Terms & Conditions

General

1. The following describes the legal terms and conditions (“Terms of Use”) contained within this agreement upon which Payrock (“Payrock” “We”, “Our” or “Us”) offers access to its Website and Services (as such terms defined below) to any entity or person who registered for receiving and/or using certain of the Services (“You”, “Your”) from Us directly or has authority to access the Website and Services by virtue of Our relationship with You/ Your Employer.
   
   Accordingly, these Terms of Use describe the terms and conditions that apply to Your use of the Services. You may use the Website and/or Services solely in accordance with these Terms of Use. Please note that these Terms of Use constitute a legally binding agreement between You and Payrock. In addition to these Terms of Use, please review Payrock’s, as well as other rules, policies, and terms and conditions relating to the Services posted on the Website (as defined below), which are incorporated herein by reference, together with such other policies of which You may be notified of by Us from time to time. If You do not agree to be bound by the Terms of Use, do not use or access Our Website and/or Services, and inform Us in writing immediately.
   
   If you do not understand any of the terms of this Terms of Use, please contact us before using the Services.
   
   

2. Payrock provides online payment processing solutions worldwide and acts as a coordinator in order to aid You or Your  Authorized representative to accept online payments with respect to, but not limited to, credit cards, debit cards, local payments methods, merchant payments, and other ancillary services (the “Services”) subject to the Terms of Use (which you should read carefully in its entirety prior to the use of the Services).
   
   
3. Payrock’s Services are subject to registration and opening of an Account with Payrock, as further described below, and may also be subject to executing additional documents by and between Us and Your  Authorized representative, and by and between any relevant financial institution and/or authority and Your  Authorized representative, as will be executed from time to time.
   
   In accordance with the procedure specified hereafter, anyone registered to the Website and/or Services, or makes use the information published on the Website and/or Services, accepts upon himself/herself, in free will and consent, the Terms of Use’s authority, agrees to be bound by the Terms of Use, commits to act pursuant to the Terms of Use’s stipulations and to the rules specified therein, as they will be updated from time to time, without any reservation.
   
   

4. Payrock reserves the right to amend these Terms of Use at any time, and to do so according to its absolute and exclusive discretion; such changes will be posted on the Website and will enter into effect upon such posting, or at a later date as notified by Payrock. Every time you use the Website or Services please check these Terms of Use to ensure you understand the terms that apply at the time. Your continued use of the Website and/or Services shall be deemed to acknowledge your acceptance of the modified terms.
   
   Should you wish not to be bound by such amendments, Your only remedy in such a case is to stop using the Website and Services and close Your Account; should you choose to continue to use the Website and/or Services, You will be deemed to have agreed to such change, and it will be binding upon You.
   

   
   Definitions
   
   

   In these Terms of Use, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them.
   
   “Account” shall mean a personal account opened by You via the Website in connection with the use of the Services as set forth in the Account Opening document as shall be provided to You.
   
   “Anti-Money Laundering or AML” shall mean the set of procedures, laws, and regulations designed to stop the practice of generating income through Illegal Actions. Though anti-money-laundering laws cover a relatively limited number of transactions and criminal behaviors, their implications are far-reaching. This includes, among others, domestic legal regulations, legally binding FCA, MAS, FATF, OPAC, etc. rules, guidelines, recommendations of international organizations, and established practices.
   
   “Authorized representative” means the entity which purchased Services from Us under that specific Merchant Services Agreement via it’s Authorized representative, to be executed between You and US.
   
   “Illegal Actions” shall mean illegal, unlawful, fraudulent or other improper activities (including, but not limited to, (i) collusion between Users, (ii) sale, transfer, and/or acquiring Accounts from other Users, (iii) breaking into the Website and/or Services or attempting to do the same, (iv) attempt to conduct Money Laundering, Terror Financing, Proliferation Financing, or bribery using the Account or Services.
   
   “Merchant Services Agreement” means the contract between Us and Your  Authorized representative for the provision of the Services.
   
   “Restricted Territories” shall mean jurisdictions blocked by Payrock at its sole discretion, from time to time.
   
   “Website” shall mean https://payrock.io and/or any website owned, operated, or hosted by Payrock, and any software or content that is used to access such website to use the Services.
   
   

   Account
   

5. In order to establish the Account, You must provide certain information, as shall be determined by Payrock from time to time, which shall include the account name, password in addition to general information about You. Payrock shall be entitled to determine, minimum thresholds to be maintained on an Account and other restrictions. Each Account shall be assigned the internal serial number.
   
   It should be evident that only businesses (including sole proprietors), (i.e., charitable organizations, and other entities or persons) which comply with the requirements under these Terms of Use are eligible to open an Account to use the Services.
   
   To register, You must provide Us with certain specifics concerning Your business, including your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect “personal information” (as defined in applicable privacy law), subject to Our [Privacy Policy], about your beneficial owners, principals, etc. Until You have submitted, and we have reviewed and approved, all the necessary information, your Account will be available to you on a preliminary basis only, and we hold the right to terminate it at any time and for any reason.
   
   

   User Eligibility

6. Subject to Your continued compliance with these Terms of Use, your access to the Services shall continue for so long as their remains in full force and effect a legally binding contract between You/Your  Authorized representative, and Us. Without limiting the foregoing, Our Services are not available to persons under the age of 18 or otherwise under the legal age. If You are under the age of 18 or otherwise under legal age, You may not use this Website and/or Services. If You do not qualify, please do not use Our Website and/or Services. For the avoidance of doubt, We shall not be responsible for any unauthorized use by any User under legal age in any way or manner.
   
   
7. Without derogating from the above provision, We shall not be responsible for verifying and/or checking whether You possess such sufficient knowledge and/or experience to use Our Website and/or Services, nor shall We be responsible for any damage and/or loss incurred by You due to and/or related to the Website and/or the Services. You shall bear sole responsibility for any decision made and/or to be made by You relying on the content of the Website. Without limiting the foregoing, Our Services are not available where they are illegal to use, and We reserve the right to refuse and/or cancel Services to anyone at Our own discretion.
   
   
8. The Services are intended only for users who are not prohibited by the laws of any applicable jurisdiction from using the Services. You represent, warrant, and agree to ensure that Your use of the Services will comply with all applicable laws, statutes, and regulations. You and Your  Authorized representative shall be solely responsible for determining whether Your use of the Services is legal in the place where You live and/or use the Services and to ensure that You comply with any and all laws applicable to You before registering or participating in any activity through this Website. If You reside or are present in any jurisdiction that prohibits using the Services (including without limitation any of the Restricted Territories) You shall not participate in the prohibited activity. You should consult with legal counsel in the applicable jurisdiction about the legality of Your use of the Services.
   
   
9. The availability of the Services shall not be deemed or interpreted as an invitation by Us to use the Services, if You reside in a place in which such use is currently forbidden by law (including without limitation any Restricted Territories), or where We, in Our sole discretion, elect not to offer Services. We do not intend to enable You to contravene applicable law. We make no representations or warranties, expressed or implied, concerning the legality of the Services and/or the lawfulness of any person’s participation in any activity through the Website and/or Services.
   
   

Registration Requirements

10. You shall be fully and solely responsible for reserving in confidentiality Your Account and not to transfer Your Account details to another. The full responsibility for the unauthorized use of Your Account lies solely with You, and You will bear, alone, all responsibility derived from an unauthorized use of Your Account. If You misplace, forget, or lose Your Account details, Payrock shall not be liable for any direct or indirect loss associated with such occurrence.
    
    
11. By opening an Account, You hereby represent, warrant, acknowledge and undertake, towards Payrock, that: (i) Your Account is for Your personal use only and not on behalf of any third party; (ii) You are at least 18 years old (iii) it is Your responsibility to read and comprehend the Services’ rules and procedures and You fully understand these rules and procedures; (iv) You will cooperate with Payrock and provide it with all requested documentation in a full, complete and truthful manner; (v) You have verified and determined that Your use of the Services does not violate any laws or regulations of any jurisdiction that applies to You; (vi) You will use the Website and/or Services in good faith towards Payrock and others using the Website and/or Services; (vii) Payrock may at its sole discretion, open, maintain and/or close Your Account; (viii) You will immediately inform Payrock of any suspected unauthorized use of Your Account or any Illegal Action; (x) You shall indemnify Payrock and hold Payrock harmless from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of these Terms of Use by You, and any other liabilities arising out of: (a) Your access to or use of the Website and/or Services, or (b) Your violation of any of the terms of these Terms of Use, or (c) Your breach of any applicable laws or regulations, or (d) any unauthorized use of the Website and/or Services by any third party using Your Account.
    
    
12. You further represent, warrant, acknowledge and undertake, towards Payrock, that (i) You will not use Your Account and will not allow any third party to use Your Account for any Illegal Actions; (ii) in case You will perform any Illegal Action Payrock shall be entitled to disclose any and all of Your Account details and information to the relevant authorities and to suspend and/or cancel Your Account; (iii) You shall be solely responsible for all losses, liabilities, and damages incurred as a result of any Illegal Action performed by You; and (iv) You have not had an Account in the past which was terminated or suspended by Payrock.
    
    
13. You may not damage, disable, overburden or impair the Website and/or Services. You may not: (i) upload any content to the Website and/or Services that is libelous, defamatory, offensive, threatening, abusive, hateful, objectionable, harassing, sexually explicit, obscene, illegal, or that infringes or violates any intellectual property rights of any person or otherwise violates the law; (ii) use any automated means to access or use the Website and/or Services or copy or scrape data from the Website and/or Services; (iii) bypass any measure Payrock may use to prevent or restrict access to the Website or any of the Services; (iv) fraudulently manipulate the Website and/or Services in any way. For avoidance of doubt, You shall be responsible and bound by any unauthorized use of the Website and/or Services, made in breach of this section.
    
    

Powers and Authorities of Payrock

14. Payrock shall make reasonable efforts to prevent malfunctioning on the Website and/or Services activity. However, in any event of a technical failure (or any other error) on the Website and/or Services systems for any reason whatsoever, Payrock will be entitled to cancel Your participation in any of the Services, concerning which the malfunctioning that resulted or caused the error or malfunction in question has occurred. Payrock shall not be held liable for any and all failures and errors, including but not limited to, technical failures, malfunctions, viruses, bugs, errors, tampering or unauthorized intervention, fraud, or any causes which are beyond the control of Payrock etc., which You encounter in connection with the Website or the Services.
    
    
15. Payrock reserves the right to cancel, terminate, modify, or suspend the Services if, for any reason, the Services cannot be conducted as planned, including, but not limited to, infection by computer virus, bugs, tampering, or unauthorized intervention, fraud, technical failures or any other causes beyond the control of Payrock; Payrock is entitled to take any action it, at its sole discretion, decides to take in order to counter any such circumstances. Payrock, therefore, reserves the right to cancel, terminate, modify, or suspend the Services if for any reason.
    
    
16. Payrock reserves the right to limit, refuse, or cancel any act by You or through Your Account (regardless of whether such cancellation was due to actions on Your part or of any third party), where Payrock believes that any act of fraud (and fraudulent behavior) or any other act of bad faith has been taken against Payrock or any third party.
    
    
17. Payrock shall be entitled, at its sole discretion, to amend, modify, or discontinue, from time to time, any of the Services and/or introduce new Services. Payrock shall not be liable for any loss suffered by You resulting from any changes made and You shall have no claims against Payrock in such regard.
    
    
18. Payrock reserves the right, but is under no duty and/or obligation, to monitor any content uploaded to the Website by You and/or any third party. Payrock, at its sole discretion, may remove any such content at its sole discretion.
    
    

Breach of these Terms of Use

20. When we consider that a breach of these Terms of Use has occurred, we may take such action as we deem appropriate.
    
    
21. Failure to comply with these Terms of Use constitutes a material breach of the Merchant Services Agreement under which you are permitted to use the Website and Services. We may take any of the following actions at our  discretion:

• Immediate, temporary, or permanent withdrawal of your right to use our site.
• Issue a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

22. The actions We may take are not limited to those described above, and We may take any other action we reasonably deem appropriate. We are not liable to you for any we may take in response to Your breach of these Terms of Use.
23. Subject to any losses which cannot be excluded by applicable law, we are not liable to You for any losses You suffer from Your use of the Website or Services. Our responsibilities and liability to You Authorized representative shall be as set out in the Merchant Services Agreement only.
    
    

Reservations Concerning the Responsibility of Payrock

24. Payrock is not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of data or information and any direct or indirect resulting loss which arises from these occurrences. Payrock is not responsible for any problems or technical malfunction related to any external service providers, including but not limited to any telephone network or lines, computer on-line, systems, servers or providers, computer equipment, software failure of email on account of technical problems or traffic congestion on the internet or at any website. Payrock shall not be responsible or liable to You in the event of systems or communications errors, bugs or viruses relating to the Website and/or the Services and/or Your Account or which resulted in damage to Your hardware and/or software and/or data.
    
    
25. Under no circumstance shall Payrock be liable for any direct, indirect, incidental, special, punitive or consequential damages or damages for loss of profits, revenue, data or use incurred by You or any authorised or unauthorised third party, whether in an action for contract, tort or any other legal theory, arising from the access to, or use of, the Website, the Services or otherwise, regardless of whether Payrock has been informed of the possibility of such damages.
    
    
26. You are aware that the Website or Services could contain links provided by third parties which could link directly or indirectly to, inter alia, third-party websites and/or advertisements and/or Services, none of which are affiliated with Payrock in any way. You acknowledge that Payrock shall not assume any responsibility with respect to any third party and/or third-party post and/or links and/or advertisements of any sort on the Website or the Services. Should any of Your actions or decisions be with regard to a third party, including but not limited to, Your decision to access any third party link, You understand that Your decisions are at Your own risk and that Payrock will not bear any liability with regard to any of Your actions.
    
    
27. We make no representations about the suitability, reliability, availability, timeliness and accuracy of the information, software, products and Services contained and/or offered on the Website and/or the Services for any purpose. All information, software, products and Services are provided “as is” without warranty of any kind. We hereby disclaim all warranties with respect to information, software and Services contained or offered on the Website and/or Services, whether express or implied.
    
    
28. We shall have no liability, regardless of circumstances, with respect to any damage or loss that was caused due to reliance, of any type, on the information or any other publication or content appearing on the Website and/or Services. Consequently, You and anyone using the Website and/or Services are invited to verify the sanctity the information published on the Website and/or Services.
    
    
29. Payrock shall not be responsible or hold any liability for any actions or omissions of internet service providers or any other third party which provides You with access to the Website or Services. You undertake not to hold Payteka liable for any of Your actions or the actions of anyone associated with You.
    
    
30. Use of the Website and Services is done at Your own risk, and under no circumstance shall Payrock be responsible for any damage or loss You shall incur as a result or consequence of modifications, enhancement, termination, suspension or discontinuation of the Website or any of the Services. Payrock will not be responsible for any damage or loss incurred by You as a result of Your use or reliance on the content of any website or application to which links appear on the Website and/or Services.
    
    
31. It is hereby agreed that any claim and/or cause of action pertaining to the Services and/or the Website must be filed by You or any other third party within one (1) year after such claim and/or cause of action arose or be forever barred.29.  THE WEBSITE, SERVICES, THE WEBSITE AND/OR SERVICES CONTENT USED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, AND PAYROCK MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS OR OF APPLICABLE LAWS AND REGULATION, OR THAT THE WEBSITE, SERVICES, THE WEBSITE AND/OR SERVICES CONTENT USED IN CONNECTION THEREWITH WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR WILL BE FREE OF VIRUSES OR BUGS OR AS TO RESULTS OR THE ACCURACY OF ANY INFORMATION THROUGH THE WEBSITE AND/OR SERVICES.
    
    

Intellectual Property

31. All the rights, including the intellectual property rights (i.e., patents, copyright, trademarks, service marks, logos, trade names, know-how, or any other intellectual property rights) concerning the Website and the Services, and all of its content, including, but not limited to, programs, files, video, audio, pictures, graphics, pictures, text and software (collectively the “IP Rights”), are and shall remain the sole and exclusive property of Payrock. You may not use any of the IP Rights without the express prior written approval of Payrock, except pursuant to these Terms of Use, and You shall not, by using the Website and/or Services or otherwise, acquire any rights in any of the IP Rights. Without derogating from the above, You are strictly prohibited from: (i) copying, redistributing, publishing, reverse engineering, decompiling, disassembling, modifying, translating or making any attempt to access the source code of the IP Services to create derivate works of the source code; (ii) selling, assigning, licensing, sublicensing, transferring, distributing the Services, and (iii) making the Services or the Website available to any third party.
    
    
32. You may not use any data and/or content and/or any part whatsoever of the Website and/or Services in order to build a product or service or anything in that matter which might compete with and/or competes with the Website and/or the Services, nor will You use the Website and/or the Services to provide services to any third parties, except with the express permission in writing by Payrock. In this respect, You recognize and acknowledge that this shall constitute as a breach of agreement and shall entitle Payrock to terminate this agreement effective immediately without any prior warning.
    
    

Customer Support

33. You may contact Us in connection with anything related to the Website and/or the Services at any time via Our customer support or via Email at [email protected].
    
    
34. Any communication with Our customer support will be handled with the utmost care and without any delay. For such purpose, We will contact You via the contact details provided to Us, and You hereby provide Your consent for such contact.
    
    

Miscellaneous

35. These Terms of Use and the relationship between You and Payrock shall be governed by, and construed and interpreted in accordance with, the laws of Hong Kong, excluding its conflict of law rules, and You irrevocably submit to the exclusive jurisdiction of the competent courts of Hong Kong  with respect to any dispute regarding the validity, breach, interpretation, performance or otherwise arising out of or in connection with these Terms of Use, the Website and/or the Services.
    
    
36. Payrock may transfer or assign any and all of its rights and obligations hereunder to any third party; without derogating from the above, the Website and/or any of the Services may be operated by third parties. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under this Agreement.
    
    
37. We may provide You with notices with respect to or in connection with this Agreement in an Email and/or through the Website and/or Services.

Unless explicitly stated otherwise within this Agreement, nothing in this Agreement shall: (i) be construed as the creation of any agency, arrangement, trust of fiduciary relationships or any relationship akin the aforementioned between You and Payrock; (ii) create or confer any rights or benefits to any third party; and/or (iii) grant You any security interest in any asset of Payrock.

38. These Terms of Use as well as any other terms and conditions referred to herein or incorporated by reference hereto, constitute the entire agreement between You and Us with respect to the subject matter hereof and supersede any and all prior agreements between Us and You in relation to the use of the Website and/or Services. You confirm that, by agreeing to accept this Agreement, You have not relied on any representation for any express representation made by Us.
    
    
39. No failure or delay on Our part, regardless of circumstance, in exercising any right, power or remedy thereunder shall be ascertained as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
    
    
40. If any provision of these Terms of Use is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from these Terms of Use and the remainder of these Terms of Use shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event these Terms of Use shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
    
    
41. These Terms of Use have been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of these Terms of Use and the English language version, the meaning of the English language version shall prevail.