This document sets out the Terms and conditions that apply when you use your payware ISV partner account to process payment transactions on behalf of a payware Merchant Account. We call it our "Independent Software Vendor Payment Information Exchange Terms" (or just the "Terms" or the “Agreement” in this document).
These Terms, along with our payware Independent Software Vendor Account Terms, Fees pages and any other Terms and conditions that apply to our services, form a legal agreement between:
If there is any inconsistency between the payware Independent Software Vendor Account Terms and these Terms, these Terms will apply in respect of the inconsistency. If a word or phrase is not defined in these Terms, it will have the meaning given to it in the payware Independent Software Vendor Terms.
These Terms, the payware Independent Software Vendor Account Terms are available on our website and you can download or ask for a copy of these Terms by email at any time.
It's important for you to understand how your account works.
If you'd like more information, you might find it helpful to read our FAQs. The FAQs are for information only. They don't form part of our agreement with you.
We call the payment information exchange product that we provide under these Terms the “Services”.
To use the Services, you must have, and continue to have, a payware Business account. If your payware Business account is closed, you will no longer be able to use the Services.
To use the Services, you must also apply to, and be accepted by, us. If we accept your application, we will activate your "Business Account" of ISV Account type, which is used to access the Services.
To apply to use the Services, you must provide us with the information we request about your business.
This might include:
We call all this together the "Information".
As well as reviewing the Information you provide, we may also need to undertake further due diligence which may include retrieving information about you and your business or business activity from third parties. These third parties may include our service providers, credit reporting agencies, background checks and information bureaus. By agreeing to these Terms, you agree that we may retrieve this information, and you also agree that you will provide us with any reasonable assistance to provide that information.
We may also request Information from you, retrieve information about you, or review the information we hold about how you are using the Services, after your account is opened. If any Information you have previously provided changes or becomes incomplete or out of date, you must let us know. If you make any material changes to your business or your business activity, you must let us know as well.
We will review all the Information provided by you and the information retrieved about you from time to time and decide about whether to activate (or deactivate) your ISV Account or disable the Services in your account.
When you use a specific payment information exchange method, we may also need to share any information received from you, or information obtained about you, or the information we hold about your use of the services, with the partners we use to process that payment information exchange method. We may need to do this when we are deciding whether to offer you the Services, or while you're using the Services.
You shall only use the Services for processing payments from Merchant Accounts that have granted authorization to you. In this Agreement, these Merchant Accounts shall be referred to as "Customers" and each payment processed for such Customers shall be referred to as a "Transaction”.
You can also only use the Services yourself, and only in your own right, in the course of your business activities. This means that you cannot allow anyone other than you to use the Services and you cannot use the Services to accept or process payments on behalf of anyone else. It also means you cannot use the Services in a personal capacity, outside of your business activities. You are responsible and promise to pay us immediately if we suffer any loss relating to any acts and omissions of anyone who uses your account to access the Services.
You must also use the Services in a lawful and proper manner. This means that you must obey all international and domestic laws, rules, and regulations that apply. These may include the requirements of payment systems or other third parties, as well as legislative bodies.
You must comply with any requirements relating to refunds, chargebacks, the use or provision of financial services, payment services, notification and consumer protection, unfair competition, privacy, advertising, and any other laws relevant to your Transactions. These include the Law on measures against money laundering of Republic of Bulgaria, the Law on measures against the financing of terrorism of Republic of Bulgaria, EU General Data Protection Regulation, the Data Protection Act of Republic of Bulgaria, the Consumer Protection Act of Republic of Bulgaria.
You cannot use the Services to process any other transactions prohibited by these Terms either.
If you process any transactions that are prohibited by these Terms, the payware ISV Account Terms, or any other law or agreement between us, or we think your business is exposing us to an unacceptable risk, then we may immediately terminate or suspend your use of the Services, or refuse, condition, or suspend the activities we think are in breach. We may also do this if we think you are trying to or are likely to do one of these things, even if you don't actually do it.
You cannot use the Services to process any "Illegitimate Transaction". This means any transaction which is inaccurate, incomplete, not typical for your business, without the Customer's authorization, contrary to any applicable laws, suspicious, fraudulent, or made for purposes other than in connection with the business purposes you have described to us. It also includes any transaction which is not a legitimate legal commercial transaction between you and your Customers for goods or services that are free of liens, claims, and encumbrances.
We have no way of knowing if a transaction is an Illegitimate Transaction and you are responsible for identifying and preventing any Illegitimate Transactions. You must monitor whether your transactions are Illegitimate Transaction and, if you are unsure, take steps to ensure they are not Illegitimate Transactions before submitting them for processing. You are solely responsible for any losses you incur due to any Illegitimate Transactions.
What type of business can you undertake?
You may not use the Services to enable you or any other person to benefit from any activities that we decide are a prohibited business or activity from time to time (collectively, "Prohibited Business"). Prohibited Business includes the use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, or Republic of Bulgaria. It also includes any business which we or any third party we use to process payments otherwise decides is a Prohibited Business.
If you are uncertain whether a category of business or activity is a Prohibited Business or have questions about how these restrictions apply to you, please contact us.
Whenever using the Services, you must also not do the following things, and must ensure that any third parties do not do them using your account:
You are solely responsible for your relationship with your customers. This means that you are solely responsible for the nature and quality of the products or services you provide, their delivery, support, refunds, returns, disputes, and chargebacks, and for any other aspect of your relationship with your customers. You undertake to us to meet your responsibilities to your customers under any applicable laws.
We are not responsible in any way for your relationship with your customers or otherwise for the products or services you publicize or sell. In particular, we will not provide your customers with any support regarding Transaction receipts, product or service delivery, returns, refunds, and any other issues related to your products, services or business.
However, it is very important to us that your Customers understand the purpose, amount, and conditions of the charges you submit using the Services. With that in mind, when using the Services you must:
Business Fees
For your ISV Account, we will provide the Services to you according to the limits and fees set out on our Fees page (the "Fees"). The Fees shall be considered a part of this Agreement, in addition to any other agreements executed between you and payware. The Fees might include costs for Transactions (such as processing a payment) and for other events connected with your ISV Account plan.
Our Financial Agreement is net of taxes and exclude any applicable taxes, fees and other financial liabilities imposed by any governmental authority, including any value added tax, withholding tax, goods and services tax, sales tax and applicable indirect and transactional taxes that are due, payable and/or levied on Transactions and/or your use of the Services (the "Taxes"), except as expressly stated otherwise. You have sole responsibility for determining what Taxes apply when you use the Services and complying with your reporting and other obligations.
We may send documents to you and Tax authorities for Transactions processed using the Services. This may include the filing of periodic informational returns with Tax authorities about your Transactions.
Even though you are solely responsible for your Taxes, if we incur any third-party claims, losses, damages, costs, expenses, demands, and/or fines in connection with your failure to discharge your responsibilities in respect of Taxes, then you shall reimburse us for all such claims, losses, damages, costs, expenses, demands, and/or fines immediately upon demand.
In addition to the Fees, you are also responsible for any and all costs, penalties, liabilities, charges, fees, levies, expenses and/or fines imposed on you or on us by us or any third party in connection with your use of the Services. This means you must pay any such amount on demand.
It is important to note that payware immediately exchanges payment-related information. However, the actual transfer of funds from the payer's account to payee account is handled by the payer and payee payment institution. The timing of the receipt of payments may vary depending on the location of the accounts involved. In the event of a closed-loop transaction, where both the payer and the payee have accounts with the same payment institution, the payment should be received immediately or by the end of the day. If the payer's account is with a different payment institution within the same jurisdiction as the payee, a similar timeframe is expected. However, if the payer's account is with a different payment institution located in a different jurisdiction, the transfer may take longer and may incur additional fees from intermediary payment institutions for cross-jurisdictional transactions.
Pursuant to the provisions of these Terms, payware shall provide prompt notice to you of the unconditional and irrevocable commitment made by the payer's payment institution to effectuate the transfer of funds to payer’s registered payment account. This notice shall be delivered in the form of a notification displayed on payee payware business web portal in addition to you via API. No acknowledgment of receipt is required from the payee to consider the notice as validly served. However, it is required from you to provide such acknowledgment of receipt via API. Upon receipt of such notice, you acknowledge and agree that payware shall be discharged from any and all liabilities, obligations, or responsibilities arising from the transaction, including, but not limited to, the receipt of funds by Merchant registered payment account. This discharge shall be binding and enforceable under the provisions of these Terms and applicable law.
Multi-currency processing
We allow you to process payments from Customers in different currencies. We call these things "Multi-Currency Processing".
If you use Multi-Currency Processing, the transaction involved payment institution will identify the currency exchange rate and any fees at the time of the charge. If a Transaction is subsequently reversed (for example, if you action a refund), the transaction involved payment institution will apply the currency exchange rate at the time of the reversal, not that rate as at the time of the original transaction.
Disputes, refunds, and chargebacks
Even authorized Transactions may be subject to a dispute by a payer, or otherwise reversed. We are not responsible for, or liable to you, for any Transaction which is later the subject of a dispute, refund, chargeback, other reversal or which is otherwise submitted without authorization or proper basis. Rather, you are responsible to us in such cases.
If a Transaction is reversed, this means that the amount you received will be taken out of payee registered accounts and returned to the payer. This will be shown on payee payment institution’s transaction history. For example, payment institution may reverse a Transaction where:
You are also responsible for all losses you incur when lost or stolen credentials or accounts are used to purchase products or services from your Customers. This is because we do not protect you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including any disputes, even if you do not recover the fraudulently purchased product.
Reconciliation and error notification
You will find information about transactions and other activities in your ISV Account in the payware business web portal. Except as required by law, you are solely responsible for reconciling the information in the payware business web portal or through the payware APIs generated by your use of Services with your records and for identifying any errors. We provide no warranties, assurance or guarantees that the information set out on the payware business web portal or through the payware APIs will be always error free or up to date, or that access to the payware business web portal or through the payware APIs will be uninterrupted.
You agree to review your ISV Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by payware or a third party we use to provide the Services, and, when appropriate, attempt to rectify them. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error.
For transaction errors, we will work with you and our third-party providers to correct a transaction error in accordance with any applicable rules, regulations or laws. If you fail to communicate an error to us for our review without undue delay and, in any event, within 13 months after you discovered it, you waive your right to make any claim against us or any third party we work with to deliver the services.
On top of these Terms, additional Terms may apply for some specific payment information exchange methods or types. We call these "Specific Terms".
If Specific Terms do apply to a payment information exchange method, we'll let you know before you use the method, and the Specific Terms will form part of this agreement once you use the payment information exchange method. We may add, remove, or change payment information exchange methods at any time. When we do so, we will add, remove, or change the relevant Specific Terms, and let you know. Your continuing use of a payment information exchange method will constitute your agreement to any such additions, removals, and changes. The Specific Terms that apply from time to time are set out in Schedule 3.
Specific Terms, or additional Terms for payment information exchange methods or types, may or may not be otherwise expressly referred to in these Terms.
Our Privacy Notice (the "Privacy Notice") sets out how we acquire use and process Personal Data and applies to the provision of the Services. You acknowledge that you have read the Privacy Notice. Capitalized Terms used but not defined in this section have the meanings given to them in relevant data protection laws.
Personal Data provided in accordance with these Terms may relate to your individual employees, representatives, or officers using the Services. Where we process such data, you act as Controller where you determine the purpose and manner of processing. In such circumstances, the provisions of Schedule 1 (Data Processing Addendum) shall apply.
Personal Data disclosed in accordance with these Terms may relate to natural persons, Customers of payware’s counterparties (banks, other financial institutions and/or organizations, etc.). Where you process such data to perform the Services you act as our Processor only where the third parties determine the purpose and manner of processing. In such circumstances, the provisions of third-party data protection administrator policy shall apply.
However you acknowledge and agree that where we each determine the purpose and means of Personal Data processing payware and you are each independent and separate Controllers in respect of the Disclosed Personal Data and as such, each of you and us shall solely determine the legal basis and conditions for which it processes the Disclosed Personal Data as described in its privacy notice or other notice required under relevant data protection laws.
We will process the Disclosed Personal Data as a Controller for the purposes of providing the Services as necessary to comply with all applicable legal and regulatory requirements, for the purposes of our internal fraud, security, risk management, and as set out in the Privacy Notice, to the extent relevant to the Services.
Without limiting your obligations and our rights above, in respect of any Disclosed Personal Data processed pursuant to these Terms you represent and warrant to us that, acting as a Controller, you will:
Subject to any liability limitation in these Terms, you and we agree that you and we will be held liable for violations of relevant data protection laws towards Data Subjects as follows:
Outside of these Terms, we may separately agree in writing to make certain payware logos or marks ("payware Marks") available for use by you to allow you to identify payware as a service provider. If we do, payware may limit or revoke your ability to use payware Marks at any time in writing.
You can only do this if we separately agree in writing that you can. If we do not have a separate agreement, you cannot use any payware Marks or any of payware's other intellectual property rights including, without limitation, patents, rights to inventions, copyright and related rights, moral rights, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in API documentation, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights without first entering into a separate license agreement with us in respect of the same.
You shall not, nor directly or indirectly assist any other person to use the payware Marks except as permitted under this Agreement, in a way that is misleading as to the ownership of the payware Marks or otherwise do or omit to do anything to diminish the rights of the Licensor in the Mark or impair any registration of the payware Marks.
You agree that we can publicly identify you as a payware partner in our marketing and/or promotional material in respect of the Services. If you do not want us to identify you as a partner, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and payware. Upon termination of your ISV Account, both you and payware will remove any public references to our relationship from our respective websites or other publicly available materials.
You may only use the trademarks or service marks of third parties we work with to deliver the Services in accordance with your rights to do so. You are not granted any such rights in these Terms.
These Terms begin as soon as you accept them. They'll remain in place until we change them, or until you or we exercise our rights to end them.
How can you or we end these Terms?
You can end this agreement at any time by closing your payware ISV Account, but you’ll need to settle any amounts you owe to us as a result of your use of the Services.
We can end this agreement at any time by giving you two months' notice. We can also end it at any time without giving you notice, if:
If you or we end these Terms:
How can these Terms be changed?
If we add a new product or service, or new Specific Terms, that do not change this existing Agreement, we may add the product, service, or Terms immediately and let you know before you use it.
Otherwise, we'll give you 60 (sixty) days' notice before we make any change to this Agreement or our fees. We'll assume you're happy with the change unless you tell us that you want to close your account before the notice period ends.
You cannot change these Terms.
How will we provide you with notices?
We may need to provide you with information or notices under these Terms. We'll do so by letting you know through the payware business web portal or by contacting you at your registered email address. We'll consider something to have been received by you as soon as we send it.
Who has rights under these Terms, and can they be transferred?
These Terms are personal to you, and you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
We may at any time merge, reorganize, spin-off, transform or execute any other form of reorganization or restructuring of our company or business and/or assign, mortgage, charge, novate declare a trust over or deal in any other manner with any or all of our rights under these Terms. You agree and permit us to perform any of the above actions.
Anyone who is not a party to these Terms has no right to enforce or enjoy the benefit of any term of this Agreement. However, any third party we use to provide these services or any affiliate of payware may enforce or enjoy the benefit of the Terms of this Agreement.
What set off rights do we have?
You agree to pay all amounts owed to us and to our affiliates on demand. This includes amounts owed to us outside of these Services. If you don't, you will be liable for any costs we incur during collection in addition to the amount you owe.
At any time during the term of this Agreement and your use of the Services, we may require you or your directors, parent company or other nominated third party to provide a personal or company guarantee (a "Guarantee"). If we require you to provide us with a Guarantee, we will advise you of the amount of, and the reasons for the Guarantee. If you fail to provide such Guarantee, then we may immediately suspend or terminate your ISV Account.
When will you be liable for third party claims against us?
In addition to your other obligations under this agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You indemnify, and keep indemnified, us payware, our affiliates, and their respective employees, agents, and service providers (each a "payware Entity") in full and on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by a payware Entity arising out of or in connection with:
What representations and warranties are (and are not) being provided?
By accepting these Terms, you represent and warrant that:
We do not provide any warranties.
We provide the services and payware IP "as is" and "as available", without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, non-infringement, or any other type of warranty or guarantee. No data, documentation or any other information provided by payware or obtained by you from or through the services — whether from payware or another payware Entity, and whether oral or written — creates or implies any warranty from a payware Entity to you.
You confirm that no payware Entity controls the products or services that you offer or sell or that your customers purchase using the services. You understand that we cannot guarantee, and we disclaim any knowledge that your customers possess the authority to make, or will complete, any transaction.
payware disclaims knowledge of, and does not guarantee:
Use of data you access or download through the services is done at your own risk — you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access or download. You understand that payware makes no guarantees to you regarding transaction processing times or settlement times to your registered payment institutions’ accounts.
Nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under applicable law where to do so would contravene that law or cause any term of this Agreement to be void.
How is liability limited?
Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under the indemnities provided in these Terms, or any other matter that cannot be excluded by law.
Under no circumstances will any payware Entity be responsible or liable to you for any:
payware Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your ISV Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure other than to the extent such event arises directly from a breach of this Agreement by payware.
payware Entities have no liability to you or others caused by:
Subject to these Terms, payware Entities' aggregate liability under or arising out of this Agreement, whether arising in contract, tort, (including liability for negligence) statute or otherwise, to you shall be limited to the amount of Fees paid by you to payware during the three-month period immediately preceding the event that gave rise to your claim for damages.
The limitations on payware Entities' liability to you set out in this section will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
Who is this agreement between and what is our relationship?
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
You and we agree that you and we are acting on our own behalf and not for the benefit of any other person.
Is this agreement the entire agreement?
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
What happens if you have a complaint?
If you'd just like to speak to someone about an issue that's concerning you, please contact us through the payware support center. We can usually settle matters quickly. You’ll probably need to give us the information below.
If you prefer you can make your complaint using our complaints online form. Or you can email us at formalcomplaints@payware.eu.
You’ll need to tell us:
We'll look into your complaint and respond to you by email. We will communicate with you in English.
See Complaints Policy for more information about our complaints handling procedure.
What happens if we have a dispute under these Terms?
There is no waiver under these Terms. This means that a person can only waive any right or remedy under this Agreement or at law by giving written notice, not through their actions. In particular, a failure to exercise all or part of a right or remedy shall not be a waiver or limitation of all or part of that right or remedy.
If a dispute arises between you and payware (each a "Disputing Party") arises out of or in connection with this Agreement or its subject matter, formation, validity or enforceability (including non-contractual claims) (each a "Dispute") then, except as expressly provided in this Agreement, the Disputing Parties shall follow this dispute resolution procedure.
Either Disputing Party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with any relevant supporting documentation. Any notice you give to us will be considered to be served when we acknowledge receipt. Following service of the Dispute Notice, the representatives of each of the Disputing Parties shall attempt in good faith to resolve the Dispute.
If the Dispute is resolved by the representatives within 15 working days of service of the Dispute Notice, the settlement shall be recorded in writing and signed by each of the Disputing Parties within 5 working days.
If the representatives of the Disputing Parties are for any reason unable to resolve the Dispute within 15 working days of service of the Dispute Notice, either Disputing Party shall be entitled to commence proceedings. However, nothing in these Terms prevents either Disputing Party from making any application for injunctive relief that it considers necessary to protect its position.
What law applies and what courts can assess it?
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.
You and we irrevocably agree that the courts of the Republic of Bulgaria in Sofia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Schedule 1
Data Processing Addendum
For the purposes of this Schedule 1, Terms used but not defined will be interpreted in accordance with "What data protection obligations do you have?” in the above Terms.
payware and you understand and acknowledge that payware may, in certain limited circumstances, process Personal Data as a Processor on your behalf when providing you with the Services pursuant to the Terms of this Agreement. Schedule 2 (Data Processing Information) to this Agreement sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the types of Personal Data processed by payware as Processor and categories of Data Subjects whose Personal Data are processed and the obligations and rights of the Controller.
To the extent that payware processes Personal Data on your behalf during the course of providing the Services pursuant to this Agreement, then payware agrees that with respect to such Personal Data it shall:
Schedule 2
Data Processing Information
Subject matter of the processing:
Payment Information Exchange Services Agreement (the "Agreement").
Nature and purpose of the processing:
To enable the provision of Services by payware to you under the Agreement where you solely determine the purpose and manner of processing (as set out in the Agreement).
Duration of the processing:
The processing will last for the duration of the Agreement and for such period after the expiry or termination of the Agreement as is necessary to allow the Parties to comply with their legal obligations.
Types of Personal Data:
Categories of Data Subjects:
The personal data transferred concern the following categories of Data Subjects:
Schedule 3
List of Specific Terms