ZYMPAY DIRECT

TERMS AND CONDITIONS

Zympay Limited provides a secure service for cross-border bill payments for products and services as currently displayed on our Website (www.zympaydirect.com) referred toas “ZymPay Direct”. Products and services may periodically be added or removed. These terms and conditions apply to which ever product or service you use.

Please read these terms and conditions carefully. These terms and conditions explain Your rights and responsibilities to Us and Our rights and Responsibilities to You in respect to the use of the ZymPay service. We may alter or amend these terms and conditions from time to time it is important therefore that you read these terms and conditions everytime you use this service.

All terms & conditions and the language of any contracts forwarded will be in the English language.

1. DEFINITIONS

In these terms and conditions the following expressions have the following meanings:

1.1. "ZymPayDirect" means ZymPay Limited and its subsidiaries.

1.2. "Authorized person" means any person authorized by You to provide Instructions to Us.

1.3. "Direct", "Us", "Our" or "We" means ZymPayDirect.

1.4. "Business Day" means any day (other than a Saturday or a Sunday or astatutory Bank Holiday) on which UK clearing banks are open for a full range of merchant and banking transactions.

1.5. The terms "Customer", "You" or "Your" means You, the individual, sole trader, partnership or limited liability company named on the partner /corporate/online registration form for the Service and includes any Authorized person.

1.6 "Instruction" means using the Service to:

1.6.1. Instruct Us to action debit or credit card payments in accordance with the on-line payment instructions;

1.6.2. Obtain information relating to transactions requested by You through use of the Service during the preceding 12 months.

1.6.3 in the event that You wish to make changes to Your user name, password, card information or any other personal information You have provided to ZymPay Direct, You agree to be allow Us to send You an activation code to Your registered mobile/cell phone to enable You to complete the security validation of changes You make to Your account details. This activation code is one method available to inform Us of any changes You may wish to make to Your account with Your service provider or Us.

1.6.4. Use any other facilities, which We may from time to time incorporate into the ZymPay Direct Service.

1.7. "Security Information" means

1.7.1. The User ID; and

1.7.2. The User password which You will use as provided for in Clause 4.2.1; and

1.7.3. Any other security processes notified to You by Us from time-to-time

1.8. "Service" means the Service, known as "ZymPay Direct”, offered by ZymPay Direct to customers to enable customers to carry out Instructions via a computer connected to the ZymPayDirect’s server via the internet. This may include use of Mobile Internet services on a mobile phone- “ZymPay App”

1.9. "Terms" means these terms and conditions as amended from time to time in accordance with these terms and conditions.

2. INTRODUCTION: IT IS AGREED AS FOLLOWS:

2.1 The only parties to this agreement are You and ZymPay Direct.

3. PROVISION OF THE SERVICE BY ZYMPAY DIRECT

3.1. You are responsible for obtaining and maintaining in full operational mode and virus and or malware free Your own compatible computer system/mobile phone, being all such equipment, software and communications lines (including any public communications lines) required by You to properly access the Service ("Your Equipment"). ZymPay Direct has no responsibility for or liability with respect to Your Equipment. ZymPay Direct will notify You of the minimum specification of computer system required to enable You to access and use the Service.

3.2. You are responsible for all telecommunications and similar charges incurred by You in gaining access to and using the Service.

3.3. While We shall use all reasonable and proper endeavors to do so We cannot guarantee continuous interruption free provision of the Service for reasons ofmatters beyond our control.

3.4. We will not be responsible to You if changes to the Service or to any of Our facilities, operations, procedures or products: (i) render Your equipment obsolete; (ii) require modification or alteration to Your Equipment; or (iii) otherwise affect performance of Your Equipment.

3.5. We reserve the right to control, direct and establish technical procedures for the Use of the Service and You agree to follow the reasonable instructions and procedures of the ZymPay Direct with respect to the use of the Service as notified to You from time to time. The ZymPay Direct also reserves the right to make operational changes to the Service and will notify You of any such changes if material.

3.6. We may alter the facilities available under the Service at any time. We will notify You of significant changes to the Service.

3.7. It is your responsibility to ensure that any information supplied by you for the use of any service supplied Us either now or in the future is full, accurate and complete. We are not responsible for (but You will be responsible for) the accuracy of the information entered by You and We shall not be liable for any loss incurred or damage suffered by You due to any such information not being accurate or complete. You will hold Us harmless against any claims by You or any third party for the breach by You of this clause.

3.8. You are solely responsible for ‘virus checking’ and ‘malware checking’ all information sent to You by Us. We shall not be liable for any corrupt information sent to You, by Us.

3.9. The Service is provided subject to the condition that there will be no abuse or fraudulent use by You or an Authorized user of the Service. Abuse and fraudulent use of the Service shall include (without limitation): (i) attempting to, or actually obtaining, accessing, altering, de-compiling, reverse engineering or destroying the data files, programs, procedures and/or information of ZymPay Direct or of another customer of ZymPay Direct; (ii) assisting another to perform the acts prohibited in (i) above; (iii) using the Service in such a manner as to interfere unreasonably with the use of the Service by any other customer of ZymPayDirect.

3.10 None of ZymPay Direct staff or other personnel including service partners has the authority to agree orally to vary these Terms. We may at our discretion change these Terms thus it is important therefore that you read these terms and conditions everytime you use this service.

4. SECURITY INFORMATION

4.1 Should you need to change your password set-up at point of registration you hereby agree to follow our change password procedure asset out in 1.6.3.

4.2 You must keep Your Security Information secret. You must take all reasonable precautions to prevent its unauthorized or fraudulent Use. This includes, but is not limited to:

4.2.1. Choosing Your Initial Password when You first access the Service (then known as the User Password);

4.2.2. Never recording Your Security Information down in any form;

4.2.3. Never telling anyone else Your Security Information, including our own staff;

4.2.4. Notifying Us immediately if You know or even suspect that someone else knows Your Security Information.

4.3. Whilst We will check that Instructions are given with the correct Security Information, We shall not be obliged to take any further steps to check the Instructions have been given by You or an Authorized User.

5. USE OF THE SERVICE

5.1. We may act on any Instructions given using the Security Information. We are not liable for any action taken, or loss resulting from the receipt of such Instructions given by any unauthorized person using the Security Information.

5.2. If an Instruction is received by ZymPay Direct before 12:00pm on a Business Day ZymPay Direct will use all reasonable efforts to comply with that Instruction on that Business Day. If an Instruction is received by ZymPay Direct after 12:00pm on a Business Day, ZymPay Direct will use all reasonable efforts to comply with that Instruction by the end of the following Business Day. Notwithstanding the above, ZymPay Direct may in its absolute discretion refuses to carry out any Instruction or reverse any action taken by ZymPay Direct in response to any Instruction. ZymPay Direct shall not be liable for any loss resulting from compliance by ZymPay Direct with any Instruction received by it.

5.3. The final decision as to whether payment is made in accordance with Your Instructions rests with Your debit or credit card issuer and We shall not be responsible for the decision of Your debit or credit card issuer or bank not to make any payment requested by You

5.4. You undertake to co-operate fully with Us in any investigation We may wish to carry out in relation to the use of the Service.

5.5. We shall not be required to carry out Instructions in any particular order.

5.6. We may send You electronic messages from time-to-time. You should check each time that You log-on to Your computer system whether any such messages have been received. You agree to allow Us to contact You by email and/or mobile phone to validate Your registered service or payment instructions to Us including collection of any unpaid services on behalf of the relevant Service Provider as necessary in the ordinary course of business

5.7. The Customer undertakes for itself and for any other party using its access to the Service: (i) not to create and/or introduce into the Service any destructive or contaminating program or advise any other party how to do so; (ii) to use an up-to-date virus-scanning program on all material downloaded from the Service; (iii) not to invade the privacy of other users of the Service.

5.8. You must notify Us immediately if You become aware of any error or any suspected error in the Service or in any transaction resulting from using it. You should check Your statements of account carefully.

5.9. You shall only use the Service for lawful purposes and shall not use the Service to send material that is offensive, obscene, in breach of confidence, defamatory, or in breach of any intellectual property rights.

6. YOUR LIABILITY

6.1. You will be liable to Us without limit if We can show You have acted fraudulently or with negligence or in breach of these Terms.

6.2. You undertake fully and effectively to indemnify and keep indemnified at all times the ZymPay Direct against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by ZymPay Direct directly or indirectly in respect of: (i) access to and/or use of the Service by you or by Authorized users; (ii) any information, data or material produced, transmitted or downloaded by you or Authorized Users; (iii) any breach by you or by Authorized Users of any of these Terms or of any law, code or regulation.

7. OUR LIABILITY

7.1. We will not be liable to You for any loss You suffer as a result of Us acting on an Instruction as mentioned in Clause 5.1, except insofar as We are negligent.

7.2. We are not responsible for any misuse of the Service by You or anyone else, nor for any disclosure of confidential information by Us where You have failed to take reasonable precautions to maintain the Security Information as detailed in Clause 4 above.

7.3. We will not be liable to You for any loss You suffer due to any circumstances beyond our control which lead to the Service being wholly or partly unavailable for such reasons as, but not limited to, a technical break-down, industrial dispute, communications or power failure. In all such circumstances We will expect You to prevent or reduce Your loss by telephoning Us or sending Us an email message to affect, withdraw or continue the transaction.

7.4. Nothing in this Agreement shall exclude Our liability for death or personal injury caused by Our negligence.

7.5. We accept no liability to You for any indirect loss or damage (however arising), nor for any loss of profits, loss of sales, loss of turnover, loss of bargain, loss of opportunity, loss of computer equipment, software or data or loss of time.

7.6. If We incur any liability to You such liability will in all cases be limited to an amount equal to the value of the relevant payment requested by You in Your Instructions.

8. TERMINATION OF THE SERVICE

8.1. We may terminate, suspend or withdraw the use of the Service at any time.

8.3. Termination of the Service will not affect any rights or liabilities of either of Usthat have already accrued.

9. DECLARATION

9.1. Data Protection Act 1998:keeping You informed. The information provided by You will be shared with other companies in the ZymPay Group. You consent to Us telling You about products or services or invite You to take part in offers of Ours and Our business partners that We think may benefit You. We may do this by post, by telephone (including by way of automatic dialing), by fax, by e-mail, by SMS text message or via Our Web site. If You do not wish to receive this information, please tick the relevant box when signing up for a product but remember that this shall preclude You from receiving any of Our special offers or promotions. 9.2. You understand that You can request in writing, by telephone, or e-mail not to receive any details of ZymPay Direct products and services. Communications should be addressed to The Manager, Customer Services, ZymPay Direct, ZymPay Limited , 145-157 St Johns Street, London, EC1V 4PY.

10. INTERPRETATION

10.1. The headings to the clauses of these Terms are for ease of reference only and shall not affect the interpretation or construction of these Terms.

10.2. If any provision of these Terms shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or enforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect to the fullest extent permitted by law. You agree to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

10.3. No delay, neglect or forbearance by either party in enforcing any of the Terms shall be taken as a waiver or otherwise prejudice the rights under these Terms.

11. NOTICES

11.1. All notices shall be sent by first class post to the address last notified to either party and shall be deemed to be received 24 hours after the date of posting.

12. TELEPHONE MONITORING

12.1. Any telephone calls made between You and Us may be recorded or monitored for training and security purposes.

13. LAW

13.1. This Agreement shall be governed by and construed in accordance with English Law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

14. KEEP SAFE

14.1 Please print these Terms & conditions and keep for Your own records.