ConvesioPay Terms of Service
Last Revised: May 23, 2024
These Terms of Service (as amended or otherwise modified from time to time, the “Service Terms”) govern access to and use of ConvesioPay (as defined below) by Convesio Users (as defined below). These Service Terms are in addition to Convesio’s Universal Terms of Service (“Terms of Service”) and Privacy Policy (as each may be amended or otherwise modified from time to time), which govern all Convesio Services (as defined below). Collectively, these Service Terms, the Terms of Service, and the Privacy Policy, and all incorporated documents, are referred to herein as the “Convesio Terms”. “Convesio”, “our”, “we” and “us” refer to Convesio, Inc. and its affiliated companies and subsidiaries worldwide. “Convesio User”, “User”, “You/you” and “Your/your” refer to you (if you are an individual or a sole proprietorship) or the legal entity you are acting on behalf of, offering products and/or services using the technology platform offered through the https://www.convesio.com website (the “Convesio Website” or “Convesio Platform”), http://www.convesiopay.com (the “ConvesioPay Platform”), and/or any other services, applications and features offered or enabled by or through us with respect thereto, except where we explicitly state otherwise (all services offered through the Convesio Website or the Convesio Platform, collectively, “Convesio Services” or “Services”). These Service Terms (as amended from time to time) are effective as of the date you connect to ConvesioPay and replace any previous versions of the Service Terms.
PLEASE READ THE ENTIRETY OF THESE SERVICE TERMS CAREFULLY. SECTION 12 OF THESE SERVICE TERMS INCLUDES: (I) AN AGREEMENT TO A BINDING, MANDATORY ARBITRATION, (II) A WAIVER OF A RIGHT TO A JURY TRIAL, AND (III) A WAIVER OF THE RIGHT TO BRING A LAWSUIT ON BEHALF OF A CLASS.
By connecting to ConvesioPay, you acknowledge and agree that you have read and agree to be bound by these Service Terms, the Terms of Service (and all incorporated documents), the Processor Terms (as defined and detailed below), and all applicable laws, rules and regulations. You further acknowledge that you have read the Privacy Policy. If you do not wish to comply with any of the Convesio Terms, you should not access or use ConvesioPay. We may amend or otherwise modify all or a portion of the Convesio Terms from time to time. The revised Convesio Terms will be available on the Convesio Website. You are responsible for periodically reviewing the Convesio Terms as posted on the Website. Amendments and modifications to the Convesio Terms will be deemed effective once posted online, unless otherwise noted. Your continued use of ConvesioPay following any modification constitutes your acceptance of the modified terms (except to the extent that other notice or consent is required by applicable law). If you do not agree with the modified terms, you should discontinue any access to or use of ConvesioPay immediately.
1. General; Priority of Terms
1.1 General
As part of its offering on the Convesio Platform, Convesio enables the ability of Convesio Users to connect their websites and Convesio accounts to certain credit cards and debit cards, whether online or in person, and/or other payment processing methods provided by the Processor (as defined below) and other financial service providers, in order to receive payments from the Convesio Users’ customers (herein, a “Customer”) for products and/or services (each, a “User Product”), in transactions carried out through and on their websites, Convesio Platforms, or otherwise (each, a “Transaction”).
1.2 Convesio allows the enablement and integration of Processing Services (as defined below) to your website and Convesio account, and other related services enabling you to accept payments from Your Customers, as further described in these Service Terms. You hereby fully authorize Convesio to enable the Processing Services, submit Transactions, debit your User Payment Account (as defined below), make decisions regarding the Processing Services and request changes to the setup of these Services on your behalf.
1.3 The Processing Services include the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Processor (as defined below) (the “Processing Services”). The Processing Services, together with the activities and services provided by Convesio, constitute “ConvesioPay”.
1.4 The Processing Services are provided by Adyen N.V. (“Adyen”) (the “Processor”), their affiliates, and the acquiring bank. In order to use ConvesioPay, you, in addition to satisfying the other requirements detailed herein, hereby consent to and agree to be bound by the Processor Terms and Conditions (the “Processor Terms”), which are hereby incorporated by reference. For further details about the Processor and the acquiring bank, including to find the acquiring bank’s contact information, please read the Processor Terms. In providing the ConvesioPay services with Adyen as the Processor, Convesio is acting as an agent of the acquiring bank. However, Convesio is not a party to the Processor Terms and is not liable to you with respect to the Processing Services, which are provided solely by the Processor. Convesio may allocate different Processors to certain transactions or transaction types. Convesio may, subject to applicable law and Operating Regulations (as defined below), replace Processors. In such event, you will receive notice of the other Processor’s terms to the contact information you provide, and such terms of the other processor shall apply.
1.5 Priority of Terms & Regulations
In the event of any contradiction or inconsistency between these Service Terms, the Terms of Service and Privacy Policy, these Service Terms shall prevail. In the event of a discrepancy or contradiction between these Service Terms and the Processor Terms, the Processor Terms shall prevail. In the event of any inconsistency between any provision of any of the Convesio Terms and the Operating Regulations (as defined in Section 5 below), the Operating Regulations shall prevail.
2. Registration, User Payment Account & User Information
2.1 Registration
Upon using ConvesioPay, you must register and provide certain information (“Registration”). The information you are required to provide as part of the Registration may include personal information (such as your name, birthdate and identification number), physical address, phone number, tax identification details, email address, bank account details, payment card (credit or debit) information, other identification information about your business, its principals, beneficial owners, shareholders and Representative (as defined below), trade names under which you do business (DBA), a full description of the goods sold and/or services you provide and other information as requested by Convesio (“User Information”). Convesio may further require you to provide documentation supporting Your User Information and/or documentation regarding your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents. By registering, you hereby authorize Convesio to share such User information with either or both of the Processors. You further authorize Convesio to take any action together with the Processor in order for you to use the Processor’s services, in accordance with and subject to the Convesio Terms and Processor Terms.
To access and use ConvesioPay, you must provide Convesio with a valid bank account, to be stored by Convesio in accordance with Convesio Terms. This bank account information may be used in connection with any amounts you may owe to Convesio from time to time. Failure to provide a valid bank account, may result in suspension or termination of ConvesioPay.
2.2 Verification & Underwriting
After obtaining the required User Information and documentation (if required), such User Information and documentation, together with other information about you and your website, will be used to verify and assess your eligibility to use ConvesioPay. Convesio will notify You of Your account status and will, on your behalf, instruct the Processor to establish a payment account for you to be used to account for and settle amounts as part of your use of ConvesioPay (“User Payment Account”). Notwithstanding the above, Convesio and/or the Processor may, at any time and in its exclusive discretion, reject the attempted Registration of a User to use ConvesioPay, or suspend or discontinue any User’s use of ConvesioPay, at any time and for any reason, according to Convesio’s internal rules, risk considerations, any of the policies, procedures or instructions of the Processor, acquiring bank, Payment Networks (as defined below), and/or under any of the Convesio Terms and/or Processor Terms. Convesio may further limit your use of ConvesioPay (including based on the amounts you processed) and the User Payment Account, and require further information and documentation in order to allow the use, or continued use, of ConvesioPay or the payout of any Settlement Amounts (as defined hereunder), all in accordance with Convesio’s internal rules, its risk considerations, any of the policies, procedures or instructions of the Processor, and/or under any of the Convesio Terms and/or Processor Terms.
2.3 Account Transfer
Unless otherwise confirmed to you in writing, Your ConvesioPay account is non-transferable, and any change of your User Information shall require prior approval by the Processor in order to come into effect.
YOU ARE ADVISED NOT TO DELIVER GOODS OR PROVIDE SERVICES PRIOR TO THE VERIFICATION OF YOUR ACCOUNT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT CONVESIO OR THE PROCESSOR DECIDE TO REJECT YOUR REGISTRATION, OR TERMINATE YOUR ACCOUNT AND DISCONTINUE THE USE OF ConvesioPay, THE FUNDS ALREADY DEPOSITED TO YOUR USER PAYMENT ACCOUNT SHALL NOT BE PAID TO YOU, AND SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) AND/OR REFUNDED TO THE RELEVANT CUSTOMERS. YOU HEREBY ASSUME ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR DUE TO THE REJECTION OF YOUR REGISTRATION, AND RELEASE CONVESIO AND ANY THIRD PARTY FROM ANY SUCH LIABILITY.
2.4 Registration Information
All User Information and documentation you provide in connection with ConvesioPay as part of the Registration process or any subsequent inquiry or request, must be complete, up to date and accurate in all respects.
You are solely and fully liable for the accuracy, consistency and completeness of the User Information and all other information provided by you or on your behalf (including any authorized individual, in the case of a Convesio User that’s an entity) in connection with ConvesioPay, including to Convesio and/or the Processor as part of the Registration process or any subsequent inquiry or request. You are further responsible to update Convesio to ensure such information remains true, complete, accurate and valid at any time. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate or partial information. Convesio may request, at any time, in its sole and exclusive discretion, and you will be obligated to provide, copies of documents that support any information provided by you or on your behalf (including any authorized individual, in the case of a Convesio User that is an entity) or otherwise required by Convesio or the Processor, such as business invoices, financial statements, or government-issued identification documents, as Convesio or the Processor may deem necessary in order to allow you to access or use, or to provide you with any aspect of ConvesioPay, including with respect to acceptance and/or the payout of funds to your account. Convesio may also require you to provide additional information or documentation in order to ensure your compliance with these Service Terms, the Processor Terms, Operating Regulations (as defined below), applicable laws and regulations and any terms applicable to the User Payment Account, in which case you will promptly provide such required information or documentation.
Note: If Your Registration process is not completed within the period of time defined by Convesio, if you fail to provide Convesio with requested information or documentation, or Convesio or the Processor are not able to verify your information or documentation within the time limits as defined by Convesio or the Processor, Convesio or the Processor may suspend and/or block your ability to accept payments from Customers, and further terminate these Terms and/or return all Transaction amounts made prior to such time to Your Customers. Convesio may send you a notice prior to such actions. However, whether notice is provided or not, this does not derogate in any way from your responsibility to ensure your compliance with these requirements.
2.5 Collection & Provision of Information
The collection, use and storage of User Information is subject to the provisions of Convesio’s Privacy Policy. You expressly acknowledge and agree that Convesio collects data about You directly from you or from other legitimate sources, and you authorize Convesio to share information provided by you, and provide instructions on your behalf as may be received from you from time to time or as otherwise provided herein, to third parties (such as the Processor and/or any affiliates, the acquiring bank, other payment method providers with which You wish to accept payments, and the Payment Networks) in connection with the operation or management of ConvesioPay. You further authorize Convesio to review any information related to your Transactions made through the Convesio Platform with any other payment provider and/or third party.
2.6 Sharing Information with Third Parties
Convesio and/or the Processor may provide to each other, another Processor, competent authorities, applicable acquiring and issuing banks, payment networks such as Visa, Mastercard, American Express and Discover (“Payment Networks”) and other payment methods providers (such as ACH, etc.), information related to Transactions conducted through the use of ConvesioPay, information regarding your User Payment Account, the User Information, or any other information and documentation you provided during your Registration or otherwise, and any other information held by Convesio and/or the Processor. In addition to the foregoing, Convesio shall share Your information with third parties according to the provisions of the Privacy Policy.
3. User Bank Account
3.1 User Bank Account
As part of the Registration process and in order to receive payouts, you must provide details of an active bank account under Your control and ownership and under Your business name, which shall be the account to which all Transaction amounts shall be settled (“User Bank Account”). The User Bank Account shall be subject to the Processor’s approval. You hereby warrant and represent that the User Bank Account is registered under your name (or under the name of the legal entity, in the event of you are a legal entity). You are solely responsible for the accuracy of User Bank Account details you provide to Convesio and/or the Processor.
3.2 Changes to User Bank Account
You may request to change Your User Bank Account on file. Such change of your User Bank Account shall be subject to the Processor’s approval, and may not be in effect in relation to Transactions conducted prior to the processing of such change.
3.3 Active Bank Account
You must ensure that your User Bank Account remains active, in good standing and fully capable of being used in connection with ConvesioPay, for as long as the Transactions conducted by you are subject to cancellation or reversal (and as otherwise specified or required by the Payment Network(s) and/or Processor). You may close your User Bank Account only after satisfying your obligations under these Service Terms, including those referenced in Section 8.2. Convesio will notify you when you are able to close your User Bank Account.
4. User Obligations, Representations & Warranties
4.1 User Obligations
In addition to all other obligations under the Convesio Terms and Processor Terms, the User will at all times:
(i) fully comply with all provisions and requirements of the Convesio Terms and the Processor Terms;
(ii) provide true, complete, accurate, and valid information, as requested by Convesio and/or the Processor, in connection with ConvesioPay, including Registration; and update Convesio to ensure such information (including all User Information) remains true, current, complete, accurate and valid;
(iii) without derogating from section 4.1(ii) above, promptly notify us in writing no more than three (3) days after any of the following occur: You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; there is a materially adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of Your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
(iv) comply with all applicable laws, rules and requirements, including but not limited to those defined by Convesio, the Processor, Payment Networks, U.S. Export Administration Regulations, the sanction programs of the U.S. Office of Foreign Assets Control (“OFAC”), and any other competent authority;
(v) not offer or sell any User Products, or provide any information, content or material, including regarding User Products, which are prohibited by law, seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Service Terms, Convesio’s policies and/or the Processor Terms; and
(vi) promptly, and in any event within no later than seven (7 days), provide Convesio with any information and documents that may be requested in relation to the full performance of the obligations under these Service Terms and the Processor Terms, to enable the verification of your compliance.
4.2 User Representations, Warranties
You hereby warrant, represent and undertake that: (a) You are of legal age of the majority in your jurisdiction, and in any event above the age of eighteen (18); (b) You and the legal entity you represent are authorized to conduct business in the jurisdictions in which you operate; (c) You are not a resident of any country embargoed by the United States, nor are you on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable trade sanctioning regulations; (d) You will use the ConvesioPay Services only for your business and not for the benefit of any third party; (e) You will use the ConvesioPay Services for commercial purposes only (or, if applicable, to collect charitable or campaign donations), and not for any personal, family, money transfer or household purposes; (f) if you register on behalf of a legal entity, you are an authorized representative of such entity that has the full power and authority to agree to the Convesio Terms on behalf of such legal entity, and bind it to these Service Terms and other Convesio Terms (“Representative”); (g) all the User Information provided, including with respect to any legal entity you register on behalf of, its beneficial owners and principals, is complete and accurate; (h) You will not use ConvesioPay for any fraudulent or illegal purposes or in breach of these Service Terms; and (i) in the event that your or your Representative’s accounts with ConvesioPay were terminated by Convesio or the Processor in the past, you will not register with ConvesioPay without Convesio’s prior written approval. These representations and warranties shall remain true, valid and effective throughout your use of ConvesioPay. You hereby agree to update Convesio immediately upon any change of the accuracy of the above representations and warranties.
4.3 Obligations towards Payment Networks
In addition to the foregoing, (i) You shall act in accordance with the Operating Regulations and Convesio’s instructions, with respect to use of the Payment Network marks (such as Visa, Mastercard, etc.) on your website; (ii) You acknowledge that each Payment Network is the sole and exclusive owner of its marks, and you agree not to contest the ownership of its marks for any reason; and (iii) You acknowledge that each Payment Network has the right to enforce any provision of its rules and to prohibit you and/or Convesio from engaging in any conduct such Payment Network deems could injure or create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both. It is your responsibility to read and be aware of the Payment Network’s rules.
5. Responsibilities & Obligations with Respect to User Activity, Add of Funds, Transactions, Products & Customers; Enforcement
5.1 Responsibility for Customers & Transactions
The User agrees that it is the merchant of record and assumes all merchant responsibilities, including those under the Operating Regulations (as defined below) with respect to each Transaction. The User shall be solely responsible and liable for any and all Transactions between a User and such User’s Customers, and for all liabilities arising from the offering of User Products and Transactions, including, but not limited to, all applicable legal and regulatory obligations. The User shall have sole, exclusive and full responsibility in regard to the relationship with its Customers. The User shall provide its Customers with proper ways to contact the User and have the sole responsibility of handling Customer complaints, resolving any Customer support issues with its Customers, and shall keep Convesio fully exempted from any responsibilities with respect to the Customers and/or the User Products. It is the User’s responsibility to ensure the correctness and legitimacy of its Transactions, and to research and contact its Customers prior to completing any suspicious Transactions.
“Operating Regulations” means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Network, or other payment methods enabled through ConvesioPay, such as ACH (as governed by the Nacha Operating Rules) used to process any Transaction, or applicable to any payment method used to make any Transaction through ConvesioPay, as any or all of the foregoing may be amended and in effect from time to time.
5.2 Responsibility for User Website & User Products
The User has the sole, exclusive and full responsibility for (a) all User Products; (b) the content of the User’s website, including the publicity, text and images presented on the User’s website. The User agrees to ensure the compliance of their website, services and products with applicable laws and Operating Regulations, including proper and accurate disclosure and description of User Products, Transactions, prices, amounts charged and currencies. If the User engages in Transactions with Customers who are individuals, the User specifically agrees to provide its Customers with disclosures as required by applicable law, and to not engage in unfair, deceptive or abusive acts or practices (UDAAP); (c) compliance with applicable laws and Operating Regulations with respect to recurring transactions, including necessary disclosures and Customer consent prior to the recurring transaction, as well as the disclosure and method for canceling the recurring transactions; (d) the delivery and quality of all User Products and/or services offered by the User to the Customers, including any shipment arrangements, and its compliance with its applicable export control laws; (e) the provision of a proper and accurate receipt describing the Transactions to the Customers; (f) compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), the Payment Application Data Security Standard (“PA DSS”), and any successor standards or requirements, as applicable; and (g) compliance with OFAC sanction programs, the performance of OFAC and Specially Designated Nationals and Blocked Persons checks, or any other applicable trade sanctioning regulations with respects to its Customers. Convesio disclaims all responsibility or liability in connection with any of the foregoing, and may further be required to report to tax authorities certain reports regarding the Transactions. The User agrees to receive federal and state tax statements in an electronic format. Once a statement is available, Convesio will notify the User, either through the service or via email, and provide instructions for access and download (no additional software or hardware is required). The statements will remain available for accessing and downloading until October 15 of the year following the year in which the payment was made (or the first business day thereafter), as required by the IRS. The User can withdraw consent for e-delivery any time prior to the receipt of the electronic version by sending an email to privacy@convesio.com.
5.3 Data Security
(i) The User has the sole, exclusive and full responsibility for the security of data on the User’s website or any data in the User’s possession or control.
(ii) The User will comply at all times with all applicable laws, rules, and regulations in connection with the collection, security, and dissemination of any personal, financial, card, or Transaction information, including of the User’s Customers (collectively, “Transaction Data”) and will restrict access to such Transaction Data by placing relevant physical and logical controls and policies. The User warrants to store such Transaction Data, not limited to Transaction Data stored on electronic devices, paper receipts, reports, faxes or handwritten notes, in a controlled environment, in which sensitive information will be clearly classified as such.
(iii) As part of User’s compliance responsibilities, the User shall only use PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of the User’s Customers card information, and must not store CVV2 data at any time. Upon request, the User will provide Convesio with relevant documentation evidencing compliance with PCI-DSS and/or PA-DSS.
(iv) The User agrees to destroy all Transaction Data when it is no longer needed for business or legal purposes, in such a way that the Transaction Data cannot be reconstructed by any means.
5.4 Responsibility for Charges, Fines & Losses
As between the User and Convesio, the User is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties arising in connection with the User’s use of ConvesioPay, including any negative balance in the User Payment Account. Convesio may collect such funds by instructing the Processor to deduct or set-off such funds from your Payment Account or any other account you have with Convesio, in accordance with Section 8.2.
The User further agrees that (a) the User will be solely liable for any losses incurred by Convesio or the Processor as a result of any unauthorized, fraudulent, illegal, improper, or erroneous use of ConvesioPay, including any use made in breach of these Service Terms by any of the User’s Customers, User, or any of the User’s employees, agents, representatives, or contractors, and (b) Convesio shall have no liability or obligation whatsoever in connection with any act or omission of the Processor, the acquiring bank and the Payment Networks. Without derogating from any other right, Convesio may collect such losses described in 5.4(a), in accordance with Section 8.2.
5.5 Add of Funds
To cover any negative balance which the User accumulated or to make a required refund, the User will be requested to add funds in his ConvesioPay account in an amount not to exceed the amount of the negative balance or anticipated refund(s). By adding funds to the User’s ConvesioPay account, the User confirms that the card used for the transaction is under the name of the entity / individual listed as the ConvesioPay account owner.
Added funds may only be used to cover pending refunds to the User’s customers or to cover any negative balance. These funds must be used within seven (7) days after they are added to the User’s ConvesioPay account, after which, any unused amounts will be refunded to the User.
User hereby agrees to provide Convesio with any documentation, including bank details, card information, and identification documents required in order to process and ensure the legality of the transaction.
5.6 Enforcement
Without limiting any other right Convesio may have under these Service Terms or under laws or regulations, in the event of: (i) suspected or actual fraud; (ii) Your breach or suspected breach of any of the terms or your warranties, representations or obligations under these Service Terms, the Convesio Terms, Processor Terms, Operating Regulations or applicable law; and/or (iii) due to Convesio’s risk considerations with respect to your ConvesioPay account, Convesio shall have the right, either directly or by providing instructions to the Processor and with no liability to you, to (i) require you to change, add or omit content from your website or take such actions itself, as it deems necessary or appropriate to ensure Your compliance with the Operating Regulations, Processor Terms and Convesio Terms; (ii) suspend or cancel any Transaction; and/or (iii) block or suspend Your use of ConvesioPay; (iv) instruct the Processor to withhold any amounts that may be otherwise payable to You; (v) instruct the Processor to return any amount to your Customers; and (vi) share any information related to such activity with the appropriate Processor, financial institution, regulatory authority, or law enforcement agency, consistent with our legal obligations. This information may include information about you, your ConvesioPay Account, your Customers, and Transactions made through your use of the ConvesioPay Services.
6. Processing, Service Fee & Settlement
6.1 Processing
To enable ConvesioPay to process Transactions for you, you authorize and direct Convesio, the Processors, acquiring banks and other payment method providers that you use to enable, receive and settle any payment processing proceeds owed to you through the ConvesioPay Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Bank Account.
6.2 Service Fees
Your use of ConvesioPay is subject to your payment of the fees and charges as set forth in the schedule on the Convesio website (“Service Fees”), www.convesio.com, which is hereby incorporated by reference, as the same may be amended or otherwise modified from time to time in accordance with Section 11 below, all Service Fees are non-refundable
6.3 The Service Fees shall be deducted from your User Payment Account balance or otherwise in accordance with Section 8.2.
6.4 Settlement Amount
All Transaction amounts deducted by applicable Service Fees shall be allocated to Yyur User Payment Account and held by the Processor and its banking partners in pooled accounts. You shall not be entitled to any interest in such amounts or to any right to withdraw them. Subject to the other provisions herein, the positive balance in your User Payment Account reduced by all Transaction Cancellation Costs and any other amount owed by the User to Convesio or the Processor, or otherwise deducted pursuant to these Service Terms (“Settlement Amounts”) shall be transferred to your User Bank Account by the Processor upon such amounts becoming available for settlement, and in accordance with the settlement fee published on the statement. If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement shall be made on the first subsequent business day on which they are open for business. Settlement Amounts will be paid to you only if your User Payment Account is active and in full compliance with these Service Terms and the Processor Terms. You assume all responsibility and shall have no claims towards Convesio in the event of any losses and damages that you or any third party may incur due to any non or erroneous settlement of the Settlement Amount, due to your incompliance with the above terms or for providing a wrong User Payment Account. If you leave any funds dormant in your User Payment Account and you do not give us instructions where to send them, we will act according to the instruction of the Processor and applicable law.
6.5 Withholding & Change of Settlement Schedule
Convesio reserves the right to enforce a holding period prior to the settlement of the Settlement Amounts, change the settlement schedule at any time, including due to the following reasons: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by Convesio in its sole discretion; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by law or court order. Convesio will notify You once it exercises its right to withhold the Settlement Amounts. The Processor, acquiring banks or other financial institutions holding Your User Payment Account may also require a holding period before the settlement of the Settlement Amounts to the User Bank Account. Convesio is not responsible for any delay of Your Settlement Amounts in accordance with these Service Terms or ordered by any third party.
6.6 Payment Dashboard
Users can verify their balances and Settlement Amounts payable to them through ConvesioPay’ management dashboard, as available on the Convesio Platform (“Payment Dashboard”). Convesio disclaims all liability and responsibility for the accuracy and/or availability of such information. Unless otherwise required by applicable law, the User shall be solely responsible for ensuring the accuracy of the amounts reflected in the Payment Dashboard and the Settlement Amounts received. In the event of any discrepancy between the Payment Dashboard and the Transactions, the User shall immediately notify Convesio, which shall then work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. The User will promptly provide such information and assistance to Convesio as Convesio may request in connection with any such investigation. Convesio shall not be responsible for any act or omission of the Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.
6.7 Transaction Record
Except as otherwise required by applicable law, the User is solely responsible for maintaining its Transactions records and other data associated with the User Payment Account in accordance with applicable law.
6.8 Disputing Settlements
All disputes regarding Settlement Amounts must be filed by the User to Convesio in writing, within ninety (90) days following the date of settlement. No disputes or complaints by a User shall be accepted after ninety (90) days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.
7. Transaction Cancellation
7.1 Responsibility
The User shall be fully responsible for the Transactions, including in relation to any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund (as defined below) of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by Convesio, Payment Networks, other payment method providers, Processors or acquiring banks (“Reversal”) (a “Transaction Cancellation”). Convesio is not responsible or liable to you for any Transaction Cancellation and you shall be liable to Convesio for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. Convesio and the Processor shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to such User and in accordance with Section 8.2 hereunder. If Convesio is not able to deduct the amounts or otherwise collect such amounts in accordance with Section 8.2, the User shall pay the Transaction Cancellation amount and Cancellation Costs immediately upon Convesio’s first notice. All Transaction Cancellations must be done through ConvesioPay, and may require the payment of certain Service Fees as set forth on the Website.
7.2 Disputes
In most cases, you may challenge Transaction Cancellation orders initiated by a Customer (including chargebacks) (“Dispute”) through ConvesioPay, by providing information and documentation according to the relevant Operating Regulations. In addition, the Processor may elect to contest certain chargebacks assessed to your account. Convesio may provide you with assistance, including certain tools to help contest your chargebacks. You acknowledge and agree that Convesio will not have any liability with respect to the provision of such services. You further agree that the information and documentation provided will be shared with your Customer, its payment providers, and other relevant financial institutes. Failure to provide such information and documentation, in a timely manner, may preclude you from disputing the canceled transaction. Payment Networks or other payment method providers may either accept or deny your challenge. Convesio and the Processor will deduct the Dispute amount from your User Payment Account upon a Dispute, including in accordance with its rights under Section 8.2, and will credit your account if your challenge is accepted by applicable issuing and acquiring banks. You acknowledge and agree that Convesio is not a party to the Dispute challenging process.
7.3 Refunds
The User shall bear all costs and expenses associated with or resulting from any Refund (including any Service Fees incurred due to the original Transaction, which shall not be refunded). For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by the User and results in the reimbursement of the Customer for all or some of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of sufficient balance in the User Payment Account, such that it is possible to offset the refunded amount from the Settlement Amounts. Convesio and the Processor shall have the right to withhold funds in the User Payment Account and/or deduct the associated Refund amount from the User Settlement Amounts, as required to process and pay Refunds. Convesio may further decline any Refund when Convesio believes that such an order increases the risk of a negative balance, or will otherwise risk your ability to meet your liabilities under these Service Terms.
8. Reserve; Collection of Debt; Set-Off
8.1 Reserve Amount
You authorize Convesio to instruct the Processor to establish and maintain (by itself or by financial institution partner(s)) a reserve amount as to be determined by Convesio from time to time, to cover any amount that may become due from you to Convesio or the Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations, Customer complaints, the nature of your business, and your activity through ConvesioPay (“Reserve”). The reserve shall be funded by debiting Your User Payment Account or any bank account associated with your ConvesioPay account. Convesio may further require you to deposit funds into your User Payment Account in order to fund the Reserve.
8.2 Collection of Debt; Set-Off
You agree to pay immediately on demand all amounts due or owed to Convesio under these Service Terms, Convesio’s Universal Terms, Processor Terms, Operating Regulations and/or any applicable law. Convesio may collect and/or set-off any amount due to Convesio from you, including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by: (a) instructing the Processor to deduct such amounts from your User Payment Account balance, from other User Payment Accounts held under your name or from the Reserve, and remit such deducted amounts to Convesio; (b) debiting any of Your payment method(s) held by Convesio for any purpose (e.g., registering for ConvesioPay, any subscription for any Convesio Service, any other Convesio or ConvesioPay account held under your name), including the User bank account (including bank accounts held by third parties to which Convesio has authorized access), credit or debit card or any other payment method held by Convesio.
9. Limitation of Liability; Disclaimer of Warranties; Indemnification
NEITHER CONVESIO NOR THE PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF ConvesioPay) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN ConvesioPay, WHICH ARE A RESULT OF ANY FAILURE OF THE CONVESIO WEBSITE, ConvesioPay SYSTEM, OR FORCE MAJEURE EVENTS, AS WELL AS SUCH FAULTS, DELAYS OR INTERRUPTIONS AS A RESULT OF RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE OPERATORS, OR AS RESULT OF ANY MISUSE OF ConvesioPay BY USERS. THE FOREGOING IS IN ADDITION TO THE LIMITATION OF LIABILITY AS SET FORTH IN THE CONVESIO TERMS OF USE.
IF ANY GUARANTEE, CONDITION, WARRANTY OR TERM IS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A NON-EXCLUDABLE PROVISION), AND WE ARE ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN OUR LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED EXCLUSIVELY (SO FAR AS APPLICABLE LAWS DO NOT PROHIBIT) TO THE SUPPLYING OF SERVICES AGAIN, OR THE PAYMENT OF THE SERVICE FEES.
THE ConvesioPay SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND. CONVESIO AND ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO OR ARISING OUT OF THESE SERVICE TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
For the purposes of this Section 9, the expression ‘force majeure event’ shall refer to events beyond the reasonable control of Convesio, as described in the Universal Terms of Service.
Indemnification
The User will indemnify, defend and hold harmless Convesio, its affiliates, and each of their respective sureties, officers, directors, agents, employees, parents and subsidiaries (each, a “Convesio Party”), from and against any and all liability, damages, costs or expenses, including reasonable legal fees and expenses, for any third-party claim or demand, including any action brought, or fine, fee or penalty imposed, by any regulatory authority (each, a “Claim”) arising out of or related to: (i) The User’s breach of any representation, warranty, covenant or obligation under these Service Terms; (ii) gross negligence, fraud, or willful misconduct on the part of the User or any of its officers, directors, employees, representatives or service providers, or any of their respective officers, directors, and employees; (iii) any actions taken by Convesio or its service providers in accordance with or in good faith reliance upon information or instructions provided by the User or any of its agents or representatives; (iv) any claim by a Customer, or any obligation owed to any Customer or other third party by the User, or any third party retained by the User; and (v) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party by the User. The User shall not compromise or settle a Claim against any Convesio Party without the Convesio Party’s prior written consent.
10. Term & Termination
10.1 Term
The effect of these Service Terms, as may be amended from time to time, shall commence on the date you first access or use ConvesioPay, and shall continue to be in effect for as long as you use ConvesioPay or until termination according to the provisions of these Service Terms.
10.2 Termination
You may terminate these Service Terms at any time by notifying Convesio in writing. Without derogating from any other right Convesio has, including the right to cancel or suspend Your use of ConvesioPay as set forth above, Convesio may terminate these Service Terms and discontinue your use of ConvesioPay at any time, for any reason, effective upon providing you a notice.
10.3 Effects of Termination
Upon termination: (i) You shall immediately cease your use of ConvesioPay; (ii) Convesio reserves the right to withhold any amount payable to you until it believes that the risk of Disputes or other risks with respect to your account are removed; (iii) Convesio reserves the right (but has no obligation) to delete all of your transaction information and account data stored on its servers; and (iv) Convesio will not be liable to you for compensation, reimbursement or damages in connection with your use of ConvesioPay, or any termination or suspension of such use or deletion of your information. The termination of these Service Terms, for any reason, shall not release you from any of your debts or payment obligations to Convesio under these Service Terms and the provisions of all sections that are relevant to such post-termination period, including the provisions of Section 8, together with any terms that by their nature are intended to survive such termination, shall survive such termination, including, without limitations, Sections 9 and 12-17, and Convesio and the Processor may withhold amounts in Your account, as may be required to enforce such obligations.
11. Changes & Updates
Convesio may change, suspend, or terminate ConvesioPay (or any features thereof, or prices applicable thereto), and/or change any of the Convesio Universal Terms with or without prior notice, at any time and in any manner. It is the User’s sole responsibility to review these Service Terms periodically, unless otherwise required by law, we will post a notice of the last date of update on this page. If any such changes involve the payment of additional Service Fees, we will provide a notice of such change, if applicable. If a User does not agree to such change, such User should discontinue the use of ConvesioPay.
12. Dispute Resolution, Binding Arbitration
& Waiver of Jury Right
12.1 Informal Dispute Resolution
Convesio wishes to resolve any disputes with you. You and Convesio agree to use commercially reasonable efforts to resolve, promptly and in good faith, any controversy, claim or dispute between you and Convesio arising from or in connection with these Service Terms. In connection with the foregoing, you agree to contact Convesio and seek to resolve Your concerns informally by contacting us via email at support@convesio.com Convesio has not resolved the issue within 30 days after receiving Your email dispute or such other timeframe provided to You by Convesio, either You or Convesio may initiate a proceeding in accordance with Section 12.2.
12.2 Mandatory Arbitration Provisions
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
(i) Agreement to Arbitrate. You and Convesio agree to resolve any claims relating to these Service Terms or ConvesioPay through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to the Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability or validity.
(ii) Opt-Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email to: support@Convesio.com within thirty (30) days of being verified for a ConvesioPay account.
(iii) Arbitration Procedures. Both parties agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be held in the United States county where You live or work (to the extent that You are a U.S. resident), in Lee County, Florida, or any other location we mutually agree on.
(iv) Arbitration Fees & Incentives. The AAA rules will govern payment of all arbitration fees. Convesio will pay all arbitration fees for individual arbitration for claims less than $25,000 (USD). If You receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay You $1,000 (USD) in addition to the award. Convesio will not seek its attorneys’ fees and costs in arbitration, unless the arbitrator determines that your claim is frivolous.
(v) Exceptions to the Agreement to Arbitrate. Either you or Convesio may assert claims, if they qualify, in a small-claims court in Lee County, Florida or any United States county where you live or work (to the extent that You are a U.S. resident). Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of ConvesioPay, or intellectual property infringement (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Lee County, Florida to resolve Your claim.
12.3 NO CLASS ACTIONS
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not allowed. If this specific paragraph is held unenforceable or otherwise void, then the entirety of this Mandatory Arbitration Provisions section will be deemed void.
13. Governing Law
These Service Terms and ConvesioPay will be governed by Florida law, except for its conflicts of law principles.
14. Assignment
Subject to compliance with all applicable Operating Regulations, Convesio may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in ConvesioPay to a third party without your consent. Upon such assignment, Convesio shall provide you a notice.
15. Notices
All notices provided by Convesio hereunder or in connection with Your Registration or use of ConvesioPay, shall be provided according to the provisions of Convesio’s Universal Terms of Service.
16. No Waiver
No waiver of any breach or default of any of the Convesio Terms shall be deemed a waiver of any preceding or subsequent breach or default.
17. Construction
The headings, captions, headers, footers and version numbers contained in these Service Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Service Terms. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to these Service Terms as a whole and not to any particular section, sub-section, or clause contained in these Service Terms. The terms “include” and “including” are not limiting. Reference to any other terms, agreement or other document includes any permitted modifications, supplements, amendments and replacements.
These Service Terms were written in English and may be translated into other languages for your convenience. You may access and view other language versions by changing your Convesio Website language settings. If a translated (non-English) version of these Service Terms conflicts in any way with their English version, the provisions of the English version shall prevail. If any provision of these Service Terms is found to be wholly or partially unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Service Terms shall otherwise remain in full force and effect and enforceable.