Please review these Merchant Terms & Conditions (hereinafter: the "Merchants Terms") carefully, as they set forth legally binding terms and conditions between you and EnterPay that govern your access and use of the Service (as defined below); the Terminal (as defined below); and the Platform (as defined below), whether such access and/or use is via the Website (as defined below), the Platform (as defined below), Terminal (as defined below), locally installed programs and/or (other) software and/or hardware devices.
By accessing and/or using the Service (as defined below), you agree to these Merchant Terms on behalf of yourself and any entity you represent and you represent and warrant that you are not a Prohibited Person (as defined below) and/or that you are not residing in an Excluded Jurisdiction (as defined below) and that you have the right and authority to do so. These Merchant Terms are available for download and print at https://enterpay.com/merchant-terms.
1.1 In these Merchant Terms, the following terms, always capitalised and used in both singular and plural, shall have the following meanings:
1.1.1 Account: means the user profile, which can be created via the Website, which allows the Merchant to access and use the Service, and which forms part of the Service;
1.1.2 Agreement: means the agreement between the Parties for the access to and/or use of the Service, to which these Merchant Terms apply, and of which the Merchant Terms form an integral part;
1.1.3 Confidential Information: means any and all information (in any form whatsoever) that is marked as confidential by EnterPay, and all other information of which the Merchant knows or reasonably should know that the information was intended as confidential. Confidential Information includes, but is not limited to, all information that (possibly) contains trade secrets, (parts of) the Service, and all technology, systems, equipment, codes, tools, techniques, routines, procedures and methodologies used with regards thereto, as well as EnterPay's business affairs, financial affairs, documentation, business plans, strategies, and technical operations. Any information that initially does not fall under the definition of Confidential Information can, at a later moment, become Confidential Information;
1.1.4 Customer: the Merchant's client, which makes a payment to the Merchant via the Service;
1.1.5 Documentation: means the documentation as accessible at the Website;
1.1.6 EnterPay: means the company EnterPayment OÜ, established under the laws of the Republic of Estonia, registered with the Estonian Chamber of Commerce under registration number 17391111;
1.1.7 Excluded Jurisdiction: means Iran, North Korea, Syria, the People's Republic of China and/or a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF's listing of "High-risk and Other Monitored Jurisdictions" accessible at fatf-gafi.org and/or a jurisdiction in which the Service would be subject of licensing and/or in which crypto asset payments are prohibited;
1.1.8 Features: means the Services' current features, which can be updated by EnterPay at any time, as described in the Documentation and/or on the Website;
1.1.9 GDPR: means Regulation (EU) 2016/679 ('General Data Protection Regulation');
1.1.10 Governmental: means any nation or government, any state or other political subdivision thereof, any entity that exercises legislative, executive, judicial or administrative functions of or pertaining to government, including but not limited to any governmental agency, regulator, agency, department, council, committee or agency and any court, tribunal or arbitrator(s) with competent jurisdiction and any self-regulatory organisation, as well as private entities exercising quasi-governmental, regulatory or judicial functions anywhere in the world;
1.1.11 Intellectual Property Rights: means all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, (rights to) trade secrets and know-how;
1.1.12 Merchant: means the Party that concluded the Agreement with EnterPay for the use of the Service and which accepts crypto asset payments via (parts of) the Service;
1.1.13 Parties: means you/the Merchant and EnterPay;
1.1.14 Personal Data: means any personal data as meant by article 4 paragraph 1 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation");
1.1.15 Platform: means the application which EnterPay makes available to the Merchant indirectly through the Website, and through the Terminal, as described on the Website and in the Documentation, and which forms part of the Service;
1.1.16 Privacy Statement: means EnterPay's privacy statement, as available on https://enterpay.com/privacy;
1.1.17 Prohibited Person: means any citizen, resident of, or person established or residing in any region, including Excluded Jurisdictions, where the use of the Service is prohibited, or any entity, including, but not limited to, any company or partnership incorporated or organised in or under the laws of any region, including Excluded Jurisdictions, where the use of the Service is prohibited;
1.1.18 Service: means the provision of (Features of) the Platform and/or Terminal, as described on the Website and in the Documentation;
1.1.19 Terminal: means the hardware or software interface provided to the Merchant for accepting crypto asset payments, and which forms part of the Service;
1.1.20 Transaction: means a payment initiated by a Customer, or by a Merchant for the Customer, and which is processed via the Service;
1.1.21 Wallet: means a unique blockchain address generated for each Transaction, held and controlled by the relevant licensed third-party provider. EnterPay does not at any time hold, control, or have access to the wallet or the assets within it;
1.1.22 Website: means the website accessible at https://enterpay.com, including all associated subdomains, web pages, and all content, data, files, and resources made available through them (such as text, images, scripts, and other materials).
2.1 These Merchant Terms shall apply to the Agreement, on creating and managing the Account and to the Service. Any conditions of the Merchant, such as general conditions, do not apply and are expressly rejected.
2.2 By accessing and/or using (parts of) the Service, the Merchant and its Customer unconditionally agree to these Merchant Terms.
2.3 The Merchant will be prompted to accept the Merchant Terms before creating an Account and using the Platform.
2.4 These Merchant Terms have been prepared in English. In these Merchant Terms:
2.4.1 reference to any statute includes a reference to that statute as amended, extended or re-enacted and to any regulation, order, instrument or subordinate legislation under the relevant statute;
2.4.2 reference to the singular includes a reference to the plural and vice versa;
2.4.3 reference to "or" is not exclusive and "include" and "including" shall not be construed or read to be limiting;
2.4.4 reference to a law or regulation includes any amendment or modification to such law or regulation and any further rules issued thereunder or any law or regulation in replacement therefor;
2.4.5 references to a natural person or legal entity includes its successors or assigns, to the extent permitted under these Merchant Terms;
2.4.6 any rights of either Party may be exercised at any time and from time to time unless specified otherwise in these Merchant Terms;
2.4.7 reference to "written/in writing" in these Merchant Terms also refers to email communication, provided the identity of the sender and the integrity of the contents is adequately established;
2.4.8 reference to an article or paragraph in these Merchant Terms shall be a reference to such an article or paragraph of the body of these Merchant Terms, and not to any attachment or other document, unless where explicitly provided otherwise;
2.4.9 specific references in (the body of) these Merchant Terms to other parts of these Merchant Terms shall be without prejudice to the full general applicability of any unreferenced provision or part thereof;
2.4.10 the headings of articles or paragraphs of these Merchant Terms are for ease of reference only and shall not affect the interpretation of the respective rights and obligations of the Parties and shall not form any part of these Merchant Terms for the purposes of construction; and
2.4.11 the wording of these Merchant Terms shall be decisive in interpreting the mutual rights and obligations of the Parties under these Merchant Terms.
2.5 In the event of any conflict between these Merchant Terms and the 'Terms & Conditions EnterPay', the following order of precedence shall apply (from top to bottom):
2.5.1 these Merchant Terms;
2.5.2 Terms & Conditions EnterPay.
3.1 The Merchant represents and warrants not to be a Prohibited Person and not to be residing in an Excluded Jurisdiction, and to be legally competent and is allowed to access and conclude the Agreement. If the Merchant is, or becomes, a Prohibited Person and/or becomes residing in an Excluded Jurisdiction the Merchant must immediately cease accessing and using the Service and accepting crypto asset payments.
3.2 The Merchant also represents and warrants that access to and use of the Services is lawful in the country where the Merchant resides in the manner in which the Merchant accesses and uses the Services.
3.3 The Merchant is responsible for compliance with these Merchant Terms.
3.4 The Merchant warrants not to misuse the Service. This means, among other things, that the Merchant:
3.4.1 does not commit or encourage a criminal offence;
3.4.2 does not (mis)use Confidential Information for purposes other than the purpose of the Agreement, including but not limited to using the Confidential Information for commercial purposes;
3.4.3 does not modify or adapt (parts of) the Service or merge it into any other (computer) program, or create derivative works therefrom;
3.4.4 does not engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities;
3.4.5 does not copy, reproduce, republish, (attempt to) reverse-engineer, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Service, except as expressly permitted by applicable laws;
3.4.6 does not decrypt, does not inspect and/or does not intercept SSL/TLS encrypted traffic, proxies, HTTP(S) Proxies, Man-in-the-Middle (MitM) Proxies, Web Debugging Proxies and/or Network Traffic Analysers (when focused on HTTP/S);
3.4.7 does not transmit or distribute any virus, trojan, worm, logic bomb or other material that is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
3.4.8 does not use bots, scripts and/or other (automated) software to take advantage in or with the Service;
3.4.9 does not hack any aspect of the Service, or other Merchants, or damage data;
3.4.10 does not attempt to affect the performance or functionality of any computer facility of or accessible through the Service;
3.4.11 does not make any false, inaccurate, misleading or deceptive statements;
3.4.12 does not engage in fraudulent conduct or misuse or attempt to misuse the Service;
3.4.13 does not distribute content that violates any law;
3.4.14 does not violate any privacy rights;
3.4.15 does not pretend to be a user other than the Merchant himself (when communicating with EnterPay);
3.4.16 does not violate any applicable laws or regulations;
3.4.17 does not engage in defamatory or libellous conduct towards any other person;
3.4.18 does not threaten or harass any other person;
3.4.19 does not publish, use or cause to be published or used any malicious code, script or data that may damage, disrupt or alter the Service;
3.4.20 does not engage in conduct deemed contrary to the spirit of the Service; and/or
3.4.21 does not act unlawful in any way whatsoever.
3.5 The Merchant is prohibited from accessing and/or using the Service through a network for anonymous communication.
3.6 The Merchant is fully responsible and liable for all actions the Merchant performs using the Service.
3.7 The Merchant is fully responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use (parts of) the Service. The risk of loss, theft or damage to any information and/or assets, including but not limited to data, will at all times be borne by the Merchant. In particular the Merchant is responsible for the correct configuration, including but not limited to its hardware and Account, as stated on the Website and the Documentation.
3.8 The Merchant is strictly prohibited from (mis)using (programming) errors in (Features of) the Service and to (mis)use these errors for personal and/or commercial gain. The Merchant is obliged to report every detected (programming) error immediately to EnterPay.
3.9 Merchant acknowledges and accepts all operational risks, including crypto asset market volatility, blockchain network delays, third-party provider failures, and regulatory changes. EnterPay expressly disclaims all warranties and provides no guarantees regarding Transaction processing speed, settlement timing, or crypto asset values. As a Merchant, you agree to accept the risks of using crypto assets, including sudden market price changes, network delays, third-party service outages, and new regulations. EnterPay provides its services without any guarantees, meaning EnterPay cannot promise specific Transaction speeds, settlement times, or asset values. By using the Service, Merchants accept all risks associated with (non-exhaustive):
3.9.1 crypto asset market volatility and fluctuating asset values;
3.9.2 blockchain network delays and technical congestion;
3.9.3 failures or downtime caused by third-party providers;
3.9.4 evolving legal and regulatory requirements.
3.10 The Merchant indemnifies EnterPay and holds EnterPay harmless against any and all claims (of third parties) relating to or resulting from a breach of this Article.
4.1 EnterPay grants the Merchant, under the suspensive and rescinding conditions of these Merchant Terms, the right to access and use the Service.
4.2 EnterPay provides a software infrastructure layer that:
4.2.1 allows Merchants to accept over 200 crypto assets from Customers;
4.2.2 Interfaces with licensed third-party payment processors who are responsible for regulatory compliance, KYC/AML, and crypto-to-fiat off-ramping;
4.2.3 offers Merchants a simple, legally compliant way to receive payments in fiat currency without directly interacting with crypto assets themselves.
4.3 EnterPay does not custody, convert, or directly process any funds. EnterPay is a technology provider. EnterPay develops and operates software that routes payment, verification, and settlement instructions to licensed, regulated third-party partners. EnterPay does not itself hold, and does not represent that it holds, a Virtual Asset Service Provider (VASP), Crypto-Asset Service Provider (CASP), Electronic Money Institution (EMI), payment-institution, or equivalent licence in any jurisdiction.
4.4 All Merchants must undergo Know Your Business (KYB) verification. The KYB process includes verification of legal entity information, UBO identification, sanctions and PEP checks, and proof of business activity. EnterPay reserves the right to suspend or terminate access to the Service if a Merchant fails to meet KYB requirements or provides false/incomplete data. Know Your Business (KYB) verification is conducted as part of merchant onboarding using identity-verification technology provided by Didit (didit.me), an ISO 27001-certified, GDPR-compliant identity verification platform. Anti-money-laundering and Know Your Customer (AML/KYC) obligations relating to Customers, including Transaction monitoring and regulatory reporting, are performed by EnterPay's licensed third party providers under their own authorisations. Onboarding decisions are made on the basis of verification results. EnterPay does not guarantee approval of any application and is not liable for delays arising from incomplete or pending verification.
4.5 Customers can pay using supported crypto assets. KYC checks are performed by third-party partners when regulatory thresholds are met or where higher-risk activity is identified. The applicable operational thresholds are set out in the AML/KYC Policy. Merchants are obliged to monitor unusual or large Transactions and report them to EnterPay and the competent authorities where applicable.
4.6 Off-ramping of funds is strictly conditional upon successful completion of KYC and/or KYB verification. EnterPay has no liability for delays resulting from incomplete or pending KYC and/or KYB checks.
4.7 Each Transaction generates a unique Wallet address under the custody of EnterPay's licensed third-party provider. The provider receives the crypto asset payment and settles the fiat equivalent directly to the Merchant's designated bank account. EnterPay never takes custody of crypto assets or fiat funds.
4.8 Transactions are considered completed after the required number of blockchain confirmations. This may vary from one blockchain to another. Settlement timing and availability are determined solely by third-party providers.
4.9 EnterPay shall make good faith efforts to allow the Merchant to access and use the Service.
4.10 The Merchant agrees that the Service is provided on an "as is" and "as available" basis. EnterPay does not warrant that the Service will be error-free, complete or up-to-date at all times. EnterPay does not guarantee that the Service or any part thereof will be accessible at all times and without any interruptions or failures. Failures in the Service can occur as a result of failures in the internet, and/or as a result of viruses and/or faults and/or defects.
4.11 The Service is still under development and may undergo significant changes over time. EnterPay may make changes to Features and specifications, all of which may mean that the Service no longer meets Merchant's initial expectations. The Merchant agrees to that.
4.12 The Service may fail to secure the critical involvement and cooperation of key participants. EnterPay and/or the Service may face competition from other entities that have more capital or resources and offer a wider range of products and services that may outperform the Service. EnterPay and/or the Service may be subject to third-party claims and (non-)contractual matters. In addition, (international) laws, regulations and/or rules applicable to technology industries, including but not limited to those relating to the Platform and Terminal, may affect or limit the design, implementation and operation of the Service.
4.13 All financial services within the Service are handled through regulated third-party partners. EnterPay performs due diligence on its partners to ensure full compliance with legal requirements, such as AMLD, MiCA, and GDPR. All regulated activities including the custody, exchange, transmission, or settlement of funds or crypto assets, are performed exclusively by licensed partners under their own regulatory authorisations. References to the Services being "powered by licensed payment processors" or providing "settlement through regulated, licensed partners" refer to those licensed partners and not to any licence held by EnterPay.
4.14 EnterPay holds no regulatory licence or registration of any kind in its own name. Any registration, licence number, or authorisation referenced in connection with the Services is attributable to the relevant licensed partner and not to EnterPay.
4.15 The Service is only available in countries where crypto asset payments are legally permitted. The Merchant is prohibited from using (parts of) the Service in Excluded Jurisdictions.
5.1 The registration of an Account is in principle free of charge, without prejudice to the provisions of this article 5.
5.2 All prices stated by EnterPay are in euros (EUR/€) and including VAT, if applicable.
5.3 Conversion fees range from 1.5% to 2% of the Transaction value, plus network fees. Network fees are variable and are determined by blockchain network usage and congestion at the time of the Transaction, and are borne by the Customer. A separate off-ramp fee ranging from 1.5% to 2% applies to the fiat settlement paid to a Merchant's designated bank account. This off-ramp fee is charged to the Merchant and the applicable rate is region-dependent.
5.4 All fees are non-refundable unless expressly stated otherwise in these Merchant Terms.
5.5 EnterPay offers hardware and subscriptions for the Service, which are available via the Website. Prices vary per package, as mentioned on the Website. EnterPay may offer different subscription plans and other purchasable items (such as one-time purchases) for access to or use within the Service. Information about the pricing and features of these offerings is provided within the Platform, on the Website, and/or in the Documentation.
5.6 Where the Merchant purchases a Terminal outright, title to the Terminal passes to the Merchant upon receipt of payment in full. The Merchant is responsible for the Terminal's care, insurance, repair, and replacement thereafter. Platform access via a purchased Terminal remains subject to the Merchant Terms.
5.7 Where a Terminal is provided as part of a subscription plan, the Terminal remains the property of EnterPay or its designated supplier. The Merchant assumes full responsibility for the security, care, and proper use of each subscription Terminal from delivery until return. If a subscription Terminal is lost, stolen, damaged beyond normal wear and tear, or rendered inoperable due to misuse or negligence, the Merchant shall pay a replacement fee of up to EUR 500,- ex applicable VAT per Terminal.
5.8 Subscriptions are managed via Stripe. The Merchant agrees to electronic billing. Once the Merchant subscribes to a subscription, the Merchant will be charged for the payments due. This depends on the subscription chosen by the Merchant, as described in the previous paragraph. If the payment succeeds, the Merchant's subscription on the Service starts.
5.9 The Merchant will be recharged after the first payment for the payments due. This depends on the subscription chosen by the Merchant, as described in paragraphs 5.5 and 5.8. If the payment is successful, the subscription will be continued. If the payment fails, the subscription is automatically suspended so that the Merchant can no longer make use of the paid subscription.
5.10 Payment terms qualify as deadlines.
5.11 Directly after the Merchant has paid for the subscription, EnterPay will immediately start with the performance of the Agreement. The Merchant consents to this now and then. This constitutes the supply of digital content, which will not be supplied on a tangible medium. The Merchant already now declares that he hereby waives any right of rescission of the Agreement.
5.12 The Merchant is not entitled to suspend any payments.
5.13 The Merchant is not entitled to set off amounts due.
5.14 Not (timely) fulfillment of a (payment) obligation by the Merchant has the legal consequence that the Merchant has no claim to the subscription on the Service until the moment that the Merchant fulfills its (payment) obligations, corrects his shortcomings and EnterPay subsequently explicitly confirms at which moment the Merchant has a claim to the subscription on the Service. As long as the Merchant does not have a claim to the subscription on the Service, the Merchant is not allowed to access and/or use paid parts of the Service and/or letting others access and/or use paid parts of the Service. Moreover, EnterPay is entitled to suspend fulfillment of its obligations and the Merchant is in default by operation of law. In the event of not (timely) fulfillment of a payment obligation, the Merchant will owe statutory commercial interest on the amounts due.
5.15 In the event of late payment, the Merchant shall, without notice of default being required, in addition to the amount due and the statutory (commercial) interest thereon, be liable for full compensation of both extrajudicial and judicial (collection) costs, including, but not limited to, costs for collection agencies, lawyers and bailiffs.
5.16 In the event that EnterPay has suspended its obligations because the Merchant has not paid on time, EnterPay is entitled, in addition to the full claim(s), to an additional amount to restart work, such as costs for (re)providing the Service.
5.17 In the event of liquidation, (application for) suspension of payments or bankruptcy, debt restructuring or any other circumstance as a result of which the Merchant can no longer freely dispose of its assets, EnterPay shall be entitled, without prejudice to its other contractual and/or statutory rights, to terminate the Agreement with immediate effect, without incurring any obligation on the part of EnterPay, such as the obligation to pay damages. EnterPay's claims against the Merchant shall become immediately due and payable in these cases.
5.18 EnterPay reserves the right to set off outstanding claims that EnterPay has on the Merchant against all outstanding claims that the Merchant has on EnterPay, regardless of the reciprocity and/or (dis)similarity of the claims.
5.19 EnterPay expressly reserves the right to index the pricing and fees for the Service with a 30 days' prior notice. A price increase will not affect current subscriptions. The new price will apply when the subscription is renewed.
5.20 In addition to the preceding paragraph, EnterPay expressly reserves the right to increase the fees for the Service under the following circumstances without the possibility for the Merchant to terminate the Agreement, if:
5.20.1 there is a change in the Agreement; and/or
5.20.2 EnterPay adds, to its sole discretion, new third party products and/or services to the Service; and/or
5.20.3 there is a price increase of a product and/or service of a supplier of EnterPay.
5.21 EnterPay will announce price increases via the Platform and Website.
5.22 The risk and expense for using the (adequate) resources for the use of the Service, such as a mobile phone, internet connection, electricity, Account, and the security thereof, et cetera, is borne by the Merchant.
6.1 Refunds are issued by the Merchant directly to the Customer. EnterPay does not hold Customer funds and does not process, fund, or administer refunds on the Merchant's behalf.
6.2 EnterPay settles Transactions to the Merchant in fiat and does not return crypto assets through the Platform. EnterPay therefore does not facilitate refunds in crypto assets.
6.3 How a refund is provided to a Customer is a matter between the Merchant and the Customer. EnterPay is not a party to this.
6.4 Blockchain Transactions are irreversible, and EnterPay bears no liability for failed reversals.
7.1 EnterPay has no knowledge of and/or involvement in the actions or information carried out or made available by Merchants via the Service.
7.2 EnterPay expressly has no involvement in the contact made between Merchants and third parties as a result of the Service nor in any agreements and/or contracts, resulting from this contact. EnterPay is not a party to any agreement between Merchants and third parties, unless otherwise agreed.
7.3 The Service may contain links to other applications, platforms, services or websites, that are not managed by EnterPay, such as KYC- and KYB-services. EnterPay has no control or authority over them, makes no warranties or representations in relation thereto and accepts no responsibility therefor or for any loss or damage that may arise from their use. The use of these applications, platforms, services or websites of third parties may be subject to terms of use or terms of service of the relevant third party. EnterPay is not a party thereto.
8.1 EnterPay and/or its suppliers reserve all rights not expressly granted to the Merchant in these Merchant Terms.
8.2 The Merchant acknowledges and agrees that, except as specifically set forth in these Merchant Terms, EnterPay and/or its suppliers retain all rights, title and interest, including the Intellectual Property Rights, in and to the Service as well as any modifications, adaptations or translations thereof. The Merchant acknowledges and agrees that he/she does not acquire any rights therein, express or implied, except for the rights expressly granted under these Merchant Terms.
8.3 The Merchant is explicitly not allowed to reverse-engineer, copy, amend, or provide otherwise (parts of) the Service, other materials made available to the Merchant by means of the Service, for direct or indirect commercial purposes or for any other purposes than the purposes mentioned in these Merchant Terms, unless EnterPay has provided its prior written consent thereto, or if mandatory or peremptory law states otherwise.
8.4 The Merchant is also not allowed to make a back-up copy of the Service.
8.5 To the extent that open source software forms part of the Service, the licensing conditions of the relevant open source software may apply.
8.6 To the extent that third party software forms part of the Service, the licence terms of the relevant third party shall apply. The Merchant can obtain such licence terms from the relevant parties.
8.7 The Merchant grants EnterPay a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license, if protected by any Intellectual Property Rights at all, to use and incorporate into the Service any suggestions, enhancement requests, recommendations, reviews, ideas or other feedback provided by the Merchant, relating to (the operation of) the Service.
9.1 During the use of the Service, the Merchant may provide Personal Data to EnterPay. If so, this Personal Data will be saved and processed in accordance with EnterPay's Privacy Statement, and the applicable legislation with regard to the protection of Personal Data.
10.1 EnterPay is entitled to put the Service (temporarily) out of service and/or to reduce the use of it without any prior notification and without being obliged to pay any compensation whatsoever to the Merchant, if in the opinion of EnterPay this is necessary, for instance in connection with the reasonably required maintenance of the Service or due to force majeure. Force majeure includes, but is not limited to, unavailability of the internet, consequences of internet specific risks, site or building blockades, strikes, riots, civil disruption, war, terrorist acts, inclement weather, epidemics, pandemics, specific work interruptions, delay in transportation, earthquake, fire, storm, flood, or water damage, delay in or cancellation of the delivery to EnterPay of parts, goods or services provided by third parties, and Governmental restrictions.
11.1 EnterPay shall not be responsible or liable to the Merchant for any loss and assumes no responsibility for, and shall not be liable to the Merchant for any use of the Service, including but not limited to any loss, damage or claim arising out of: (i) user error, for example if the Merchant forgets his password(s); (ii) server failure or data loss; (iii) failure of Services.
11.2 EnterPay's liability for attributable failing in the performance of the Agreement, or any other wrongful act or otherwise, is excluded, insofar permitted by mandatory law.
11.3 If EnterPay is liable to the Merchant for damage under mandatory law, EnterPay's liability is limited to compensation for direct damage. Under no circumstances will EnterPay's total liability for direct damage, on whatever legal basis, exceed the amount paid to EnterPay by Merchant for the last twelve (12) months, unless mandatory law states otherwise.
11.4 Direct damage is exclusively understood to mean:
11.4.1 material damage to property;
11.4.2 reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and
11.4.3 reasonable costs incurred to determine the cause of the damage.
11.5 Liability of EnterPay for indirect damage is excluded. Indirect damage is understood to mean all damage not expressly designated as direct damage in the previous paragraph, including but not limited to, damage as a result of (script) hacking, consequential damage, loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of information, loss of data, lost opportunities, loss of Accounts, missed profit, missed revenue, damages resulting from cancelled orders, damages resulting from funds held by third parties, damages resulting from non-return of funds by third parties, and any other financial loss, or loss of goodwill or reputation, or other incidental, indirect, punitive or exemplary damages of any kind.
11.6 The exclusions and limitations referred to in the previous paragraphs of this article do not apply if and insofar as the damage is the result of intent or gross negligence on the part of EnterPay or its management.
11.7 Unless compliance by EnterPay is permanently impossible, EnterPay is only liable for attributable failures in the performance of the Agreement if the Merchant gives EnterPay notice of default without delay, whereby a reasonable period is set for remedying the shortcoming, and EnterPay also after that period has attributably failed in the fulfilment of its obligations. The notice of default must contain a complete and detailed description of the failures, so that EnterPay is given the opportunity to respond adequately.
11.8 A condition for the exercise of any right of the Merchant with regard to compensation is always that the Merchant reports the damage to EnterPay in writing as soon as possible, but at the latest within 30 days after the damage has arisen.
11.9 Any claim for compensation against EnterPay lapses by the mere lapse of 90 calendar days after the claim arose, unless the Merchant has instituted a legal claim for compensation before the expiry of that period. This does not affect the Merchant's obligation to complain.
11.10 The Merchant agrees to defend, indemnify and hold EnterPay harmless from any and all third-party claims or damages (including reasonable attorneys' fees) in connection with or resulting from the use that the Merchant makes of the Service, a violation by the Merchant of these Merchant Terms and/or the Agreement, and/or any unlawful activities, including but not limited to the breach of Merchant warrants (article 3) and Intellectual Property Rights (article 7).
12.1 The Agreement is entered into for the term as agreed between the Parties, failing which the term of twelve (12) months shall apply. Parties cannot terminate the Agreement before the end of such term, unless otherwise specified in these Merchant Terms.
12.2 The Merchant can terminate the Agreement after the term mentioned in the previous paragraph has ended, by sending an email to info@enterpay.com.
12.3 Unless the Agreement is terminated in time, the Agreement will be renewed automatically each time for the same term.
12.4 In addition to the other remedies available to EnterPay, EnterPay is at all times, at its sole discretion, without prior written notice or explanation and without becoming liable to the Merchant, entitled to:
12.4.1 suspend or terminate (temporarily or permanently) the Agreement and/or the right of the Merchant to access and/or use the Service, in the event that EnterPay, at its sole discretion, deems such suspension and/or termination necessary. This includes, without limitation, the situation where the Merchant does not in time, in full, or properly meet its (payment) obligation(s) under the Agreement;
12.4.2 (temporarily) restrict the Merchant's activities in connection with the Service or to ban the Merchant from the Service.
12.5 Either Party has the right to rescind the Agreement without a notice of default being necessary if the other Party is declared bankrupt or applies for a moratorium on payments, a general attachment is levied against the other Party's assets, it goes into liquidation or is dissolved.
12.6 Either Party is authorised to rescind the Agreement due to an attributable failure in the performance of the Agreement if the other Party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the attributable failure has been issued, is attributable failing to fulfil its obligations under the Agreement. If, at the time of the rescission, the Merchant has already received (parts of) the Service under the Agreement, this/these (parts) of the Service and the associated payment obligations shall not be subject to an obligation to undo.
12.7 Amounts invoiced by EnterPay prior to rescission or termination in connection with the Service already properly performed under the Agreement shall remain payable in full and shall become immediately due and payable at the time of the rescission or termination.
12.8 Upon any termination, rescission or expiration of the Agreement, the Merchant's right to access and use the Service shall cease to exist immediately, without any right to compensation whatsoever.
12.9 Upon termination, rescission or expiration of the Agreement, it is the Merchant's responsibility to secure any data the Merchant wants to retain to a computer or any storage device, in a timely manner before the termination, rescission or expiration. EnterPay is not responsible to the Merchant or any third party for any loss of data that may result or arise out of such termination, rescission or expiration of the Agreement.
12.10 EnterPay is, at its sole discretion, entitled to discontinue (versions of) the Service, without becoming liable to the Merchant. In the event of (versions of) the Service reaches its end of life, EnterPay will notify the Merchant thereof through the Platform and/or on the Website.
12.11 All provisions which are meant to survive the termination, rescission or expiration of the Agreement shall survive such termination, rescission or expiration. These provisions include, but are not limited to all of the Merchant's representations, warranties, indemnification obligations, EnterPay's limitation of liability, the applicable law and dispute provisions and this provision.
13.1 The Merchant Terms, the Agreement, (the use of) the Service and all legal acts and disputes arising therefrom shall be governed exclusively by the laws of the Republic of Estonia, to the extent allowed by a mandatory or peremptory rule of law.
13.2 The Parties have excluded the applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980).
13.3 The Merchant and EnterPay will work together in good faith to resolve any dispute. If the Parties are unable to resolve a Dispute within ninety (90) days after all Parties have received written notice of such dispute, such dispute shall be resolved by a competent court of Tallinn, Estonia.
13.4 If the Merchant is a consumer, or if a provisional or conservatory injunction is required, the Merchant may initiate legal proceedings before a competent court.
14.1 The Merchant is not allowed to assign or otherwise transfer any of his/her rights and obligations under the Agreement, without EnterPay's prior written consent, but EnterPay may assign or transfer these rights, in whole or in part, without restriction.
14.2 The Agreement constitutes the entire agreement between the Merchant and EnterPay for the use of the Services. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, ineffective or unenforceable for any reason, the Parties will negotiate in good faith to amend the Agreement to best achieve the Parties' original intent, in an acceptable manner so that the transactions contemplated hereby are carried out as fully as possible as originally contemplated.
14.3 EnterPay reserves the right to amend these Merchant Terms at any time. The Merchant will be notified of any amendments by way of notification on the Website and/or in the Service. The new version of the Merchant Terms will be available for viewing and downloading on the Website and/or in the Service. If the Merchant continues to use the Service after these Merchant Terms have been amended or supplemented, the Merchant thereby irrevocably accepts the amended or supplemented Merchant Terms. If the Merchant does not agree with the amended or supplemented Merchant Terms, Merchant's exclusive remedy is to no longer use the Service and to directly terminate the Agreement.
14.4 The Merchant agrees and acknowledges that all agreements, notices, disclosures and other communications provided by EnterPay to the Merchant under these Merchant Terms, the Agreement and/or in connection with the Merchant's use of the Service shall be made by EnterPay in its sole discretion and may be provided to the Merchant in electronic form at its discretion.