TERMS AND CONDITIONS FOR PAYFACI
Effective date: 1st January 2024
1. Introduction
Welcome to Payfaci, the dynamic online marketplace for businesses. By accessing our website located at www.payfaci.com ("Site"), or by using any services provided through our Site ("Services"), you, as a user ("User"), agree to be legally bound by these Terms and Conditions ("Terms"). These Terms govern your access to and use of the Site and Services and constitute a binding legal agreement between you and Payfaci. If you do not agree to these Terms in their entirety, you are not authorized to use the Site or Services.
2. Definitions
For the purpose of these Terms:
• "Platform" shall refer to the Site and any related services, applications, or platforms offered by Payfaci.
• "User" or "You" means any individual or entity that accesses or uses the Platform.
• "Vendor" refers to a User who utilizes the Platform to offer and sell products or services.
• "Services" denotes all functionalities, tools, and facilities provided by Payfaci through the Platform.
• "Content" encompasses any data, text, photographs, graphics, video, audio, or other material uploaded, posted, stored, transmitted, or otherwise made available by Users on the Platform.
3. User Account and Registration
• Account Creation: To use certain functionalities of the Platform, you must register and create an account ("Account"). You agree to provide truthful, accurate, current, and complete information about yourself as prompted by the registration form. Payfaci reserves the right to suspend or terminate Accounts created with false information.
• Account Responsibility: You are solely responsible for safeguarding the password you use to access your Account and for all activities under your Account. You agree to notify Payfaci immediately of any unauthorized use of your Account or any other breach of security. Payfaci cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
4. Use of the Platform
• Lawful Use: You agree to use the Platform solely for lawful purposes as stipulated by these Terms and in compliance with all applicable laws and regulations.
• Prohibited Conduct: You are prohibited from using the Platform in any way that could damage, disable, overburden, or impair the Platform, or interfere with any other party's use and enjoyment of the Platform. Activities such as hacking, data mining, or
any other means to gain unauthorized access to other Users' Accounts or information are strictly prohibited.
• User Conduct: You agree not to upload, post, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
5. Services Description
• Service Offering: Payfaci operates as a marketplace platform allowing Vendors to list, market, and sell products and services, and enabling Users to browse and purchase these offerings. The Services include but are not limited to, facilitating transactions, hosting product listings, providing customer support, and managing disputes.
• Accuracy of Information: While Payfaci endeavours to ensure the accuracy and integrity of information on the Platform, we do not warrant that product descriptions, pricing, or other Content of any service or offer are accurate, complete, reliable, current, or error-free. The Site may contain typographical errors or inaccuracies and may not be complete or current. Payfaci reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
- • Zero-fee In-App Transfers for New Users
- • Introductory Offer: All users, herein referred to as "Users", registering on the Payfaci platform are entitled to a thirty (30) day period of zero-fee in-app transfers commencing from the date of account creation. If they do not use the voucher within the period it will expire and can't be used again.
- • Wallet Funding and Withdrawal: Notwithstanding the aforementioned introductory offer, Users shall incur standard charges for funding their wallets or withdrawing funds from their wallets during the stipulated thirty (30) day period.
- • Referral Program with Faci Tokens: Users participating in the referral program shall receive Faci tokens as an incentive for successfully referring new users to the Payfaci platform.
- • Transaction Fee Reduction: Faci tokens, herein referred to as "Tokens", may be utilized by Users to avail reduced or zero transaction fees on the Payfaci platform. This referral incentive mechanism aims to promote user engagement and facilitate community expansion.
6. Payment Terms
• Transaction Processing: Transactions on the Platform will be processed in a manner as specified by Payfaci. You agree to abide by all terms and conditions of the chosen payment processors and understand that your use of the Services is contingent upon such compliance.
• Fees and Commissions: Payfaci charges a transaction fee for each sale made through the Platform. This fee structure may be updated from time to time. All Vendors are required to adhere to the fee structure in place at the time of their transaction. Users agree to pay all charges incurred by them or through their Account at the prices in effect when such charges are incurred.
7. Vendor Relationship and Responsibilities
• Independent Contractor Status: Vendors act as independent contractors and are not considered agents, employees, partners, or joint venturers of Payfaci. Vendors are solely responsible for the legality, accuracy, and appropriateness of their listings and offerings.
• Vendor Obligations: As a Vendor on the Platform, you are obliged to maintain high standards of professionalism and legality in your interactions, transactions, and listings. You must ensure that all products and services offered on the Platform are described accurately and comply with all applicable laws and regulations. You are responsible for fulfilling all orders placed through the Platform in a timely and satisfactory manner, adhering to any promises or commitments made in your listings.
8. User Content
• Content Ownership: You retain all rights in, and are solely responsible for, the Content you post or otherwise submit to the Platform.
License to Use Content: By posting Content to the Platform, you grant Payfaci a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Content in connection with the Platform and Payfaci's (and its successors' and affiliates') business.
• Content Standards: You agree that you will not post, upload, or transmit any Content that is unlawful, misleading, discriminatory, or promotes illegal activities. Content must comply with applicable laws, including intellectual property laws.
9. Privacy Policy
• Data Collection and Use: Your use of the Platform is also governed by our Privacy Policy, which outlines our practices concerning the collection, use, and disclosure of personal information.
• Consent to Processing: By using the Platform, you consent to the collection, use, and sharing of your data in accordance with our Privacy Policy.
10. Security
• Protection of Information: Payfaci takes reasonable measures to protect the security of your personal information. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure.
• User Responsibilities: You are responsible for safeguarding your login credentials and for any activity resulting from the use of your account. Payfaci is not liable for any loss or damage arising from your failure to comply with these security obligations.
11. Intellectual Property Rights
• Payfaci's Rights: All intellectual property rights in the Platform and its content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Payfaci, its licensors, or other providers of such material.
• User Restrictions: Users may not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as necessary to navigate the site and make use of its features.
12. Refunds and Chargebacks
• Refund Policy: As Payfaci is not directly involved in the sale of goods and services offered by Vendors on the Platform, it does not provide refunds. Refund requests should be directed to the respective Vendor in accordance with their refund policies.
• Chargeback Handling: In the event of a chargeback, Payfaci reserves the right to withhold funds from the Vendor’s account pending investigation and resolution. Vendors are responsible for any fees or penalties associated with chargebacks.
13. Dispute Resolution
- Contact Information: Users should contact [email protected] for any dispute resolution matters.
- Dispute Handling Process: Payfaci aims to resolve disputes amicably. If a dispute arises between a User and a Vendor, Payfaci will provide assistance in resolving the issue but is not responsible for the outcome.
14. Vendor Fund Holding Policy
• Fund Holding: Payfaci holds a portion of each Vendor's earnings for a period of three months to cover potential chargebacks or disputes.
• Fund Release and Deduction: After the three-month period, funds will be released to the Vendor unless there are pending disputes. In cases of dispute or chargeback, Payfaci reserves the right to deduct the necessary amounts from the held funds.
15. Limitation of Liability
• Scope of Liability: Payfaci shall not be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the platform; (ii) any conduct or content of any third party on the platform; (iii) any content obtained from the platform; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
• Liability Cap: Notwithstanding any damages that you might incur, the entire liability of Payfaci under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you through the platform or 100 GBP if you haven't purchased anything through the platform.
16. Indemnification
• Indemnity Agreement: You agree to defend, indemnify, and hold harmless Payfaci, its officers, directors, employees, agents, licensors, and suppliers, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms or your use of or access to the Platform, including, but not limited to, your Content, any use of the Platform's content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the platform.
• Indemnification from Marchant Gateway Risks
Merchant Gateway Usage: The platform (Payfaci) provided a feature allowing merchants and vendors to integrate their chosen payment gateways for transactions on the platform. It is understood that users, merchants, and vendors have the requisite rights to utilize their selected payment gateways on the Payfaci platform.
• Assumption of Rights: The Platform (Payfaci) assumes, in good faith, that users, merchants, and vendors possess the necessary permissions and rights to utilize their designated payment gateways. Merchants, vendors, and users utilizing their own gateways do so at their own discretion and assume sole responsibility for compliance with pertinent laws and regulations.
• Limited Liability: The Platform (Payfaci) shall not assume any risk or bear liability for fines or penalties resulting from the utilization of users, merchants or vendors gateways by users and vendors on the Payfaci platform.
• Limited Liability for Plugin Use: Payfaci on the request of its users has created a Woocommerce Plugin and Shopify Plugin which allows vendors to integrate the Payfaci payment modal into the Shopify or Woocommerce store, however, Payfaci doesn't own and is not in affiliation with Shopify or WordPress, and has no control of what happens outside the Payfaci platform, therefore vendors and users agree to indemnify the platform (Payfaci) against any issue that may arise from using its payment modal on external platforms which includes but not limited to Shopify or WordPress websites.
• Limited Liability for Third-Party Gateway Actions: Payfaci has created the Tech to give online vendors access to as many third-party gateways as possible, this doesn't mean that Payfaci has total control over these third-party gateways, therefore the Platform (Payfaci) shall not be liable if any third-party gateway decides to stop rendering its service to Payfaci vendors or for any loss of funds or any other damages resulting from actions taken by third-party payment gateways, including but not limited to the suspension or termination of accounts, freezing of funds, or any other disruptions to payment processing services.
• Merchants, vendors, and users acknowledge and agree to indemnify the platform (Payfaci) against any associated risks, claims, or liabilities arising from the use of their integrated payment gateways or liabilities arising from such actions taken by third-party payment gateways, including but not limited to the loss of funds, business interruption, or any related financial losses.
17. Termination and Suspension
• Termination Rights: Payfaci reserves the right, at its sole discretion, to terminate or suspend your account and access to the platform, at any time, without notice and for any reason, including but not limited to, breach of these Terms.
• Consequences of Termination: Upon termination, your right to use the Platform will immediately cease. If you wish to terminate your account, you may simply discontinue using the Platform.
18. Forfeiture of Funds for Fraudulent Documentation
In the event that any Vendor, User, or Merchant provides false, fraudulent, or misleading documents or information to Payfaci, whether during the registration process, account verification, or at any other time, Payfaci reserves the right, at its sole discretion, to immediately and without prior notice, terminate or suspend the offending party's account. Furthermore, any and all funds held in the account at the time of the violation shall be forfeited. This forfeiture shall be in addition to any other legal remedies available to Payfaci, including but not limited to the right to seek damages or initiate legal proceedings.
19. Amendments to Terms and Conditions
• Right to Amend: Payfaci reserves the right to amend or replace these Terms at any time, at its sole discretion. If a revision is material, Payfaci will provide at least 30 days' notice prior to any new terms taking effect.
Acceptance of Revised Terms: Continued use of the Platform after the effective date of such changes will constitute acceptance of, and agreement to be bound by, the revised Terms.
20. Governing Law and Jurisdiction
• Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
• Jurisdiction: Any legal suit, action or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of England and Wales.
21. Severability
• Validity of Provisions: If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
22. Waiver
• No Waiver by Payfaci: The failure of Payfaci to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is waived by Payfaci, such waiver shall only be effective if in writing and signed by Payfaci.
23. Third-Party Links and Services
• External Links: The Platform may contain links to third-party websites or services that are not owned or controlled by Payfaci. Payfaci has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
• No Endorsement: Inclusion of, linking to, or permitting the use or installation of any third-party website or any third-party content does not imply approval or endorsement thereof by Payfaci.
• User Responsibility: We advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
24. Force Majeure
• Non-Liability for Unforeseen Events: Payfaci shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Payfaci's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "line-noise" interference).
25. Feedback and Suggestions
• User Feedback: Users are invited to provide feedback, comments, and suggestions for improvements to the Platform ("Feedback"). You may submit Feedback by emailing us, through the contact section of the Platform, or through other means provided by Payfaci.
• Use of Feedback: You acknowledge and agree that all Feedback will be the sole and exclusive property of Payfaci and you hereby irrevocably assign to Payfaci and agree
to irrevocably assign to Payfaci all of your right, title, and interest in and to all Feedback, including without limitation all worldwide intellectual property rights therein.
26. Contact Information
• Contact Details: For any questions about these Terms, please contact Payfaci at [email protected].
• Address for Legal Notices: Legal notices should be sent to Payfaci's address as specified on the Platform or through the contact information provided.
27. Compliance with Laws
• User Compliance: You agree to comply with all local, state, national, and international laws and regulations applicable to your use of the Platform.
• Platform Compliance: Payfaci commits to conducting its business in accordance with these laws and regulations.
28. Miscellaneous
• Entire Agreement: These Terms constitute the entire agreement between you and Payfaci regarding the use of the Platform and supersede and replace any prior agreements we might have had between us regarding the Platform.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Payfaci’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect.