About

  1. Who we are
  2. Contact us

A G R E E M E N T  -  P A Y 9 0 0


THIS AGREEMENT is made

between

the Client

and

DAOTEC LTD., company number 04296038, registered in England and Wales, VAT number 815384622,
registered office at 145-157 ST. JOHN STREET, LONDON, EC1V 4PY, UK (further referenced as "the Company")

RECITALS

Under this contract ("the Agreement") between the Client and the Company, the Client appoints the Company as its Supplier for the provision of the Service as described in attached Service offer.

IT IS AGREED as follows:


1.
Initial
The Company operates a payment platform (herein referred as "PAY900") for use by businesses and individuals that operate web sites, which permits the charging of amounts of money for services offered by the site of the Client.

2.
License to use PAY900
2.1.
By this document the Company affords a non-exclusive licence to the Client to use PAY900's payment service as described in this Agreement.
2.2.
Client may establish links to PAY900 from its Websites, with the aim of allowing end users to make payments.
2.3.
The link to PAY900 will always be established in accordance with the instructions issued by The Company.
2.4.
The licence to use PAY900 is limited expressly to the payment of amounts via telephones from customers having a valid contract/pre paid service directly with an operator or reseller.
2.5.
The geographical coverage of this licence is worldwide.
2.6.
The use of the PAY900 license for adult content is prohibited in countries where adult content is not allowed by local law.
2.7.
2.7. Once the Client agrees to implement PAY900 in order to give access to specific Services on his web site, he/she agrees to the following:
(i)
To condition the access to those Services
(ii)
To inform Customers how to pay via PAY900 in order to access the Services requested.
(iii)
To inform Customers of the methodology of using PAY900 which include
(a)
the need to dial a PRN or other phone number or to send a Premium Rate SMS, along with the required content of the message and the number to which it must be sent,
(b)
the cost of that message or phone number to the end user,
(c)
the operators with whom the service is enabled (where this is in any way restricted)
(d)
a detailed instruction of the steps to follow while inside the payment process
(e)
the need to finish payments before the Services can be accessed
(iv)
To include the current PAY900 logo next to the PAY900 link on the Clients website
(v)
To include any extra legal information that the Company deems necessary, for example any Data Protection implications. The Company reserves the right to reject payment attempts with good reason.

3.
Definitions
The following terms are defined for use in this Agreement:
"Client" means the individual or business entity that agrees to the terms and conditions mentioned in this Agreement and intends to use PAY900 to bill for its Services
"Services" or "Client's services" means any type of service, content, media, digital goods or whatever offered by the Client.
"Customer" means any individual or business entity desiring to purchase access to the Client's services via PAY900
"Customer Charge" means the amount to be charged to the Customer's phone bill
"PAY900 Customer Support" means the Customer Support provided by the Company for the users that pay by using PAY900
"PAY900 Voice services" means payments made via a phone call to one of PAY900's numbers
"Control Center" means the administrative client interface which handles the registration, log in and the PAY900 administration
"PAY900 SMS services" means payments made via sending or receiving short messages to/from one of PAY900's numbers
"Chargeback" and "Revoke" means a Customer Charge which the Customer's bank or telephone services provider or the Company identify as being invalid or non-collectible after initial acceptance. This might be a result of, but not limited to - fraud, lost, cancelled, unissued, invalid account identification, an unresolved customer complaint, or other cause which results in the deduction of monies otherwise payable to the Company
"Fraud Traffic" and "AIT" means fraudulent or artificially generated telephony, SMS or any other traffic that the Company identify as being invalid or non-collectible after initial acceptance. This might be a result of, but not limited to - fraud, lost, cancelled, unissued, invalid traffic or any unresolved customer complaint, or other cause which results in the deduction of monies otherwise payable to the Company

4.
Client opening an Account
4.1.
To be eligible for our services, if the Client acts as an individual person, the Client must be at least 18 years old.
4.2.
Client is wholly responsible for maintaining the confidentiality of Client's password and account and for any and all activities that occur under Client's account.
4.3.
Client must provide all necessary data to the Control Center.
4.4.
The Company will store the information the Clients has entered in the Control Center.
4.5.
The Client has to ensure that all information it provides is correct duly maintained by the Client and hold up to date. In the case where information supplied by the Client is erroneous or not up to date, the Client immediately has to update the erroneous information in the Control Center.

5.
Payments and Fees
5.1.
Customer charge equals the service fee plus the telecommunication service fee that Client shows to its Customers on its webpage. Customers should not be charged more than that amount.
5.2.
Payments to the Client are based on the payout scheme. The payout scheme in its current version forms an integral part of this Agreement and may be amended from time to time. Client accepts this payout scheme as the base for payouts to the Client. The payment deductions as provided for in Attachment A are the fees that Client owes to the Company for the provision of PAY900 Voice and SMS services to the Client's Customers by the Company. The parties agree that Client does not owe any additional fee or consideration under this contract.
5.3.
Amendments to this payout scheme have to be agreed by written contract between Client and Company.
5.4.
In case of a Chargeback or a Revoke, the Company may deduct the respective payout amount due to Client from the total payout amount due to Client. For that purpose, the Company may withhold a security deposit. The Company informs Client on a monthly basis about the number of Chargeback's or Revokes.
5.5.
'Fraud Traffic' - any traffic which any telecommunication carrier that transmits traffic to the Company is unable to bill or collect, or where;
a) there is a reasonable expectation that the end user is not likely to pay their telephone bill because the calls are disputed as not originating from the telephone line for which the respective end user is responsible.
b) calls are being made to inflate payments due from Company (known as Artificially Inflated Traffic, or AIT).
c) the income received by the Company is less than the rate given to the Client, (this would not apply should this be caused by a pricing error).
d) there is repeated calling from the same number, by repeated the parties mean continual or sporadic, or habitual, where it is proven there is a repeated pattern of an origination number.
e) any traffic which is electronically generated by a computer or some other electronic software, or continually dialled from a human operated call centre.
5.6.
Fraud traffic procedure: Where we, our suppliers, the networks or other authorities suspect that the Client account is generating revenue through fraud traffic or Client account showing signs of AIT, payouts to the Client will be on hold until the case is cleared. Clearing the case may include that the Company is requesting various proofs of - but not limited to - advertisement bills, copies of contracts with publishers etc.
5.7.
In case of Fraud Traffic or AIT the Company may deduct the respective payout amount due to Client from the total payout amount due to Client or invoice the Client for amounts greater than the payout to the Client.
5.8.
Billing periods are from the 1st of each month to the 1st of the following month
5.9.
For PAY900 Voice and SMS services, Client payouts are calculated on a monthly basis in accordance with the payout scheme in Attachment A. Payments are due at the end of the month the transaction occurred plus a number of days as defined in Attachment A. The Company will make payouts to Client as promptly as possible, at the latest by the afore-defined due day. Payouts to the Client will be done via wire transfers to the accounts designated by the Client. The Client will have to pay all applicable transfer fees. For PAY900 Voice and SMS services, Customer Charge is VAT inclusive. The VAT rate is the VAT rate of the country where the payment has been made.
5.10.
For PAY900 Voice services the minimum payout is equivalent to 50 EURO in order to receive a payout at the next due date. Payout is the calculated amount to be paid according to the percentages indicated in the Attachment A.
5.11.
For PAY900 SMS services the minimum payout is equivalent to 100 EURO in order to receive a payout at the next due date. Payout is the calculated amount to be paid according to the percentages indicated in the pricelist.
5.12.
In case that the afore-mentioned limits are not reached in one month the corresponding payout(s) will be added to the following billing period payout. The total amount will be paid out if it exceeds the afore-mentioned limits. If it does not, it will be again carried over to the next month(s) until the limits are exceeded. 
5.13.
Limits for PAY900 Voice and SMS services are calculated separately.
5.14.
If the Client uses separate balance bank accounts for different currencies these limits apply to each individual currency separately.
5.15.
In case that the totalled payouts for a given PAY900 service do not exceed the afore-mentioned respective limit after a period of twelve consecutive months, the Company will charge the open balance as maintenance fees to settle the balance of the account.
5.16.
If the account is cancelled by the Client and the limits as described in point 5.10 and 5.11 are not yet reached then the same procedure as per point 5.15 shall apply.
5.17.
Client is responsible for all risks associated with maintaining balances in multiple currencies (including, without limitation, the risk that the value of these balances will fluctuate as exchange rates change, which over time may result in a significant decrease in the value of the balances). Client agrees that he will not attempt to use multiple currencies for speculative trading.
5.18.
If one of the currency balances in Clients account shows that Client owes the Company an amount of funds for any reason, the Company may set-off the amount Client owes the Company by using funds Client maintains in a different currency balance or by deducting amounts Client owes the Company from money Client receives into his account, or money Client has in a different account. If, for a period of 7 days, Client has a balance that reflects an amount owing to the Company that is not in EURO, the Company will convert the amount Client owes the Company to EURO (the Exchange Rate & Fee will be applied to any conversion).
5.19.
If due to wrong information provided by Client, the Company is unable to transfer funds to the customer (wrong bank account, wrong paypal account, unknown postal address for cheque payments or similar), the Client will be charged with all transfer charges and a one time service charge of 40 EURO. All future payments will be withheld until the Client provides correct data.
5.20.
In case of payments by cheque, the Company refuses all liability for misuse like, but not limited to misuse, loss of money or stolen cheques. The client accepts full responsibility for all losses that can occur by the use of cheques.

6.
Client closing his account
6.1.
Client may close his account at any time by logging in to the Control Center, clicking on the "Close Account" link and then following the instructions. Upon account closure, the Company will cancel any pending transactions and stop the provisioning of its payment services immediately. The outstanding funds will be transferred to the Client at the usual dates as long as the limits as described in point 5.10 and 5.11 are reached.
6.2.
Client may not close his account to evade an investigation. If you attempt to close your account while the Company is conducting an investigation, we may hold Client funds for up to one year to protect the Company or a third party against the risk of Reversals, Chargebacks, claims, fees, fines, penalties and other liabilities. Client will remain liable for all obligations related to Client's account even after the account is closed.
6.3.
Subject to the remainder of this section, funds held in Clients account are not subject to forfeiture. If Client does not access his account for a period of 3 years by logging in the Company reserves the right to close the account. After closure, we will use the information you have provided to us to try to send you any funds which reach the limits as described in point 5.10 and 5.11 in redemption of the funds in your account. If that information is not correct and the Company is unable to complete the payment to you the Company will use reasonable effort to get hold of your current contact information. If these efforts fail the remaining funds will be charged by the Company as maintenance fees and the account balance of will be set to zero.

7.
Support for Clients Customers
7.1.
Company has to provide a reasonable Customer Support for Customers who (i) use PAY900 Voice or SMS services to access Client's services and (ii) have questions or want to complain about PAY900 Voice or SMS services.
7.2.
If, in a given month, an unreasonable amount of Customer complains about the quality of the Client's services for incidents like, but not limited to: (i) non delivery of ordered product (ii) erroneous or non working product (iii) improper description of product (iv) non working downloads or (v) non responsive customer Support of Client the Company reserves the right to charge an amount of 30 EURO per such Client services caused incident for the rest of that month. "Unreasonable amount of Customer complaints about the quality of the Client's services" shall mean that - within one month - 2% or more of the Customers who use PAY900 Voice or SMS services for Client's services complain about the quality of Client's services. The Company has to prove that the conditions are fulfilled in a given month and has to inform the Client in writing before charging the afore-mentioned amount per incident for the rest of this month.

8.
Refund Policy for PAY900
If a Customer complains only about the quality of the Client's services, the Company will use commercially reasonable efforts to direct such Customers to utilize the Customer Support services offered by Client in order to resolve such disputes and complaints.

9.
Regulation Authorization, Client Representations
Client represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to provide any of its services he intends to offer. Client further represents and warrants that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations including any applicable card association or Automated Clearing House rules. Client is fully responsible for the content of its Web site and for the advertising and promotion of all of Client's products or offerings. Client represents and warrants to the Company that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising and promotion to Customers.

10.
Confidentiality, Intellectual Property
10.1.
PAY900 services and all information and documentation relating thereto shall be held in confidence by Client It may not be used by Client (other than for the furtherance of the purposes of the Agreement) nor disclosed to third parties without the prior written consent from the Company. This includes the discovery of any errors or omissions in the services. Notwithstanding anything in this Agreement to the contrary, either party may disclose to third parties the fact that Client is using PAY900 services. Client recognizes that the Company's services and documentation are and contain the valuable, confidential and trade secret information of the Company.
10.2.
All rights, including but not limited to patents, trademarks, service marks, copyrights and any other intellectual property rights owned by the Company shall remain the exclusive property of the Company and/or its licensors.
10.3.
All rights, including but not limited to patents, trademarks, service marks, copyrights and any other intellectual property rights owned by the Client shall remain the exclusive property of the Client and/or its licensors.
10.4.
Both parties shall ensure that its employees, agents and sub-contractors comply with this article.

11.
License for Software provided by the Company for PAY900
11.1.
In consideration of the fees described in Section 5.2, , Client is granted a non-exclusive, non-transferable license to use the Company's PAY900 payment software ("the Software"), in object code form only, solely in connection with the Client's services (the "License").
11.2.
In addition, Client is entitled to use and adopt source code explanatory to API programming provided by the Company for implementation purposes and agrees not to disclose, give away, or use these codes in any other way.
11.3.
Client shall not:
(i)
attempt to reverse engineer, decompile, disassemble or otherwise translate or modify the Software in any manner; or
(ii)
sell, assign, license, sublicense or otherwise transfer, transmit or convey Software, or any copies or modifications thereof, or any interest therein, to any third party.
11.4.
All rights in the Software, including without limitation any patents, copyrights and any other intellectual property rights therein, shall remain the exclusive property of the Company and/or its licensors.
11.5.
Client agrees that the Software is the proprietary and confidential information of the Company and/or its licensors subject to the provisions of Section 10 ("Confidentiality, Intellectual Property") above.
11.6.
The License shall immediately terminate upon the earlier of:
(a)
termination or expiration of this Agreement;
(b)
termination of the Service(s) with which the Software is intended for use;

12.
Taxes
The Client is fully responsible for and agrees to pay all taxes and other charges imposed by any government authority on the services provided under this Agreement and on any transactions processed pursuant to this Agreement, provided that, in case Company pays withholding tax or any other tax or fee for Client, Company shall present the amount of withholding tax or any tax to Client in writing and provide evidence to Client.

13.
Limitations of Liability
THE COMPANY ASSUMES NO LIABILITY FOR DISRUPTIONS OR IMPROPER OPERATION OF THE SERVICE FOR ANY REASONS, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT, PHONE SERVICE OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. THE COMPANY SHALL NOT BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY CIRCUMSTANCES. IN NO CASE SHALL CLIENT BE ENTITLED TO RECOVER DAMAGES FROM THE COMPANY WHICH EXCEED THE SUM OF THE AMOUNTS OF FEES RETAINED BY THE COMPANY UNDER THIS AGREEMENT DURING THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

The Company is an independent contractor for all purposes. The Company does not have control of nor, assumes the liability or legality for the products or services that are paid for with PAY900. We do not guarantee the identity of any User or ensure that a Client or a Customer will complete a transaction. Please note that there are risks of dealing with underage persons or people acting under false pretence.

14.
Disclaimer of Warranties
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY THE COMPANY SERVICES, RELATED PRODUCTS, SOFTWARE OR DOCUMENTATION. THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

15.
Term
The term of this Service Agreement shall be for 12 months beginning upon execution of this Agreement by both parties. The Agreement automatically renews itself at the end of each consecutive 12 month periods unless the Company receives written notice of non-renewal from Client no less than 1 month prior to the expiration of such 12 month period. Both parties reserve the right to terminate this Agreement immediately without notice at any time if the other party commits a serious breach of any part of this Agreement or if the license has ended according to section 11.4 (b).

16.
General Terms
16.1.
Any claim arising out of or related to this Agreement must be brought no later than one year after it has accrued and the entitled party has full knowledge of all underlying facts.
16.2.
The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.
16.3.
If another person or entity makes a claim against funds in Client's account, or if the Company has reason to believe there is or may be a dispute over matters such as ownership of the account or the authority to receive payment, or make changes to the account, the Company may, in its sole discretion, (1) continue to rely upon current PAY900 documents; (2) honour the competing claim upon receipt of evidence that justify such claim; (3) freeze all or part of the funds until the dispute is resolved to the satisfaction of the Company; or (4) pay the funds to an appropriate court of law for resolution.
16.4.
The Company may amend this Agreement at any time at its discretion.
16.5.
The Company will inform the Client of such changes individually (e.g. per E-Mail, Fax).
16.6.
Unless Client rejects the changed Agreement and terminates this Agreement within 15 days after Company has informed the Client of the changes, the changed Agreement shall replace this Agreement and shall be in full force and effect. Without rejection in due course by the Client, Client gives his deemed consent to the changes.
16.7.
The rights and obligations of the parties hereunder which by their nature would continue beyond the termination or cancellation of this Agreement (including, without limitation, those relating to confidentiality, payment of charges and limitations of liability) shall survive any termination or cancellation of this Agreement.

17.
Assignment and Subcontracting
17.1.
The Company shall have the right to assign and/or transfer this Agreement and its rights and obligations hereunder to any third party after informing Client in writing.
17.2.
The Client shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under this Agreement without the prior written consent of the Company.

18.
Force majeure
18.1.
The Company shall not be bound to meet any obligation if prevented from doing so as a consequence of force majeure, including but not limited to fire, measures taken or imposed by any government or any other event beyond the control of the Company. The Company will use reasonable efforts, under the circumstances, to immediately notify Merchant of the circumstances causing the delay and to resume performance as soon as possible.
18.2.
If a situation of force majeure has lasted for more than 2 months, both the Company and Merchant shall have the right to terminate the Agreement with immediate effect.

19.
Indemnification
Client agrees to indemnify and hold harmless the Company, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees), or other liabilities resulting from or in connection with the Client's products or services, such as, but not limited to messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights. The Company undertakes no liability for such claims. If the Company is held liable by third parties for such claims, it may deduct the above described fines, penalties, losses, claims, expenses (including attorney fees), or other liabilities from the proceeds of Client's sales or, if the amount is not sufficient invoice Client these amounts.

20.
Independent contractors
20.1.
The Agreement is not intended to and shall not be interpreted to create a joint venture or partnership or formal business entity of any kind between or among the Company and Client. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose and neither Party shall have any authority to bind the other Party.
20.2.
The Company shall not become a party to the contractual relationship between Client and Customer and will have no direct or implied relationship with a Customer.

21.
Severability
lf any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any event the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be valid and enforceable to the fullest extent permitted by law.

22.
Non Exclusive
The Client shall not have an exclusive right to use the Service and the Company is entitled to make similar Agreements directly or indirectly with other parties.

23.
Waiver No failure, delay or indulgence by either party in enforcing any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right, power or privilege preclude or restrict any further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

24.
Entire Agreement
The parties acknowledge that this Agreement and any documents incorporated by reference constitute the entire Agreement of the parties and supersede and cancel any statements, warranties or representations whether written or otherwise made by the Company or any officer, employee or agent of the Company prior to the date hereof.

25.
Rights of Third Parties
No term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

26.
Governing Law and Disputes for Clients with principal place of business or domicile within the European Union
This Agreement shall be governed, construed and shall take effect in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement or the legal rights established by this Agreement and the venue for any action, dispute or proceeding with respect to this Agreement shall be London, UK. Clause 27 is not valid for Clients with principal place of business or domicile within the European Union.

27.
Governing Law and Disputes for Clients with principal place of business or domicile outside the European Union
This Agreement shall be governed, construed and shall take effect in accordance with the laws of England. All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, Zurich, Switzerland ("Rules") by three arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Zurich, Switzerland. The procedural law of this place shall apply where the Rules are silent. The language to be used in the arbitration proceeding shall be English. Clause 26 is not valid for Clients with principal place of business or domicile outside of the European Union.

28.
Signature of the Agreement
28.1.
The Client acknowledges that Client has read, understands, and agrees to abide by this Agreement, and any documents incorporated by reference.
28.2.
The Company acknowledges that the Company has read, understands, and agrees to abide by this Agreement, and any documents incorporated by reference.
28.3.
The parties agree that this Agreement shall be binding under any applicable law or regulation.
28.4.
This contract is written in English. Only the English version shall have binding authority.
28.5.
Any and all notices, or other communications under or with respect to this Agreement, of one party to the other party shall be in writing, and shall be delivered by hand, mailed postage pre-paid (either by registered or certified mail, return receipt requested) or by overnight courier.
28.6.
Client gives his consent that Company may use Client's company name and trademarks for reference-purposes in Company's reference-list.