Formal Offer

This Formal Offer (proposal to enter into the following Public Agreement) is intended for individuals/entities or other undertakings meeting all of the conditions set forth below (hereinafter referred to as Merchants):

1. The Merchant is engaged in legal types of activity and has all relevant permits/licenses;
2. The Merchant has a website meeting the requirements of international payment systems, and wishes to enable payment acceptance from its clients via this website;
3. The Merchant has filled out and delivered to Getapay the Questionnaire and received a fair Indicative Rates proposal or several proposals;

The Public Agreement is a contract of accession meaning that one Party (GETAPAY LTD) enforces the specific terms and conditions and that it can only be entered into through accession to the proposed Agreement of the other Party (Merchant) substantially in a manner specified in the Agreement. Such acceptance means that the Merchant has read and fully understood the Public Agreement and that all of its conditions are accepted unconditionally in their entirety without any exceptions and restrictions.

GETAPAY LTD may unilaterally amend the Public Agreement from time to time. The amendments shall come into force the moment they are published on Getapay website www.getapay.io.

PUBLIC AGREEMENT

1. GENERAL

1.1. For the purposes of this Public Agreement the notions below shall have the following definitions:

1.1.1. Getapay means GETAPAY LTD, a company registered under the laws of England and Wales, registration number 13447357, with its registered office at Suite 4025 43 Bedford Street, London, United Kingdom, WC2E 9HA.

1.1.2. Getapay Website means the website https://getapay.io/.

1.1.3. Provider means any company Getapay cooperates with and which ensures merchant account opening for Merchants and provision of other services required to enable payment acceptance on the Merchant’s website.

1.1.4. Services means consultancy services to find Providers matching the Merchant’s parameters specified in the Questionnaire and to ensure the Merchant’s compliance with those Providers’ requirements.

1.1.5. Questionnaire means the questionnaire transmitted by Getapay to the Merchant with information about the Merchant’s business and wishes regarding the payment services of the Providers..

1.1.6. Indicative Rates (Pricing plan) means indicative rates for Provider services issued to a Merchant on Getapay Website based on the data received from the Merchant when the Questionnaire is filled out.

1.1.7. Provider’s Requirements means the requirements for Merchants, including for documents package (certificates, powers of attorney, questionnaires, surveys etc.) and for a Merchant’s website put forward by the Provider to Merchants as a condition of entering into contracts with them.

1.1.8. Contact Person means the official representative of the Party obligated to keep in contact with the representative of the other Party during business hours, and at all hours in cases stipulated in the Public Agreement and also in urgent situations, for the purpose of settling matters associated with the Agreement execution. 

1.1.9. Parties means Getapay on the one hand and Merchant on the other hand entering into the Public Agreement.

1.2. Where there are any discrepancies between the definitions set forth in para.1.1 hereof, the rules of relevant payment systems and the definitions of applicable laws or common law principles (lex mercatoria), the interpretations agreed between the Parties in this Public Agreement shall prevail.

2. SUBJECT MATTER

2.1. Getapay shall provide the Merchant with Services and (subject to the Merchant’s compliance with the Provider’s Requirements) hand over the Provider’s/Providers’ contacts to the Merchant and the Merchant’s contacts to the Provider(s) for the subsequent execution of contracts between them, and the Merchant undertakes to pay for the Services as set forth herein.

2.2. The Merchant acknowledges and guarantees that it meets the criteria stated in the Formal Offer.

3. SERVICESPROVISIONAND ACCEPTANCE

3.1. England and Wales shall be the territory of Services provision.

3.2. If having reviewed the Indicative Rates, the Merchant decides to use the services of the Providers offering these Indicative Rates, he asks the Getapay Contact Person for an invoice for payment for the Services.

3.3. The Merchant’s payment for the Services in the amount indicated in the invoice shall constitute execution of the Public Agreement without the need to sign the same.

3.4. Not later than the next business day following the Public Agreement execution (provision of Services payment confirmation) Getapay shall provide the Merchant with a list of documents necessary to enter into a contract with the Provider(s) and also with the Provider’s Requirements. Getapay shall provide the Merchant with consultation support when preparing the documents identified in the Provider’s Requirements.

3.5. With the preparation complete, Getapay shall hand over the Provider’s/Providers’ contacts to the Merchant and the Merchant’s contacts to the Provider(s) for the subsequent execution of contracts between them.

3.6. Getapay may request information about the progress of interaction between the Merchant and Provider, including information about:

3.8.1. content of correspondence with the Provider, time of Provider’s response to Merchant’s queries;

3.8.2. stage of negotiations between the Provider and the Merchant;

3.8.3. actual execution of contract between the Merchant and the Provider;

3.8.4. terms of contract made between the Merchant and the Provider.

3.9. Where there is no deal between the Merchant and the Provider, the Merchant shall inform Getapay about the reason.

4. COST OF SERVICES AND PAYMENT PROCEDURE

4.1. The Merchant shall pay for the Services in the amount of 300 euros when paid in the manner provided for by the Public Agreement. Subject to agreement between the Parties, payment can be made after the start of the Merchant’s service by the Provider. In this case, the amount of payment will be 500 euros.

4.2. If the Merchant does not have a processing history confirming the average monthly volume of payments declared by the Merchant in the Questionnaire, Getapay may require the Merchant to transfer a deposit of 1,000 euros at the same time as paying for Services. If, during the first two months of operation, the Merchant ensures the declared average monthly volume of payments, Getapay returns the deposit received earlier. Otherwise, the deposit is not refundable.

4.3. The bank transfer fee charged for the Services payment (if any) shall be covered by the Merchant in full.

4.4. The Merchant must pay for the Services within the period specified in the invoice.

4.5. The obligation to make payment for the Services may be delegated by the Merchant to a third party.

4.6. If the Merchant has paid for the Services but does not enter into a contract with any of the Providers offered by Getapay due to their refusal to enter into the contract, notwithstanding the fact that the Merchant has complied with all terms and conditions of this Agreement, including para.5.1 hereof, and has provided all necessary documents and information as requested by the Provider, Getapay shall refund the Merchant for the amount paid, less the bank fee, within 10 banking days from the date of the Provider’s written confirmation of the Merchant’s compliance with all of the above conditions.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. Rights and obligations of the Merchant:

5.1.1. The Merchant shall be entitled to receive the Services, with the quality, quantity and manner of provision corresponding to the terms and conditions of this Public Agreement, subject to prior payment for the Services to Getapay.

5.1.2. The Merchant shall:

• carry out its business operations in keeping with the applicable laws; otherwise Getapay shall have the right to terminate the Public Agreement with the Merchant unilaterally, with no refund of the Services payment;
• promptly provide Getapay and the Provider with any documents requested thereby in accordance with the Provider’s Requirements set forth in the request, and information about its operations;
• modify its website as per the instructions received from Getapay and/or the Provider;
• ensure timely technical connection of its website to the Provider’s payment gate in keeping with the process offered by the Provider;
• provide Getapay, within 3 business days from the latter’s request, with information about the amount of payment(s) accepted in favor of the Merchant under the Provider(s) contract.

5.1.3. The Merchant confirms that it has read and agrees with all the policies and rules set forth on Getapay Website.

5.2. Rights and obligations of Getapay:

5.2.1. Getapay shall be entitled to process and use personal data provided by the Merchant.

5.2.2. Getapay shall be entitled to request additional information from the Merchant for the purpose of executing a contract between the Merchant and the Provider.

6. LIABILITY OF THE PARTIES

6.1. The Parties shall be liable for non-performance or improper performance of their obligations hereunder.

6.2. Getapay shall inform the Merchant about the Indicative Rates guided by the information submitted by Providers. Those rates are tentative and Getapay shall not be liable for any changes made in them by the Provider.

6.3. Getapay shall be released from liability if:

6.3.1. the Merchant has provided false or incomplete data (in this case Getapay does not refund payment for the Services to the Merchant);

6.3.2. the Provider changes its merchant policy.

6.4. Getapay shall not be liable to the Merchant for any actions undertaken by the Provider during the execution and implementation of contractual relations between the Provider and the Merchant.

7. DISPUTE SETTLEMENT

7.1. The Parties shall resolve any disputes and differences arising from this Public Agreement through negotiations.

7.2. If a dispute cannot be settled by negotiations or referred to a mediator, it shall be submitted to a court of relevant jurisdiction and cognizance.

7.3. The Parties have agreed that the courts of England and Wales shall be competent to settle disputes and conflicts which may arise from or in connection with this Public Agreement execution and performance.

8. FORCE MAJEURE

8.1. The Parties shall be released from responsibility for breach of obligations occurring due to circumstances beyond their control (force majeure) covered by this Public Agreement.

8.2. The Parties have agreed that the following circumstances shall be considered force majeure: acts of God – flood, earthquake, tornado, tsunami, draught, wildfire, volcano eruption etc.; manmade disasters – accidents, fire, explosions etc.; social and political phenomena – war, strikes and labor disputes, martial law or state of emergency, terrorist acts, rebellion, coup d’état, armed conflicts etc.; other force majeure circumstances – adoption of regulations by government authorities preventing the Parties from the performance of their obligations hereunder, and so on.

8.3. The list of circumstances set forth in para.8.2 hereof is not exhaustive.

8.4. The Parties shall have the right to refer to force majeure circumstances as the reason of non-performance or improper performance hereunder if the Party prevented from performing its obligation in a timely manner notifies the other Party within 5 (five) days from the moment of emergence of force majeure circumstances.

8.5. A Party referring to force majeure circumstances as the reason of non-performance under the Public Agreement must prove their existence by providing a document issued by the relevant body authorized to issue the same within 14 (fourteen) days from the date of notice given to the other Party concerning the impossibility of performing its obligations under the Public Agreement due to force majeure circumstances.

8.6. Failing to comply with para.8.4 and/or para.8.5 hereof, the affected Party shall lose the right to refer to force majeure circumstances as the reason of non-performance of its obligations hereunder.

8.7. Should force majeure circumstances continue for 6 (six) consecutive months, the Public Agreement shall be terminated without the need for the Parties to execute any additional appendices in connection therewith.

9. AGREEMENT TERM AND AMENDMENTS

9.1. The Public Agreement shall come into force the moment Getapay receives payment for the Services from the Merchant and shall remain in force until the Parties fulfill their obligations in full or until the Agreement is terminated.

9.2. Subject to mutual agreement, the Parties may execute an additional agreement hereto which shall become effective the moment it is signed by the Parties.

9.3. Expiration of this Public Agreement shall not release the Parties from any liability incurred by either Party through breach of obligations during the Public Agreement term.

10. CONFIDENTIALITY

10.1. Considering that the Parties will provide each other with Confidential Information, namely documents, information and materials related to the services, and as the Parties wish to protect the Confidential Information which the Parties will exchange during the Public Agreement term, the Parties have agreed that either Party receiving Confidential Information from another Party undertakes not to disclose the same by publishing or by any other means within 5 (five) calendar years from the Public Agreement date and shall keep it confidential. However, this provision does not prohibit either Party to provide Confidential Information to government authorities and other enterprises, institutions and organizations whenever it is necessary to fulfill this Public Agreement, and also in events expressly covered by the legislation, or as agreed between the Parties in advance in writing.

10.2. The Parties shall:

10.2.1. take diligent efforts to ensure the secrecy and confidentiality of all Confidential Information, using the same degree of care which the relevant Party usually applies to its own Confidential Information but no less than a reasonable degree of care;

10.2.2. restrict the disclosure of the other Party’s Confidential Information to the officials, directors and key employees who need to know the Confidential Information;

10.2.3. use the Confidential Information exclusively for the purposes of this Public Agreement.

10.3. Confidential Information shall not include information:

10.3.1. which was known to the Party before it was received from the other Party, unless it was disclosed earlier to such Party by the other Party;

10.3.2. which at the time of disclosure by the relevant Party was publicly available;

10.3.3. which is or becomes publicly available not as a consequence of this Public Agreement breach;

10.3.4. which was lawfully received by either Party from a third person;

10.3.5. which must be disclosed under any law, statutory act or decision of a competent court.

10.4. A Party failing to comply with the conditions set forth in Section 10 hereof shall compensate the injured Party for its damages and shall bear other responsibility as envisaged in the laws of England and Wales.

10.5. Parties shall not be liable for disclosure of Confidential Information to any authorities, enterprises or institutions if such information is provided in connection with the obligations to provide services covered hereby.

10.6. The Parties have agreed that the conditions of this Section 10 shall be in force for 5 (five) years from the Public Agreement date irrespective of any other conditions set forth herein.

11. CHOICE OF LAW

11.1. The Parties have agreed that this Public Agreement is made in keeping with the “freedom of contract” principle, and the Parties therefore have regulated the relations being the subject matter hereof in their own discretion and have recognized them as binding.

11.2. The Parties have agreed that any relations not covered hereby shall be governed by the principles of international commercial treaties (UNIDROIT).

11.3. The Parties have mutually agreed that any relations not covered by this Agreement and/or UNIDROIT principles shall be governed by the laws of England and Wales.

11.4. The Parties shall have the right to choose the law of another country to apply to this Public Agreement, subject to mutual consent and execution of an additional agreement.

12. DETAILS OF THE PARTIES