CIBO APP TERMS AND CONDITIONS


PLEASE READ THIS AGREEMENT IN ITS ENTIRETY AS THE TERMS MAY HAVE CHANGED
Updated: 20/04/2018

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User Agreement for Cibo PAY Service
Last update: 20.04.2018

Welcome to Cibo PAY!
“Cibo PAY Service” is a FinTech ordering & payments platform providing acceptance of card-present and card-not-present payments in various currencies with instant settlement in a single or multiple e-money account/s, provided by licensed Electronic Money Institutions or Credit Institutions (“Financial Institutions”), licensed by us to use Cibo PAY Platform.
Company details: Cibo App is a company registered in England and Wales with registered company number 09548892, whose registered office is at Unit 6 Queens Yard, White Post Lane, London, England, E9 5EN.

1. Legal relationship and Service:
1.1 This User Agreement is between the Merchant and Cibo App Ltd, operator of Cibo PAY platform www.cibopay.com , with address: Unit 6 Queens Yard, White Post Lane, London, England, E9 5EN (VAT number: Our VAT number is GB262 2531 28.), acting in its capacity of all in one hospitality system provider, (both referred to as “we”, “us”, or “our”), defined in Section Definitions.
The User Agreement regulates the Merchant’s use of the FinTech platform Cibo PAY, a combination of hardware, software and mobile application, which are protected by our intellectual property and is necessary for the provision of the ordering and payment services, provided by the venues to which we have licensed the use of the Platform.
The element of the Merchant’s account which constitutes the ordering and payment functionality will be known as the "Cibo Platform". The Cibo platform is the operational part of the platform through which Merchant uses the system to manage its platform.
To use Cibo PAY Service merchants must have at least one valid Cibo platform account, with Cibo App Ltd & a Financial Institution, licensed as payments acquirer. To use the acquiring and issuing services from Cibo PAY Service, Merchant also has to be accepted as a Merchant by the Member.
The payment account is issued by the Financial Institution, which opens and maintains the payments account
formerchant. The payments balance in merchant's account represent a claim against the Financial Institution, which has issued the payments processing account.
1.2 Payout to Merchant of amounts collected via card acceptance: Subject to all terms and conditions of this Agreement the payments acquirer shall pay
tomerchant the due amounts, collected via the Service, by crediting Merchant’s Bank Account with a sum of money that is equal to the amount due to merchant. The amount due to Merchant equals the authorized and settled by Card Organization sum less the applicable fees, charges, Reserve amounts and other possible claims that we might have. Merchant may use the electronic money in Merchant’s account for transfer to bank account or transfer to other Merchant’s Account or payment in Internet or payment on POS, or ATM cash withdrawal with Card.
1.3 The Payment Service is described in Section Definitions below in this Agreement and constitutes acquiring of payments with cards with the logo of the Card organizations A description of the main characteristics of the Service is also set out on the website for the Service.
1.3.1 The Value-added Services provided on Cibo PAY platform by Cibo PAY are, POS ordering system, table booking, online/mobile ordering, employee management,  marketing tools, restaurant mobile app and other value-added services, offered via Cibo PAY platform 
as an additional benefit to the merchants.
1.4 Merchant Information: Subject to all terms and conditions of this Agreement during the term of this Agreement we shall provide to Merchant a Merchant’s online account on Cibo PAY platform and a Mobile app for information, payment orders, control of the security of payment instruments of Merchant, described below in this Agreement.
1.5 This Agreement does regulate the online purchase of Cibo PAY package physically or online from www.CiboPAY.com or from third parties’ websites. This Agreement regulates the provision of value-added services by Cibo PAY platform and payment services by us to Merchant who have
registered for the Service successfully and has agreed to this Agreement.
1.6 Use of the Service is subject to the Agreement. The Agreement will be effective from the date of acceptance by Merchant of this User Agreement and the Legal Agreement for Cibo PAY Account ("Effective Date"). By accepting the Agreement, Merchant agrees to use the Service in accordance with the requirements of the Agreement.
Merchant can accept the Agreement by:
(i) Clicking to ¨Accept¨ or ¨Agree¨ to the Agreement, where this option is made available to Merchant by us on the website for the Service. Clicking to ¨Accept¨ or ¨Agree¨ to the Agreement, where this option is made available to Merchant by us on the website, therefore, the electronic document of the Agreement is deemed as duly signed by Merchant, or
(ii) Signing the Agreement on a hard copy, if requested by us; or
(iii) by accepting our invoice and paying part or complete due amount; or
(iv) Actually using the Service. In this case, Merchant agrees that we will treat use of the Service by Merchant as acceptance of the Agreement from the moment of first use of Service.
1.7 The specifics and functionalities of the Service are set out on the website for the Service. We may introduce innovations, improvements, developments, new functionalities, upgrade accounts or amend the names of accounts or products unilaterally and without the consent of Merchant, for which we shall inform Merchant via the website for the Service or via the Merchant’s online account. We are not liable for lack of availability of the Service on mobile or smart devices, or inability to download or use the Services via a particular smart device, or lack of Service or part of the Service, because of lack of Internet or because of mobile operator services (such as SMS or other) or Merchant’s hardware specifics or problems. However, where a change to the Service constitutes a modification to the preliminary information to be presented to Merchant prior to concluding this Agreement as required by theLaw, or narrowing the Services, Merchant will be given notice by an email sent to Merchant email address.
1.8 Privacy: Protecting Merchant’s privacy is very important to us. Merchant must read Cibo PAY Privacy Policy, part of this Legal Agreement, to better understand our commitment to maintain Merchant’s privacy, as well as our use and disclosure of Merchant’s information.
1.9 Acceptance Policy: Detailed rules on the use of the Service are set out in Section Acceptance Policy in this Agreement, and in the Acceptance Policy Section in the Merchant Agreement, available on the website for the Service.
1.10 Return Policy: In case Merchant does not wish to continue using the Service, Merchant must follow the instruction for Termination of Agreement below in this Agreement and Cibo PAY Return Policy, available on the website for the Service.
1.11 A copy of the Agreement will be provided to Merchant in printable form on our website. A copy of the Agreement, as amended from time to time, is available to Merchant on the website for the Service and in the online account.Merchant may request to be provided with a copy of the Agreement, and a link to the Agreement will be sent to Merchant email address for printing.
1.12 The Agreement and all communication with Merchant will be in English language, Merchant agrees that the translation is provided only for Merchant convenience and that the English-language versions of the Agreement and communication will govern the relationship with us.
1.13 Merchant declares that Merchant is registering for the Service on Merchant’s behalf only and that Merchant is not acting on behalf or on account of third party, unless Merchant makes registration for the Service on behalf and under the instruction of the legal entity of which Merchant is employee or legal representative.
2. Eligibility. Registration, opening Cibo PAY Account and using Cibo PAY Service:
2.1 To be eligible for the Services, Merchant must (i) be a resident (address of Merchant’s registration) of one of the countries listed on the website for the Service; and (ii) has full legal capacity to enter into a contract; and (iii) not be present on any blacklist or sanctions lists, related to AML/FT purposes, officially published and notified by Regulators or our black lists of card fraudsters or black lists of Card Organizations; and (iv) use the Service for Merchant’s legal business or professional activity.
2.2 For regulatory, risk and security reasons we may impose or change the limits unilaterally and without the consent of Merchant, for which we shall inform Merchant via the website for the Service or via the Merchant’s online account, unless we are not permitted by law to notify Merchant in certain cases. We are entitled at our sole discretion to decide whether or not to change the limits following a customer’s request and we shall not be held liable by the Merchant in case of decline of such request.
2.3 Upon registration for the Service and during this Agreement, Merchant must provide current, complete and accurate information, as requested by us and maintain it as current and accurate during use of the Service. In case of any changes in information provided by Merchant, Merchant agrees to update the information in the online account without delay.
2.4 Cibo PAY Platform: Merchant cannot use Cibo PAY Service for personal use and Merchant cannot be a consumer under this Agreement. Cibo PAY does not offer a consumer payments services. Cibo PAY payments services are always are always for businesses only, used for
2.4.1 Merchant agrees that Merchant can use the payment services, provided to Merchant by the Financial Institution via our platform. For that purpose our platform will display to Merchant the account information, order details, transactions, tariff or fees, notifications, or other, but we are not liable for the provision of the payment services. The liability towards the Merchant with regards to the regulatory obligations in relation to the payment services is with the Financial Institution, providing these services to Merchant.
2.4.5 Security Interest. To secure Merchant’s performance of this Agreement, Merchant grants to us a legal claim against the funds in Merchant’s payments Account as security for any amount Merchant may owe to us as open invoices. This is known in legal terms as a “lien” on and “security interest” in the Account of the Merchant.
2.5 The Merchant agrees that the delivery of the Service and full use of the Service by Merchant shall be subject to the following condition precedents, which are not exhaustively listed:
(i) For Cibo PAY card-present POS terminal:
a) Merchant has to select, order fromInternet or from a distributor of Cibo PAY and receive Cibo PAY package, including card-present POS terminal;
b) Merchant has to register for Cibo PAY Account on www.Cibo PAY.com and provide the information requested;
c) Merchant must agree with this Agreement, which is made electronically, via means of distant communication provided on the Website for the Service, or sent via e-mail, or executed on hard copy (as may be requested by us);
d) Merchant must pass successfully the identification and verification procedure as per the internal rules of the Financial Institutions providing payment services (see below) and Merchant and Merchant has to be accepted by the Member. ;
f) Merchant has to activate the Cibo PAY card-present POS terminal.
(ii) For the Service Cibo PAY Online, such as Cibo online ordering, Cibo table booking, Cibo employee management, Cibo inventory management:
a) Merchant has to register for Merchant’s account with Cibo distributor.
b) Merchant must agree with this Agreement, which is made electronically, via means of distance communication provided on the Website for the Service, or sent via e-mail or executed on hard copy (as may be requested by us);
2.6 Identification and verification of the Merchant: The Financial institutions, providing the e-money and payment services and their registered Agents are legally obliged to identify and verify Merchant’s identity in compliance with the applicable AML/FT laws, Internal AML/FT rules and procedures and the applicable rules of the Card Organizations. The procedure for identification and verification is described in detail in Merchant’s Legal Agreement for Cibo PAY Account.
2.7 At the discretion of the Financial Institution Merchant may be entitled to use part of the Service for testing purposes only prior to completion of full approval of Merchant and/or Merchant business activity, on the following conditions:
(i) Merchant’s use of the Service is only acceptance of payments with cards (acquiring) for a temporary period and only for the purposes of testing the Service and/or integration. We shall Reserve the amounts received from the testing of the Service and shall not pay them to Merchant prior to the completion of the verification procedure and
(ii) Merchant may use the Service with limits imposed by us in the amount of £150 (or the equivalent in other currency) limit or other security limits accepting of payments with cards.
(iii) The Merchant understands and agrees that the amounts from acquired card payments during this testing period shall not be credited in the Merchant’s account, but will be held in a Reserve account until the successful verification of Merchant after which the amounts will be credited to the Merchant’s account. The Merchant agrees that when the specified limit is reached and the Merchant has still not received verification confirmation we shall be entitled to suspend the acquiring services until successful completion of the verification of Merchant.
(iv) If Merchant fails to satisfy the Merchant due diligence requirements within seven days of activation of the temporary access to the Service, the Merchant’s right to temporarily use the Service shall automatically terminate and the Service shall not be available until successful completion of the verification procedure as per our internal AML/FT rules.
2.8 In case the Merchant is successfully verified by us Merchant’s Cibo PAY Account shall be automatically activated for which the Merchant shall be notified accordingly. Nevertheless, we may require at any time additional information as a condition of the continued use of the Service by the Merchant. Merchant agrees to provide such information without undue delay, as we may require in this regard. The spending limits on the Cibo PAY Account (debit operations) are set out in the Tariff. The funding and receiving limits (credit operations) are visible in the online account. To change the limits Merchant has to contact us via email, explain the reasons for the requested change of limits and upon our discretion undergo verification with ePassport or other additional verification as we may deem necessary.
2.9 We may suspend the Service for operational reasons such as maintenance by us, by the Member or other third parties, or because of an emergency or reasons related to fraud, risk or compliance. We will restore the suspended Service as soon as reasonably practicable.
2.10 We will use all reasonable endeavors to correct any reported technical faults in the Service as soon as reasonably practicable. However, we do not give any guarantees as to the performance of the Service or any undertakings that the Service will be continuously available or free of faults, an authorization process in some cases includes the participation of third parties, such as Card Organization and Card Issuers, which are not under our control.
2.14 Occasionally we may:
(a) for operational reasons, update the technical specification of the Service and/or update the manuals or documents related to the Service; or
(b) require the Merchant to follow instructions which it believes are necessary for reasons of security or quality; or
(c) for operational or commercial reasons, make changes in the information provided for the Merchant, to which Merchant agrees by entering into this Agreement or using the Service.
2.15 We may refuse to execute any payment transaction, payment order or other use of the Service if we have reasonable grounds to suspect fraud, a breach of the Agreement or Regulations by Merchant or third party. Authorizations or payouts may also be delayed due to compliance with obligations under applicable legislation or Regulations, including if we suspect that the transaction involves fraud or illegal or non-acceptable activities. In the event that we refuse to execute a transaction or payment order, Merchant will be notified, unless it is unlawful for us to do so or would compromise reasonable security measures.
3. Funding of account and Receipt of money:
3.1 Funding of Business accounts with amounts due by us to Merchant from acquiring services: Merchant agrees that Cibo PAY Account will be used to settle amounts due by the Financial Institution or Member to Merchant from the acquiring services or credit transfers. All terms and conditions for the Funding of account and receipt of money are dealt with in the respective Legal Agreement for Cibo PAY Account and the Merchant Agreement.


4. Refusal, reversal of unauthorized transaction:

4.1 All terms and conditions for the Refusal, reversal of unauthorized transaction and reversal of incorrect payment orders are dealt with in the respective Legal Agreement for Cibo PAY Account.
4.2  When Merchant receives a payment:
(a) Merchant is liable to us for the full amount of the payment plus any Fees if the payment is later invalidated for any reason. In addition to any other liability, if there is a Reversal, or if Merchant loses a Chargeback or Claim, Merchant will owe us an amount equal to the Reversal, Chargeback or Claim and applicable fee as per the Tariff and other charges related to the Reversal, Chargeback or Claim. We shall debit Merchant’s account to recover any amounts and fees, due by Merchant in connection to Reversal, or Chargeback or Claim or Reserve, immediately and without prior notice;
4.3 Merchant agrees that in case a payment transaction is not approved for some reason or Merchant wishes to refund full or partial amount, then the following rules shall apply:
(i) Reversal or refund of full amount of transaction – the amount of the transaction is refunded in the original type of currency; or
(ii) Partial reversal or refund of amount of transaction – the amount subject to reversal or refund is refunded in the currency of the transaction; or
(iii) If payment has been made with Card via debiting of linked Funding Instrument - the amount subject to reversal or refund is refunded in the currency of Card; or
(iv) If payment has been made with e-money via debiting of linked Funding Instrument - the amount subject to reversal or refund is refunded to Funding instrument if possible, or if not possible is refunded in Merchant’s account in the currency of the transaction.
4.4 Chargebacks, Reversals, Refunds or Claims, related to the acquiring services:
4.4.1 All terms and conditions for Chargebacks, reversals, refunds or claims related to the acquiring services are dealt with in the Legal Agreement for Cibo PAY Account and in the Merchant Agreement.
4.5 Other rules for use of the Service:
4.5.1 Without prejudice to the above, Merchant agrees and acknowledges that the reporting and payment of any applicable taxes arising from use of the Service and which by law are obligations of Merchant, is Merchant’s exclusive responsibility and liability. Merchant hereby agrees to comply with any and all applicable tax laws.
4.5.2 Merchant acknowledges and agrees that: (a) The sales of Goods and Services are transactions between the Merchant and Merchant and not with us, or any of our Branches, Agents or affiliates, unless we are expressly designated as a Seller (Merchant) in the transaction (for example, purchase of Cibo Hardware). We are not liable for the performance of obligation of Merchants.
4.5.3 Merchant will be able to view Merchant transactions free of charge in Merchant’s account transaction history, which is updated regularly, and Merchant agrees not to receive paper statements. We shall send to Merchant registered e-mail on a monthly basis a link to the Merchant’s account to check its balance and/or transaction history.


5. Payment instruments security features. Security measures and Safety Requirements:
5.1 We, the Financial Institution and/or the Member have provided to Merchant personalized security features for using all payment instruments, included in the Service, such as, but not limited to, password, OTP (one-time passcodes) received via SMS. We shall make sure that the personalized security features of the payment instruments are not accessible to parties other than the Merchant or user entitled to use the payment instrument, without prejudice to the obligations of the Merchant. The mobile POS terminal is PCI DSS compliant and is certified by the Card Organizations.
5.2 Merchant agrees to use the Merchant’s credentials, such as username and password and other personalized security features for Merchant’s payment instruments only in accordance with this Agreement and with the law. Merchant must not provide and must not allow disclosure of the personalized security features to a third party, because even in this case Card or payment instrument can be comprised and result in unauthorized transactions, for which Merchant is fully liable. Merchant must not disclose the credentials for access to a Business account (username and password), because they may be identical with the credentials for access to Merchant personal account and there is a risk of unauthorized transactions. The breach of this obligation is breach of Merchant’s obligation for protection of personalized security characteristics of payment instrument and Merchant will be fully liable for unauthorized transactions as a result of Merchant’s breach of this obligation willfully or with gross negligence.
5.3 If Merchant is using the Service in a business capacity or as a Merchant of Business account, Merchant agrees that:
(i) all employees, agents, representatives and others having access to Merchant Credentials or personalized security characteristics of payment instrument/s of Merchant, will be considered as properly authorized to use Merchant account and/or make any payment orders via all payment instruments and perform all actions to which Merchant is entitled and will legally bind the Merchant, business, partnership or other legal entity concerned;
5.4 If Merchant believes that Merchant’s Cibo PAY Account or payment instruments, Merchant has to contact us without undue delay. Merchant agrees to notify us via Merchant’s registered e-mail or via the Contact Center, as explained above , immediately and without delay in case of loss, theft, misappropriation or unauthorized use of credentials and/or personalized security features and/or payment instruments, including, but not limited to online account, mobile application, POS terminal and to take all preventive and security measures as allowed by the Service. Merchant also agrees to notify us without undue delay and in the same manner of any other breach of security regarding the Service of which Merchant has knowledge.
5.5 We may suspend the use of the Service in part of wholly, including block the Cibo account, where we or Merchant may suspect that their security may have been compromised or that unauthorized or fraudulent use has taken place. We shall inform Merchant in advance or, if that is not possible, immediately after, of the suspension of the use of the Service, specifying the reasons for the suspension, unless such provision of information would compromise reasonable security measures or be otherwise unlawful. We shall provide the Service or replacement credentials or personalized security characteristics to Merchant, as soon as practicable after the reasons for the suspension cease to exist and on condition that Merchant has performed all obligations towards us.


6. Protection of Merchant personal information:
 
6.1 We are authorized to store and process Merchant’s data, including personal data in terms of the applicable legislation on data protection (and any amendment thereof), to the extent that this is necessary for the appropriate conduct of the business relations and conforms to the applicable statutory provisions. We only record information which serves to fulfil our duties and do this solely within the scope of the service provided to Merchant. In this respect Merchant authorizes us to collect, process and store data relating to Merchant from other banks and other professionals. For information about Cibo PAY data protection Policy, Merchant has to read the Privacy Policy available on the website for the Service. Merchant may request that an electronic copy of Privacy Policy is sent to Merchant in PDF form by contacting us via Merchant’s registered and verified e-mail for the Service.
6.2 Financial Secrecy: The Financial Institutions and we are bound, in accordance with the applicable laws and agreements, to observe secrecy and confidentiality with regards to all information which Merchant discloses to us about the Merchant (“Secret Information”). However, we are authorized and required by the applicable laws a or international laws to disclose Secret Information in so far as the declaration of such Secret Information is:
a) required in terms of any provision of law in any jurisdiction, under the applicable laws on automatic exchange of information, such as Foreign Account Tax Compliance Act (FATCA) or Common Reporting Standard (CRS) or similar, requiring financial institutions to exchange automatically with the competent tax authorities information on Merchant data, such as Merchant names, address, Tax number, social security number, or similar, account number and account/s balance as at the end of the calendar year and other information for tax purposes, specified in these acts, or on a ad hoc principle upon request or order of any competent authorities;
b) required in terms of an order of a Court of law, prosecution office, or police or tax authority, bailiffs, or other authority or agency investigating a criminal or administrative offence (not limited to money laundering or terrorist financing) or a breach of any law by Merchant;
c) required for any proceedings by us against the Merchant for recovery of sums due to it in terms of the business relationship or for defending itself against any claim with regard to services provided to Merchant in connection with which the secret information has been obtained by us;
d) otherwise permitted by the Merchant including when Merchant require us to provide a reference or a status report to a third party or by any applicable law;
6.3 In accordance with the provisions of the Law, by accepting this Legal agreement, the Merchant consents to disclose information about Merchant, acquired during the course of the relationship in the circumstances specified hereunder:
a) to any of our professional advisers (including but not limited to financial, legal and other advisers as might be engaged from time to time), or to any actual or potential assignee or transferee of our rights against the Merchant, or to any person who may otherwise enter into contractual relations with the us in relation to the business relationship with the Merchant;
b) when the information is required to be disclosed or is requested in the course of a due diligence exercise;
c) when the information is required in the normal course of business with institutions or other persons who are normally bound by similar obligations of secrecy.
6.4 Merchant agrees to the use of Merchant data in accordance with the Privacy Policy. The Merchant expressly agrees for the use and the communication of Merchant’s personal data to us and our agents and sub-contractors.
6.5 Merchant Identity Verification for Anti-Money-Laundering Requirements and Fraud detection:
(a) Merchant acknowledges that we are offering and continues to offer the Services to Merchant on the condition that Merchant satisfies all due diligence and identity checks that we may conduct, and that Merchant complies with ours, regulatory anti-money-laundering requirements. Identity checks may include credit checks, anti-money-laundering checks required by relevant legislation, and checks to meet relevant regulatory requirements. Merchant will provide all assistance requested by us in carrying out such checks and determining compliance with anti-money-laundering requirements, including the provision of such additional registration or identity verification information as we may require at any time.
(b) Merchant consents to sharing with and obtaining from third parties, both inside and outside the European Economic Area, and to the extent permitted by law, information held about Merchant, including personal data as defined under relevant data protection legislation, for conducting applicable due diligence and identity checks, and Merchant agrees that such third parties may retain the information shared in this way.
(c) Non-satisfaction of the conditions in this clause, including that Merchant provides information requested by us to conduct identity verification or determine compliance with anti-money-laundering requirements, may result in decline or immediate suspension of the Merchant's use of the Service and/or also termination of this Agreement without prior notice to Merchant.


7. Cibo PAY Acceptance Policy. Restricted Activities:
7.1 Merchant may only use the Service in bona fide and in accordance with the functionalities of the Service as defined in the online account of the Service and in compliance with this Agreement. Merchant agrees to use the Service only as permitted by:
(i) The Agreement, and Cibo PAY Acceptance Policy, part of this Agreement and the Merchant Agreement, available on the website for the Service and all documentation included in Cibo PAY package or technical documentation or manuals for Cibo PAY Virtual;
(ii) Characteristics, settings and limits of the Service, including setting of limits and options by Merchant as allowed by the Service, as published and updated by us from time to time on the website for the Service or in the online account for the Service; and
(iii) Any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
7.2 Restricted activities: It is strictly forbidden to use the Service in violation of the Agreement, or for any illegal purposes including but not limited fraud, money laundering, tax evasion, without the consent or against the will of the cardholders or customers of the Merchant or other illegal activities. Merchant shall under no circumstances use the Service for activities or execution of transactions, which without limitation involve or may involve any of the following:
(i) Breach of this Agreement (including, without limitation, providing false identifying data, such as false names, e-mail address, multiple mobile numbers or other data, with the aim or resulting in opening of multiple accounts for a single user or avoiding the limits imposed by us in another way); or
(ii) Breach or risk of breach by Merchant or by us of any law, statute, contract, or regulation applicable (for example, Data Protection laws, laws on electronic messages or unrequested advertising or those governing payment services including anti-money laundering or terrorist financing, or similar regulatory requirements, including where we cannot verify the identity or other data about Merchant according to regulatory or Internal requirements, consumer protections, unfair competition, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any Goods or Services according to all applicable laws); or
(iii) Abuse by Merchant of the reversal or chargeback process provided by Merchants bank or credit card company; or
(iv) Use of the Service without the consent or against the will of the cardholders/customers of the Merchant, such as sending Links or Requests for payments without the consent of the cardholders/customers of the Merchant, or in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability of ours’, our agents or sub-contractors;
(v) Infringement of our or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; or
(vii) Use the Service in connection with any other underlying illegal transaction;
(viii) Use of the Service for any sale or purchase of goods and/or services, which are not acceptable to us as determined on the website for the Service or instructed in writing by us.
(ix) Send unsolicited email/SMS/invitation to a user of the Service or third party or use the Service to collect payments for sending, or assisting in sending, unsolicited email/SMS/invitation to third parties.
(x) Act in a manner that is obscene, defamatory, libelous, unlawfully threatening or unlawfully harassing or provide false, inaccurate or misleading Information.
(xi) Use an anonymizing proxy or control an account that is linked to another account that has engaged in any of these Restricted Activities (an Account is deemed to be “linked” to another account for the purpose of this section where we have reason to believe that both accounts are controlled by the same legal personality or group of legal personalities (including, without limitation, individuals), which is more likely when both accounts share certain attributes, including, without limitation, the same recorded username, email address, funding source (e.g. bank account) and/or recorded ID used to receive Services.
(xii) Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information or use any robot, spider, other automatic device, or manual process to monitor or copy the website of the Service or to interfere with the Service.
(xiv) Selling, renting, losing or somehow giving the POS terminal to a third party, or Reveal Merchant’s Account password(s) or access PIN, or use of anyone else's password or PIN. We are not responsible for losses incurred by Merchants including, without limitation, the use of the POS or account by any person other than the Merchant, arising as the result of misuse of POS, PIN or passwords;
7.3 Merchant may not use the Service and/or may not accept the Agreement and we may temporarily stop or terminate the Service or Agreement immediately and without prior notice to Merchant, if:
(a) Merchant is not of legal age to form a binding contract with us and operate the payment instrument for use with the Service; or
(b) Merchant is a person barred from receiving the Service under the applicable laws or other Organizations or our rules or policies;
(c) Merchant has not been fully identified or verified by us, upon our single discretion;
(d) Merchant’s is not using the Services for Merchant’s legal business or professional activity or Merchant’s activity is not compliant with the laws; or
(e) Other important reasons, upon our discretion, such as risk and compliance;
7.4 we shall be entitled to notify Merchant at any time on non-acceptance to the Service via e-mail. The decision for the refusal is strictly in our discretion and we shall not be liable for whatsoever compensations.
7.5 Merchant agrees that Merchant will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
7.6 Merchant agrees that Merchant will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose.
7.7 Merchant agrees that Merchant is fully responsible for (and that we have no responsibility to Merchant or to any third party for) any breach of Merchant obligations under the Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.
7.8 Merchant acknowledges and agrees that in order to meet all obligations after the Prevention of Money Laundering Act and The Prevention of Money Laundering and Funding of Terrorism Regulations and other documents related to their execution, as well as all European and national legislation in the field, we may establish general practices and limits concerning the use of the Service without prior notice to Merchant, including, without limitation, individual or aggregate transaction limits on the value or Payment Transactions during any specified time period(s). We shall notify Merchant for every amendment in the common practices and limitations within reasonable time unless such notification is prohibited by aforementioned Prevention of Money Laundering Act and The Prevention of Money Laundering and Funding of Terrorism Regulations.
7.9 We may refuse to execute any acquiring or other use of the Service if we have reasonable grounds to suspect fraud, a breach of the applicable Agreement by Merchant or the Merchant, or a violation of law or other Organization. Transactions may also be delayed due to our compliance with our obligations under applicable anti-money-laundering legislation, including if we suspect that the transaction involves fraud or illegal or non-acceptable activities. In the event that we refuse to execute a funding or payment transaction or payment order, Merchant will be notified, unless it is unlawful for us to do so or would compromise reasonable security measures.
7.10 we are not liable for declined payment transactions or lack of Service, due to lack of authorization of the transaction from the Issuer of the card, enough balance in the account, use of Card without name of cardholder or in case of Merchants not accepting payments with such Cards, or offline transactions (Cards are generally not accepted for offline transactions, such as payments on toll roads, or other, however, this does not exclude Merchant liability for offline transactions, if any), lack of Internet, or problems with hardware or software of Merchant, or exceeding the limits set by Merchant as allowed by the Service, or the general limits, determined by us, or any other reason beyond our reasonable control.


8. Service Fees
8.1 We will display in Cibo PAY Platform the Fees for the services. The fees will be debited by the Financial Institution, directly from Merchant’s balance. The Fees may be changed unilaterally with 2-month notice sent to Merchant. The fee for the acquiring services, which depends on the interchange fees and other similar fee of the payment acquirers, may be changed by the Member with shorter notice in case of Regulatory change. Updates in the Fees will be indicated on the Website for the Services and/or in Merchant online account for the Service. In addition to the fees, Merchant agrees to pay to us the extraordinary costs for any tests, registration, accreditation, web crawling, special API developments or similar unusual or unpredicted costs incurred by us. We may also charge Merchant with administrative fees for providing paper statements, if requested by Merchant, or other information, which is different from the information provided in Merchant online account for the Service.
8.2 Currency conversion: If transaction involves a currency conversion, it will be completed at a foreign exchange rate determined by us plus a Currency exchange fee expressed as a certain percentage above the exchange rate and as specified in the Tariff. Foreign exchange rate is adjusted regularly based on market conditions (the wholesale exchange rate at which we obtain foreign currency). The exchange rate may be applied immediately and could be viewed by Merchant in the online account. The Currency exchange fee is retained by us and will be applied whenever we perform a currency conversion according to Merchant’s payment instruction. Merchant may calculate via online account what foreign exchange rate apply for a certain transaction, involving currency exchange, as well as what is the amount of the Currency exchange fee if there is such specified as per Tariff.


9. Merchant liability:
9.1 Merchant shall be fully liable for all losses incurred in respect of unauthorized transactions and/or all damages, notwithstanding the amount of the losses or damages, if Merchant has acted fraudulently or with negligence or willful misconduct, or has failed to comply with the Agreement, or any inseparable part of this Agreement, including but not limited to user manuals or acceptance policy or the law. Merchant shall be liable without limitation for all losses incurred in respect of unauthorized or incorrect use of the Service or Merchant online account for the Service, or as a result of breach of Merchant obligations to preserve the security of Merchant Identifying Credentials. Merchant shall be fully liable for damages resulting from incorrect use of the Service.
9.2 “A”. In case a transaction via the Service is already approved, but the POS terminal or Internet connection is switched off during or prior to transaction processing, for whatever reason, such transaction shall not be cleared and paid by the Card Schemes under their rules. In such case, we shall not be liable for any delayed payment. Such Transaction can be cleared and paid to the Merchant account only after successful execution and processing of a next transaction on the same POS terminal. In such cases and in cases where the period between the approval of such transaction and the actual clearing via the Card Schemes and payment to the Merchant is more than 5 (five) calendar days, the Merchant shall be charged with a Fee for Late presentment as per the Tariff. We do not bear any responsibility for clearing and payment of approved transactions, if they have not been completed properly by the Merchant or the POS terminal has been lost, stolen, given by the Merchant to 3rd parties or damaged by the Merchant or 3rd parties after the approval of the transaction.
13.3 Merchant shall be entitled to redress losses from unauthorized transactions, excluding fees or interest or profits lost, incurred by Merchant as a result of unauthorized transactions with the payment instruments of the Merchant, provided by the Service, if the Merchant has informed us on the unauthorized transactions without undue delay and not later than 7 (seven) days after the date of the unauthorized transaction and provided that there is no negligence or willful misconduct on behalf of the Merchant, or Merchant’s agents or sub-contractors. Where Merchant is entitled to redress, we will refund the amount, less applicable fees as per Tariff in reasonable time, after expiry of deadlines for chargebacks or other deadlines for protection of our legal interests.
9.2: In addition to our right of indemnification, in case where Merchant’s Cibo PAY Account has been blocked by us for compliance or security reasons, or under order by a regulator, due to a breach by the Merchant of our Acceptance Policy or use of the Service by the Merchant in breach the applicable laws, this Agreement or the Rules of the Card Organizations, we shall be entitled to block Merchant’s Cibo PAY Account and all or part of the Services, without prior notice to Merchant and we shall be entitled to receive as a penalty for each breach by the Merchant, equal to 20% of the turnover of Merchant via Cibo PAY Service for a period not exceeding the last 12 (twelve) months per breach. We reserve our right to withhold amounts and/or seek higher compensation for our actual damages.
9.3 The ultimate liability with regard to Merchant’s claims related to transactions with Cibo PAY Cards or related to transactions processed via the acquiring services is with the Member.
9.4 Merchants liability in relation to Intellectual property rights and publicity:
9.4.1 Subject to all terms and conditions of this Agreement, we authorize the Merchant and Merchant agrees to use the logo and Marks of Cibo PAY Service, such as Cibo PAY, Cibo PAY Online, MasterCard, VISA and JCB or other Card Schemes provided by us to the Merchant (referred to as “Marks”) in accordance with the conditions set out in this Agreement for the sole purpose of using the Service. Merchant is authorized to use the Marks only on the Merchant's promotional materials and website to indicate that Payers can pay the offers of Merchant via Account.
9.4.2 Intellectual property rights in (1) any software or documentation supplied by us to the Merchant for or in connection with the Service, and (2) any custom graphic interfaces, design elements, graphics or other applications or content which we or our licensors may provide and which are placed on or incorporated into the Merchant Website, remain our property or of our licensors. Merchant is not authorized in any way to copy, reproduce, disassemble, sell, lease or in any other way provide the use of the payment instruments, online accounts, software, platforms, APIs or mobile POS devices or any other our development or material.
9.4.2 Where any software, documentation, API, applications or other materials or developments are developed or provided by us to enable the Merchant to use the Service, we shall be the exclusive owner of such software developments and materials and grants to Merchant for the duration of this Agreement a non-exclusive, non-transferable license to use the software, documentation or other materials for that purpose only and in accordance with this Agreement.
9.4.4 Merchant will not, without our prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.
9.4.5 The right to use the Marks and any software, documentation or other materials supplied under this Agreement shall last only for the duration of this Agreement and may not be assigned or sublicensed in full or in part.
9.4.6 Merchant may make a copy of the documentation and other materials supplied under this Agreement for backup purposes only.
9.4.7 Merchant shall grant to us a non-exclusive, non-transferable (other than in accordance with Clause 17.8) license, for the duration of the Agreement, to use the Merchant's trademark and trade names (collectively, the “Merchant Marks”) in the course of providing the Service, on the Website for the Service or various marketing materials for promotional, reference or operational purposes, such as but not exhaustively video materials for Internet and the social media or the TV or other media channels, printed materials and others and may include links to the Merchant’s website on the Website for the service. In case upon decision of Merchant, Merchant has provided its logo or TM or other sign, to be printed on the receipt via the Service, Merchant shall be liable for all damages, which we may suffer, as a result of claims from third parties related to the use of the sign, provided by Merchant.
9.4.8 Merchant will not issue any promotional or advertising material containing the Marks, without first obtaining our prior written consent.
9.5. In case of delay for payment of amounts due to us Merchant shall owe a penalty for delay in the amount of the statutory interest 1.25% of the total
payment amount for each day of delay from the date of delay until payment of the full amount.
9.6. Right of Withhold or Set-off: Unless otherwise agreed between the parties in writing, according to the applicable law we may exercise a right of withholding and/or set-off overall Merchant’s money in Merchant’s account/s with us until all outstanding fees, costs, charges, expenses and liabilities due to us have been paid in full.


10. Termination of Agreement
10.1 Merchant acknowledges and agrees that we may stop providing the Service to Merchant, as provided in the Agreement or after a request by the Financial Institution or Member.
The merchant may stop using the Service at any time, without the need to inform us when Merchant stops using the Service. The Agreement will continue to apply until terminated either by Merchant or us, as set out below.
10.2 If Merchant wants to terminate legal Agreement with us, Merchant may do so immediately and without charge for termination at any time by:
(a) Notifying us, in accordance with clauses for communication by Merchant to us below; and
(b) Closing Merchant’s account for the Service, including requesting redeeming the available balance of acquiring; and
(c) Return of POS terminals to us.
10.3. In case of any risk of Damages for us, resulting from reversals, chargebacks, claims, fees, fines, penalties, Merchant’s non-compliance with AML/FT or other regulations and other similar liabilities arising from Merchant‘s use of the Service, we may hold the Merchant’s funds for up to 180 Days even after Termination of Agreement or shorter or longer period, as required by the law, including laws in favor of the consumer. Merchant will remain liable for all obligations arising under this Agreement even after Termination of Agreement and/or closing of the account.
10.4 We may, at any time, terminate the Agreement with Merchant without notice if:
(a) Merchant has breached any material provision of the Agreement or law or other Organizations (or have acted in a manner which clearly shows that Merchant does not intend to or is unable to comply with the material provisions of the Agreement); or
(b) We are required to do so by law or other Organizations (for example, where the provision of the Service to Merchant becomes non-compliant with the Regulations); or
(c) Merchant is in delay of payment of amounts due to us for more than 15 DAYS or Merchant is in delay of payment of amounts due to us for more 1 (one) month twice or more during 3 (THREE) consecutive months, after Merchant has been invited to pay the due amounts via email; or
(d) in case of reasonable doubt or proven attempt, or participation, or committed illegal copying or storing of Cardholder Information or illegal use of Cardholder Information, use of fraudulent or copied cards or other illegal activity, in which case Merchant data and reason for termination of Agreement will be reported in data bases of Card Organizations, used by all banks, payment institutions and other members of Card Organizations.
10.5 Unless a shorter period is provided in this Agreement, as permitted by law, we may, at any time, terminate the Agreement by giving Merchant two (2) months' notice.
10.6 When this Agreement comes to an end, all of the legal rights, obligations and liabilities that Merchant and we have benefited from, or which have accrued over time whilst the Agreement has been in force, or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of clause 10.5 will continue to apply to such rights, obligations and liabilities indefinitely.
10.7 Redemption of funds upon closing of account:
10.7.1 Upon closing of the account at request of the Merchant, Merchant is entitled to request personally by sending an e-mail to us via the Merchant’s registered e-mail for the Service to redeem (buy back) part or all available balance of e-money of Merchant, less all applicable fees. The request for redemption of funds has to be signed by a legal representative or a person explicitly authorized by the Merchant of Business Account. Subject to the successful completion of applicable anti-money-laundering, fraud and other illegal activity checks of every request for redemption by us, the Financial Institution will redeem the amount of the outstanding e-money, less the applicable fees, such as redemption fee, determined in Tariff or currency conversion fees if applicable and possible bank transfer fees for the bank transfer. The remaining amount shall be transferred to Merchant’s bank account or another payment account designated by the Merchant.
10.7.2 We are not liable for incorrect transactions based on
false or incomplete information. We shall not be liable for delays in the redemption of funds where the delay is caused by any third party involved in the transfer transaction of redeemed money.
10.7.3 Merchant cannot request and is not entitled to funds redemption if there is no balance available in Merchant’s account for whatsoever reason or balance is not enough to cover the fees for redemption.
10.7.4 If the outstanding amount of funds cannot be redeemed in accordance with this clause, Merchant has six (6) years following termination of the Agreement to request the redemption of the outstanding amount in full and in compliance with this Agreement, after which time any money left in Merchant’s account becomes our property. For the purposes of this clause, the Agreement terminates when Merchant is no longer able to use Merchant money for the purpose of making Funding and/or Payment transactions or use of the Service. Any redemption made, pursuant to this clause, is subject to the successful completion of applicable anti-money-laundering, fraud
and other illegal activity checks, and Merchant agrees to provide the information requested by us to complete these checks. Nothing in this clause limits our right to terminate the Agreement, pursuant to the other clauses of this Agreement or the law.
10.8 Death and Change in Legal Status
10.8.1 Individuals: we will assume that the relationship between us and the Merchant persists until we are notified in writing about the death of the Merchant. We must be notified by who is legally vested with the rights and obligations to act on behalf of Merchant’s affairs and will take instructions from him/her/them. Such person may be the heir, legatee, administrator, executor or otherwise. We shall be entitled to receive to our satisfaction such evidence, at Merchant’s cost, as may be required by us to establish the proper entitlement and authority of the person claiming to be in charge of acting on behalf of Merchant’s affairs and we shall not be bound to act upon such instructions until such time as we are satisfied such authority.
10.8.2 Legal Entities: In the event that Merchant is placed into liquidation, bankruptcy or administration or any other analogous process wherein a liquidator, curator or trustee or similar officer is appointed and in whom legal authority and representation is vested, to the exclusion of the persons Merchant may have nominated, we shall be entitled to receive to our satisfaction such evidence, at Merchant’s cost, as we may require to establish the proper entitlement and authority of the person claiming power to give us instructions and we shall not be bound to act upon such instructions until such time as we are satisfied of such authority. In case where the legal entity or organization is dissolved, the successor of the assets (money) in the account has to provide to the bank a legal document, proving that he is the successor of the assets in the account and he/she is entitled to these assets. We may have additional requirements for verification of a successor of the assets in the account or other documents prior to providing access to the account or order of the money to the successor.
10.9 Cibo PAY Return Policy: Merchant has to follow Cibo PAY Return Policy, which is established by the company supplying the POS terminals. Merchant is not allowed to dispose of the mobile POS device, including its battery or other components without observing the regulations for waste of electrical equipment. Upon termination of this Agreement Merchant must return the mobile POS, including.


11. Limitation of Warranties:
15.1 We, our branches, affiliates or Agents or sub-contractors make no express warranties or representations with respect to the provision of the Service. In particular, we, our branches, affiliates or our Agents or sub-contractors do not warrant to Merchant that:
(a) Merchant use of the Service will meet Merchant requirements or expectations;
(b) Merchant use of the Service will be uninterrupted, timely, secure or free from error; and
(c) Any information obtained by Merchant as a result of use of the Service will be accurate or reliable.
15.2 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service, except to the extent that they are expressly set out in the Agreement.
11. Limitation of Liability:
11.1 Nothing in the Agreement will exclude or limit our liability for losses which may not be lawfully excluded or limited by this Agreement or by applicable law.
11.2 Subject to Clause 11.1 above, we, our Agents or sub-contractors or Licensees, will not be liable to Merchant for:
(a) Any indirect or consequential losses which may be incurred by Merchant. This will include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by Merchant;
(b) Any loss or damage which may be incurred by Merchant as a result of:
(i) Any reliance placed by Merchant on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Merchant and any advertiser whose advertising appears on the Service;
(ii) Any change which we may make to the Service or any permanent or temporary cessation in the provision of the Service (or any features within the Service);
(iii) Malfunction of the Service;
(iv) The deletion of, corruption of or failure to store any communications data maintained or transmitted by or through Merchant use of the Service;
(v) Merchant failure to provide us with accurate account information; and
(vi) Any fraudulent use of the Service by Merchant or third parties;
(vii) Any compensation for fees or interest paid or levied on Merchants as a result of non-performance or incorrect performance of a payment transaction.
(viii) Any printing or lack of printing on the receipt of the logo or TM of Merchant from the Service, including, but not limited to the quality of the image or colors, or IP rights over the sign printed.


12. Changes to the Agreement:
12.1 Merchant agrees that we may make changes to the Agreement from time to time. We shall give Merchant two (2) months' notice of changes in the Agreement, unless shorter period is necessitated by a Regulatory change, or is allowed by law, via email sent to Merchant email address and/or by notifying Merchant in the online account or the website of the Service before their proposed date of entry into force.
12.2 Merchant understands and agrees that Merchant will be deemed to have accepted the changes unless Merchant notifies us to the contrary by notice, as provided in clause 13.5, prior to the date on which the changes are to come into effect, in which case the Agreement will terminate without charge for termination immediately before the effective date of the changes.
17.3 Nothing in Section 17 will limit:
(a) our right to update and revise our policies from time to time or to add new features to the Service from time to time without prior notice, which may be accepted by Merchant by using the new feature. Such revisions may take place using a method chosen at our discretion, and such method may include email communication or publication on our website for the Service; and
(b) The parties' right to vary the terms of this Section 12, where the variation is not prohibited by law and both parties agree to it.
13. Communications and Notices:
13.1 All information will be made available or provided to Merchant in an easily accessible manner, in easily understandable language, in a clear and comprehensible form and in English.
13.2 Statements, notices and other communications to Merchant may be made by mail, email, postings on our website for the Service, by notification via chat in Merchant’s online account for the Service or other reasonable means.
13.3 We may communicate with Merchant regarding the Service by means of electronic communications, including (a) sending email to Merchant email address or (b) posting notices or communications on the website for the Service, or (c) sending notifications via chat services. Merchant agrees that we may send electronic communications to Merchant in relation to any matter relating to Merchant use of the Service, including the Agreement (and revisions or amendments to the Agreement), notices or disclosures regarding the Service and payment authorizations. Particular communications will be handled as follows:
(i) The Agreement will be provided to Merchant at the sign-up in a printable form;
(ii) Changes to this Agreement after the sign-up will be provided in an email sent to Merchant email address and/or on the website for the Service or the online account;
(iii) Except where this Agreement provides otherwise, a notice to terminate this Agreement will be provided in an email sent to Merchant email address;
(iv) Information about balance or transactions or statements will be made available in Merchant’s account accessible online via Internet or in the online account in transaction history;
(v) Information about a suspension of the Service will be made available in Merchant’s account accessible online via Internet or in the online account
, and
(vi) Information about the rejection of transactions with e-money will be made available in Merchant’s account accessible online via Internet or in the online account in the transaction history.
13.4 Merchant should maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to Merchant in an electronic format is provided under the assumption that Merchant will be able to print or save such information.
13.5 Any legal notice or subpoena sent to us under this Agreement has to be sent by registered post to our address of registered office, stated below in this Agreement.
13.5.1 Notification of loss, theft, unauthorized use or security breach of the cards, account, POS terminal, mobile application or other payment instruments, must be made immediately to the Contact Center of Cibo PAY Service, on numbers printed on the back of the card or published on the website for the Service or in the online account, or has to be sent, as soon as possible, via e-mail through the registered e-mail of the Merchant to the e-mail, published on the website for the Service [email protected], or via chat available in the online account of the Merchant;
13.5.2 Notification of application for Card, purchase of e-money in a currency other than the Primary currency of the account, redemption of e-money upon termination of this Agreement should be sent via the registered e-mail of the Merchant to the e-mail of published on the website for the Service [email protected], or via chat available in the online account of the Merchant;
13.5.3 Notification by Merchant that Merchant does not agree to the amendment of the Agreement and wishes to terminate the Agreement prior to entry into force of the amendments should be sent via the registered e-mail of the Merchant to the e-mail, published on the website for the Service [email protected], or via chat available in the online account of the Merchant;
13.5.4 Customers complaints have to be sent to us with clear explanation of the complaint via e-mail from the registered e-mail of the Merchant to the e-mail, published on the website for the Service [email protected], or via chat available in the online account of the Merchant;
13.6. Any request for general information has to be sent to us only via e-mail at [email protected]


14. General legal terms:
14.1 Unless otherwise expressly stated in the Agreement or Tariff, all amounts stated in the Agreement are denominated in POUNDS (£) or  EURO (EUR).
14.2 Sometimes Agents or Sub-contractors of we may provide all or part of the Service to Merchant on our behalf. Merchant acknowledges and agrees that we have the right to use Agents and sub-contractors to provide the Service to Merchant.
14.3 The Agreement, including Privacy Policy, Fees and if applicable other appendices, constitutes the whole legal agreement between us and the Merchant and governs use of the Service by the Merchant (but excludes any services which we may provide to Merchant under a separate written agreement) and completely replaces any prior agreements between us and Merchant in relation to the Service.
14.4 Merchant agrees that if we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which we have the benefit of under any applicable law), this will not constitute a waiver of our rights and that those rights or remedies will still be available to us.
14.5 If any court of law having the jurisdiction to decide on a matter relating to the Agreement rules that any provision of the Agreement is invalid in respect of a certain Merchant, then that provision will be removed from the Agreement with this Merchant without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
14.6 Merchant may not assign Merchant rights under the Agreement or otherwise sub-contract or transfer any of Merchant rights or obligations under the Agreement without our prior written consent.
14.7 We may transfer our rights and obligations under the Agreement to third party, which is licensed to issue e-money giving to Merchant at least two-month notice previous the date of the transfer per e-mail unless such a transfer is required due to regulatory reasons. In case of such transfer and if Merchant disagrees with it we shall provide the Merchant the possibility to terminate the Agreement free of taxes, penalties or other.
14.8 Any claim or dispute arising under the Agreement or because of the provision of the Service by us should, in the first instance, be referred to us in writing to the Complaints Officer at the address given below in Section Definitions or via e-mail on [email protected] Merchant has to submit Complains in writing and clearly stating the reasons for complaint. We shall try to resolve the complaint, within reasonable term upon receipt of clear and correctly submitted complaint. We will then investigate and, where appropriate and necessary, take immediate action to rectify the situation. We also undertake to take the necessary steps to prevent a recurrence. All complaints will be acknowledged and the Merchant will be informed accordingly of the investigation outcome. If the Merchant is still dissatisfied with the outcome, the Merchant may direct his/her complaint to the following body:
For Complaints related to Cibo PAY Platform:
The Ombudsmen and complaint handling bodies covering in the UK, which Merchant may find at the following web page: http://www.ombudsmanassociation.org/find-an-ombudsman.php
Alternatively, the European Commission Online Dispute Resolution (“ODR”) is accessible via:
http://ec.europa.eu/consumers/solving_consumer_disputes/non-judicial_redress/adr-odr/index_en.htm
14.9 Both Parties agree that the authentic and/or correct execution of transactions and operations shall be proven with print-outs or statements printed or generated from our, the Financial Institution´s and Member’s IT systems, such as the online account of Merchant, the website for the Service, our Card System, our Register of Cibo or other software systems or platforms used by us in the capacity of regulated Financial Institution or our authorized Agents or sub-contractors, , licensed to use our software or platforms.
14.10 “Cibo PAY”, “Cibo PAY Package”, “Cibo PAY Virtual”, www.CiboPAY.com , and all related URLs, logos, marks or designs, software, interfaces or other related to the Services, including logos and marks of Card Organizations are protected by copyright, trademark registration or Patent or other intellectual property right of ours or of a third party Licensor. Merchant may not use, copy, imitate, modify, alter or amend, sell, distribute or provide them without our prior written explicit consent to do so in a separate Agreement.
14.11 This User Agreement and the relationship between us shall be governed by English law, subject to Merchant’s local mandatory rights. For complaints that cannot be resolved otherwise, Merchant submits to the non-exclusive jurisdiction of the English courts arising out of or relating to this User Agreement or the provision of our Services. In simple terms, “nonexclusive jurisdiction of the English courts”means that if Merchant was able to bring a claim arising from this User Agreement against us in a Court, an acceptable court would be a court located in England, but in case Merchant is a qualified as consumer Merchant may also elect to bring a claim in the court of the country as per Merchant’s permanent residence.


15. Definitions:
“Fiancial Institution”, or “we”, “our” or “us” means
“Cibo PAY ” means the company, which promotes and develops the Cibo App Platform as IP rights, with a seat and address on: Unit 6 Queens Yard, White Post Lane, England, E9 5EN, London, UK.
“Account”, or “Cibo PAY account”, means a Cibo Business account for ordering & payments, issued by a licensed Money Institution to a Merchant or a Professional (eligible Merchant) used to settle the money due to Merchant from the acquiring services and other payment services for a business or professional use, which is different from personal, private, or household needs of Merchant.
“Balance” means any  money (E-money) in any currency, supported by the Financial Institution issuing the money that Merchant has in Merchant’s account for acquiring;
“Business Day” means a day (other than a Saturday or Sunday) on which banks in
UK and other EU countries are open for business (other than for the sole purpose of 24-hour electronic banking);
"Merchant" means the person so named on this Agreement and/or anyone reasonably appearing to us to be acting with the Merchant’s authority or permission operating legal business or professional activity, using or intending to use for the business or professional activity one or more of the Services under this Agreement. Merchant is not a consumer, because Merchant is using the Service under this Agreement in its business capacity;
"Merchant Website" or “Merchant URLs” means the World Wide Web site(s) or URLs of Merchant, on which the offers for all products (goods), services and information including text, words, names, graphics, (including logos), software (including all software applications), video, audio or other offers are hosted, which are approved by us for the Service;
“Merchant business activity” means the legal commercial or other lawful business or professional activity of Merchant, which we have approved and for which Merchant uses the Services under this Agreement, to accept payments from customers in the course of Merchant’s business activity;
“Merchant online account” or “online account” means the personalized web page, provided to Merchant by us for check of authorized and declined transactions, check of Reserved amount, check of balance of e-money, making payment orders, requests for reversals, receiving of notifications and other important communication from us and other functions as available for the Service, which can be accessed by Merchant and entitled personnel of Merchant with the credentials provided by us;
"Merchant email address" means the email address provided by Merchant during sign-up for the Service or later amended by Merchant via the Service, which we will use for communication with Merchant;
"Merchant mobile phone number" means the mobile phone number provided by Merchant during sign-up for the Service or later amended by Merchant via the Service, which we will use for sending OTP to Merchant and for communication with Merchant;
“Financial Institution” means the small Money Institution or a Credit Institution issuing the acquiring and providing the accounts for ordering and payment services, as described in the Legal Agreement for Cibo PAY Account and licensed by us to provide its services via Cibo PAY Platform.
“Cibo PAY Online” means a Service, provided by us under this Agreement, upon explicit request of Merchant and after approval by us and successful integration with the simple version or the API provided by us for Cibo PAY, designated to Merchants with legal business activity to accept payments online /e-Commerce or card-not-present transactions/ with payment cards bearing the logo of the Card Organizations. Cibo PAY Button, Cibo PAY Checkout, Cibo PAY PayLink or the Request for Payments, which can be sent by the Merchant via the Service are also considered as part of the Service Cibo PAY Online. The Links for payment or Requests for payment allow the third persons to pay to the Merchant using their card on a secured e-commerce platform such as Cibo PAY or
other secured platform for card not present transactions. Cibo PAY Online service is described in detail on the website for the Service;
“Cibo PAY Package” or “Packages” includes a mobile POS terminal (including original manufacturer accessories, such as cables, charger
and a battery), account for ordering , and Technical Specifications, Quick User Guide and Activation Instructions;
“Cibo PAY Terminal” means the POS terminal, included in Cibo PAY package, certified by the Card organization, enabled to acquire payments everywhere and not fixed to a certain business location, which uses
Internet connection in order to accept card payments and operate. Cibo PAY Europe or its affiliates or Agents, distributors or their sub-contractors can provide a range of POS terminals with different characteristics communicating via Bluetooth, Wi-Fi, USB, GPRS, with or without receipt printer, with or without apps, as available on the website for the Service. The Technical Specification for the specific type of mobile terminal is included in each Cibo PAY package and provided on the website for the Service.
“Payer” or “Buyer” means a natural or legal person or any other third party that pays for goods and/or services with
payment card or with Account via Cibo PAY or Cibo PAY Online;
“Personalized security features” or "Identifying Credentials" means all personalized security characteristics of all payment instruments, such as the username and password, cardholder data, PAN, expiry date, CHIP & PIN, CVV, CVC or similar codes, OTP (one time password), security codes and all other unique and/or identifying information that we provide to Merchant to access Merchant’s account and payment instruments and use the Service under this Agreement;
“Regulator” means any institution or organization, regulating our activities as a licensed financial Institution, including but not limited to national regulators or any European or other authorities, or any Regulator regulating our activity or the activity of the Financial Institution or Member, such as the Card Organizations or EU or national regulators, national banks, Anti-money laundering authorities and others;
“Regulations” or “Rules” means any present or future law, enactment, tariffs, direction, notification, order, regulation, regulatory policy, guideline, requirement or industry code of act or instruction on behalf of a Regulator;
“Regulatory Change” means any change in any Regulations, including change of interchange fees or other fees of Card Organizations or any other change in the Regulations, which may require a change in the Tariffs under this Agreement, or change in the manner of provision of the Services, change of Services, change of Charges, termination or change of other clauses in this Agreement;
"Services”, “Cibo PAY Service”, referred to as “Services” or “Service”, means a FinTech multi-banking platform providing acceptance of card-present and card-not-present payments in various currencies with instant settlement in a single or multiple e-money account/s designated with IBAN and instant access to cash via Cibo PAY Card and credit transfers and direct debits, as well as other payment services, provided by licensed Electronic Money Institutions or Credit Institutions (“Financial Institutions”), licensed by us to use Cibo PAY platform.
“Value-added services” means services provided by Cibo PAY, such as Table booking, Online ordering, mobile application, Private Label GIFTCARDS and other services.
"Unique Identifier" means the unique combination of numbers, letters or symbols, notified to Merchant in the online account of Merchant, which has to be presented by Merchant upon execution of payment transaction or upon funding of Merchant’s account, in order to identify the user of payment services correctly. Both the Account Number and the IBAN numbers provided by to Merchant via the Service are used as Unique Identifier of the account of Merchant;
"Website for the Service" means our website for the Service at the URL www.CiboPAY.com,
or www.Ciboapp.eu, www.Ciboapp.com, or any other website for the Service, which belongs to Cibo App Ltd and is notified to Merchant by us, accessed by Merchant via Internet, which is the interface used by us for Registration of Merchant for the Service, concluding this Legal Agreement, activating the Service, providing information to Merchant prior to entry into Agreement and other important information for the Service and notifications, updated exchange currency rates supported by us, login to Merchant online account for the Service and other important marketing, financial, legal and security information for the Service.