Terms of Service

Introduction

Welcome to PayNow Pro Payment Gateway Services! We start every new subscriber relationship with a contract. This agreement is made between Codeimple Limited., a Jamaican corporation whose address is 53 Lady Musgrave Road, Kingston, Suites 1&2 ("Codeimple," "PayNow Pro," "we," or "our") and the entity or individual who enters into this Agreement ("Merchant", "Customer" or "you"). The Agreement spells out what you can expect from us, and what we expect from you.

1. Plan

1.1 The Customer subscribes to the PayNow Pro Subscription Agreement and in so doing agrees upon and accepts these General Terms & Conditions.

1.2 The Customer may change pricing plan at any time using the Website or otherwise with the consent of PayNow Pro and the Customer shall pay any additional Service Fees or charges from the start of the next billing period.

2. Services

2.1 PayNow Pro shall provide the Services to the Customer in accordance with the pricing plan.

2.2 PayNow Pro shall deliver the Services in accordance with Good Industry Practice.

2.3 The Customer uses the Services and the Website solely at its own risk. The Customer warrants that they have obtained its own independent professional and technical advice, or has decided not to do so, prior to entering this Agreement and that it shall use the Services hereunder freely and voluntarily without duress or pressure to do so from PayNow Pro.

3. Customer Risk

3.1 The Customer acknowledges and agrees that:

• PayNow Pro is not licensed to provide financial advice or financial services; and
• PayNow Pro provides general advice only and not specific financial or other advice of any kind.

3.2 The Customer undertakes and agrees to obtain independent financial advice from a duly qualified and licensed financial adviser separately to any use of the Services.

4. Access

Access to the various services available on this system depends on the level of access the Customer selects and pays for. You may change or discontinue your account at any time and shall access the services via the Website or Mobile App. We reserve the right to modify, suspend or terminate access to the service on our system at any time for any reason without notice or refund, including the right to require you to change your login identification code or password. The Customer shall configure the Services to its requirements using the features and functionality made available through the Website. PayNow Pro may assist with but is not responsible for configuration of the Services for the Customer. We also reserve the right to delete all program and data files associated with your account and/or other information you have on our system should the Customer participate in unlawful activities such as misuse or fraud or violate the terms of this Agreement. The Customer shall keep the Login Codes strictly confidential and secure from third parties.

5. Use

The Customer is licensed to use, and shall use, the Services, the Website and Mobile App, only for the Authorised Use and shall only permit its officers and employees who are Authorised Users to use the Services and the Website. The Customer shall comply with the PayNow Pro Online Payment Services Agreement, the Acceptable Use Policy and Privacy Policy. The Customer shall also comply with PayNow Pro's terms of use of the Website and Mobile App.

6. Intellectual Property

PayNow Pro owns or is licensed to use all Intellectual Property in the Services, the Website and Mobile App. The Customer licenses, and warrants that PayNow Pro is authorised, to use, copy, modify, configure and integrate the Data and Content supplied by the Customer for the purposes of this Agreement. PayNow Pro licenses the Customer to use the Services, the Website and Mobile App for the Authorised Use in accordance with these General Terms & Conditions. Nothing herein disclaims, abrogates, alienates or affects PayNow Pro's subsisting and continuing moral rights in the Services and the Website. The Customer shall not copy, hack, alter or disseminate the Services, the Website and Mobile App in any way, nor allow any third party to do so. The Customer agrees PayNow Pro may suspend or terminate the Services and access to the Services, the Website and Mobile App if any infringement of a third party's Intellectual Property occurs or is alleged in connection with the Website.

7. Distributed Denial of Service (DDoS)

If the Services or the Website are the target of a DDoS or any other electronic attack or threat, PayNow Pro may, at any time and without giving prior notice to any person, take such protection and/or mitigation measures as it in its sole discretion considers reasonably necessary, including: suspending the Services, the Website and Mobile App; moving the Services, the Website and/or any Content or Data to a quarantine server; implementing access control lists; and/or applying IP address filtering and/or blocking software or algorithms. If PayNow Pro takes any such measures, it may continue them until such time as the attack or threat is considered by PayNow Pro (in its absolute discretion) to be eliminated, avoided or otherwise dealt with.

8. Support

PayNow Pro may provide the Customer with Help Desk Support for the Services, the Website and Mobile App included in the applicable pricing plan selected by the customer. The Customer may access Help Desk Support via support@paynowpro.com, or other contact methods designated by PayNow Pro. PayNow Pro shall use its best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular time frame.

9. Service Fees

The Customer shall pay the Service Fees set out in the pricing plan and as otherwise agreed in writing between the parties. PayNow Pro may vary the Service Fees at any time by serving not less than 30 days' prior written notice of the same upon the Customer and giving the Customer an opportunity to terminate this agreement prior to the expiry of that notice period if the Customer does not accept the varied Service Fees. Upon commencing the subscription to the PayNow Pro services, the Customer will be billed on that day for the subscription period. The Customer shall not be entitled to any compensation or other remedy in the event of termination hereunder. Upon the expiry of the notice period, if the Customer has not terminated, the Customer shall be deemed to have accepted the varied Service Fees as notified by PayNow Pro. If your subscription is cancelled after the renewal payments for the same month of cancellation, the monthly charges will still stand. PayNow Pro may block and/or suspend the provision of or access to the Services and Services if any Service Fees are unpaid or become overdue (whether in whole or in part). PayNow Pro may at its sole discretion recommence or restore the provision of or access to the Services if any overdue invoice for Service Fees is paid. The Customer acknowledges and agrees that it may take up to 48 hours for any Service to be recommenced or restored. The Customer shall pay Service Fees by credit card only. PayNow Pro may pass on and charge the Customer any fees, levies or charges it incurs as a result of any credit card or similar payment transaction failing or being declined. Unless otherwise stated on the Website, Service Fees are exclusive of GCT. The Customer shall, in addition to Service Fees, pay PayNow Pro the amount of the GCT. The Customer shall be entitled to a tax invoice for its payments for Services. The Customer must not deduct or set off any money owing to it or any money which the Customer reasonably anticipates will become owing to it by PayNow Pro from any money due to PayNow Pro under these General Terms & Conditions.

10. General Indemnity

To the fullest extent permitted by law, the Customer shall indemnify and keep indemnified PayNow Pro from and against any and all losses, loss of profits, claims, damages, actions, suits, demand, costs (including reasonable legal costs and disbursements on a full indemnity basis), interest, charges and expenses of any kind whatsoever, which PayNow Pro shall or may suffer or incur or be called upon to suffer or incur by virtue of: any default or breach hereunder by the Customer; any unlawful, negligent, fraudulent or indictable act or omission of the Customer or any of its officers, employees or agents; the use or misuse of any Services by the Customer; or any Content or Data uploaded, processed or posted by the Customer using the Services or otherwise on the Customer Website or any other website of the Customer, except to the extent of any contributory negligence by PayNow Pro. The Customer shall pay any and all indemnified amounts to PayNow Pro within 7 days of receiving a written demand for the same.

11. General

These General Terms & Conditions prevail over any terms of trade or terms and conditions of supply or of acquisition of goods or services provided or submitted by the Customer or agreed to by PayNow Pro to the extent of any inconsistency between them. The parties contract hereunder independently and at arm's length. Nothing herein constitutes either party a partner, joint venturer, agent or employee of the other party. Each party warrants, states and represents that the party has entered these General Terms & Conditions with full knowledge of the responsibilities of the party under it, with full knowledge of the effect of these General Terms & Conditions on the party's financial position, after either obtaining or electing not to obtain independent legal and accounting and taxation advice on the terms and subject matter of these General Terms & Conditions, and without any reliance on any other party in respect thereof. If any provision of these General Terms & Conditions shall be invalid, illegal or unenforceable, that provision shall be severed from these General Terms & Conditions and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way. All notices required to be given by the Customer under these General Terms & Conditions must be given in writing (whether electronically or in hard copy), addressed to PayNow Pro at its registered office (or other address published on the Website), in the English language, signed (whether digitally or in hard copy) by the Customer (or its duly authorised attorney or representative), and dated the date on which it was signed. PayNow Pro may give notices to the Customer in any form PayNow Pro thinks fit and, without limiting the foregoing, if PayNow Pro publishes a notice or any content on the Website then the Customer is deemed to have received that notice and notice of that content on and from the date of publication. The Customer shall check and monitor and keep updated with all notices and content published on the Website. PayNow Pro may license or sub-contract all or any part of its rights and obligations without the Customer's consent. PayNow Pro may also at its sole discretion transfer or assign all or any part of its rights and obligations hereunder to any third party without the Customer's consent. The Customer shall not transfer or assign all or any part of its rights and obligations hereunder without first obtaining the prior written consent of PayNow Pro. The Customer shall give PayNow Pro not less than fourteen (30) days prior written notice of any proposed change of ownership or control of the Customer, or any change in the Customer's name, or any other change in the Customer's details (including but not limited to, changes in the Customer's address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by PayNow Pro as a result of the Customer's failure to comply with this requirement. In addition, any such change in ownership or control of the Customer shall be deemed hereunder to constitute a transfer or assignment of the Customer's rights and obligations hereunder to the person or entity take on or taking over such ownership or control, which change shall not be undertaken without first obtaining the prior written consent of PayNow Pro.PayNow Pro shall not be required to notify the Customer of, or obtain the Customer's consent to, any change or proposed change of ownership or control in PayNow Pro. PayNow Pro reserves the right to review these General Terms & Conditions at any time. If, following any such review, there is to be any change to these General Terms & Conditions, then that change will take effect from 7 days after the date on which PayNow Pro notifies the Customer of such change. The Customer may not change or amend these General Terms & Conditions without PayNow Pro's prior written agreement. Personal information about the Customer may be used and retained by PayNow Pro for the provision of products or services, the marketing of products or services, credit checking, maintenance of the Customer's account/s with PayNow Pro, processing any payment instructions or direct debit or credit facility, and debt collection, as well as for any other purposes as may be agreed between the parties or required by law from time to time. The failure by PayNow Pro to enforce any provision of these General Terms & Conditions shall not be treated as a waiver of that provision, nor shall it affect PayNow Pro's right to subsequently enforce that provision. Any party signing or executing or otherwise accepting these General Terms & Conditions on behalf of the Customer as the Customer's director, officer, attorney or representative hereby warrants, states and represents in his or her personal capacity that he or she is duly authorised and permitted to do so by the Customer and by law. Subject to any written agreement to amend the terms hereof, these General Terms & Conditions constitute the sole and entire agreement between the parties with respect to its subject matter. No warranties, representations, guarantees or other terms or conditions of any kind not contained and recorded in these General Terms & Conditions are of any force or effect. These General Terms & Conditions and any contract to which they apply shall be governed by the laws applicable in Queensland and are subject to the jurisdiction of the courts of Queensland. All legal proceedings in relation to these General Terms & Conditions shall be instituted and held in Jamaica.

12. Definitions and Interpretations

In these General Terms & Conditions:

• Authorised Use means the use for which a Service is provided as stated in the Plan or as otherwise notified by PayNow Pro to the Customer from time to time.
• Authorised Users means the persons or entities who may use the Service as stated in the Plan or as otherwise notified by PayNow Pro to the Customer from time to time.
• Content means any text, data, images, graphics, animations or other information or material or content to be published on the Website from time to time.
• Customer means the customer identified in the Plan to which these General Terms & Conditions apply.
• Data means information or data of any kind and includes Content.
• DDoS means a distributed denial of service attack.
• Good Industry Practice means, in relation to any work or task required to be performed by a party, the practices, methods, specifications and standards of safety, design and performance which are generally expected of competent and experienced professionals who perform the same or similar work or tasks in the same or similar industry or profession.
• Help Desk Support means help desk support for use of the Website provided at the time and in the manner published by PayNow Pro from time to time.
• Intellectual Property means circuit layout rights, copyrights, patent rights, trademark rights, design rights, get up, know-how, trade secrets, source code, software and any and all other forms of Intellectual Property, wheresoever and howsoever arising, whether registered or unregistered, anywhere in the world.
• Login Codes means login codes and authentication criteria provided by PayNow Pro to access the Services.
• Plan means the Services plan agreed between PayNow Pro and the Customer from time to time via the Website or otherwise in writing.
• Privacy Policy means PayNow Pro's Privacy Policy published on the Website from time to time.
• Services means PayNow Pro's services published on and provided via the Website under the Plan, and includes Help Desk Support.
• Service Fees means the fees described in the Plan.
• Term means the period specified in or covered by the Plan during which the Customer is bound by this Agreement.
• In these General Terms & Conditions, except where the context otherwise requires: the singular includes the plural and vice versa; a gender includes other genders; another grammatical form of a defined term has a corresponding meaning; a reference to 'writing' or 'in writing' includes electronically via email, website or other digital communication.