General Terms and Conditions of Business

1. General Information

This Agreement sets the General Terms and Conditions between OkePay NZ Limited and it wholly owned subsidiary OkePay ASIA Limited, and the User (“you”, “your”) of this website and its related services.

Before you may become a user of our service, you must read and agree to be bound by our Terms of Service, including the Privacy Policy, which are all incorporated by reference (“the Agreement”).

By accepting this Agreement, you agree that these Terms and Conditions and our Privacy Policy will apply whenever you use our service, or when you use any tools, we make available to interact with our service. Some websites, services, applications, and tools made accessible to you through our service may have additional or other terms that those third parties impose on you when you use those Website, Services, applications or tools. If you do not agree to be bound as required herein, then you cannot use our Service.

The OkePay website (“the Website”) is provided solely for our current and potential users to purchase (“the Service”) from OkePay and may not be used by any other person or entity, or for any other purpose.

OkePay enables global payment providers (“Network Partners”) to participate in our network for the purpose of providing their payment services to users of the network. Users can be both individuals or entities that are transacting using the various payment methods.

OkePay engages with a range of Network Partners across the globe who provide cash services, electronic wallet services, debit and credit card issuing and acquiring, bank transfers, balance management, and other locally preferred forms of payments. OkePay provides the technology to enable payments, including the platform that connects users with Network Partners, such that users can perform the following services:

• Transfer funds to other parties for the purchase of goods and services,
• Collect payment for goods and services,
• Transfer or disburse funds between individuals or corporate entities,
• Hold funds for purposes of later redistribution,
• Issue payment instruments to enable payment acceptance on other networks,
• Verify user identity and compliance status, and
• Monitor transactions, users, and devices for fraudulent behavior.

To support the quality and maintenance of OkePay’s service, OkePay has established rules designed to minimise risks and provide a common, convenient, secure, compliant, and reliable payment experience for all participants. The Rules are established and may be modified by OkePay and represent a binding contract between OkePay and the network participants.

The intent of OkePay is to uphold the safety, security, soundness, integrity, and interoperability at OkePay and to outline the principles regarding the rights and responsibilities of all participating parties.  

2. Your Obligations

You will cooperate with all reasonable requests made by us relating to the provision of our services to you.
By registering on the Website, you are obliged to provide accurate and up-to-date information as prompted by our registration pages, maintain and immediately update your online profile information to keep it accurate and up-to-date. Failure to do so shall constitute a breach of these Terms and Conditions, which may result in immediate termination of your Account.

For regulatory compliance and security, when you subscribe to our service, you must provide us a valid mobile phone number, a valid email address, a billing address and a payment method that we accept. We reserve the right to refuse service to anyone at any time without prior notice for any reason.

If you breach any of your obligations, your Account will be terminated and you may not only lose all your rights and your balance but still be liable for any breaches or damages. We may, at our sole discretion, terminate your Account for any fraudulent, abusive or otherwise illegal activity, and you may be reported to the relevant law-enforcement agencies.

You are not permitted to transfer the rights and obligations arising from this Agreement to third parties without our prior written consent. We are entitled to transfer the rights and obligations arising from this Agreement to another partnership or affiliate.

3. Applicable Laws and Conflicts

Our Partners must comply with all Applicable Law including, but not limited to, laws and regulations regarding banking, financial institutions, payment systems, foreign currency exchange, money transmission, anti-money laundering, counter-terrorist financing, sanctions (such as those administered by the US Department of the Treasury’s Office of Foreign Assets Control) or national equivalents in the Partner’s jurisdiction, privacy and security, consumer protection, and trademarks and copyright.

Each Partner is responsible for ensuring that any of its affiliates, third party agents, and any other of its designated agents engaged with OkePay abide by all Applicable Law, including licensing requirements. Each Partner is encouraged to consult with their own legal counsel to ensure that it is in full compliance with all Applicable Laws.

In the event of any conflict between OkePay and any Applicable Law, the requirements of the Applicable Law shall govern. Every Partner must promptly inform OkePay should they become disabled for any reason to engage with the OkePay Network in accordance with both the Rules and Applicable Law.

4. Partners

OkePay authorises Payment Infrastructure Partners, Banks, Gateways and Payment Facilitators that meet OkePay’s criteria for participation to join OkePay the as a Partner. These may include but not be limited to:

• Banks,
• Bill payment networks,
• Card and Payment Schemes,
• Card Issuers,
• Cash Exchange providers,
• eMoney providers,
• eWallet and Stored Value providers,
• Foreign Exchange specialists,
• Mobile Money schemes,
• Money Transmitters,
• Network Payment Switch providers
• Non-Bank Financial Institution Agent Networks,
• Non-Bank Financial Institutions,
• Payment Gateways,
• Self-Service Kiosks providers, and
• Other Payment Facilitators.

5. KYB Obligations

In order to enable OkePay to comply with anti-terrorism, financial services and other applicable laws and regulations and KYB (‘Know Your Business) requirements imposed by applicable law, Merchants must provide information about themself, their activities, and their shareholders.

In addition, Partners must:

• Unconditionally warrant all information provided is correct and up-to-date.
• Provide at least three business days prior written notice of any change of the information, or at least as soon as practically possible.
• Upon first request provide such additional information and supporting documentation regarding its identity and that of its shareholders and activities as OkePay may reasonably determine to need to ensure compliance with applicable laws and regulations,

• Agree that OkePay may run further checks on Partners identity, creditworthiness and background by contracting and consulting relevant registries and government authorities, and
• Acknowledge and agree that Partners may also be subject to OkePay’s Network Participants’ compliance and regulatory requirements and the provision of the Services by OkePay’s is subject to the fulfillment of such requirements.

• OkePay or its Network Partners will only activate the Services for Merchant (‘go live’) if the applicable Know Your Business requirements are fulfilled. In the event that the applicable requirements are not fulfilled prior to activating the Services (‘go live’) then, the Services shall immediately terminate upon written notice by OkePay to the Partner stating such cause for termination.

6. Offer and Conclusion of Contract

Unless otherwise agreed, Okepay remains bound to the offer for 30 days. Offers made by Okepay based on inaccurate or information which is not yet available shall be considered as willingness, in principle, to conclude a contract but not as a binding offer. Price details contained therein are non-binding target prices.

The contract between Okepay and the Okepay customer comes into effect when the signed offer is returned. In the case of small orders for which no written offer is made, the contract is concluded when the Okepay customer places the order. The minimum term of the contracts corresponds to the selected contract duration.

At the end of this minimum contract term, the contract shall be extended for the same term in each case, unless a written cancellation by one of the parties has been received at least 30 days prior to the end of the contract term.

The offers of Okepay are to be understood as guide price offers. The indication of the number of time units is based on an assumption. The work is carried out on a time and material basis. Invoicing is based on actual expenditure, which can lead to a deviation of +/- 10% from the guide price.

Services

Okepay offers not only the payment platform (hereinafter: Platform) but also individual software developments on an offer basis, professional services and white label solutions.

Terms of Payment

Invoices for chargeable services are provided to the customer in PDF format. The respective invoice amount must be paid in full to OkePay within 30 days of receipt of the invoice, unless otherwise agreed.

The timeliness of payments depends on the receipt of the amount into OkePay unconditional control. In the case of payment by bank transfer, the intended use specified by Okepay must be stated. If the customer transfers funds for another purpose, they must inform Okepay immediately and provide Okepay with proof of payment.

The following data must be complete and decipherable on this proof: The bank details (IBAN) of the sender account, the name of the account holder, the payment date, the amount, the purpose and the bank details (IBAN) of the recipient. The burden of proof of a payment lies with the customer.

Okepay is also entitled to cease providing the services if the fees are not paid. Okepay assumes no liability for failures, damages or losses of turnover caused by the suspension of services due to incorrect or late payment, provided that the error or delay is the fault of the customer. Payments are made in the respective national currency, either USD or EUR.

Unless otherwise stated, discounts or promotions refer to the first contract period of a contract term. The contract is then extended at the current, valid full price. Okepay may occasionally change its offer and prices. In the case of existing contracts with costs, the changes will take effect at the beginning of the next contract period and an appropriate notification period of at least six weeks will be observed.

If the customer does not object within six weeks after receipt of the notification and the use of the services continues even after expiry of the objection period, the changes shall be deemed to be validly agreed on after the expiry period. The customer is informed in the notification of change of their right of objection and of the consequences of an objection. All prices include VAT. The applicable VAT rate is shown on the invoice at the latest. The customer will receive a net invoice if the customer or the associated company is not domiciled in Netherlands.

Right of Revocation

Customers are generally entitled to a right of revocation. Further information can be found in the cancellation policy. If a contract is revoked, Okepay will repay the payment received within the scope of this contract immediately and, at the latest, within fourteen days after receipt of the revocation. Okepay uses the same means of payment for this repayment as the customer used for the original transaction.

Data Protection

Okepay ensures that personal data of customers is only collected, stored and processed if this is necessary for the provision of services and permitted by legal regulations or moreover is ordered by law. In the event that the customer's declarations of consent, under data protection law, are obtained within the framework of the use of the services, it is pointed out that these can be revoked by the customer at any time with future effect. As far as a processing of data exists in the order, customers can ask for the conclusion of an order data processing contract. In this context, Okepay may also change details of the processing of data via its Internet sites. Current information on the purpose, type and extent of the collection, processing and use of personal data can be found in the data protection information, which can be accessed at any time In the link ‘Privacy Policy’. You will also find information there about the cookies and services used by Okepay.

Limitation of Liability

Okepay is liable without limitation for all damages caused by Okepay in the event of intentional or gross negligence. In case of slight negligence, Okepay is liable without limitation in case of injury to life, body or health. Otherwise, Okepay is only liable if Okepay has violated an essential contractual obligation. Essential contractual obligations are defined abstractly as those obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely. In these cases, the liability is limited to the compensation of the foreseeable, typically occurring damage but to no more than the amount of the fees already paid. Insofar as Okepay liability is excluded or limited according to the aforementioned regulations, this also applies to Okepay vicarious agents. Liability under the Product Liability Act remains unaffected.

Final Clauses

As far as is legally permissible, the law of the Dutch Law shall apply, whereby the application of the UN Convention on Contracts for the International Sale of Goods is excluded. If the customer is a legal entity under public law or a special fund under public law, our registered office is the exclusive place of jurisdiction for all disputes arising from the contractual relationship. Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.