These are your legal rights and obligations, so please do read everything. If you still have questions or comments after you’ve read these terms, please take a look at our FAQs (https://wipaycaribbean.com/faq/). If you can’t find the answer you’re looking for there, please feel free to contact us at email@example.com or (868) 235-4729. We’d love to help.
1. Our Role
WiPay is a payment facilitator that allows you to accept card payments from customers for goods and services (“Card Payment Services”). Our Card Payment Services allow you to accept payments from most credit, debit, prepaid, or gift cards (“Card or Cards”) bearing the trademarks of MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). WiPay may remove or add Cards that we accept at any time without prior notice.
In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. The Networks require that any person or entity that signs up for a WiPay Account to use Card Payment Services (a “Merchant”) and processes more than Network-specified or acquiring bank-specified amounts of Card sales enter into an agreement directly with WiPay’s acquiring banks.
2. Your Authorization for Settlement of Proceeds and for WiPay to Recover Funds
In connection with the Card Payment Services, you authorize us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (as defined in Clause 4) (“Proceeds”). Your authorization will remain in full force and effect until the later of closure or termination of your WiPay Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback provisions (as defined in Clause 8) withheld or applied.
3. Unsupported Industries & Businesses
You may not use the Card Payment services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity, (3) casinos, slot machines or online gambling, (4) unlawful sale of prescription drugs, (5) sale of designer drugs, (6) sale of counterfeit or intellectual property infringing goods or services, (7) online sale of Tobacco products, (8) rogue cyberlocker merchants, (9) prohibited adult content, (10) prostitution, (11) private members clubs, (12) virtual currency exchanges & businesses engaging in buying and selling virtual currencies, (13) Marijuana related businesses, or (14) merchants who issue bearer shares to shareholders or any other business activity contrary to the laws of the Republic of Trinidad and Tobago.
4. Our Fees (Trinidad and Tobago)
5. Processing Errors
We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled to, we will credit your WiPay Account for the difference. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds than you are entitled to, WiPay may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts that may be owed to you.
USE OF YOUR WIPAY ACCOUNT FOR PAYMENT SERVICES
6. Payout of Funds
WiPay does not automatically initiate a payout of the funds from your WiPay account to the bank account attached to your WiPay account. The payout process is initiated when a “withdrawal” request is made from your WiPay account dashboard. In the normal course, the funds would be transferred to the bank account attached to your WiPay account within five (5) business days following the withdrawal request.
7. WiPay Account Balances
The funds in your WiPay account (your “Balance”) will be held together with funds of other WiPay account holders in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any Pooled Account. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Card Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account.
8. Your Liability for Chargebacks
9. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Pooled Account. You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees and/or fines including those assessed by a Network or our processor. If you have pending Chargebacks, we may delay payouts from your WiPay Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
10. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions processed through the Card Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any content you upload through the services to respond to Chargebacks on your behalf. If a Chargeback dispute is not resolved in your favour by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within a reasonable time (no more than fourteen (14) days), of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
COMPLIANCE WITH NETWORK RULES AND LAWS
11. Restricted Use
You will not act as a payment facilitator or otherwise resell the Card Payment Services to any third party. You will not use the Card Payment Services to handle, process or transmit funds for any third party. You also may not use the Card Payment Services to process cash advances.
12. Unauthorized or Illegal Use
You will only accept Cards for transactions that are allowed by applicable law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with WiPay, or that it exposes you, your customers, other WiPay merchants, our processors or WiPay to harm. Harm includes fraud and other criminal acts. If we suspect that your WiPay Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your WiPay Account, and any of your transactions with law enforcement and, as deemed necessary by WiPay, our payment processing and financial institution partners.
13. Applicable Network Rules
By using the Card Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. WiPay may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://www.mastercard.com and https://visa.com. In the event of inconsistency between a Network Rule and these Card Payment Terms, and except as otherwise agreed between WiPay and the Network, the Network Rule shall apply.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Card Payment Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. WiPay specifically disclaims any liability for Taxes on your behalf.
15. Network Logos and Marks
Your use of Network logos and marks (“Network Marks”) is governed by the Network Rules. You must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Network may prohibit you from using its Network Marks for any reason and at any time. WiPay may require you to make modifications to your website or other advertising and signage in order to comply with Network Rules related to the Network Marks.
16. Refunds and Returns
By accepting Card transactions through the Card Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your WiPay Account in accordance with these Card Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You may not be able to process a partial refund. If your available WiPay Balance is insufficient to cover the refund, we may exercise any of our rights set forth in Clause 2, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your WiPay Account or any connected WiPay Account, and crediting it back into your customer’s Card. The Fees are also refunded by WiPay, so the full purchase amount is always returned to your customer. WiPay has no obligation to accept any returns of any of your goods or services on your behalf.
17. Additional Indemnity
18. Additional Representations, Warranties and Covenants
You represent, warrant and covenant to us that for each Card transaction you process through the Card Payment Services: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all local laws, rules and regulations applicable to you and your business; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).
19. Termination of Card Payment Services
20. Card Payment Services Upon Closure of Your WiPay Account
Closure of your WiPay Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you, subject to the other conditions in these Card Payment Terms. If an investigation is pending at the time you close your WiPay Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.
The following Clauses will survive termination of these Card Payment Terms: 5 (Processing Errors), 6 (Payout of Funds), 7 (WiPay Account Balances), 8 (Your Liability for Chargebacks), 9 (Our Collection Rights for Chargebacks), 10 (Contesting Chargebacks), and 14 (Taxes).
22. Limitation of Liability
WiPay’s liability to you with respect to any Card transaction shall not exceed the amount processed in connection with that transaction, less any applicable discount or fees. WiPay shall in no event be liable for any incidental or consequential damages whatsoever.
23. Data Protection
The parties agree to establish appropriate safeguards to protect the confidentiality of their data or shared customer data and to prevent unauthorized use or access thereof.
24. Force Majeure
WiPay shall have no liability to you for any delay or failure to perform any part of these Card Payments Terms on account of an act of God or any natural event whether fire, explosion, flood, earthquake, riot, war, epidemic or pandemic, act of sabotage, accident, embargo or any circumstances of like or different character beyond WiPay’s reasonable control or by interruption or delay in transportation, inadequacy or shortage or failure of supply of materials, utilities, computer software, or equipment breakdown, labour issues, or compliance with any order, direction, action or request of any governmental officer, department or agency.
If any provision of these Card Payments Terms is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of these Card Payment Terms be construed to remain fully valid, enforceable, and binding.
26. Governing Law and Disputes
These Card Payment Terms and any dispute thereunder will be governed by Trinidad and Tobago law, without regard to its choice of law or conflicts of law principles. The Parties agree to attempt initially to solve all disputes arising under, out of or in connection with these Card Payment Terms by conducting negotiations in good faith. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by a form of alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration as a preference to litigation. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the Arbitration Act, Chap. 5:01.
Updated: October 1, 2020