Yata Payments Ltd. (Yata) is committed to protecting and respecting your privacy. This policy, together with any agreement we enter into with you, sets out how your personal data will be treated, your privacy rights and how the law protects you. Yata (our, us, we, data controller) provides a full range of payment services and is responsible for your personal data. Our details are included below, and the purposes for which we act as a data controller are detailed in the table under the section titled “Purposes for which we will use your personal data”.
Yata Payments Ltd.
Eden Park House
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By providing consent you are accepting and consenting to the practices described in this policy.
INFORMATION WE COLLECT FROM YOU
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed(anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:
- Identity Data includes information about your identity such as name, address, date of birth, username or similar identifier, title, gender.
- Contact Data includes where you live and how to contact you including: address, email address and telephone numbers.
- Financial Data includes information about your financial position, status and history, and payment account details (can include bank, credit, payment and electronic money accounts).
- Transaction Data includes details about payments to and from your accounts with us.
- Technical Data includes details about the devices and technology you use including internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our website, Web App or services.
- Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you use our website, Web App, products and services.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
- Special Types of Data include racial or ethnic origin, racial or ethnic origin, religious or philosophical beliefs, trade union membership, genetic and bio-metric and health data. We will only process such data if the law allows us to do so.
IF YOU FAIL TO PROVIDE PERSONAL DATA
Where we need to collect personal data by law, or under the terms of a contract we have with you and if you fail to provide that data when requested, we may not be able to meet our regulatory obligations or perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). If you do not provide the requested information we may have to decline your application or cancel a product or service you have with us but we will notify you if this is the case at the time.
HOW YOUR PERSONAL DATA IS COLLECTED
We use different methods to collect data about you (and your business) including through:
Information you give us:
when you apply for, or use, our products or services;
when you communicate with us whether by phone, post, email, online or by other means;
when you use our websites or device application;
when you apply for an account;
in emails, letters and other correspondence; and
when you request marketing to be sent to you by us or Third Parties.
Your use of our services. The data we collect when you use our services (such as making transactions, viewing your account details or using any part of our website)
Transaction Data; Profile Data; Usage Data; and Technical Data Third parties. We may receive personal data about you from various third parties and public sources as set out below: Public information sources such as Companies House and the Electoral Register; Government and law enforcement agencies; and Agents working on our behalf including fraud prevention agencies, analytics providers, advertisers.
HOW WE USE YOUR DATA
We will only use your personal data when the law allows us to. Most commonly,
we will use your personal data in the following circumstances:
Where you consent to it;
Where we need to perform the contract we are about to enter into or have entered into with you; Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests; and Where we need to comply with a legal or regulatory obligation.
PURPOSES FOR WHICH WE WILL USE YOUR PERSONAL DATA
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate. We have also included which data controllers will use, and be responsible for, your data in the manner specified.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.
PROMOTIONAL OFFERS FROM US
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you or your business. This is how we decide which products, services and offers may be relevant for you or your business (we call this marketing).You will receive marketing communications from us if you have requested information from us or purchased services from us and, in each case, you have not opted out of receiving that marketing.
We will get your express opt-in consent before we share your personal data with any company outside our group of companies for marketing purposes.
You can ask us to stop sending you marketing messages or sharing your data with third parties for marketing purposes at any time by contacting us using the details provided above.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree.
Cookies contain information that is transferred to your computer’s hard drive.
We use the following cookies:
Strictly necessary cookies.
These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
They allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region)
These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
You can find more information about the individual cookies we use and the purposes for which we use them in the table below.Cookie Name Purpose More Information Intercom intercom-id-[xxx], ntercom-lou-[xxx], gtm_id, product_store_identifier Intercom is our partner that provides the in-website chat functionality. These cookie is used by Intercom as a session so that you, as a user, can continue a chat as you move through the site and to track the different users across sessions. Intercom Terms & Policies Google Analytics _ga_gat_gid Set by Google Analytics to collect anonymous information about you, the user, and how you use our website. Typical information it collects would include how many visitors we get to the website and how long visitors stay on our website. The _ga cookie is specifically used to store the Client ID. The _ga cookie is essential to us as we use it to identify unique users. This cookie expires after 2 years. The _gid cookie is used to distinguish between users and has an expiration time of 24-hours. The _gat cookie is used to throttle request rate. Throttling is a process that is used to control the usage of APIs by consumers during a given period. Throttling limit is considered as cumulative at API level. We use throttling to limit the number of API requests per day/week /month. Google Analytics Cookies Crazy Egg ceg.sceg.uceir The Crazy Egg Script stores cookies on your computer used by you whenever you visit our website. The cookies contain a cookie value that allows Crazy Egg to detect if you are a returning Visitor or a first-time Visitor. No Personally Identifiable Information relating to you or details about content or statistics are stored within this cookie. We use Crazy Egg and the ceg.s, ceg.u and ceir cookies for heatmap tracking. A heatmap is a graphical representation of data that uses a system of color-coding to represent different values. We use heatmap tracking to show your behaviour on our website. We track where you and other users have clicked on a page and how far you have scrolled down a page. Crazy Egg Terms Paybase _paybase.tkn Paybase Console authorisation cookie containing refreshable short lived tokens. 01/01/2016 – 01/31/2016
CHANGE OF PURPOSE
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
WHO WE MAY DISCLOSE YOUR INFORMATION TO
You agree that we may disclose your personal information to:
Any member of our group of companies, which means our subsidiaries, our ultimate holding company and its subsidiaries as reasonably necessary for the purposes, and on the legal basis, detailed in this policy
Allied Irish Banks plc and First Merchant Processing (Ireland) Designated Activity Company who we work with in order to provide a full range of payment services;Our agents, advisors and business partners who we use to help manage your accounts and services, improve services and resolve issues such as legal disputes;HM Revenue & Customs, regulators and other authorities
Fraud prevention and credit reference agencies for the purpose of verifying your identity and ensuring the security of your account
Any party linked with you or your business including ; organisations that introduce you to us;Organisations we introduce you to for marketing purposes;Analytics and search engine providers that assist us in the improvement and optimisation of our website;Card scheme providers such as Visa, MasterCard, Maestro where the card scheme rules require us to do so or to any regulatory body as required under any applicable law or regulations;Any insurance company for the purposes of insuring risk; andOther entities where we are obliged to by law or to law enforcement agencies for the purposes of registration of fraud or suspected fraud or where we have your consent.
You agree that we can and will disclose your personal information to third parties:In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets
In addition to the disclosures detailed in this section, we may also disclose your personal information where it is necessary to do so: for compliance with a legal obligation; in order to protect the vital interests of you or another natural person; and for the establishment, exercise or defence of legal claims.
HOW WE USE YOUR INFORMATION TO MAKE AUTOMATED DECISIONS
We may use systems to make automated decisions based on information we hold about you or your business. This helps us to make sure our decisions are quick, fair, efficient and correct, based on what we know. These automated decisions can affect the products, services or features we may offer you now or in the future. The following are some of the ways we may use systems to make automated decisions:
Tailoring products and services
We may use your data along with that of other customer in order to study and learn about our customers’ needs, and to make decisions based on what we learn. This helps us to design products and services for different customer groups, and to manage our relationships with them.
We use your personal information to help determine if your account, or transaction, is being used for fraud or money laundering. If there is a risk of fraud, or money laundering, we may suspend or terminate your transaction and/or account and refuse access to your account.
We use automated checks to help determine if you satisfy Paybase criteria for an account, including fraud, money laundering and eligibility checks.Your rights with respect to automated decisionsYou can ask that we do not make our decision based on the automated decision alone.
You can object to an automated decision, and ask that a person reviews it.If you want to know more about these rights, or to exercise them, please contact us.
WHERE WE STORE AND TRANSFER YOUR PERSONAL DATA
All information you provide to us will be transferred and stored in a jurisdiction located in the European Economic Area(EEA). However, we may transfer some or all of your data to countries outside of the EEA which may not offer the same level of protection as the GDPR with respect to the processing of your personal data. Where your data is transferred to such countries it will be protected by appropriate safeguards, namely the use of standard data protection clauses adopted or approved by the European Commission(EC) can can by found on the EC’s website:
Where data is to be transferred to a group company in a country outside of the EEA which may not offer the same level of protection as the GDPR with respect to the processing of your personal data., we will ensure that the group company agrees to binding corporate rules in accordance with Article 47 of the GDPR which can be found at:
Where we transfer data to organisations based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission:
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
KEEPING AND DELETING YOUR DATA
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
We keep certain data for minimum periods, namely:we retain Transaction Data for a minimum of seven years after the date of the transaction;we retain certain Account Information, for a minimum of seven years after your agreement with us has ended;The majority of personal data we hold will be deleted seven years after the termination of any agreement you have with us unless it is needed for other necessary or legitimate purposes.In some circumstances you can ask us to delete your data: see request erasure below for further information.
In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
Under the GDPR you have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it. Please note that we also have to consider our regulatory obligations and the rights of other individuals when providing you with information and that this may mean that the information we provide is redacted or partial in some instances.
Request correction of the personal data that we hold about you.This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data.This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party.We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data.However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
If you wish to exercise any of these rights you will need to contact us using the contact details above. In the case of exercising your right to access, you will also need to provide appropriate evidence of your identity.
If you decide to exercise one or more of these rights please note that it may mean that we have to terminate any agreement we have with you as we may no longer be able to provide the service you requested.
PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.
This User Agreement (this “Agreement”) is a contract between you (“you”, “your” or “User”) and Yata Payments Ltd., incorporated in Scotland (company number SC661466) with its registered offices at The Slate House, Newfargie, Perth, Scotland PH2 9QT (“YataPay,” “YataPay Secure”, “we”, “our” or “us”). You can contact us by email at email@example.com or by writing to us at the above address.
You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of any part of our web application, located online at www.yatapayments.com
Subject to the conditions set forth herein, we may, in our sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the our website at www.yatapayments.com (“Site”). We will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to the fees charged by us, we will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in the fees or any temporary or promotional fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1. YATAPAY SECURE ACCOUNTS
ection 1 discusses what you must agree to before using the Web App Services and the different types of accounts that can be created in the Web App, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Web App or Web App Services (an “Account”), by using the Web App or Web App Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted in the Web App, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Web App and the Web App Services, you must register for an Account. We reserve the right to decline a registration to join Yata or to add an Account type as a Client (as defined in Section 1.4.1 below) or Customer (as defined in Section 1.4.2 below), for any lawful reason.
Upon registering for an Account, you will also be registered for a MangoPay account as defined in the MANGOPAY Ts&Cs. These Ts&Cs are included in the YataPay Secure terms of service (LINK).
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Customer Services; and (b) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
In order to be eligible to register for an Account or use the Web App and Web App Services, you must also be eligible to register for a MangoPay as per MangoPay End User Ts&Cs.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types. For example, if you already have a Customer Account (as defined in Section 1.4.2 below), you can add a Client Account as a separate account type in settings. You agree not to have or register for more than one Account without express written permission from us. For example, if you already have a Customer Account, you agree not to have or register for a second Customer Account. We reserve the right to revoke the privileges of the Account or access to or use of the Web App or Web App Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
You can register for an Account or add an Account type to use the Web App and Web App Services as a Client (a “Client Account”). Any user using the Web App, Web App Services for the purpose of paying for Customer Services is a “Client” for purposes of the Terms of Service.
1.4.2 CUSTOMER ACCOUNT
You can register for an Account or add an Account type to use the Web App and Web App Services as a Customer (a “Customer Account”). Any user using the Web App for the purpose of charging for services is a Customer or Builder for purposes of the Terms of Service.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. You represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, we may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on YataPay Secure. You authorize YataPay Secure, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
2. PURPOSE OF YATAPAY SECURE
Section 2 discusses what YataPay Secure does and does not do when providing the Web App and Web App Services and some of your responsibilities when using the Web App or entering into a Service Contract with a Customer or Client, as detailed below.
The YataPay Secure Web App is a payment tool which allows Customers to receive payment for goods and services from Clients. Subject to Terms and Conditions, YataPay Secure provides the Web App Services to Users, including hosting and maintaining the Web App, facilitating the formation of Service Contracts and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User Uses the Web App to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH YATAPAY SECURE
YataPay Secure merely makes the Web App and Web App Services available to enable Customers and Clients to transact directly with each other. Yata Payments Ltd. does not introduce Customers to Clients, find projects for Customers, or find Customers for Clients. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users, and we are not a party to that Service Contract.
You acknowledge, agree, and understand that we are not a party to the relationship or any dealings between Client and Customer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Customer Services; or (e) paying for Service Contracts or Customer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. We do not vet or otherwise perform background checks on Customers or Clients. You acknowledge, agree, and understand that Yata Payments Ltd. does not, in any way, supervise, direct, control, or evaluate Customers or their work and is not responsible for any project, project terms or work product. Yata Payments Ltd. makes no representations about and does not guarantee, and you agree not to hold Yata Payments Ltd. responsible for, the quality, safety, or legality of Customer Services; the qualifications, background, or identities of Users; the ability of Customers to deliver Customer Services; the ability of Customers to pay for Customer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Customer to actually complete a transaction.
You also acknowledge, agree, and understand that Customers are solely responsible for determining, and have the sole right to determine, which projects to accept; the time, place, manner, and means of providing any Customer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Yata Pay Secure, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) we will not have any liability or obligations under or related to Service Contracts and/or Customer Services for any acts or omissions by you or other Users; (iii) we do not, in any way, supervise, direct, or control any Customer or Customer Services; does not impose quality standards or a deadline for completion of any Customer Services; and do not dictate the performance, methods or process Customer uses to perform services; (iv) Customer is free to determine when and if to perform Customer Services, including the days worked and time periods of work, and we do not set or have any control over Customer’s pricing, work hours, work schedules, or work location, nor are we involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Customer for a project; (v) Customer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and we do not, in any way, provide or guarantee Customer a regular salary or any minimum, regular payment; (vi) we do not provide Customers with training or any equipment, labor, tools, or materials related to any Service Contract. Customers are free to use subcontractors or employees to perform Customer Services and may delegate work on contracts. If a Customer uses subcontractors or employees, Customer further agrees and acknowledges that this paragraph applies to our relationship, if any, with Customer’s subcontractors and employees as well and Customer is solely responsible for Tradeperson’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Customer acknowledges and agrees that Customer is solely responsible (a) for all tax liability associated with payments received from Customer’s Clients and through the Yata Pay Secure Web App, and that we will not withhold any taxes from payments to Customer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Customer is not covered by or eligible for any insurance from us; (c) for determining whether Customer is required by applicable law to issue any particular invoices for the Customer Fees and for issuing any invoices so required; (d) for determining whether Customer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Customer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate.
In the event of an audit of Yata Pay Secure, Customer agrees to promptly cooperate with us and provide copies of Customer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Customer is engaging in an independent business as represented to us.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CUSTOMER
3.1 SERVICE CONTRACTS
If a Client and Customer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Customer. Client and Customer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that we are not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Yata Pay Secure and any Customer or a partnership or joint venture between Yata Pay Secure and any User.
With respect to any Service Contract, Clients and Customers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand our rights and obligations under the Terms of Service, including this Agreement and the Escrow Instructions . The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms* in whole or in part, in addition to or instead of other such agreements.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. We do not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create a solicitor-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek independent legal advice. We expressly disclaim any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that we will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
If Customer or Client intends to obtain an order from any arbitrator or any court that might direct us, the assigned Payment Service Provider (as defined below), or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting us or Payment Service Provider, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
4. WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Yata Pay Secure and a User.
Client is solely responsible for and has complete discretion with regard to selection of any Customer for any project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Customers should be engaged as independent contractors or employees of Client and engaging them accordingly; we will have no input into, or involvement in, worker classification as between Client and Customer and Users agree we have no involvement in and will have no liability arising from or relating to the classification of a Customer generally or with regard to a particular project.
5. YATAPAY SECURE FEES
Section 5 describes what fees you agree to pay to YataPay Secure in exchange for YataPay Secure providing the Web App and Web App Services to you and what taxes YataPay Secure may collect, as detailed below.
Customers pay Yata Pay Secure a Service Fee (as defined in this Section 5.1) for the use of the Web App Services. Yata Pay Secure charges service fees to Customers for using the apps communication, reporting, dispute resolution and payment services, as described in the Escrow Instructions (the “Service Fee(s)”). The Service Fees (to use the Web App Services) are paid solely by Customer. When a Client pays a Customer for a project or when funds related to a project are otherwise released to a Customer as required by the Escrow Instructions (See Section 6.1), Payment Service Provider will credit the freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Yata Pay Secure the Service Fee. Customer hereby irrevocably authorizes and instructs the Payment Service Provider to deduct the Service Fee from the Customer Escrow Account and pay YataPay Secure on the Tradeperson’s behalf.
Pursuant to the User Agreement, we charge Customers a Service Fee for each payment their Client makes to the Customer on a Service Contract. This will be 1.9% of all fees collected by Customer from Client.
6. PAYMENT TERMS AND ESCROW SERVICES
6.1 ESCROW SERVICES
YataPay Secure uses a Payment Service Provider to provides escrow services to Users to deliver, hold, and/or receive payment for a project, and to pay fees to YataPay Secure (“Payment Service Provider”).
YataPay Secure and a Payment Service Provider will use and release funds deposited in an Escrow Account only in accordance with this Agreement, the Escrow Instructions and the Payment Service Provider End User Agreements.
The Users agree that they will be bound by, and we will follow, the Escrow Instructions.
We undertake to perform only such duties as are expressly set forth in this Agreement, the Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Customer, even if communication is carried out using the Web App. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Customer in accordance with this Agreement or the Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the Escrow Instructions directly or through agents or solicitors (and will be liable only for the careful selection of any such agent or solicitor) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the Escrow Instructions, we will be entitled to refrain from taking any action until we are directed otherwise in writing by Client and Customer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
7. RECORDS OF COMPLIANCE
Section 7 discusses your agreement to make and keep all required records, as detailed below.
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to us upon request. Nothing in this subsection requires or will be construed as requiring us to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on our part to store, backup, retain, or grant access to any information or data for any period.
8. WARRANTY DISCLAIMER
Section 8 discusses your agreement and understanding that the Web App and Web App Services may not always be available or work perfectly, as detailed below.
9. LIMITATION OF LIABILITY
Section 9 discusses your agreement that we usually will not have to pay you damages relating to your use of the Web App and Web App Services and, if it is, at most it will be required to pay you £2000, as detailed below.
Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for fraud or in respect of any other liability arising out of or in connection with this Agreement which cannot be excluded or restricted by law.
We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Web App or Web App Services
delays or disruptions in our Web App or Web App Services
viruses or other malicious software obtained by accessing, or linking to, our Web App or Web App Services
glitches, bugs, errors, or inaccuracies of any kind in our Web App or Web App Services
damage to your hardware device from the use of the Web App or Web App Services
the content, actions, or inactions of third parties’ use of the Web App or Web App Services
a suspension or other action taken with respect to your Account
your reliance on the quality, accuracy, or reliability of information, or metrics found on, used on, or made available through the Web App; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL WE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF YATA PAY SECURE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) £2000; OR (B) ANY FEES RETAINED BY US WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CUSTOMER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Section 10 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that we are not a party to any contract between Users, you hereby release us, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Customer Services provided to Client by a Customer. This release also includes, for example and without limitation, any requests for refunds based upon disputes or transfer of funds as a result of a Dispute Outcome reached by the YataPay Secure mediator. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
Section 11 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Web App or Web App Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless Yata Pay Secure, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Web App and the Web App Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Customer as an independent contractor; the classification of Yata Pay Secure as an employer or joint employer of Customer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 11, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable solicitors’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable solicitors’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
12. AGREEMENT TERM AND TERMINATION
Section 12 discusses your and our agreement about when and how long this Agreement will last, when and how either you or we can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and we expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to firstname.lastname@example.org. In the event you properly terminate this Agreement, your right to use the Web App and Web App Services is automatically revoked, and your Account will be closed. We are not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or project entered into between Users. If you attempt to terminate this Agreement while having one or more open projects, you agree (a) you hereby instruct us to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such projects have closed on the Web App; (c) we will continue to perform those Web App Services necessary to complete any open project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to us for any Web App Services or such other amounts owed under the Terms of Service and to any Customers for any Customer Services.
Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Web App or Web App Services, deny your registration, or permanently revoke your access to the Web App and refuse to provide any or all Web App Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Yata Pay Secure or our Affiliates; may be contrary to the interests of the Web App or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Web App under the same Account or a different Account or reregister under a new Account without our prior written consent. If you attempt to use the Web App under a different Account, we reserve the right to reclaim available funds in that Account to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Web App depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF WE DECIDE TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WE HAVE THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WE WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
12.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep in the Web App and that that any closure of your Account may involve deletion of any content stored in your Account for which Yata Payments Ltd. will have no liability whatsoever. We, in our sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non- circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Yata Payments Ltd. from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
Section 13 discusses additional terms of the agreement between you and YataPay Secure, including that the Terms of Service contain our full agreement and how the agreement will be interpreted and applied.
13.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and us relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even we drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or us because of the authorship of any provision of the Terms of Service.
13.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon us unless in a written instrument signed by a duly authorized representative of us or posted on the Site by us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of us. We may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will insure to the benefit of the successors, heirs, and permitted assigns of the parties.
13.4 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, epidemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
If a Client and a Customer set up a transaction using the YataPay Secure Web App, these Escrow Instructions (“Escrow Instructions”) apply.
To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
1. DIGITAL SIGNATURE
By submitting a job proposal, clicking to “Accept and Proceed” following a review of a job proposal or to fund any milestone (to make a Funding Approval), Client and Customer are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the engagement, pursuant to Electronic Communications Act 2000 (ECA 2000) and the electronic identification, authentication, and trust services regulation (eIDAS 2016). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for an Escrow Contract.
2. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Customer irrevocably authorize and instruct Yata Payments Ltd., incorporated in Scotland with its registered offices at Eden Park House, Eden Park, Cupar, Scotland KY15 4HS (“we”, “our” or “us”) to release applicable portions of the Escrow Account (each portion, a “Release”) to their Customer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Customer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
2.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the following:
1. Client clicks to release funds to Customer
2. Client does not take any action for 3 (three) days from the date of a Customer’s Release request, in which case Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Customer the amount associated with to the applicable milestone in connection with such Release request
3. Customer cancels the contract before a milestone payment has been released to Customer, in which case the funds are to be returned to the Client
4. Client and Customer have submitted joint written instructions for a Release to either Customer Escrow Account or Client Escrow Account, as applicable
5. Client and Customer agree to close the contract without release of funds, in which case the funds are to be returned to the Client.
6. Both Client and Customer have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Resolution Procedure, in which case the funds are released as per the Yata Payments Ltd. mediator decision
7. Client or Customer has failed timely to respond to a Dispute Assistance notification as required by the Dispute Resolution Procedure, in which case the funds are released to the User that has participated
8. Client or Customer otherwise has failed to comply with the Dispute Resolution Procedure, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program
9. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Resolution Procedure, in which case the funds will be released in accordance with such award.
10. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order
11. We believe, in our sole discretion, that fraud, an illegal act, or a violation of our Terms of Service has been committed or is being committed or attempted, in which case Client and Customer irrevocably authorize and instruct us to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment
12. The appointed YataPay Secure Mediation Team believe that they have sufficient evidence to make a final decision on a dispute that has been raised without suggesting arbitration.
3. INSTRUCTIONS IRREVOCABLE
On the occurrence of a Release Condition, Client and Customer are deemed to and hereby agree that the instruction made to us to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to us to pay a Customer is irrevocable. Such instruction is Client’s authorization to transfer funds to Customer from the Client Escrow Account. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Customer, we will instruct MANGOPAY to transfer funds to the Customer and that we and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once we or MANGOPAY have charged Client’s Payment Method, the charge is non-refundable.
By agreeing to these Instructions, you agree that the YataPay Secure Mediation Team has the right to make a final irrevocable decision on any dispute that has been raised and has the right to transfer funds in accordance with the Dispute Outcome.
4. DORMANT ENGAGEMENTS
To be fair to Clients and Customers, we have a procedure for Escrow Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Escrow Funding, Escrow Release, Escrow Refunds, Funding requests, Release requests, requests to close the Contract, Status Report submittals, or actions under the Dispute Resolution Procedure.
A “Dormant Engagement” is a Contract that has an Escrow Account with a balance but has had no activity for 180 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:
1. We will notify Client when the Contract becomes Dormant (“Dormant Date”)
2. If no activity other than Release requests has occurred within seven (7) days after the Dormant Date, we will notify the Customer that the Fixed-Price Contract is Dormant
3. If neither Customer nor Client take any action for seven (7) days after the Dormant Date, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release Escrow Funds to Client
4. If Customer submits a Release request and client does not take any action for fourteen (14) days from the date of the Release request, Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Customer the amount related to the milestone with Release request
5. All funds released to Customer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.
5. REFUNDS AND CANCELLATIONS
Client and Customer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Customer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Customer by following the steps below.
Pursuant to the User Agreement, we charge Customers a Service Fee for each payment their Client makes to the Customer on a Service Contract. This will be 1.9% of all fees collected by Customer from Client.
5.2 CANCELLATION BY CUSTOMER
If Customer wants to cancel a contract with funds held in escrow, Customer must click to close the contract. When Customer clicks to close the contract, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release to Client all Escrow Funds associated with the contract.
5.3 CANCELLATION BY CLIENT
If Client wants to cancel a contract with funds held in escrow, Client must click to close the contract. Customer must either approve or dispute the Client’s cancellation within 7 days. If Customer approves the cancellation, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release to Client all escrow funds associated with the contract. Customer must dispute the Client’s cancellation via support ticket within 21 days. If Customer takes no action within 21 days from the date notification of the cancellation is sent to Customer, Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Client all Escrow Funds associated with the contract. If Customer disputes the cancellation, Customer and Client will be offered Yata Payments Ltd. Dispute Assistance (as defined in Section 6).
6. DISPUTE ASSISTANCE PROGRAM
If Client and Customer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, Yata Payments Ltd. provides this Dispute Resolution Procedure as a mechanism to resolve the Dispute.
6.1 DEFINITIONS AND KEY DATES
1. “Arbitration” means binding non-appearance based Arbitration by a neutral third party as described in Section 6.
2. “Arbitration Payment” means Client’s or Tradeperson’s applicable portion of the costs of Arbitration as more particularly described in this Section 6.
3. “Arbitration Limitations Date” means the date 14 days after the YataPay Secure mediator has suggested arbitration.
4. “Dispute” means a dispute between a Client and Customer concerning a Fixed-Price Contract and covered by this Dispute Resolution Procedure.
5. “Dispute Assistance Deadline” means the date 30 days after the Client was billed for the last milestone.
6. “Dispute Resolution Procedure” means the Dispute resolution procedure set forth in this Section 6.
7. “Yata Payments Ltd. Dispute Assistance” means the Dispute assistance provided by Yata Payments Ltd. as set forth in this Section 6.
6.2 AVAILABILITY OF YATAPAY SECURE DISPUTE ASSISTANCE
Dispute Assistance is only available: (i) after initial funding of the Escrow Account associated with the Contract, and (ii) prior to the Dispute Assistance
Deadline. Dispute Assistance is not available to either the Customer or the Client via the Site after the Dispute Assistance Deadline.
6.3 YATA MEDIATION
Yata Payments Ltd. will first attempt to assist Client and Customer by reviewing the Dispute and, where possible, providing a final decision on the Dispute Outcome. You agree that YataPay Secure has the right to make the final decision on a dispute outcome and has the right to transfer funds in accordance with the Dispute Outcome decision.
- The Yata Disputes team will notify Client and Customer by providing a notice of dispute along with a request for information and supporting documentation (if any).
- If both Client and Customer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available in the Web App that pertains to the Dispute. After review, the Disputes team will provide a final decision on the Dispute Outcome based on the results of the review.
- If the YataPay Secure mediator is unable to provide a Dispute Outcome, he will suggest external arbitration.
- If either Client or Customer disagree with the Dispute Outcome, then the Client or Customer must request in writing that the Dispute Outcome is deferred to External Arbitrators. This request must be submitted in writing within 5 days of receiving the Dispute Outcome. The YataPay Secure mediator reserves the right to deny this request.
- If neither party requests External Arbitration and the YataPay Secure mediator does not suggest it, the Client and Customer agree that Yata Payments Ltd. is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the Dispute Outcome decided by the YataPay Secure mediator.
- If the Client or Customer requests to arbitrate by notifying Yata Payments Ltd. and the YataPay Secure mediator accepts this request, it is the responsibility of both parties to appoint a mutually agreeable Arbitrator within 10 days.
- If both parties are not able to agree on an external Arbitrator, YataPay Secure will appoint an Arbitrator.
- If the Client or Customer does not make any Arbitration Payments, the Customer and Client will be deemed to have irrevocably authorized and instructed Yata Payments Ltd. to, and Yata Payments Ltd. will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, Yata Payments Ltd. will close the Dispute.
If Client and Customer both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Customer will be deemed to have authorized and instructed Yata Payments Ltd. to make a final decision on the dispute.
6.4 ARBITRATION FOR A FIXED-PRICE CONTRACT
If arbitration has been suggested or requested in accordance with these Escrow Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”
Any such Arbitration will be conducted by a neutral third-party Arbitration service.
6.5 FILING THE CASE WITH THE ARBITRATOR
After the parties have appointed an Arbitrator, we will provide the arbitrator with supporting documentation including but not limited to the documents submitted to us during the dispute resolution process, information available via the Web App, and access to the Web App.
6.6 LIMITATIONS PERIOD FOR ARBITRATIONS
If both Customer and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Cient and Customer will be deemed to have irrevocably authorized and instructed us to, and we will make a final decision on the dispute.
6.7 ARBITRATION FEES
In the case of arbitration, 50% of arbitration fees will be covered by the Customer and 50% of arbitration fees will be covered by the Client.
6.8 ARBITRATION AWARD
You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to us, then we have the right to treat such notice as conclusive and act in reliance thereon.
6.9 SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.
All notices to a User required by these Escrow Instructions will be made via email sent us to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with us., for checking their email and for responding to notices sent us to the User’s registered email address.
8. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Resolution Procedure must be resolved in accordance with the terms in the Dispute Resolution Procedure. All claims filed or brought contrary to the Dispute Resolution Procedure will be considered improperly filed, and we will have the right to take any other action, including suspension or termination of your Account, and any other legal action as we deem appropriate in our sole discretion.
We, in our sole discretion, reserve the right to suspend or terminate your Account immediately upon giving notice to you if we believe you may be abusing the Dispute Resolution Procedure or as otherwise permitted by the Terms of Service. However, any Disputes for any Contracts that existed prior to termination will be subject to the Terms of Service.
10. LIMITATIONS OF LIABILITY
You agree that a final Dispute Outcome by a YataPay Secure mediator is irrevocable and final. We are not liable for the recovery of any funds that have been released to either party as part of the Dispute Assistance Programme, should a decision by a YataPay Secure mediator be overruled by a court of competent jurisdiction.
Software License Agreement
1. CONDITIONAL LICENSE
1.1. LICENSE GRANT
Subject to your compliance with the terms and conditions of this EULA, YataPay Secure grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Web App.
1.2. RESTRICTIONS ON USE
You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Web App, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Web App. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of YataPay Secure. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
1.3. INTELLECTUAL PROPERTY RIGHTS
The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to YataPay Secure or its licensors or third party providers. You acknowledge that YataPay Secure or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by YataPay Secure, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
Subject to your compliance with the terms and conditions of this EULA, YataPay Secure grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with payments you process on or through the Web App.
2. DISCLAIMER OF WARRANTIES
2.1. “AS IS” NO WARRANTY
THE SOFTWARE IS PROVIDED BY YATAPAY SECURE AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. YATAPAY SECURE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YATAPAY SECURE DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.
2.2. PRIVACY DISCLAIMER
TO THE FULLEST EXTENT PERMITTED BY LAW, YATAPAY SECURE DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.
2.3. JURISDICTIONAL LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
2.4. SURVIVAL OF DISCLAIMER
The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.
3. LIMITATION OF LIABILITY
3.1. LIMITATION OF LIABILITY
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL YATAPAY SECURE, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF YATAPAY SECURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
3.2. DAMAGES CAP
EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, YATAPAY SECURE’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE GBP (£1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY YATAPAY SECURE.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless YataPay Secure and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. YataPay Secure reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.
5. NO NOTICE OF UPDATES
YataPay Secure reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. YataPay Secure also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
6. EXPORT CONTROLS
You are responsible for complying with trade regulations and both foreign and domestic laws.
This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by YataPay Secure or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from YataPay Secure if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to YataPay Secure that all copies have been destroyed.
7.1. SURVIVAL OF TERMINATION
Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit YataPay Secure’s other rights it may have by law.
8.1. SEVERANCE WAIVER
If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.
You agree that, on YataPay Secure’s request, you will certify in writing your compliance with the terms of this EULA.
You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of YataPay Secure, at our sole discretion. Notwithstanding the foregoing, YataPay Secure may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.
8.4. ENTIRE AGREEMENT
This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.