally binding agreement with your customers or any other third parties thereof and we are thus not responsible for any loss or damage such persons may sustain. We are not responsible for any fees, fines, penalties and other liability incurred by you , your customers or a third party caused by your use of the Services and/or arising from your breach of this Agreement.

In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your FrgPay account Balance (if available). If there is insufficient balance in your FrgPay account to cover your liability, we reserves the right to collect your debt by using any payments received in your Account, otherwise you agree to reimburse us as soon as possible.