TERMS OF SWIPE SERVICE

1. Intro

Swipe team believes that businesses have to stop collecting debts and begin to plan efficient cash flow and focus on growth. That is why we developed Swipe - cloud based software that gives you an access to the powerful tools that will accelerate your business turnover.

These terms (hereinafter referred to as the “Terms”) govern the relationships between a person registered in the Swipe system (hereinafter referred to as the “Merchant” or “you”) and a limited liability company “Swipe” registered in the Republic of Latvia under the registration number: 40103999137 (hereinafter referred to as the “Swipe”, ”“we”, “us” or “our”).

We have tried to make these Terms as concise and precise as possible. Still, if you have any questions or concerns or you would like to get better understanding of how we do things at Swipe, please do not hesitate to contact us.

These Terms shall become effective when the Merchant has registered or has submitted an application in the Swipe system.

If not agreed otherwise in written contract between the Swipe and the Merchant, these Terms constitute the final binding agreement between the Swipe and the Merchant.

2. Swipe Service

The service provided by Swipe is a payment gateway and invoicing software (hereinafter referred to as the “Swipe Service” or the “Service”) through system developed and maintained by Swipe (hereinafter referred to as the “System”) that can be accessed on https://swipegateway.com and https://swipe.lv domains or through application programming interface that is described and being updated at https://swipegateway.com/api.

There are two access levels to Swipe system:

  1. Unverified account

Under unverified account, the Merchant can use Swipe system only to send invoices to customers via e-mail or other communication channels and perform online payments in test mode. To receive an access to unverified account the Merchant has to sign up to an account and obtain verification. You can see the information required for registration and register following this link https://swipegateway.com/en/merchant/signup/.

  1. Verified account

Using verified account the Merchant can send invoices to customers, including sending invoices to customers’ mobile phones via SMS, and use Swipe as a gateway to accept payments from Visa and MasterCard (hereinafter both referred to as the “International payment systems”) for invoices, on websites, in mobile applications and using other services.

2.1. Verification process

In order to get verified the Merchant has to submit an application. It can be done in two ways: by filling application form online or by requesting the Swipe manager to fill in the application form for you. In both cases, the application form can be found at any time following this link https://applications.swipegateway.com.

Swipe managers may contact you, in case a bank or other financial institution that processes credit or debit card payments on behalf of a Merchant (hereinafter referred to as the “Acquirer”) requests additional information. Once your application is approved, you will receive a notification about the Acquirer’s offering. Please note that each Acquirer has its own terms and conditions for services, therefore, please pay special attention to the acquiring agreement and its terms.

2.2. Verification deposit

In order to complete the verification process the Merchant has to pay the verification deposit to the Swipe (hereinafter referred to as the “Verification deposit”) in the following amount:

  1. EUR 1.00 (one euro) – in case you choose to fill in the application form unassisted;
  2. EUR 25.00 (twenty-five euro) – in case you request the Swipe manager to fill in the application form for you.

The Merchant receives the Bank details for the payment of the Verification deposit after filling in the application form. The verification process cannot be completed until the Merchant pays the Verification deposit in full amount. In case the Merchant does not pay the Verification deposit within 30 days after filling in the application form, the Merchant’s application is considered withdrawn.

The Verification deposit shall be returned to the Merchant under the following conditions:

  1. A one-euro-deposit will be returned to the Merchant when the Merchant makes the first fund transfer from Swipe;
  2. A twenty-five-euro-deposit will be returned to the Merchant once the Merchant’s turnover within the framework of the Swipe System reaches EUR 2,500.00 (two thousand five hundred euro).

In case the abovementioned conditions are not met within one year after the Merchant submits the application, the Merchant losses the Verification deposit and the Swipe does not refund it.

3. Roles, rights and responsibilities of the parties

Different parties might be involved in rendering the Service to the Merchant. As long as your account is not verified and you use Swipe only for invoicing and performing test payments during the integration process it involves only you and the Swipe. When it comes to using the Swipe as a gateway to accept payments from International payment systems through verified account, other parties get involved: the Acquirer and a person that makes the payment as a private individual or on behalf of organization he or she represents (hereinafter referred to as the “Payer”).

Further, we will define in more detail the roles of the involved parties and their rights, obligations and liabilities.

3.1. Swipe

Swipe’s main role is to render the Service to the Merchant, ensure System’s performance, support Merchants and help them to establish and maintain cooperation with Acquirers. In case Merchant has applied to receive a verified account and the application has been approved by any of the Acquirers, Swipe will expand its functionality for you to be able to accept online payments. In other words, Swipe will become an interface and a management tool for your ecommerce Merchant account opened by the certain Acquirer.

In order to deliver the Service and fulfil obligations towards any party being involved, the Swipe has the right to:

  1. Contact you via e-mail and by phone using the contact information specified in your account and application form in order to support you, deliver notifications from the System and marketing materials and to keep you informed about the Service updates;
  2. Ask the Merchant to prove the grounds of issued invoice or processed transaction by providing documents and explanations with details;
  3. To request verified Merchant to place Swipe badge on the websites, if the Merchant has any, in order to comply with International payment systems rules;
  4. Ask the Payer to provide additional information, including Payer’s personal data;
  5. Share your application details with the Acquirer that is most suitable for you according to the data you specified in the application, in the amount requested by the Acquirer in order to evaluate your compliance with the requirements of the certain Acquirer;
  6. Share your application details to other Acquirers who would be interested in providing payment service to the Merchant (in the amount necessary to evaluate your compliance with the requirements of the certain Acquirer), if previously chosen Acquirer refuses to service the respective Merchant;
  7. Request the Merchant to provide additional information details at any time, if such information is (i) demanded by the state or supervisory institutions or authorities in accordance with the applicable regulatory acts; (ii) requested from your Acquirer; or (iii) needed for Swipe’s internal compliance or risk management procedures. In case you do not provide the requested information, Swipe has a right to cease providing the Service to the Merchant and block the Merchant’s access to the System without providing prior notification. Swipe is not liable for consequences of interruption of providing the Service and/or blocking the access to the Swipe system;
  8. Upon the request of the relevant revenue or tax authorities report to them regarding payment card transactions processed by Swipe on your behalf, to the extent required by applicable law;
  9. Refuse, partially or completely, to provide Service to the Merchant, if Merchant has provided imprecise or improper data during the registration and/or verification process, or stated data becomes invalid;
  10. Refuse, partially or completely to provide Service to the Merchant in case the Merchant’s activity by belief of Swipe is in violation of these Terms, suspected to be fraudulent or violates existing laws and regulations by any means;
  11. Revise and amend these Terms unilaterally, whereas the amendments made are binding for the Parties right after they are published on the Swipe website http://swipegateway.com/terms. We will notify you via email of any updates and amendments to the Terms.

Swipe is responsible for:

  1. Ensuring proper functionality of the software providing the Service;
  2. Communicating with you and your Acquirer in order to ensure the proper rendering of the Service;
  3. Using the collected information in accordance with the provisions of confidentiality specified in these Terms, and avoiding disclosure of the collected information to the parties not mentioned in these Terms.         

3.2. Merchant

Once you set up an account in the System or submit an application for the Service and we obtain your information, we will respect and protect your privacy, data and personal information. Your role is to run a business, service your customers, protect your customers’ data, report and pay taxes, and observe all applicable laws, rules, and regulations.

Each Merchant has the right to:

  1. Create account in the System, submit an application to the Acquirer and access Merchant’s account at any time on https://swipegateway.com and https://swipe.lv domains;
  2. Request support from the Swipe on System solutions, integration, establishing and maintaining the relationship with the Acquirer.

Your responsibilities might differ depending on your account status. In any case, by creating account in the System you confirm that you have the right to disclose the information stated above to us as well as the right to authorise Swipe to process the disclosed information, which may also include transferring this information further, as will be necessary to fulfil Service. 

By receiving the Service, the Merchant (both verified and unverified) is responsible for and undertakes to:

  1. Issue the invoice to the Payer only based on the Payer’s expressed will to purchase a product and/or receive a service from the Merchant. The Merchant is not entitled to use  Swipe Service for no-address mailing of the invoices;
  2. Issue invoices only for goods or services which Merchant is actually providing;
  3. Not to issue invoices for commercial activities carried out by the third parties;
  4. Ensure correctness of the information stated in the invoice by sending the invoice to the addressee;
  5. Comply with the legislation in force in the country where the Merchant trades its goods and renders services, and with other legal norms applicable to the goods or services provided by the Merchant;
  6. Comply with all applicable normative acts in connection with collection, security and dissemination of any personal, financial, or transaction information;
  7. Confirm that you have full right to process the information provided to Swipe or submitted in the System, and you comply with all applicable data protection and privacy rules in this regard;
  8. Pay all related taxes arising from Merchant’s commercial activity. It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper revenue or tax authority;
  9. Acknowledge and agree to the full extent that the Service is related to the use of electronic means of communication, telecommunications and software, and that due to the failure or interruptions in operation of the communications or software, rendering of the Service might be impossible, and that Swipe is not liable for such failures of performance or any related losses incurred;
  10. Prevent access to the System by third parties who are not entitled to act on behalf of the Merchant. If the means of access to the Merchant’s account have become known to the third parties, the Merchant must immediately inform Swipe about it. The Merchant takes full responsibility for the actions of any persons which have access to the Merchant’s account;
  11. Inform the Merchant’s employees, representatives and other involved persons on provisions of the Terms ensuring compliance with provisions of these rules;
  12. Provide Swipe with comprehensive and reliable data in a process of application for a verified account;
  13. Indemnify Swipe all damages and losses resulting from the breach of these Terms by the Merchant or the Payer;  
  14. Indemnify Swipe documented loss and costs resulting from legal proceedings (civil, criminal and administrative), initiated as a result of the activities or omission of the Merchant or the Payer. The losses and costs stated in this Clause shall include: state and other fees, proceeding costs, legal aid expenses, costs resulting from attending court hearings and collection of evidence, as well as any proceeding costs related to the hearing of the case on all court levels (appeal).

Among other, the Merchant confirms that Swipe may use the information collected for the purposes described in these Terms and pass the Merchant application to Acquirers.

Verified Merchant additionally is responsible for and undertakes to:

  1. Issue invoices and accept payments only for goods and services which correspond to the types of commercial activities stated in the application;
  2. Accept payments only for goods or services which Merchant is actually providing;
  3. Not to accept payments on behalf of the third parties;
  4. Store the data proving the grounds for issued invoices or processed payments;
  5. Take full responsibility for storing and book-keeping information on all the invoices issued and payments processed by the Merchant;
  6. Ensure that the Payer is acquainted with these Terms and complies with them;
  7. Take full responsibility for the Payer’s actions and the Payer’s fulfilment of obligations towards the Merchant in the framework of the Terms herein, and to undertake all related risks;
  8. To place Swipe badge on the websites, if Merchant has any, in order to comply with International payment systems rules, if it is being required by Swipe or the Acquirer;
  9. Undertake all the risks related to the receipt of payments from the Payer through International payment systems, including fraud risks;
  10. Inform Swipe on frauds or any other illegal actions, revealed by the Merchant and related to the Swipe Service, immediately, but not later than in 3 (three) business days;
  11. Inform Swipe upon any changes in the data provided by the Merchant in the Swipe application immediately, but not later than in 3 (three) business days;
  12. Provide additional information on demand of Swipe or Acquirer immediately, but not later than in 5 (five) business days after receiving respective request.

3.3. Acquirer

Acquirer’s main role is to review your application, if you have applied to verify your account. Once your application is approved, you will receive a notification from Swipe about the Acquirer’s offering with certain Acquirer’s terms. To define these terms specifically for your business the Acquirer has the right to receive your application from Swipe and review the information provided by you.

Once your application was approved, the Acquirer settles your Merchant account to accept payments from International payment systems. Each Acquirer has its own terms regarding businesses that Acquirer accepts, transaction limits, withdrawal frequency, payout delays, rolling reserves, etc. For this reason, terms of your cooperation with the certain Acquirer are defined in a separate agreement. The Merchant is entitled to obtain Merchant’s funds from International payment systems on the Merchant account provided by the Acquirer and transfer them to the Merchant’s bank account specified in the application in accordance with the terms agreed between the Merchant and the Acquirer.

3.4. Payer

Payer’s role is undertaken by the person that performs payment for the invoice issued by the Merchant using Swipe service.

By making the payment, the Payer confirms existence of an agreement between the Payer and the Merchant on receiving of the service and/or goods, as well as that the Payer is aware and agrees with the provisions of the Terms, accepts and clearly understands all conditions related to the Services provided by Swipe.

The Payer has the right to:

  1. Refuse to pay the invoice and notify Swipe that he/she is unwilling to receive the invoices and/or any other Merchant’s notifications from Swipe;
  2. Request payment refund in cases that are specified in Merchant refund terms;
  3. Submit a claim to the Swipe regarding Merchant business activity, service level or the fulfilment of obligations.

The Payer is responsible for and undertakes to:

  1. Provide reliable data making the payment for the invoice or on Merchant’s website using Swipe system;
  2. Not to perform fraudulent payments using data of the payment cards, that he does not have a right to operate with.

By making the payment, the Payer authorizes the Swipe to retain and process the Payer’s personal data and share a part or full information with the Merchant and the Acquirer, if it is needed for compliance and risk management purposes. Swipe also reserves a right to share Payer’s information with the state or supervisory institutions, if it is demanded in accordance with the applicable regulatory acts.

4. Limitation of liability

The Merchant bears full responsibility and takes all the risks for its dealings with the Acquirer and the Payer.

Swipe is not liable for:

  1. Business relationships between the Merchant and the Acquirer, as well as for any mutual claims between the Merchant and the Payer or between the Merchant and the Acquirer;
  2. For any damage, loss or injury resulting from hacking, data tampering or other unauthorized access that had arisen due to your failure to use or implement security controls that are appropriate for your business;
  3. Losses resulting from the fact that the Swipe was not timely informed about the changes in the Merchant’s account information or if such information was stated incorrectly;
  4. Calculation, collection, reporting and transferring of taxes to any tax authority arising from any Merchant’s activity or payments in the System;
  5. Cases when monetary funds paid by the Payer have not been transferred to the Merchant’s bank account due to a collapse or technical failures in the System or by the fault of the Acquirer;
  6. Losses resulting from the fact that the access means to the Merchant’s account in the System were disclosed to the third parties;
  7. Losses or expenses of the Merchant and/or the Payer resulting from the technological and/or technical peculiarities and/or System errors or the Service that hasn’t been provided;
  8. Losses resulting from the fact that the third parties, involved in the provision of the Service, have not been fulfilling or have been fulfilling their liabilities unduly.

5. Miscellaneous provisions

  1. Terms are laid down and governed in accordance with provisions of the regulatory acts and the laws of the Republic of Latvia;
  2. Names and titles of the sections herein are given for the convenience purposes; therefore, they do not affect understanding of the Terms;
  3. Swipe provides the Service until the Merchant notifies the Swipe on refusal from the Service, or until Swipe interrupts providing the Service to the Merchant in cases specified in these Terms;
  4. If it is established that any of provisions of the Terms is invalid in accordance with the applicable law, other provisions are still in force and valid and should be interpreted in a context of the initial purposes and in full compliance with the applicable legislation;
  5. The up-to-date edition of the Terms is available in the System following the link www.swipegateway.com/terms.

6. Force Majeure

Each of the parties – the Swipe and the Merchant (hereinafter both collectively referred to as the “Parties” and each separately - the “Party”) shall be released from the liability for full or partial non-execution of obligations, as well as improper fulfilment of liabilities under these Terms, if such non-execution resulted from the force majeure emerged after the Parties have established relationships under the Terms, provided that the Party could neither foresee nor reasonably prevent such circumstances and that such circumstances directly affected the stated Party’s ability to fulfil its obligations resulting from the Terms.

  1. In case of the commencement and cessation of the force majeure, the Party facing inability to fulfil its obligations shall notify other Party about such circumstances immediately but not later than in 3 (three) business days.
  2. If the Party facing inability to fulfil its obligations under these Terms has not duly informed the other Party, it loses the right to justify non-fulfilment of its obligations with the force majeure.
  3. The Party facing inability to fulfil its obligations is entitled not to fulfil only those obligations, directly affected by the force majeure. The liabilities unaffected by the force majeure are subject to fulfilment in accordance with the Terms herein.
  4. The Party facing inability to fulfil its obligations due to the force majeure shall take all reasonable measures to eliminate force majeure circumstances, as well as their consequences.
  5. The fact of force majeure circumstances shall be proven by the Party, which justifies non-fulfilment of its obligations under the Terms by these circumstances.
  6. If the force majeure circumstances and their consequences last longer than 20 (twenty) business days, the Parties are obliged to cooperate mutually with a purpose to define new conditions for fulfilling the liabilities under the Terms. If the mutual agreement between the Parties is not reached in next 5 (five) business days, any of the Parties is entitled to cease fulfilment of its liabilities under the Terms unilaterally, informing the other Party hereof in writing at least 5 (five) business days ahead.

7. Termination

Swipe can terminate rendering the Service to the Merchant for any reason notifying the Merchant one month in advance or immediately in certain circumstances (such as where the Merchant breaches these Terms). You can terminate the receipt of the Service at any time. Termination of the Service does not alter your responsibility and liability for your previous activity and payments in the System.

8. Disputes

Performing any activities governed by these Terms, the parties – the Merchant and the Swipe – undertake to comply with the regulatory acts of the Republic of Latvia and the International Payment Systems Rules.

Any disputes and discrepancies between the parties mentioned in these Terms (the Merchant, the Payer, the Acquirer and the Swipe) shall be settled by means of negotiations. If an agreement could not be reached, the dispute shall be resolved in a court of general jurisdiction of the Republic of Latvia.

The substantive and procedural laws of the Republic of Latvia, as well as the provisions of the International Payment Systems Rules, apply for resolution of any disputes between the parties.

9. Intellectual Property

The principle of operation of the Swipe Service, as well as all the ideas and knowledge related to the Service, including the System software, the interface of the System and its program code, is the intellectual property of the Swipe. The abovementioned intellectual property cannot be used in any way outside the scope of the Service provided by Swipe and without the prior written consent of the Swipe.

10. Confidentiality

The information indicated in the Merchant’s application, as well as any information related to the Merchant’s transactions or business activity in scope of the Swipe Service, is considered to be confidential and Swipe undertakes not to disclose the abovementioned information to the parties not mentioned in these Terms without the prior written consent of the Merchant (except for the cases when such disclosure is caused by the request of the state or judicial authorities in accordance with the applicable law).

The information stated above is not considered confidential in the following cases:

  1. The information is publicly known and is generally available in the public domain;
  2. The information is already in the possession of the Swipe on a non-confidential basis;
  3. The information is obtained by the Swipe from a third party without a breach of such third party’s obligations of confidentiality.

The Swipe has the right to disclose the information indicated in the Merchant’s application to the potential Acquirers in order to provide the Service.