| “Disconnect or Disconnection” |
means the disconnection of the Merchant from the Payment Processing Services; |
| “Disconnection Date” |
means the date the Merchant is Disconnected; |
| “DP Addendum” |
means the data protection included in Schedule D of this Agreement; |
| “Effective Date” |
means the date of the last signature of the Merchant Agreement Form. |
| “Force Majeure” |
means any event or circumstance beyond the reasonable control of a Party including but not limited to pandemics, acts of God, storm, earthquake, fire, flood, war, industrial action, vandalism, non-availability of any part of a communications network, governmental action, inclement weather conditions, atmospheric conditions and other causes of radio interference, failure or shortage of power or fuel supplies, the acts or omissions or service failures of communications operators or internet service providers or third parties; |
| “Fraud Costs” |
means any circumstance in which a Customer acts irregularly, illegally or in a fraudulent manner using in any way, either directly or indirectly the Merchant’s functionalities; |
| “Intellectual Property Rights” |
means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; |
| “Merchant Account” |
means the Merchant’s bank account or other digital account as notified to the Service Provider in writing from time to time, for the avoidance of doubt the Merchant Account must be in the same name as the Merchant; |
| “Merchant Panel” |
means the virtual, secured account and related back office maintained by Service Provider and operated by the Merchant, for the recording of all Deposits, credits (incoming Merchant funds) and debits (outgoing payments/Off-ramps), and access of Transaction Data and reports for Merchant; |
| “Notified Party” |
has the meaning specified in Clause 10.6; |
| “Notifying Party” |
has the meaning specified in Clause 10.6; |
| “Off-ramp(s)” |
means the amount transferred by the Service Provider to the AstroPay Account, by the instruction of the Merchant; |
| “Off-ramp Fee” |
means the fee deducted by the Service Provider to the Merchant based on the sum of all the effective Off-ramps made; |
| “Payment Processing Services” |
means the granting of a technological platform that enables a variety of services provided by the Service Provider pursuant to this Agreement, including the processing of Off-ramps to the AstroPay Accounts identified by the Merchant; |
| “Secret Key” |
has the meaning specified in Schedule B; |
| “Tax(es)” |
has the meaning ascribed to it in Clause 6.3; |
| “Term” |
means the Initial Term and any subsequent Renewal Term as defined in Clause 11.1; |
| “Termination Date” |
means the date of termination of the Agreement; |
| “Territory” |
means the list of territories set out in Schedule C; |
| “Transaction(s)” |
Means an Off-ramp instructed by the Merchant on benefit of a Customer using the Payment Processing Services |
| “Transaction Fee” |
has the meaning ascribed to it in Schedule A; and |
