The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your” or the “Merchant”) and Adson AS (“Adson”, “we”, “our” or “us”) which governs your use of our payment processing and other services, our web portal (“Portal”), our apps and other software (“Software”) and any version of our card acceptance devices (“Terminal”) (together, the “Services”).
Adson is a payment institution authorised by the Estonian Financial Supervision and Resolution Authority. Adson is a public limited company, incorporated in Estonia, registered number 14892025 registered office at Keemia tn 4, 10616, Tallinn, Estonia.
Adson is a payment facilitator, providing you an easy way to accept card payments at the Point of Interaction (“POI”) and receive funds resulting from these transactions. To do this, we have entered into agreements with banks and financial institutions that process credit or debit card payments (“Acquirers”) and other third parties.
Your use of the Services is governed by these Terms as well as the requirements and guidelines (together the “Card Scheme Rules”) established by our Acquirers, Visa Europe Limited, MasterCard Europe S.A., American Express Limited and other applicable payment card organisations (together, the “Card Schemes”).
This agreement is separated into three parts: Part One describes all of the terms governing your use of the Services. Part Two describes the terms particularly governing payment processing as part of the Services. And Part Three contains additional legal terms determining the legal relationship between you and us.
If you have any questions or concerns regarding the content of these Terms or would like to get a better understanding of how the Services work, please do not hesitate to contact us.
1.1. Our Services enable you to accept payment card transactions (“Transaction(s)”) for your customers (“Cardholder”) with the use of a payment terminal (“Terminal”) provided by us. An up-to-date list of the accepted payment cards (“Cards”) is available on our website.
1.2. You use the Services by accepting card transactions on a Terminal provided by us: enter the payment amount manually or send it to the Terminal via your electronic cash register (“ECR”) or a payment app. Then, the Cardholder inserts their card or taps their card, smartphone or other device equipped with near field communication technology (“NFC”). Last, the Terminal may prompt for the Cardholder for their PIN or signature and then initiates the process of authorising a Transaction.
1.3. We will cause any funds resulting from your Transactions to be credited to us and pay out any amounts owed to you under these Terms to your registered bank account after we have received them (“Payout”).
1.4. You have selected a plan (“Plan”) from the Pricing and Plans options available on our website. You can switch among our Plans throughout your contract period per the terms detailed for each of our Plans.
1.5. You are responsible for any applicable fees of the Plan you select. By accepting these terms, you declare and confirm that we will charge and collect from you the fees defined by the Plan you have selected. Our website details our current Pricing and Plans.
1.6. By accepting these terms, you declare and request from us that we may charge different fees for different card products or blended fees for different Card products per your Plan.
1.7. We will provide you with access to on-going Account statements. By accepting these terms, you request and agree that we may aggregate fee information by brand, application, payment instrument categories and rates of interchange fees applicable to the transaction, as applicable, and that we make this information available to you periodically, at least once per month and in a manner which allows you to store the information and reproduce it in unchanged form.
1.8. Our obligations under these Terms are limited to providing you with an Account and the Services. We will use all commercially reasonable means to provide the Services to you twenty-four (24) hours a day, seven (7) days a week, all year. We may, however, suspend at our reasonable discretion the Services to be provided to you or limit the duration of the Services in order to perform maintenance services or if required by law or if you have failed to comply with material obligations under these Terms or if there is reasonable suspicion of money laundering or terrorist financing.
1.9. We provide you with a Transaction history and further analysis systems, if applicable.
1.10. Our agreement is formed upon our sending you an electronic confirmation of a concluded contract. The duration of our agreement is detailed under the Plan you selected, see Pricing.
1.11. We reserve the right to appoint a third party in order to fulfil some or all of our obligations under these Terms.
2.1. To use our Services, you must register and sign up for an Account (“Account”). You will be required to provide an email address and set a password to access your Account and the Services.
2.2. Upon successful sign-up, you will receive a confirmation email to your primary, registered email address. You may open only one (1) Account, unless we explicitly approve the opening of additional Accounts.
2.3. You may be required to provide information about your person. You will need to confirm that all information submitted by you and about you and/or your business is valid at the time of entering into these Terms and will be required to make sure that all information that you provide and/or is recorded in your Account remains complete, accurate and up to date.
2.4. You must be either a legal resident or citizen of the EEA or representative of a company or other business entity duly authorized to conduct business in the EEA and, at least eighteen (18) years of age.
2.5. You may choose to register as a sole trader, a company or another business entity accepted by us. The Services are only available to commercial entities that operate a business selling goods and/or services but not to persons for personal, family or household purposes.
2.6. You must choose a reasonably descriptive identification name that if different from your company name, clearly identifies you or your business. You must provide your correct contact phone number. The identification name and the contact number may appear on the Cardholder’s credit or debit card statement.
2.7. Once you have opened an Account and accepted these Terms, we may perform due diligence, such as a credit check and anti-money laundering and terrorism financing checks. You shall assist us in these matters as needed.
2.8. Your Account will be registered on our systems. Therein we will hold an amount equal to any amounts we owe you separate from our own funds but together with amounts held on behalf of other merchants, in a designated segregated client account (“Client Account”) in accordance with our regulatory obligations. Your Account is not a bank account and so not covered by a compensation scheme. Nevertheless, held in a Client Account, any funds that have been received by us are safe from claims made by our creditors should we become insolvent.
2.9. In order for us to payout funds to you, you must designate a bank account held in your name at an EEA bank or e-money institution (“Bank”). The name on this bank account must be the same as your commercial registration name.
2.10. You authorize us to direct questions to and obtain information from your Bank, among other purposes, in order to verify your designated bank account. If needed, you agree to take all reasonable measures to assist us in verifying your bank account.
2.11. In the event that your designated bank account is incorrect or incomplete or if we for any reason cannot verify that the bank account is held in your name, we may disconnect the bank account from your Account. You agree that we will not be under any obligation to payout any funds to you until you have provided correct and complete bank account information and we have been able to verify that you are the holder of the bank account.
2.12. We may provide the option for sub-accounts within your Account. You may create and use these sub-accounts in order to authorize your employees and other eligible representatives (each, an “Authorized User”) to access your Account and use the Services on your behalf for your business. You must register each Authorized User with us and create a username and password for each Authorized User to be able to access your Account and use the Services. We reserve the right to limit the number of Authorized Users you may have. Your Authorized Users will have the ability to perform those limited actions that you select in your Account settings.
2.13. If there is no activity in your Account for six (6) consecutive months, we will be entitled to send a notification to your registered email address. If you do not respond within thirty (30) days and state that you want to keep your Account, we may automatically close your Account. Your funds will be handled in accordance with the applicable law.
2.14. We reserve the right to suspend your access to and use of the Services and to terminate and close your Account if you provide us with inaccurate, untrue, or incomplete information, if you fail to comply with any registration requirements or if it is required by law.
3.1. You are responsible to ensure that your email address, password and other personalized security features which you use to access your Account and the Services (“Account Credentials”) are kept safe and secure. This means that you must take all reasonable steps to keep your Account Credentials secret and not share them with anyone, other than appropriately authorized employees or other representatives within your business.
3.2. It is your responsibility to ensure that your Authorized Users comply with these Terms when using your Account and the Services. We reserve the right to deny any Authorized User access to your Account and the Services at any time. You agree that you are at all times liable for the actions or omissions of your Authorized Users and that you will indemnify and hold us harmless from any actions or omissions of your Authorized Users in connection with their use or misuse of your Account and the Services.
3.3. You must notify us immediately if you discover or have reason to believe that any of your Account Credentials have been lost or stolen, someone else has used or attempted to use your Account with your Account Credentials but without your authorization, or there has been an error or unauthorized or illegal use of your Account.
3.4. In this event, you may need to change your Account Credentials to prevent any further errors and/or unauthorized or illegal use. You must provide us all information and documentation in your possession as to the circumstances of any such error and/or unauthorized or illegal use of your Account and take all reasonable steps requested by us to assist in our investigation.
4.1. In order to use our Services, you may require Internet connection services supplied to you by third parties. Such third parties may charge you for this Internet connection to access the Services and you are solely responsible for the payment of such fees.
4.2. You agree that you will only use the Services in your own commercial or professional capacity to conduct business in one or more of the EEA Countries (“Countries”) supported by us. Unless otherwise agreed with us, you will not directly or indirectly use the Services in any other country and will only accept transactions denominated in Euros.
4.3. You are not entitled to submit Transactions related to goods and/or services (i) that are not provided for your own account or are provided by order of any third party other than you, or for anything other than the genuine sale of the goods and/or services that you supply, (ii) that are not provided in the ordinary course of your business as identified to us, including accepting repayments of a credit previously granted or of a cash payment previously made by you to the Cardholder, (iii) that involve or are connected to any illegal content or content that is subject to protection of minors according to applicable law, (iv) that are related to illegal weapons or making weapons or explosives, and illegal drugs or products; (v) that are prohibited under any laws or regulations applicable to you, to the Cardholder or to any of your products or services, or which are otherwise illegal; and (vi) that we reasonably believe to be capable of damaging any of the Card Schemes' or our reputation.
4.4. We maintain a list of Prohibited and Unsupported Businesses. You confirm and agree that without our express written consent and in our sole discretion you will not use the Service to accept payments in connection with any such business activities.
4.5. You confirm and agree that you will not: (i) require any Cardholder to waive their right to dispute a transaction, (ii) require any Cardholder to disclose their PIN at any point during a Card transaction, (iii) print data referencing any Cardholder's PIN on any receipt wherein a Cardholder uses a chip and PIN Card, (iv) process one purchase of goods and/or services as several payment transactions, (v) submit for processing any transaction representing the refinancing of an existing obligation of a Cardholder, (vi) use any credit available on any card to provide cash advances to a customer, (vii) submit for processing any transaction wherein there is an advance or down payment underlying the payment transaction, in particular should the goods or services underlying your service not yet be fully rendered at the time of submission, (viii) submit any Transaction where the Card does not contain all of the elements typical for that type of Card, appears to be manipulated or damaged, is expired, or is not signed by the cardholder, or (ix) use the Service to carry out Transactions with your own Cards or any Cards that are issued in your name or related to your bank account or of a partner in, or director or other officer of your business, or of a spouse or any member of the immediate family or household of any such person.
4.6. You must not submit any transaction that you know or should have known to be fraudulent or not authorized by the Cardholder. If you suspect your customer is presenting a counterfeit or false Card or attempting unauthorised use of a Card, you shall require the Cardholder to show an official photo ID, such as an identity card, and must reject paying by Card if either the data on the Card and identity card do not match or the identity card and the Cardholder do not match. You must inform us of this situation by phone without delay and, where possible, before returning the Card.
4.7. You confirm and agree that unless permitted to do so under the laws, rules and regulations of your specific jurisdiction, you will not: (i) apply a price threshold for accepting a Card, (ii) apply a higher price or additional fees for the use of a Card in connection with a Transaction, or (iii) discriminate against the use of cards in any way; and (iv) you will provide Cardholders with at least equal conditions as you provide to those customers who pay in cash for your goods and/or services.
4.8. You must inform us immediately if you have reason to believe that a Terminal has been manipulated, stolen, destroyed, disposed of, or is not available to you in any other way. Such indications are particularly present in the event of a successful or seemingly unsuccessful attempt to break-in into your premises, even when there is no apparent external change to the Terminal.
4.9. We have the right to require you, at your expense, to submit the Terminal for inspection to us. In the event, we will provide you a replacement Terminal and may freeze the Terminal in question until concerns are resolved. You shall examine the integrity of the Terminals regularly, in particular the security seal placed upon it, checking for traces of manipulation.
4.10. You must return any terminal we own for disposal by us. If you choose to dispose of a Terminal you own, you must ensure and document that you have properly deleted all data.
4.11. You may not in any way refer to us, our Acquirers, our network partners or the Card Schemes as having endorsed your products and/or services.
4.12. If you submit to us or attempt to submit to us any Transaction which in our sole discretion we find in violation of these Terms or the law and/or exposes us, other users of our Services or our processors to harm (including without limitation fraud, brand or reputational damage or criminal acts), we reserve the right not to authorise, to suspend or reverse the Transaction; and/or to close or suspend your Account; and/or to report the transaction to the relevant law enforcement agency; and/or to claim damages from you in case we apply any of the above.
4.13. Acquirers and the Card Schemes may impose limits on the annual Transaction volume of a merchant through the Service. If you are such a merchant, we will notify and provide you with a separate agreement, at such time. In case of any conflict between these Terms and such an Acquirer agreement, the terms of the Acquirer agreement shall prevail for the purposes of resolving this conflict.
5.1. Information about our available terminals and Plans can be found on our website.
5.2. You can use one or many Terminals per Account.
5.3. Upon termination of the contract, you are required to return any Terminal(s) and goods we own to us per the specific terms of your Plan as detailed on our website.
5.4. Title to, and property of, the Terminal(s) and other goods provided by us remains with us for the duration of your contract unless you choose a Plan that provides for your purchase of the goods and you have paid in full.
5.5. You agree to install any and all app and/or terminal software updates to continue using the Services and allow automated updates from us to process.
5.6. The Terminal must be connected to the internet via an internet connection you provide. For certain Terminals, internet connectivity can also be established by inserting a SIM card into the terminal, which is either provided by you or rented from us. If you do not rent a SIM card from us, you will ensure internet connection at your expense, in a timely manner, and kept functional. If you rent a SIM card from us, you shall not remove the SIM card from the Terminal without our request. Upon termination, you must return any SIM cards rented from us without waiting for a request to do so. In the event you have rented a terminal with SIM from us return both without removing the SIM.
5.7. Your service agreement for any terminal(s) in your use is defined by the Plan you have selected from our Pricing and Plans.
(i) If your selected Plan provides you with a terminal we own for your use for the duration of your contract, we will replace a defective terminal with an identical equivalent terminal per the Depot Service described by your Plan.
(ii) If your selected Plan provides for your purchase of the terminal, during the warranty period specified when buying the Terminal or if covered by a Plan, we will replace a defective Terminal with an identical equivalent terminal (“Depot Service”). We shall bear the costs incurred, including the costs for the replacement Terminal.
5.8. We will assess a defective terminal upon its return to us. If a defect is due to improper handling, external influences or force majeure, we may invoice you for the damages in the amount of the costs incurred for Depot Service plus a processing fee, per the terms of your Plan. This compensation claim shall be limited to the maximum amount of the lump-sum for damages for the loss of the Terminal. You shall return the defective Terminal to us within seven (7) days of receiving the replacement Terminal, at your expense and with adequate insurance. You bear the risk of accidental deterioration or degradation during transport. If the Terminal is not returned within the mentioned time period, we will invoice you for the as-new purchase price of the defective Terminal. You retain the right to provide evidence that the damage was lower, and we retain the right to provide evidence that the damage was higher.
5.9. In the event you purchase a terminal, payment for the Terminal from you is due within seven (7) days after the Terminal has been shipped, unless we ask you to pay for the Terminal upfront as part of our process to validate your bank account details and our legal obligation to identify you before providing Services to you.
5.10. You are not allowed to sell, rent, license or transfer the Terminal to a third party or allow the use of the Terminal by a third party.
5.11. You are also not allowed to modify the hardware of the Terminal in any way, and the software of the Terminal only if explicitly authorised by us (see our website for available apps and further details).
6.1. Our obligations under these Terms are limited to providing you with an Account and the Services. We will use all commercially reasonable efforts to provide the Services to you twenty-four (24) hours a day, seven (7) days a week, all year.
6.2. You must notify us without undue delay if you experience any interruptions, delays or errors in the Services, and provide all reasonably requested information and assistance in identifying and resolving such interruptions, delays or errors.
6.3. You agree that we may at any time update or modify the Services. We will always attempt to notify you of any such updates or modifications with reasonable notice in accordance with Section 33, Amendments. However, we reserve the right to implement such updates and modifications with immediate effect without prior notice to you, where necessary, to maintain the security of our systems or to comply with applicable laws, rules and regulations.
6.4. Your ability to use the Services is dependent on services provided to you by third parties (such as Internet, data traffic and network services) and may also be dependent on software applications provided to you by third parties, such as ECRs or other POI solutions. Such third parties may charge you fees for accessing and using such services and/or software applications to use the Services and you are solely responsible to pay such fees. We do not own, control or have any responsibility or liability for any third-party services or software applications you select to use in connection with the Services. We do not accept or assume any responsibility or liability for the operation or security of any third-party services or software applications, for your inability to use the Services as a result of any third-party services or software applications or for your breach of the terms of your contract with any third-party services or software applications as a result of using the Services or otherwise.
6.5. We do not warrant that the Services will be free from interruptions, delays or errors caused by our systems, acts or omissions of our Acquirers, the Card Schemes or other third-party service providers, general Internet failures or force majeure.
6.6. We may suspend at our reasonable discretion the Services to be provided to you or limit the duration of the Services if required by law or if you have failed to comply with material obligations under these Terms, the Fair Use policy or if there is reasonable suspicion of money laundering or terrorist financing.
7.1. You may initiate payments under these Terms only using Terminals that were provided to you by us.
7.2. You shall make a paper-based receipt of the Transaction available to the Cardholder if required by law or Card Scheme regulations. Additionally, you may provide Cardholders with an option (but not in lieu of a paper-based receipt if such is required by law or Card Scheme regulations) to receive a receipt for the Transaction via email, text message or any other form of electronic delivery.
7.3. You must monitor your Account and your Transaction history and refund to the respective Cardholder any Transactions that you received in error or the excess where the amount of the Transaction was wrong.
7.4. You must promptly review any statements (e.g., invoices or settlement statements) provided by us as well as the settlements, Refunds, Chargebacks or any other transactions, paid or charged to your bank account or the Cardholder. You must object to the statement without undue delay, at the latest within twenty-five (25) business days after receipt of the relevant statement or date of the respective payment. “Business Day” means any day from Monday to Friday, excluding the following public holidays: New Year's Day, Good Friday, Easter Monday, Whit Monday, Christmas Eve, Christmas Day, Second Christmas Day/Boxing Day, New Year's Eve. Failure to object in time shall be deemed an approval unless an error has been made by us. Where an error has been made by us, you must notify us without undue delay and in any event no later than thirteen (13) months from the debit date of the payment transaction to which the error relates, see Section 19, Errors and Unauthorized Payments). We reserve the right to reissue corrected statements or correct any payments after the expiration of this deadline. Except as required by law, you shall be solely responsible for keeping records of all Transactions and other data related to your Account and your use of the Services.
7.5. You shall promptly inform us of any changes in the information that you provided at the time of entering into these Terms, including: (i) any change in your address, including closure, relocation or new operating premises, (ii) changes in the type or nature of your business, (iii) changes in your product range, goods and/or services, (iv) change in your possession of the licenses, permits and/or other permissions required for the performance of your business operations, (v) any sale or lease of your company or any other change of ownership, ownership structure and beneficial owners, the use of bearer or nominee shares, any change of the legal form or name of your company, (vi) changes of the address or bank account details of the company, (vii) a material adverse change in your financial condition, (viii) your filing a bankruptcy application and (ix) changes in the information that you have provided in accordance with the laws against money laundering or terrorist financing. You shall bear the damages arising to us from any culpable breach of these notification duties.
7.6. We may from time to time request further information from you. You agree that you will satisfy this request within seven (7) working days.
7.7. You shall display any advertisement material that you receive from us in plain view at your business premises. Such material may include stickers for your store, shop or car window with the Adson logo and/or the Card Schemes’ logos or signs or leaflets as required by the Card Schemes, law or us. You acknowledge that the Card Schemes are the exclusive owners of the Scheme Marks, as defined in the Card Scheme Rules and shall not contest the ownership of these Marks for any reason.
7.8. You shall only offset amounts you claim from us if these amounts are undisputed or have been legally established.
7.9. You are not entitled to assign your claims against us to third parties without our prior written consent.
7.10. These Services enable you to accept payments from cards offered by the Card Schemes and other applicable payment card organisations which have established requirements and policies that, together with these Terms, govern our provision of the Service to you.
By accepting these Terms, you acknowledge we may add to, remove from or change the Services and/or these Terms as necessary to comply with the following and you agree to comply with the following:
(i) Card Scheme Rules as set forth by the card organisations including but not limited to Visa, Mastercard, American Express and other application payment card organisations and the electronic cash system of the German Banking Industry Committee (card scheme “Girocard”). In any event of an inconsistency between any provision of the Terms and the Card Scheme Rules, the Card Scheme Rules take precedence;
;(ii) any applicable provisions of the Card Industry Data Security Standard (“PCI-DSS”) during the duration of these terms (“PCI Compliance”). In particular, you must comply with these regulations with regards to the storage, processing and transmission of payment card data. Information about the PCI-DSS is available on the website of the PCI Council.
7.11. You shall reimburse us for all expenses that we incur executing these Terms as we deem necessary according to the facts, in particular, penalties or fees charged by the Card Schemes to us, provided these penalties or fees are related to the performance of these Terms. You agree that you understand these penalties and fees can be substantial. We shall inform you upon request of the respective applicable, important Card Schemes penalties and fees.
7.12. If you create an Account as a sole trader, you warrant to us that you are not acting on behalf of, or for the benefit of, anyone else. If you create an Account as a company or other business entity, you warrant to us that you are duly authorized to create an Account in the name of that company or business entity.
7.13. You warrant to us that: (i) you are eligible to register and use the Services and have the right, power and ability to enter into and perform these Terms; (ii) the name identified by you when you registered is your name or business name under which you sell products and/or services; (iii) you and your use of the Services will comply with all laws, rules and regulations applicable to your business, including any applicable tax laws and regulations; (iv) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services, (v) any payment transaction submitted by you through the Service will represent a bona fide sale by you and will accurately describe the products or services sold and delivered to your customer, (vi) you will fulfil all of your obligations to each of your customers and will resolve any dispute or complaint directly with the customer, and (vii) except in the ordinary course of business, no payment transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your business.
8.1. Written communication and notices from us will be sent by email to your registered email address or posted on our website. Such communication and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within one Business Day of the time emailed to you unless we receive notice that the email was not delivered.
8.2. For this purpose, you will at all times maintain at least one valid email address in your Account. We will not be responsible for undelivered emails if the sole email address registered by you is not valid or if you have changed your email address but have not notified us of such change.
8.3. You are required to check for incoming messages regularly and frequently. Emails may contain links to further communication on our website. Where legislation requires us to provide information to you on a durable medium, we will either send you an email or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format. You are required to keep copies of all communications we send or make available to you.
8.4. Apart from communicating via email, we may contact you via telephone or by letter. Any communication or notice sent by post will be deemed received by you within five (5) days of posting.
8.5. You hereby instruct Adson to notify you of any incidents Adson is legally obliged to inform its customers about to the registered email address that you have connected to your Account.
8.6. We will set your preferred language based on the country you choose during the registration process and we will endeavour to send you standard communications in this language. For non-standardized messages, Adson reserves the right to send them to the user in English. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language.
8.7. You can request a copy of these terms and conditions at any time by contacting us.
9.2. We have implemented administrative, technical and organizational procedures to protect the information we retain from unauthorized access and accidental loss, modification or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such information for improper purposes.
9.3. You agree that we may contact and share relevant limited information about you and your Account with our acquirers, network operators, the Card Schemes or other entrusted partners and financial institutions. This includes sharing information about you and your transactions for regulatory or compliance purposes and using information to manage and maintain our Services, to create and update customer records about you and to conduct risk monitoring and management processes.
9.4. You acknowledge that we are required to report your business name and the name of your beneficial owners and/or principals to the MATCH listing maintained by MasterCard and accessed and updated by American Express, the VMAS database upheld by Visa, if applicable, pursuant to the requirements of the Card Scheme Rules. You acknowledge that we must fulfil the obligations related to such listing and reporting, and you waive and agree to hold us harmless from all claims and liabilities you may have as a result of such listing and reporting.
10.1. You confirm and agree that you will protect and save where required by law, not disclose, register or otherwise process any information that you may receive about your customers or other third parties while using the Services. You must notify us through our website without undue delay if you become aware of or suspect any unauthorized access to or disclosure of such information.
10.2. You and us shall treat confidential information that you obtain from us or we obtain from you or from the Cardholder in connection with this agreement as confidential, and in particular not to allow third parties access to such confidential information. In particular, any operating and/or trade secrets of either you or us as well as any non-anonymous information on the Cardholder are confidential information. You and us are obliged to comply with applicable data protection regulation and to take adequate precautions against the unauthorised use of cards and Cardholders’ data. Such data may only be stored if and for so long as it is absolutely necessary.
10.3. If personal data of Cardholders is transferred back from us to you, you may only use such data to the extent required to control limits, to take anti-fraud measures or to avoid defaults, and not for other purposes such as profiling (e.g., evaluation of purchasing behaviour) or for sales and marketing activities, unless the Cardholder explicitly consents to such other use. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Cardholder. You must comply with all relevant data protection legislation.
10.4. You are solely responsible for compliance with any applicable privacy laws and regulations of your specific jurisdiction.
11.1. We will provide you with regular customer services by email, web or telephone during normal business hours on Business Days to help resolve any issues relating to your use of the Services, the Software, our website and your Account.
11.2. To access these services by email you must write from your registered email account.
11.3. You are solely responsible for providing service to your customers for any and all issues related to your products and services.
11.4. You can contact us at any time if you have any complaints pertaining to our Services via our website.
12.1. In connection with your creating an Account and signing up for the Service, we will perform credit checks and other verifications which may require that you supply such additional information and documentation as is reasonably required in order for us to verify your identity and otherwise to fulfil, and be satisfied that we have complied with, all our anti-money laundering, counter terrorist financing and similar regulatory obligations. You agree that we have the right, in our sole discretion, to determine whether or not you are eligible for access to and use of the Service. We will only be bound by these Terms once we have determined that you are eligible for access to and use of the Service.
12.2. We may perform additional credit checks and verifications from time to time to determine whether you continue to be eligible for access to and use of the Service. We may also request your permission to do a physical inspection at your place of business and to examine your books and records that pertain to your compliance with these Terms. You agree to comply with any such requests without undue delay. You authorize our Acquirers and us, from time to time, to retrieve information about you from, and provide information about you to, third parties, including credit reporting agencies or bureaus and other information providers, and you authorize and instruct such third parties to compile and provide such information to us.
12.3. We reserve the right to suspend your access to and use of the Service and to terminate and close your Account if we determine that you are no longer eligible for access to and use of the Service or if you fail to promptly comply with any requests from us in accordance with the above.
13.1. In providing the Service, we will facilitate the processing of payment transactions carried out through the use of the Service on your behalf, credit the funds received by us from such transactions on your Account and settle such funds (less our Fees, Refunds, Chargebacks, Reserves and other claims and funds owed to us) to your designated bank account in accordance with these Terms. We will hold an amount equal to the balance on your Account, on your behalf separated from our own funds, but together with amounts held on behalf of other merchants, in Client Account in a bank in accordance with applicable laws and regulations.
13.2. You authorize and instruct us to receive, hold and disburse funds in accordance with these Terms on your behalf. This authorization and instruction will remain in full force and effect until your Account is closed or terminated. For Girocard Transactions, you assign your claim to us, and we will collect, hold and disburse the funds in accordance with these Terms.
13.3. You agree that we may at any time update or modify the Service. We will attempt to notify you of any such updates or modifications with reasonable notice in accordance with these Terms. However, we reserve the right to implement such updates and modifications with immediate effect without prior notice to you, where necessary, to maintain the security of our systems or to comply with applicable laws, rules and regulations, including the Card Scheme Rules.
14.1. You may use the Service only to process Transactions where both the Card and the Cardholder are present at the time of the Transaction.
14.2. The Service can be used to accept card transactions with most credit, debit and other types of cards bearing the trademarks of the Card Schemes as further specified on our website. We may remove or add Cards that we accept at any time without prior notice to you. We will only process Transactions that have been authorized by the applicable Card Scheme or Card issuer.
14.3. You understand that you are solely responsible for verifying the identity of your customers and the eligibility of each presented Card used to purchase your products and services and for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback as further described below, see Section 22, Chargebacks.
14.4. In order to inform your customers of the possibility to pay by Card, you will display signage for all Card options provided by Adson as possible payment methods in your physical store.
15.1. For the use of the Services you agree to pay the fees assessed and calculated by us in accordance with the Pricing on our website and following the Plan you have selected. Applicable fees are typically deducted on the first business day of the month, from that day’s payout.
15.2. By accepting these terms, you confirm that we may charge blended fees for different Card products.
15.3. Some aspects of the Service are exempt from VAT, see Pricing.
15.4. We reserve the right to amend our fees at any time as clarified below in the Amendments. We will assess and deduct from the funds received by us any amounts due from you to us before crediting your Account.
16.1. We aim to make our services available to all customers based on their needs and to help them get the most from our products. It is very important to us to provide a fair and easy to understand fee structure and pricing policy that avoids confusing terminology and complicated fee structures in order to save you time and money.
16.2. With this in mind, we have to point out that certain services we provide are costly to us, such as business and non-EEA card processing and very low value transactions, due to third party fees. We do not fix transaction mix limits for these expensive services in order to keep your use of the terminal and resulting pricing simple. By accepting these terms, you agree not to use our terminals primary for these costly transactions.
16.3. In the event that we determine, at our sole discretion, that you are not adhering to Fair Use of our Services, we reserve the right to suspend your ability to accept certain cards, your general use of the terminal or terminate your Account.
17.1. For the purpose of these Terms, you explicitly authorise us and any financial institution that we work with to hold, receive and disburse funds on your behalf. The above authorisation will remain in full force and effect until your Account is closed or terminated.
17.2. Funds from a Card Transaction credited to your Account will be paid out to your designated bank account after the Card Transaction is deemed completed. A Card Transaction is deemed completed when we have received the funds from the relevant Acquirer or Card Scheme onto the Client Account. Once we have verified your designated bank account (if applicable), we will initiate payout of funds (less our Fees, Refunds, Chargebacks, Reserves and other claims and funds owed to us) on the day on which we receive the funds or the following Business Day in a single SEPA Credit Transfer transaction.
17.3. Payouts to your bank account are executed, at least in part, by third party financial institutions (for example, the banks where you and us hold our bank accounts) and we shall not be responsible for the ultimate credit of funds to your bank account once we have paid out the funds to your bank. Furthermore, we are not liable for any funds that, due to incorrect or incomplete bank account information provided by you, have been paid to a bank account that is not held in your name.
17.4. We shall not make any Payouts of funds related to Card Transactions that have not yet been received by us from the designated financial institutions.
17.5. We shall be entitled to conduct an investigation or resolve any pending dispute related to your Account, and as a result we may restrict access to your funds for the time it takes for us to do so. We also may restrict access to your funds as required by Card Scheme Rules, law or any governmental authority.
18.1. You may access your transaction information by logging into your Account. You will also be able to access downloadable reports. The transaction information will also show all fees incurred and any other amounts charged to your Account in the relevant period as well as information on Payouts to your designated bank account.
18.2. We will provide you with information regarding payment transactions with a reference enabling you to identify the transaction and the amount of the transaction in the currency in which your Account is credited. We will also provide you with the Fee for transactions. By accepting these Terms, you request and agree that we may aggregate the fee information for all Card Transactions by payment instrument categories.
18.3. The way in which we provide the transaction information will allow you to store and reproduce the information unchanged, for example by printing copies.
19.1. Where you believe that we may have failed to perform or incorrectly performed a payment transaction or processed an unauthorised transaction, you must notify us without undue delay and in any event no later than thirteen (13) months from the date of the payment transaction.
19.2. In the event we have failed to perform or incorrectly performed a payment transaction, we will make immediate efforts to investigate and correct the error.
19.3. In the case of an unauthorised payment, we shall, immediately, and in any event not later than the end of the business day immediately following the date of notification of the unauthorised transaction, refund the payment amount including all fees deducted therefrom. This shall not apply where we have reasonable grounds for suspecting fraud relating to such unauthorised payment and we communicate those grounds to the relevant national authority in writing.
20.1. You must submit any and all refunds and adjustments for returns of your products or services (“Refunds”) through the Service in accordance with these Terms and the Card Scheme Rules.
20.2. All refunds and adjustments related to Card Transactions must be made to the Card originally used for the purchase.
20.3. You will: (i) maintain a fair return, cancellation or adjustment policy, (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds in connection with a Card Transaction, unless required by law, and (iv) not accept cash or any other item of value for making a Card Transaction refund.
20.4. The amount of the refund must include any and all taxes required to be refunded and cannot exceed the amount of the original Transaction.
20.5. In case of an exchange, partial return or erroneous Card Transaction or Card Transaction amount, you shall always refund the total amount of the original Card Transaction first and then initiate a new Card Transaction for any new goods and/or services sold or amounts actually chargeable.
20.6. Refunds processed through the Service must be submitted within thirty (30) days of the original transaction.
20.7. For processed refunds, we will deduct the refund amount (including any applicable fees) from funds owed to you from the processing of other transactions. If these funds are not sufficient, you agree to pay all funds owed to us immediately on demand. You are solely responsible for accepting and processing returns of your products or services.
20.8. If we determine that you are processing an excessive amount of refunds, we may disable your refund option.
21.1. For the purpose of securing the performance of your payment obligations under these Terms we shall be entitled at any time to temporarily withhold Payouts to you and to accrue a reserve (“Reserve”). The Reserve will serve as security in our favour to cover anticipated Chargebacks, Refunds and other risks.
21.2. The amount of the Reserve will be based on historic Chargebacks and Refunds, the number and value of Transactions with manual Card detail entry and/or other factors that we deem relevant.
21.3. You authorize and instruct us to collect and set off from the Reserve all amounts that you owe us under these Terms, including any Account deficit balance, without prior notice to you in every individual case.
21.4. If you owe us an amount that exceeds the amount of the Reserve, you will immediately, but not later than three (3) Business Days of our demand pay us the respective amount. You hereby explicitly authorise us to debit any amounts owed to us, including any costs and expenses incurred in connection with the collection of these amounts, from your bank account used to receive Payouts and/or your credit card or bank account used to purchase any of our Terminals or to set off such amounts against any Payouts owed to you. Your failure to fully pay amounts that you owe us on demand will be a serious breach of these Terms and you will bear all costs associated with collection of such amounts, including without limitation, attorneys’ fees and expenses, collection agency fees, and any applicable interest.
22.1. The amount of a Transaction may be debited from your Account if the Transaction: (i) is disputed and/or reversed for any reason by the relevant Card Scheme, our Acquirers, the Cardholder or any of our designated financial institutions, (ii) was not authorised or we have any reason to believe that the Transaction was not authorised, (iii) was authorised, as when obtaining the authorisation number from the card-issuing institution, our service partner can only check the open credit limit of the card and the possible blocking of the card number due to loss or theft of the card, or (iv) is allegedly unlawful, suspicious, or in violation of these Terms (“Chargeback”).
22.2. You agree to assist us when requested, at your expense, to investigate any transaction processed through the Service and acknowledge that your failure to assist us in a timely manner, including providing necessary information and documentation within ten (10) days of our request, may result in an irreversible Chargeback. You further agree that we may share information about a Chargeback with your customer, the customer’s financial institution and your financial institution in order to investigate and/or mediate a Chargeback. We reserve the right to charge a fee for investigating and/or mediating any Chargebacks as disclosed on our website.
22.3. If a Chargeback dispute has not been resolved by either the issuing bank or Card Scheme in your favour or if you choose not to contest a Chargeback, we reserve the right to collect from you the original Transaction amount plus the Fees and credit the original Transaction amount back to the Cardholder.
22.4. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Account, including without limitation: delay Payouts from your Account to your bank account, keep a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees or terminate or suspend the Services and close your Account.
23.1. You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for the sale of your products and services and any payments you receive in connection with your use of our Services (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply or assume any liability in relation thereto, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
23.2. You understand and agree that we may from time to time be required to report to revenue or tax authorities, as required by law, your name, address and information regarding transactions processed by us on your behalf through your use of the Service.
24.1. If a transaction submitted by you in compliance with these Terms is not executed properly or not executed at all, we will, upon your request, use reasonable endeavours to trace the transaction and attempt to rectify any errors that you or we discover and notify you of the result. If the error results in your receipt of less than the amount to which you were entitled, we will credit your Account for the difference. If the error results in your receipt of more than the amount to which you were entitled, we will debit the extra funds from your Account. We will only attempt to correct transactions that you process incorrectly if you notify us of such error without undue delay and no later than sixty days of when the error first appeared on your electronic transaction history.
24.2. We are liable to ensure that funds credited to your Account are paid out to your designated bank account in accordance with Section 17, Receipt and payout of funds to You.
25.1. To the maximum extent permitted by the law, we shall not be liable for direct or indirect losses and damages or non-performance under these Terms which result from our compliance with legal and regulatory requirements and with the Card Scheme Rules, any force majeure events or your breach of these Terms or any applicable legal and regulatory requirements.
25.2. In no event will we be liable for any of the following types of loss or damage arising under or in relation to these Terms or otherwise, except where the loss or damage is caused by us intentionally or by gross negligence: (i) indirect or consequential loss or damage (including loss of profits, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such damages), (ii) loss or corruption of data, (iii) any loss or damage which does not stem directly from our breach of these Terms, (iv) loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of these Terms (whether or not you are able to prove such loss or damage), (v) loss or damage incurred by you as a result of any acts or omissions by you or any third parties or our obligation to comply with applicable law, any act or omission of any governmental authority, act of war, accident, natural disaster, strike, blockade, or other similar event, regardless of if we are an instigator or subject of such event, or (vi) non-patrimonial losses (including loss of goodwill, reputation).
25.3. Nothing in these Terms shall exclude our liability for any statutory liability that cannot be excluded or amended by agreement between the parties.
25.4. Adson does not warrant or shall be made liable for actions or omissions of any third party involved in the Services or for third parties advertising on our website.
25.5. We shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services under these Terms.
25.6. Our total liability to you under or in connection with these Terms and any Additional Terms in respect of any and all claims will not exceed in the aggregate the amount of the fees paid by you to us for the Services during the three-month period immediately preceding the event giving rise to the claim for liability, or if you have not used the Services for three (3) months, your average monthly fee multiplied by three (3).
25.7. We shall not be made liable for any defects for third party hardware and other products that we may sell or include with the Services. The manufacturer, who is solely responsible for service and support, shall specify warranty and other terms for such hardware and products.
26.1. We provide the Services to you on an “as is” and “as available” basis without any warranty or condition, express or implied, except as specifically stated in these Terms. We do not warrant continuous, uninterrupted or secure access to any part of the Services, and we will not be liable for any disruption or impairment of the Services under these Terms.
26.2. Without limiting the foregoing, we do not warrant that the Services are accurate, reliable or correct, that the Services will meet your requirements, that the Services will be available at any particular time or location, uninterrupted or secure, that any defects or errors will be corrected, or that the Services are free from viruses or other harmful components. Any content or data downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download.
27.1. You are responsible for all liabilities incurred by a third party or us caused by your access to and use of the Services and/or arising from any breach by you of any provision of these Terms. You agree to reimburse such third party or us for any and all such liability.
27.2. Notwithstanding the above or any other provision of these Terms, you agree to indemnify, defend, and hold us and our respective employees, directors, affiliates and representatives and our processors harmless from and against any claim, cost, suit, demand, loss, liability, damage, action, proceeding, judgment, penalty, interest and expense (including without limitation reasonable attorneys’ fees) arising out of or relating to: (i) any actual or alleged breach by you of any of the provisions of these Terms, of the Card Scheme Rules or of any other additional terms and conditions applicable to your Account, (ii) any Transaction submitted by you through the Services, (iii) your wrongful or improper use of the Services, (iv) any other party’s access and/or use of the Services with your unique username, password or other appropriate security code, (v) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights, (vi) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions, and (vii) your actual or alleged violation of any applicable law, rule or regulation of your specific jurisdiction.
27.3. In the event you are liable for any amounts owed to us, we may immediately collect such amounts from funds credited to your Account or any other funds due to you under these Terms. If there are insufficient funds to cover your liability, you agree to reimburse us immediately on demand through other means.
28.1. By accepting these Terms, you confirm that you are signing up for the Service as a business customer (being a person concluding transactions related to your independent economic or professional activities and not as a consumer (being a natural person acting for purposes other than his/her trade, business or profession) and acknowledge that specific provisions and protections available under law to consumers will not be applicable to you.
29.1. We are not a party to the legal relationship between you and the Cardholder and we assume no liability whatsoever relating to the underlying purpose of any Transactions, including, but not limited to, the quality and nature of the goods and services you offer for sale, the sale price, discounts, warranty conditions, etc. You shall always present yourself as a separate entity from Adson.
30.1. Our website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement or recommendation by us. You agree that you access any such website at your own risk, and that such site is not governed by these Terms or any Additional Terms. We expressly disclaim any liability for these websites. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.
31.1. These Terms and any Additional Terms are effective upon the date you agree to them and will remain in force for indefinite period or until terminated by you or by us.
31.2. You have selected a Plan from the list on our website.
(i) Plans with no specific end date can be terminated with thirty (30) days’ notice.
(ii) Plans with minimum duration can only be terminated by you giving us three (3) months’ notice before the minimum duration period ends. Or, if you complete your minimum duration period, you may terminate at any time by giving us three (3) months’ notice.
31.3. Your notice of termination must be in writing, including an email sent from your registered email address.
31.4. We reserve the right to suspend or terminate and close your Account for any or no reason giving you a prior termination notice not less than two (2) months before terminating and closing your Account.
31.5. We may suspend or terminate and close your Account without prior notice if: (i) you breach any condition of these Terms or any other condition applicable to specific Services covered by separate terms and conditions, including, without limitation, the Card Scheme Rules; (ii) in our sole opinion, your activities or actions are damaging or may damage our image or reputation or the image or reputation of a Card Scheme or an Acquirer, (iii) requested by a Card Scheme, an Acquirer or a supervisory authority, (iv) you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our Services; (v) we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity or you do not submit relevant information for us to carry out customer due diligence measures; (vi) owners or other persons associated with you appear on European or American sanction lists (such as EU’s list of economic sanctions or list of terrorists or OFAC’s SDN list), (vii) in our sole judgement, you pose an unacceptable credit or fraud risk to us, (viii) you are declared insolvent, become subject to debt relief proceedings, enter into debt relief arrangements, are declared bankrupt or enter into restructuring proceedings, (ix) we reasonably believe that your Account has been compromised or for other security reasons, (x) you have signed up for the Service as a company or other business entity and there is a change of control of such company or other business entity.
31.6. Additionally, we may terminate your account if: (i) our agreement with an Acquirer or Card Scheme expires or terminates for any reason, (ii) we are de-registered as a payment facilitator by a Card Scheme or an Acquirer.
31.7. If your Account is suspended, terminated by you or us or closed for any reason you agree to: (i) continue to be bound by these Terms until any outstanding liabilities and obligations between you and us have been finally settled, (ii) immediately stop using the Services, (iii) acknowledge that the license to access and use the Services provided to you under these Terms will terminate, (iv) accept that we reserve the right, but do have no obligation, to delete any or all of your Account data stored on our servers unless we are required to retain such information under applicable law, and (v) not make us liable to you or any third party for termination of the access to the Services or for deletion of your Account data.
31.8. Following the effective termination of your Account you will immediately pay us all amounts owed by you under these Terms. We will equally pay you all amounts owed by us under these terms in accordance with Section 17, Receipt and payout of funds to You, unless otherwise set out in these Terms.
31.9. Notwithstanding the aforementioned provision, we are entitled to withhold the Reserve until any outstanding amounts on the Account are finally settled, including any potential Chargebacks but in any case, not exceeding thirteen (13) months after effective termination.
31.10. We will not be liable to you for compensation, reimbursement or damages in connection with any termination of these Terms or closing or suspension of your Account. Any termination of these Terms or closure or suspension of your Account does not relieve you of your obligations under these Terms.
32.1. Intellectual Property Rights (“IP Rights”) means any and all rights related directly or indirectly to the Services and any elements thereof, including the Terminals, the website, the internet domain names, all content, and technology related to the Services and all logos including, but not limited to, copyrights, database rights, trademarks, name rights, utility models and design rights, patents, and all other exclusive and non-exclusive rights worldwide as may now exist or come into existence, are granted or transferred in the future.
32.2. We (or our licensors) are the exclusive owner of all IP Rights pertaining to the Services and any elements thereof and nothing in these Terms shall be construed as transfer or concession of the IP Rights to you whether in whole or in part. You may not copy, imitate, modify or otherwise or use the IP Rights without our prior written consent or as expressly stipulated in these Terms.
32.3. We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Services, as made available to you, for the purpose of accepting Transactions. The license is valid during the validity of the Agreement between us. Should the Agreement terminate, regardless the reason thereof, the license terminates, and you must immediately stop using the Services.
32.4. While we want you to enjoy the Services, you may not, nor may you permit any third party to, do any of the following: (i) transfer any rights granted to you under these Terms to a third party; (ii) provide any third party with the opportunity to use the Services (for rent, lease or otherwise); (iii) access or monitor any content, material or information on any Adson system manually or by automated means such as robots, spiders, scrapers, etc.; (iv) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute the Services or any material or information that you receive, or are granted access to, from us; (v) violate the restrictions on the Service, work around, bypass or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service; or perform or attempt to perform any actions that would interfere with the proper functionality of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonably or disproportionately large load on our infrastructure, or (vi) otherwise use the Services except as expressly allowed under these Terms and any Additional Terms.
32.5. You may choose, or we may invite, you to submit comments or feedback relating to the Services, including without limitation about how to improve the Services or our other products or services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, that it will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
33.1. We have the right to amend these Terms at any time and to change, delete, discontinue or impose conditions on any aspect of the Services.
33.2. We will notify you of any proposed change to these Terms by sending an email to your primary email address registered with your Account, in accordance with Section 8, Communicating with you.
33.3. The proposed change will come into effect two months after the date of the change notice.
33.4. The two-month notice period will not apply where a change is required by the Card Scheme Rules or applicable law, or relates to the addition of a new service, extra functionality to the existing Services or any other change which we believe in our reasonable opinion to neither reduce your rights nor increase your responsibilities. Under such circumstances, the change will be made without prior notice to you and will be effective immediately.
33.5. If you do not accept any change, you must close your Account. If you do not object to a change by closing your Account within the two (2) months’ notice period, you will be deemed to have accepted it. In the event you have given us notice that you object to the proposed changes before the changes come into effect, you may terminate these Terms free of charge and with effect at any time before the date when the changes would have applied had you not objected to the proposed changes, notwithstanding limitations under Section 31, Term, Suspension and Termination.
33.6. The latest version of the Terms are available on our website under Terms and Conditions for Services.
34.1. We shall be entitled to freely assign our rights and obligations under these Terms to any third party and your consent for such assignment shall be considered as granted by virtue of these Terms.
34.2. You may not assign any of your rights and obligations under these Terms to third parties without our prior written consent.
35.1. No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strike, riots, war, terrorist attack, non-performance of vendors or suppliers or other causes over which the respective party has no reasonable control, except that this will not affect or excuse your liabilities and obligations in these Terms.
35.2. Notwithstanding the foregoing, a party shall not be liable under these Terms in cases of abnormal and unforeseeable circumstances beyond the control of such party to the extent the consequences of such circumstances would have been unavoidable, or where Adson is bound by other legal obligations covered by EU or national law.
36.1. Any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms will survive and remain in effect in accordance with its respective terms upon the termination of these Terms.
37.1. Any complaints about the Services shall be addressed to us in the first instance by contacting our customer service.
37.2. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request.
37.3. In most cases we will provide a full response by email to your complaint within fifteen (15) business days after the date we receive your complaint. In exceptional circumstances, where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which shall be within thirty-five days of the date we received your complaint.
38.1. If you have signed up for the Service as a company or other business entity, you confirm and agree that we may require a personal guarantee from an owner, director, principal or other representative of your business or the establishment of a bank guarantee or provision of other suitable security for the due performance of your payment obligations under these Terms. If we require a personal guarantee, bank guarantee or other form of security we will specifically inform you. You agree that we will determine the extent of such guarantees or other security. We reserve the right to suspend your access to and use of the Service and to terminate and close your Account if you fail to deliver such guarantees or other security upon our request.
39.1. You confirm and agree that we may require you to allow us, or a third party designated by us, to conduct an audit of your business and facilities in order to ensure your compliance with these Terms and the Card Scheme Rules. We reserve the right to suspend your access to and use of the Service and to terminate and close your Account if you fail to allow us, or a third party designated by us, to conduct such audit upon our request.
40.2. Except as expressly provided herein, these Terms and any applicable Additional Terms describe our entire liability to you and sets forth your exclusive remedies with respect to your access and use of the Services. If any provision of these Terms or any applicable Additional Terms (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The rights conferred upon us in these Terms and any applicable Additional Terms are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity.
41.1. Adson is a payment institution authorised by the Estonian Financial Supervision and Resolution Authority.
Address: Sakala 4, 15030 Tallinn, Estonia
List of authorised payment institutions
42.1. Your Account is operating in Estonia and these Terms shall be governed by and construed under and in accordance with Estonian Law.
42.2. The English language version of these Terms is binding. A translation or other language version is provided for convenience purposes only. In the event of a conflict between the English version and any translation or other language version of this Terms, the English-language version shall prevail.
42.3. Any dispute arising from or in connection with these Terms, including without limitation any disputes regarding its valid conclusion, existence, nullity, breach, termination or invalidity shall be finally referred to and resolved by the courts of Estonia, except where prohibited by EU law. Notwithstanding the foregoing, Adson may initiate proceedings against you in any court and in any number of jurisdictions. Before referring the dispute to court, you and us will try to resolve the dispute by amicable negotiations.