Terms and Conditions
Following are the terms and conditions in which Areto Systems limited provides services to its merchants
Areto Systems Limited (known as the “Payment Gateway or Payment Service Provider or Broker”) offers services to the Merchant subject to the consideration, terms and conditions, and this on the basis of information given by the Merchant regarding the type of business, type of transactions, and financial information submitted with the application.
1. Use of Services
- 1.1. The Merchant agrees to adhere to terms and conditions set by Areto Systems Limited and all specifications that may be provided, in writing, in applying for any service and/or using any deliverable provided by the Payment Gateway.
- 1.2. Chargebacks and Request for Information: The Merchant is exclusively responsible to act promptly on any chargeback, dispute or request for information requested by the bank. The Payment Gateway will from time to time support the Merchant at the Payment Gateway’s own discretion.
- 1.3. Misuse: Merchant is to disclose immediately upon becoming aware of any misuse of deliverable including any hacking attempts and/or potential breaches in the security of the Payment Gateway. Without prejudice to the generality of the above the Merchant is to prevent and inform us should he have a reasonable suspicion that money is being laundered in any manner through the use, even partial, of any deliverable.
- 1.4. Security: The Merchant is responsible to ensure that any computer(s) used to create, maintain, and transmit on-line transactions are secured against tampering prior to transmission by implementing commercially reasonable 1) physical security, 2) personnel and access controls to protect against unauthorized access and use, and 3) network security to ensure secure storage and distribution of the data.
- 1.5. Source Document and Data Security: The Merchant shall employ such commercially reasonable methods, acceptable to the Payment Gateway, to securely store all source documents until destruction and all payment and banking information related to payment transactions. The Merchant agrees that he/she is solely responsible for the security and provision of back-up copies of its data.
- 1.6. Material Changes: The Merchant is to notify the Payment Gateway in writing should any material change occur to the type of business conducted or type of transactions being initiated, and further agrees to provide the Payment Gateway with updated financial information and financial statements from time to time when so requested by the Payment Gateway.
- 1.7. Disrepute: The Payment Gateway shall have the right to suspend and/or terminate the rights and services it grants at any time with immediate effect by notice in writing to the Merchant if the Merchant, in any way or form, causes damage or acts in a way that could cause damage the Payment Gateway’s reputation and does not suitably rectify the same with two weeks of being notified of such damage. Such actions include but are not limited to: indecent website content, offensive political or religious content, unethical advertising, and other similar actions but do not include legitimate actions lawfully taken by Merchant.
- 1.8. Announcements: Merchant must agree not to make any announcements or press releases without prior written consent.
- 1.9. Usage: The Merchant is responsible to adhere to regulations imposed by the Payment Service Provider and the associations which include and is not limited to Visa, Mastercard, JCB, Amex. Failure to adhere to such regulations may result in immediate termination of the gateway account.
- 2.0. Acceptance: By signing up to any of the products offered by the Payment Gateway, the Merchant understands and accepts the Terms & Conditions listed.
2. Processing of transactions
The Merchant, upon request, is to provide the Payment Gateway all information that may be necessary to route any transaction. All transactions routed through the Payment Gateway shall be processed in a timely manner. The Payment Gateway shall reject all and any transactions which do not comply with the requirements of the terms and conditions set by Areto Systems Limited and/or do not conform to the documentation provided including by third parties authorized to receive the transaction. The Payment Gateway shall notify the Merchant of any transaction rejected or held by such third parties through electronic status updates, upon becoming aware of the same. It shall be the responsibility of the Merchant to review any transactions rejected or held by such third parties for any reason whatsoever. The Payment Gateway reserves the right to suspend completely or partially the routing of transactions where it is informed by a third party that the same shall not be accepting transactions from the Merchant for any reason whatsoever. The Payment Gateway further reserves the right to reject any transaction if the Merchant is not otherwise in compliance with the terms set by Areto Systems Limited.
The Payment Gateway warrants that (1) the use of any deliverable as per specifications provided does not infringe upon any patent, copyright, trademark, trade secret or other proprietary right of any third party; (2) the Merchant can use the deliverables without liability. The Merchant warrants that (1) it has obtained all information it deems necessary regarding the deliverable and after seeking any applicable advice has found the service suitable for its purposes; and (2) it is and will remain, throughout the duration of this contract, so compliance with all applicable regulations and in possession of any requisite licenses governing the use of its website and the deliverables provided.
We are international brokers of payment services. We rely on third-party acquirers, processors and ISOs to conduct business diligently and in a timely manner. The Merchant shall hold harmless and indemnify the Payment Gateway against any and all claims, actions, loss, liability or expense of whatever nature resulting from or arising out of any breach or violation of Merchants obligations or towards any third party. For the avoidance of doubt it is further agreed that the Merchant shall reimburse to the Payment Gateway all expenses including fees, penalties and costs that may be imposed upon the Payment Gateway by any third parties to whom transactions are routed.
For the purpose of the terms and conditions set agreed between Areto Systems Limited and the merchant, actual damages shall never include loss of profit, impact of fraudulent activity on Merchant Business, chargebacks, refunds, and other indirect damages. The Parties acknowledge that from time to time, as a result of hardware failure, supplier failures, malfunctions or other force majeure the provision of services may be provisionally disrupted. The Merchant acknowledges and agrees that the Payment Gateway shall not be liable for any damages in connection with such temporary disruptions nor any other disruptions incurred by third party processors, PSPs, ISOs or acquirers.
6. Force Majeure
Except for Licensee’s payment responsibilities, neither Party shall be liable for any delay or failure to perform any material obligation, if the failure is due to an event beyond its reasonable control. Such delay or failure shall not constitute a breach of this Contract and the time for performance of the affected obligation shall be extended by such period as is reasonable. For the avoidance of doubt it is understood that events beyond their control shall include but not be limited to any law, order, regulation, direction or request of the Government of Malta or of any other Government, of any Department, Agency or Corporation of any one or more of such Government, or of any supranational legal authority; strikes or other labor difficulties; criminal acts and the misuse of computer equipment and software by third parties; insurrection; riots; national emergencies; war; acts of public enemies; fire; floods or other catastrophes; acts of God or any causes of like or different kind beyond our or your control and duly communicated and justified to the other party.
7. Intellectual Property Rights
The intellectual property rights appertaining to or arising from or in connection to any and all deliverable shall belong solely and exclusively to the Payment Gateway, and the Merchant is irrevocably renouncing to any rights it may have in the same. The Payment Gateway hereby grants the Merchant a perpetual non-exclusive and non-transferable license to use any such intellectual property provided that the Merchant shall not be entitled to sub-license the use of the whole or any part of the intellectual property nor shall it be entitled to modify, distribute, transfer, reverse engineer or reverse compile any deliverable or prepare derivative works incorporating the Deliverable. The Merchant shall use its best endeavors to protect the Payment Gateway’s ownership of the intellectual property.
When an agreement is set set between Areto Systems Limited and the merchant, this will become effective upon its execution and will continue for a period and shall be renewed as set in the agreement.
This Agreement and any Service provider by the Broker may be terminated by either the Merchant or the Broker immediately by notice in writing to the other party in the event that the other party is in material breach of any of the terms of the Agreement and has failed to remedy such material breach (if capable of remedy) within thirty (30) days of the receipt of notice requiring the same to be remedied; or the other party becomes insolvent or suffers or permits the appointment of a receiver for its business or assets or becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or is wound up or liquidated, voluntarily or otherwise. In addition and without prejudice to the above the Payment Gateway is entitled to terminate the agreement immediately without liability in the following circumstances; (1) The Merchant fails to pay the fees due in terms of the agreement when they fall due following three notifications by the Payment Gateway; (2) The Merchant fails to adhere to any warranty provided; (3) Should the Merchant’s agreements with other third parties for the processing of data routed by and through the Payment Gateway be terminated for any reason whatsoever;(4) The Merchant and any of its principals, officers, directors or associates becomes the subject of a judgement of whatsoever nature showing illegality or any other forms of misconduct in the Merchant’s operations.
10. Suspension of service
The Payment Gateway reserves the right to suspend processing or terminate the agreement between both the provider and merchant, in the event of a material change in Merchant’s business or type of transaction.
11. Survival Clause
The termination of such an Agreement, for whatever reason, shall be without prejudice to any accrued rights of the parties existing at the date of termination, including damages. It is being further agreed that the clauses regulating jurisdiction, dispute resolution, confidentiality, liability and indemnity shall survive termination of an agreement between the merchant and Areto Systems Limited.
The Parties agree to keep strictly confidential and not to disclose, publish, or in any manner whatsoever disseminate information relating or connected to the other business, business practices, or such other information that would reasonably be held to be confidential. For the avoidance of doubt confidential information shall include but not be limited to rates, discounts, fees, and any charges and/or business practices and processes related to this contract and the deliverable. This obligation shall apply to all information relating to the other Party, or the other Party’s clients and/or associates received or obtained as a result of entering into a two-party agreement. Confidential information shall only be disclosed by a party to the extent that it is required or authorized so to do by any judicial, governmental or regulatory authority. The Parties shall take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.
14. Usage of Email Address
When signing up for any services with Areto Systems, whether through a landing page, the sign up form, or via email or phone, Areto Systems assumes there is interest to receive promotional emails or industry news. This means you have opted in to receive our emails. You can opt out at any time by using the unsubscribe link found in our emails.
Areto Systems Limited