Rapyd Merchant Agreement - General Terms (EEA)

Our agreement for the provision of the Services to you. We (Rapyd Europe hf.) will provide you with our Services in accordance with the terms and conditions of the Rapyd Merchant Agreement (“Agreement”) which you and we will agree and enter into.

The Agreement is a legally binding agreement between you and us and comprises the following:

the Merchant Agreement Form (if applicable)(“MA Form”)
these General Terms
the Definitions
all relevant Product Terms
all relevant Rapyd operational guidance
the Privacy Notice
the Prohibited and Restricted List
the Rapyd Network Rules
any other region or product-specific terms,

together with any other documents referred to in these General Terms, the Portal or Website as amended or updated from time to time or that are otherwise described as forming part of the Agreement.

If there is any conflict or inconsistency between the terms of any of the above documents, then the conflict or inconsistency will be resolved in favour of the document that appears higher in order in the above list.

Completing and signing an MA Form. If we need you to complete and sign an MA Form, you will need to do this before we can activate an Account for you to allow you to access and use our Services. In doing so, you agree to be bound by the terms of the Agreement and agree that: (a) we will provide you with the Services in accordance with the terms and conditions of this Agreement; and (b) the Agreement sets out the entire rights and obligations of the parties in relation to our provision of the Services to you.

Get in touch with us. We always love to hear from you. The best way to get in touch is:

via the Portal;
by email at support@rapyd.net; or
via your Relationship Manager (if applicable).

We are not a bank. We do not offer any form of deposit or savings account. Using the Services is not the same as depositing or withdrawing funds to or from a bank. As such, and consistent with applicable regulatory requirements, any funds we hold for you will not earn any interest.

Network Partners. We work with a variety of Network Partners to provide additional or ancillary regulated financial services as described in the Rapyd Network Rules with which you must familiarise yourself. There may be additional terms which are controlled or imposed by our Network Partners. Such terms may apply to you when or before you execute Transactions. Please review all such terms regularly in order to ensure that you are aware of, and comply with, the applicable requirements. You consent to and authorise us to delegate some, part of or all of the Services to our Network Partners as we see fit.

General Terms

You and Rapyd agree as follows:

Effective Date and Term

This Agreement comes into effect on the earlier date that:

your Account is activated and you are able to carry out any Transactions, even if you can access only limited Services; or
you and we enter into a MA Form

or you and we otherwise agree (“Effective Date”) and continues until you or we terminate it (“Term”) in accordance with clause 11 (Termination and suspension) or as otherwise agreed.

2. Your acceptance, representations and warranties

You acknowledge and agree that to access or use any of our Services you, and all your Authorised Users, must abide by this Agreement. You must read and familiarise yourself with all its terms. If you do not understand any of the Agreement’s provisions, please contact us before using the Services. By using our Services or by otherwise accepting this Agreement, you agree to be bound by this Agreement and represent and warrant that you and your Authorised Users:

are eligible to register for and use the Services and have the authority to execute and perform the obligations required by this Agreement;
have provided and will provide us with accurate, complete, and lawfully obtained information;
will comply with all Applicable Laws in your use of the Services; and
will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Service.

3. Eligibility

You may not access or use the Services until you register with us via the Portal and create an Account. We do not have any obligations to you under this Agreement until your Account is fully activated (if relevant) and we have completed and are fully satisfied with the outcome of our compliance checks (as detailed in clause 6 below (Compliance obligations) and any relevant Rapyd AML/CTF Policy and as required by Applicable Laws). We may, at any time in our sole discretion, decline to provide the Services to you, and we can restrict or limit your usage of any Service, including your access to the Portal and API, without specifying a reason.
Throughout the Term you must comply with all necessary rights, consents, licences, and approvals that apply to the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Applicable Laws.

4. Amendments to these General Terms and the Agreement

1. 1. Amendments with notice. We may amend or update these General Terms at any time. We will post the amended terms in the relevant section of our Website and, unless otherwise provided, if the changes are material and likely to have a material effect on you, give you no less than than the minimum notice period required by Applicable Laws. Such amendments will become effective on the date specified in the relevant notice. Amendments will be deemed to be accepted by you if you do not notify us of your objection to them before the date on which the changes are due to take effect. If you do object to the amendments, you will have the right to terminate this Agreement without charge at any time before the date on which the changes are due to take effect.
  2. Amendments without notice. We may, at our sole discretion, amend or update these General Terms, the Services and Fees, and any additional or supplementary terms that may apply. If we add a new product or service that does not: (a) change the terms for your use of our Services; (b) add extra functionality to your existing Services; or (c) reduce Fees; (d) if we are required by Applicable Laws to make an amendment; or (e) if we make any other amendment which neither reduces your rights nor increases your responsibilities, we may update these General Terms with immediate effect and without any prior notice. We will post the amended terms in the relevant section of our Website and/or the Portal. You should check our Website regularly for any updates. Any such change will not affect any Transaction that was initiated prior to the effective date of such change. If you continue to use the Services after the effective date of the relevant change, you will be deemed to have accepted the changes and the updated General Terms.

5. Your business

1. 1. Our decision as to whether to accept you as a customer is based on our assessment of your description of your business, your proposed use of the Services, the KYC Information, the Merchant Products (if relevant), and any other information we may request from you or obtain. You warrant and undertake to provide us with true, accurate and up-to-date information about your business, your use of the Services, the Merchant Products (if relevant), and any other information we request, and to update such information immediately should any changes occur. You represent and warrant that you have obtained all necessary regulatory approvals, certificates and licences to run your business and/or sell the Merchant Products.
  2. If you anticipate making any changes to your business and/or Merchant Products, you must notify us via the Portal or by email at least five (5) Business Days before such changes are scheduled to take place. You must wait for us to confirm whether you can continue to use the Services before you implement the changes. Examples of such changes could include your offering of new categories of services or items for sale, ceasing to sell certain items or services or opening or closing a physical site or website for accepting Payments.
  3. You warrant and undertake not to use the Services for a type of business and/or Merchant Products that are prohibited or restricted by the Prohibited and Restricted List. You agree that you have sole responsibility for ensuring that your business and/or Merchant Products (if relevant) are compliant with the Prohibited and Restricted List, the Rapyd Network Rules and all Applicable Laws. We may update the Prohibited and Restricted List at any time and you agree that you have sole responsibility for checking it regularly.
  4. You warrant and undertake not to engage in activity that we or our Network Partners reasonably believe to be illegal, disreputable or to have the potential to damage our reputation or brand or that of any Network Partner. You accept full liability for any fines resulting from or in any way connected to your activities, whether business related or otherwise, or those of any party connected to or influenced by you, whether or not those activities are contrary to Applicable Laws.

6. Compliance obligations

1. 1. You must provide us with all information and documentation we request in connection with our obligations under Applicable Laws including our KYC obligations.
  2. We may restrict or limit your use of the Services to the extent that we, in our sole discretion, deem appropriate, including completely, until we have reviewed, approved and are satisfied with all KYC Information and any other information we deem relevant. During this time, we may terminate the Agreement at any time and for any reason.
  3. We may conduct a risk assessment of you at any time. With immediate effect, we may, as a result of the risk assessment:
    1. demand a guarantee, Collateral or other type of security;
    2. withhold Settlement in whole or in part;
    3. require you to pay a fee;
    4. suspend the Services;
    5. amend or terminate the Agreement; and/or
    6. take any other measure we consider necessary to protect our interests and manage any risk.
  4. You must provide us with at least three (3) Business Days’ prior written notice, via the Portal, by email or by any other method that we notify to you, of any change in the KYC Information we hold about you. Further, you must inform us immediately of any insolvency event or any actual or anticipated material change in your business. This is in addition to your obligation to notify us of any anticipated changes to the Merchant Products as detailed in clause 5.2. We may, in our sole discretion, conduct a new risk assessment following any changes.
  5. Without affecting your other obligations under this Agreement, you must at all times conduct your business in accordance with all Applicable Laws in all regions in which you offer your Merchant Products or otherwise operate including seeking and obtaining all necessary approvals, permits, consents, licences, authorisations, permissions, certificates, statutory and non-statutory agreements required by any competent authority and/or third party. You must immediately notify us if a competent authority withdraws any authorisation in respect of your business.
  6. We may run further checks on your identity and, if required, your Representatives’ creditworthiness and background including by contacting and consulting relevant registries and government authorities.
  7. We may, at any time, request additional information for risk and compliance purposes or as required by Applicable Law. In order to use the Services, you must cooperate with us and submit all additional information within three (3) Business Days of our request.
  8. You accept that you may also be subject to our Network Partners’ compliance and regulatory requirements and that our provision of the Services may be subject to your fulfilling such requirements.
  9. We may, at our sole discretion, terminate, limit access, suspend or decline to provide the Services, if any obligations under this clause have not been fulfilled or we have reasonable grounds to believe that you, your Representatives, Customers or any parties connected to you do not or will not meet our compliance requirements.
  10. We may, in order to comply with Applicable Laws, impose additional compliance obligations on you including requiring you to: (i) adhere to certain Transaction limits that we and/or our Network Partners may set; or (ii) facilitate the collection of specified KYC information in respect of you and your Customers. Such additional obligations shall in no way limit or derogate from your obligations under this Agreement.
  11. You agree that:
    1. we monitor all Transactions;
    2. we may require you to provide relevant data and documents;
    3. we may share such data and documents with our Network Partners and/or relevant authorities;
    4. we may take risk-based measures including stopping Transactions, suspending Settlement, applying rolling reserves or other similar collateral arrangements, imposing additional Fees and costs, limiting your access to the Services and/or terminating the Agreement, at our sole discretion; and
    5. you must carry out your own monitoring of Transactions in accordance with any relevant Rapyd AML/CTF Policy and all Applicable Laws and must not rely in any way on Rapyd’s monitoring.

7. Safeguarding and E-Money

1. 1. In accordance with Applicable Laws, we have implemented commercially reasonable administrative and technical measures to protect and safeguard the funds we receive or collect in connection with the Services. Full ownership of and title to such funds transfers to us absolutely upon their receipt or collection. In accordance with Applicable Laws, we will not pay interest on any such funds including client funds held in segregated bank accounts and we may retain, for our own benefit, any interest that accrues.
  2. You agree that if the Services include Rapyd Wallet, Rapyd Virtual Accounts, Rapyd Disburse, Rapyd Collect or another service that Applicable Laws would deem to constitute us holding E-Money, such Services are not a bank account and your funds are not covered by the deposit compensation scheme relevant to your jurisdiction. You agree that any funds we hold for you are not deposits and you will not earn any interest on any E-Money we issue or hold for you. If we hold E-Money for you, we will safeguard your funds in accordance with any regulatory requirements that apply to us.
  3. You agree that the Services (as applicable) allow you to hold, send and receive any E-Money we issue to you in one of our Supported Currencies. We issue an equivalent amount of E-Money to you when we receive or collect Payments from your Customers, collect funds via your Virtual Account, and top up your Rapyd Wallet to initiate a Payout. You may redeem for par value the E-Money we hold for you by transferring funds to your own bank account, making a Payout or using your Rapyd Card, as applicable.

8. Our Services

1. 1. Subject to the terms of this Agreement, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free licence during the Term to access and use the Services and Rapyd Technology, as long as your access and use: (a) is only for the purposes set out in this Agreement and in compliance with its terms and those of any supporting documentation; (b) solely for your business purposes; and (c) of Rapyd Technology is necessary in order to use the Services.
  2. We may update Rapyd Technology and documentation periodically, including adding or removing functionality. Wherever practicable, we will give you notice of any material changes so that you may continue to use the Services with minimal interruption. We may, without notice, also change, suspend or discontinue any aspect of the Services at any time, including part of the Services and including hours of operation or availability of the Services and, save where otherwise specifically provided in this Agreement, without liability.
  3. You must use the Services (including the Portal) in a lawful manner and in compliance with all Applicable Laws. You warrant that you shall not take or allow or tolerate any actions that may be detrimental to the security or performance of the Services, or any actions that may negatively impact our provision of services to other customers. You must also ensure that any of your affiliates, third party agents, and any other designated persons (including your Authorised Users and Representatives) acting on your behalf comply with all Applicable Laws. You may use the Services only for legitimate Transactions with your Customers. You must not initiate Transactions for or on behalf of any other third-party.
  4. You agree that you must log in to the Portal regularly and read and act upon any communications and notices including any relating to unauthorised or erroneous Transactions, and any other notices regarding the Services. If the loss, theft or misuse of your access details for the Portal, your Account and/or the Services results in an unauthorised Transaction, you will be liable for up to EUR 150 of any direct losses, based on the official exchange rate at the relevant time.
  5. If you do not actively use our Services, i.e., if you have not logged into the Portal for and/or carried out any Transactions for six (6) months, we may consider you to be inactive. In this event, we may charge you a recurring fee, disable or suspend the Services. If this occurs, you may request that we reactivate the Services and we may, in our sole discretion, accept or reject your request. As part of our decision-making process, we may require you to provide information about the circumstances and reasons for your inactivity. In any case, we shall have the right to terminate the Services or the Agreement if your inactivity has lasted for twelve (12) months or more. We will make reasonable efforts to notify you before we suspend or terminate the Services or the Agreement.
  6. If you leave any funds dormant and do not give us instructions as to where to send them, we may be required by Applicable Laws to deem them abandoned by you. To the extent required by Applicable Laws, we will attempt to notify you if we hold funds payable to you in the Account beyond the applicable dormancy period for abandoned property or under the Applicable Laws. If we are unable to contact you, we will treat the funds as abandoned. This may mean we need to deliver them to the appropriate government authority.
  7. You agree that we and any Network Partners operate under this Agreement solely as independent service providers. Neither we nor any Network Partner shall be construed as your trustee or agent. We do not warrant or guarantee that Transactions will be completed. We assume no liability to or in respect of any Merchant Products or any other part of your business and we shall in no way be liable for any defect, disruption, failure or unavailability of or relating to any Merchant Products. You warrant and undertake that you will address all queries and resolve any disputes regarding Merchant Products with your Customers and any other Customer issues that may arise in accordance with clause 18. You further agree that Rapyd assumes no liability with respect to services provided by our Network Partners and/or Third-Party Providers.
  8. During the Term, you and your Authorised Users may provide Feedback to us. You grant to us, on behalf of yourself and your Authorised Users, a perpetual, worldwide, non-exclusive, irrevocable, royalty-free licence to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Services. All Feedback is our Confidential Information.
  9. The Product Terms contain specific terms governing your and our rights and obligations regarding the Services. If there are no Product Terms for a Service, then only the MA Form and these General Terms govern. By accessing or using a Service, you agree to comply with any applicable Product Terms. We may modify the Services and Rapyd Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. We will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Rapyd Technology that you are using. We are not obligated to provide any Updates. However, if we make an Update available, you must fully install the Update by the date or within the time period stated in our notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

9. Fees and taxes

1. 1. The Fees are set out on the pricing page on the Website, the Portal or in the MA Form unless you and we otherwise agree in writing. We may revise the Fees at any time. If we revise the Fees for a Service that you are currently using, we will notify you at least 30 days (or a longer period if Applicable Laws require) before the revised Fees apply to you.
  2. You must pay, or ensure that we are able to collect, Fees and any other amounts you owe under this Agreement when due. You agree that we may deduct, recoup or set off Fees and any other amounts you owe under this Agreement or otherwise, from any amount we receive or hold for you, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with us, or if we are unable to collect amounts due from your Account balance, then we may, to the extent Applicable Laws permit, deduct, recoup or set off those amounts or parts thereof from: (a) any Reserve; (b) any funds payable to you by us; or (c) funds we receive or hold via the Services. If the currency of the amount being deducted is different from the currency of the amount you owe, we may deduct, recoup or set off an amount equal to the amount owed (using the applicable Foreign Exchange Rate) together with any fees we incur in making the conversion. In addition, you must pay any costs we incur in recovering any unpaid Fees or other amounts you owe to us, including legal fees.
  3. We may collect amounts due to us under or in connection with this Agreement from any relevant third parties.
  4. If you fail to make a payment due to us under this Agreement by the due date, then,without limiting our other remedies under clause 11 (Termination and suspension) you must pay interest on the overdue sum from the due date until payment in full of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at eight percent (8%) above the then current base lending rate relevant to your region from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
  5. All Fees are exclusive of all Taxes and you must pay all applicable Taxes. You are responsible for determining what, if any, Taxes apply to the payments you make or receive, and for collecting, reporting and remitting the correct Tax to the appropriate Tax authority. We are not responsible for determining whether Taxes apply to your business and Merchant Products (if relevant), or for collecting, reporting or remitting any Taxes arising from any Services. You must comply with any and all applicable Tax laws in connection with your use of the Services, including the reporting and payment of any Taxes arising in connection with Services. If you are required to deduct any Tax from a payment to us, you must increase the amount payable so that we receive the full amount due as if no deduction had been required.
  6. You must defend, hold harmless and indemnify us from and against any Taxes due on any product or service provided to or by you (including any Transactions, Merchant Products and/or Services) and costs or damages related to such Taxes. You must: (i) apply all reasonable efforts to ensure that we cannot be held liable for any Taxes and costs or damages related to such Taxes; (ii) promptly inform us of any such liability; and (iii) provide us with all relevant information and documentation in that respect.

10. Foreign exchange

1. 1. We will provide currency conversion services to you at the applicable Foreign Exchange Rate, which may differ depending on the Services you use and the rate used by our Network Partners. We will notify you of the applicable Foreign Exchange Rate at the time of the transaction or make it available to you by other means. We may change the Foreign Exchange Rate at any time.

11. Termination and suspension

1. 1. You may terminate this Agreement by giving the required notice as indicated in the MA Form or as otherwise agreed in writing.
  2. We may, at any time and for any reason, terminate, or suspend the Services and your ability to access Rapyd Technology and/or funds in the Account:
    1. By giving you at least thirty (30) days unless otherwise agreed; or
    2. With immediate effect, if:
      1. we are required to do so by a government authority, competent regulator, Network Partner or Applicable Laws;
      2. there is a risk that the Merchant Products are not, or are no longer, compliant with Applicable Laws, including if you have not, or do not appear to have, fulfilled your compliance obligations;
      3. changes in Applicable Laws mean that we cannot lawfully provide the Services to you without taking further action including obtaining additional licences;
      4. we suspect that you, or anyone associated with or connected to you, is engaged in fraud, money laundering, terrorist financing or any other illegal activity;
      5. we believe your Account has been compromised or we have other security concerns;
      6. you do not provide us with information that we require under this Agreement (including KYC Information), or we believe that any such information you do provide is false, incomplete, inaccurate or misleading;
      7. you use the Services in a prohibited manner or otherwise do not comply with, or breach any of the terms of this Agreement or any terms applicable to the Services;
      8. we, in our sole discretion, determine that the level of risk associated with your Account is unacceptable;
      9. we in our sole discretion determine that your activities (including the Merchant Products) may pose or create harm or loss to our goodwill and/or reputation and/or that of our Network Partners;
      10. any relevant TPI does not or cannot perform its duties under its agreement with us and we determine that it is not feasible to provide you with the Services contemplated in the Agreement. We are not obligated to provide replacement services if TPI does not or cannot perform;
      11. you fail to pay any amounts due under this Agreement on the due date and remain in default not less than thirty (30) days after being notified in writing to make such payment;
      12. you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts by any competent body;
      13. you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
      14. you apply to court for, or obtain, a moratorium or similar or a petition is filed, a notice given, a resolution passed, or an ordermade, for or in connection with your winding up (other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction);
      15. an application is made to court, or an order is made, for the appointment of an administrator or receiver, or a notice of intention to do so is given or an administrator or receiver is appointed in respect of you;
      16. your creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within fourteen (14) days;
      17. any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.2.11 to 11.2.2.19 (inclusive);
      18. you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
      19. your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this Agreement is in jeopardy; or
      20. there is a change of control with respect to you.

12. Effect of termination and survival

1. 1. Termination of this Agreement does not immediately relieve you of any of your obligations under it. You may not terminate the Services to evade an investigation. If you attempt to do so, we may suspend some or all of the Services and/or block your Account. In any other circumstance, upon termination, you must: (i) complete all pending Transactions, (ii) immediately stop accepting new Transactions, (iii) stop sending Payouts, and (iv) stop using our Services in any other way.
  2. Upon termination of this Agreement, the following shall apply, unless otherwise determined by us:
    1. all Fees you owe us will become immediately due and payable;
    2. we will ask you to withdraw in full any funds in the Account, subject to our right of set-off and our right to hold the Reserve or other amounts, as we deem fit, for risk purposes. We may limit the action you can take within the Portal to the withdrawal of the remaining balance;
    3. access to the Portal may be available for 30 days from termination (or any additional time which may be required to complete Settlements or your pending Transactions) after which you will have no further access;
    4. any accrued rights you and we may each have and the provisions of this Agreement that by their nature are intended to survive termination, shall remain in force after the termination of this Agreement.
  3. If we terminate some of the Services, this Agreement will continue to apply to the fullest extent to the remaining non-terminated Services.

13. Intellectual Property Rights

1. We and our licensors own all Intellectual Property Rights in or relating to the Services and the Rapyd Technology, as well as any content, data or material supplied as part of the Services. Neither you nor your Authorised Users may rent, lease, alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Rapyd Technology (except and only to the extent expressly permitted by Applicable Laws). Upon expiration or termination of this Agreement, you must immediately cease all use of any Rapyd Technology. Other than the express licences granted by this Agreement, we grant no right or licence to you by implication, estoppel or otherwise to the Services or any of our Intellectual Property Rights.
2. You grant to us and our Network Partners a non-exclusive, sublicensable, worldwide, royalty-free, delegable, transferable licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our contractual obligations and the exercise of our rights under this Agreement. You also warrant that the Customer Data will not infringe any Intellectual Property Rights or other legal rights of any person, and will not breach Applicable Laws in any jurisdiction.

14. Data, security and privacy

Protection of personal data is very important to us. Our Privacy Policy explains how and why we collect, use, retain, disclose, and safeguard any personal data that you may provide to us, relating to you, your Authorised Users and Customers.
When using our Services, including when you provide the personal data of your Authorised Users and Customers to us, or receive personal data from us, you shall comply with all applicable Data Protection Laws.
You shall have and establish any and all required legal bases to collect, process and transfer personal data to us. If the legal basis you rely on to transfer such personal data is consent, then you agree to notify us of any revocations of consent as soon as possible.
You agree that your use of the Services, including, any information transmitted to or stored by us, is governed by our Privacy Policy.
You shall maintain industry-standard administrative, technical, physical, and organisational measures for the confidentiality, availability, and integrity of Customer Data.
You shall ensure that that your Authorsed Users and any additional personnel or advisers engaged in the processing of personal data, receive regular training on privacy and security, and have committed themselves to confidentiality.
You and your Authorised Users shall:

keep your usernames, passwords and other Portal login credentials safe;
take reasonable steps to ensure your access to the Services is safe;
comply with our reasonable instructions in relation to your use of the Services;
not do anything during or after the Term of this Agreement which may result in the security of the Services being compromised;
inform us immediately if you suspect your Account or Customer Data has been compromised;
inform us immediately about any unauthorised use such as misuse, theft or unauthorised access to your username, password or other credentials; and
ensure that you have compatible hardware and software to use the Services and to access the Portal.

15. Indemnification

1. We will defend you against any third-party claim that your use, under this Agreement, of the Services and/or Rapyd Technology infringes their Intellectual Property Rights, and will indemnify you against any associated Losses, provided the claim does not arise out of or relate to:
  1. your use of Rapyd Technology or Services in combination with any third-party technology or services not approved by us;
  2. your failure to implement, maintain and use the Rapyd Technology and/or Services in accordance with this Agreement or with any guidance or documentation we may provide;
  3. your breach of this Agreement; or
  4. your negligence, fraud or wilful misconduct.
2. Our defence and/or indemnification of you under this clause is contingent upon:
  1. you notifying us promptly of any relevant claim;
  2. you not making any admission or attempting to compromise or settle any such claim and you providing us with reasonable cooperation in our defence and/or settlement of it, at our expense;
  3. our having sole authority to defend or settle the claim.
3. If the Services and/or Rapyd Technology become, or in our opinion are likely to become, the subject of a third-party claim, or while defending or attempting to settle any such claim, we may at our option and own expense, obtain the right for you to continue using the Services and/or Rapyd Technology, modify them so that they become non-infringing, or terminate the Services.
4. This clause 15 states our entire liability and your sole and exclusive remedy for any claim by a third party of infringement or misappropriation of their Intellectual Property Rights.
5. You must defend, indemnify us, our Network Partners and Third-Party Providers, against and in respect of any and all Losses arising out of or related to:
  1. any breach by you of this Agreement;
  2. any breach by you of any Applicable Laws;
  3. any Chargebacks;
  4. your negligence or willful misconduct in the performance of your obligations under the Rapyd Network Rules; and
  5. any enquiries, investigations or actions related to the Services by Network Partners, any relevant governmental body or Third-Party Providers.
6. In addition, and without limitation to the above, you shall promptly reimburse us for any amount you receive in error in connection with your or your Customers’ Transactions, whether or not we request such reimbursement.

16. Disclaimer and limitation of liability

Except as expressly and specifically provided in this Agreement:
1. the Services and Rapyd Technology we provide under this Agreement, including your access to the Portal, are provided on an “as-is” and “as-available” basis. We do not warrant that the Services will be error-free, uninterrupted or appropriate for your business and all warranties, representations, conditions and all other terms of any kind howsoever and wheresoever implied are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement;
2. Neither we, our affiliates, our Network Partners, Third Party Providers nor our Representatives, shall be liable to you or any other person for or in respect of:
  1. any special, indirect, punitive, exemplary, incidental or consequential loss or damage;
  2. any loss of revenue, income, profits or anticipated savings;
  3. any loss of business, contracts or opportunities;
  4. any loss or corruption of any data, database or software;
  5. a situation or event described in clause 23 (Force Majeure) or a delay resulting from such situation or event;
  6. any Losses that arise from or relate to:
    1. hacking, tampering, or other unauthorised access to or use of the Services, your Account, Customer Data, or your failure to use or implement anti-fraud or data security measures;
    2. your access to, or use of, the Services in a way that is inconsistent with this Agreement or any associated documentation;
    3. unauthorised access to servers or infrastructure, or to Customer Data;
    4. interruptions to or stoppages of the Services;
    5. bugs, viruses, or other harmful code that may be transmitted to or through the Services;
    6. errors, inaccuracies, omissions or losses in or to any Customer Data; or
    7. your or another party’s defamatory, offensive, fraudulent or illegal conduct.
Nothing in this Agreement will limit or exclude any Losses:
1. for death or personal injury resulting from negligence; or
2. for fraud or fraudulent misrepresentation.

Subject always to clause 16.2, the exclusions and limitations of liability set out in this clause 16 and elsewhere in this Agreement:
1. govern all Losses arising out of or in connection with this Agreement or the Services, including Losses arising in contract, in tort (including negligence), under strict liability and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement; and
2. apply regardless of whether or not such Losses were foreseen or foreseeable, and whether we have been advised of the possibility of such Losses.

17. Confidentiality

You and we shall keep each other’s Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing our rights and obligations under this Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
The provisions of this clause shall not apply to any Confidential Information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by any confidentiality obligations with respect to the disclosing party or is otherwise prohibited from disclosing the information to the receiving party; (d) you and we agree in writing either is not confidential or may be disclosed; or (e) which we are required to disclose by Applicable Laws.
1. Notwithstanding clause 17.1, we may disclose your Confidential Information to our employees, professional advisers, insurers, agents and subcontractors, as well as those of our affiliates and other Rapyd group companies, Network Partners and Third-Party Providers, who need to access your Confidential Information to perform their obligations under this Agreement.
2. We may respond to and comply with any Legal Process that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Customer Data as required under such Legal Process, even if you are receiving such funds or Customer Data on behalf of other parties. Where permitted by Applicable Law, we will make reasonable efforts to provide you with notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any Losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

18. Complaints

You must respond promptly to Customer enquiries and seek to resolve any disputes quickly and amicably. If unresolved disputes occur with a frequency that we deem to be unacceptable, we may terminate the Agreement in accordance with its terms. We may charge you Fees and/or require reimbursement where we deem there to have been excessive enquiries, refunds or Chargebacks.
You must resolve directly with the Customer any Customer complaints including those regarding Merchant Products. We are not liable for any claims arising from such complaints or the business relationship between you and your Customer and we shall not intercede in or seek to mediate any such complaints or claims.
We will respond to any complaint you may have in relation to the Services and/or Rapyd Technology within any time period stipulated by Applicable Laws or if none, within a reasonable period of time taking into account our internal processes and the complexity of the issue. Our website contains details of our complaint procedure.
If we do not resolve your complaint to your satisfaction, you can contact the Icelandic Complaints Committee on Transactions with FInancial Firms. You will need to download an appeals form from their website, complete and email it to fjarmal@nefndir.is. Further information can be found at www.nefndir.is.

19. Assignment

You may not transfer, assign, sell or delegate any rights or obligations you have under this Agreement without our written consent. We may transfer, assign, subcontract or delegate this Agreement or any right or obligation we have under this Agreement, including to our affiliated companies without your prior consent and with respect to any transfer or assignment that we may initiate, by providing a written notice to you of such transfer.

20. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of Iceland. All Icelandic supervisory laws applicable to this Agreement remain unaffected, including all supervisory rights of the Central Bank of Iceland as the supervisory authority. Moreover, the competency of the courts of Iceland regarding supervisory law matters remain unaffected.

21. Jurisdiction

The Reykjanes courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

22. Dispute resolution and agreement to arbitrate

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Nordic Arbitration Centre Rules, which Rules are deemed to be incorporated by reference into this clause. In any such arbitration:
1. the number of arbitrators shall be one;
2. the seat, or legal place, of arbitration shall be Reykjavik; and
3. the language to be used in the arbitral proceedings shall be English.

You and we must notify each other of an intention to begin arbitral proceedings at least 30 days before doing so.

You and we will keep confidential the existence of the arbitral proceedings, the hearing, all documentation submitted or exchanged before or in the course of the arbitral proceedings, the submissions made and the arbitral decision, including any awards, except: (a) as necessary to prepare for and conduct the arbitral hearing; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) we may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (d) you and we may each disclose as necessary to professional advisers that are subject to a strict duty of confidentiality; and (e) as Applicable Laws otherwise require and to the extent not already in the public domain. You and we, any witnesses, and the arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitral proceedings, except as Applicable Laws require or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
Nothing in this Agreement will preclude:
1. us from making any application or issuing any legal or insolvency proceeding in respect of you in an appropriate court under insolvency law in your jurisdiction; or
2. You and us from seeking injunctive relief in aid of arbitration from a court of appropriate jurisdiction.
.Each dispute, claim and controversy (if any) principally related to your and/or our Intellectual Property Rights will be resolved by litigation, and you and we submit to the non-exclusive jurisdiction of the Reykjanes courts with respect to these disputes, claims and controversies.
Nothing in this Agreement will preclude us from making any application or issuing any legal or insolvency proceeding in an appropriate court under insolvency law in your jurisdiction.
In the case of a conflict between the provisions of this clause and the Nordic Arbitration Centre Rules, the provisions of this clause will prevail.

23. Communication and notices

By activating your Account you consent to us communicating with and notifying you of all issues electronically, including those required by Applicable Laws. You must ensure we always have your current contact information, including your primary email address and mobile telephone number (if applicable). You can update your primary email address and other contact information via the Portal or by using our most up-to-date contact details
You agree to execute communications electronically if we request this. You also agree that your electronic consent/signature will have the same effect as a physical signature.
You agree to us providing all disclosures and notices electronically, including those required by Applicable Laws. You agree that this means we can provide you with notices about the Services by: posting them on our Website; via the Portal; sending a text message to the mobile telephone number listed in the Portal; or by mailing notices to the email or physical addresses identified when you sign in. Notices may include notifications about and/or changes to the Services, or other information we are required to provide to you. Electronic delivery of a notice has the same legal effect as if we had provided you with a physical copy. Unless otherwise stated in this Agreement, you shall be deemed to have received a notice within 24 hours of it being posted to the Website or Portal, or emailed or texted to you.

24. Force majeure

We shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including sanctions, closure of foreign exchanges, government action, strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, volcanic eruption, tsunami, epidemic, pandemic, or where such act or omission is due to our obligations under the provisions of Applicable Laws. We shall, as soon as reasonably practicable, provide notice to you of such delay, and performance of such act shall be excused for the period of the delay and the time for performance of such obligations shall be extended accordingly. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting us continues for an unreasonable period as determined solely by us, we may in our sole discretion terminate this Agreement in part or whole.

25. Severability

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under clause 25.1, you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

26. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

27. Third party rights

1. Except as expressly provided otherwise, this Agreement does not give rise to any third-party rights under Applicable Laws to enforce any term of this Agreement.

28. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between you and us, or authorise either you or us to act as agent for each other, and neither you nor we shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

29. Governing language and translations

We will communicate with you in English, unless we, in our absolute discretion, choose to communicate in another language, or unless we are required by Applicable Laws to communicate with you in another language.
If this Agreement is translated into a language other than English for any purpose, the English version shall in all events prevail if there are any differences, questions or disputes concerning its meaning, form, validity, or interpretation.

30. Entire agreement

This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings, whether written or oral, relating to its subject matter.
You and we agree that neither one of us has relied on or been induced to enter into this Agreement by a warranty, statement, representation or undertaking which is not expressly included in this Agreement.

31. Interpretation

Any reference to you may also include a reference to your Authorised User(s), if the context so requires, whether or not this Agreement refers directly to Authorised Users.
Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to “including” or “includes” shall mean a reference to “including, but not limited to” or “including, without limitation”.
Any reference to Applicable Law and/or a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
A reference to a Rapyd document, whether guidance, guidelines, policy or otherwise, is a reference to it in its current updated state.
References to clauses and schedules are to the clauses and schedules of this Agreement unless otherwise specified; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

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