Conditions of use for property owners and managers
Last update on September 24, 2019
For your convenience, we provide a translation of our Customer Service Agreement. This translation is for informational purposes only, and the final version of the contract is the one written in English.
Customer Service Contract
This Customer Service Agreement (the "Contract") is concluded between YapStone International Limited, a limited liability company established under the laws of Ireland (which sometimes operates as HolidayRentPayment) ("YapStone") and You or the company on behalf of which You accept these conditions ("You", "Your / s", or "Customer" ) and enters into force on the date you submitted the Registration Form defined below (the "Date Entry into Force"). If You submitted a Registration Form on behalf of a company, You represent and warrant that you may enter into this Agreement with YapStone on behalf of that company, that you accept the terms of this on behalf of that company and that You have received a copy of the Contract. Read all the conditions carefully, which constitute a legally binding agreement between You and YapStone.
- YapStone provides online electronic payment services that facilitate the payment of rentals, deposits, housing tax (s) (as defined in Section 1.1E) and other expenses related to rentals (collectively, the "Rentals") In the short and long term in the rental industry, between property owners / managers and people wishing to rent the property and stay as guests (the "Guest(s)"). Such facilitation can be done through the YapStone application interface (as a whole, the "Services").
- You sublet, manage and / or own the property indicated in the Registration Form and other forms (collectively, the "Forms") sent to YapStone (the "Property" or the "Properties"); Y
- You owe a Guest Rentals under a contract between you and the Guest, and you intend for YapStone to charge the Rentals due in accordance with the conditions set forth in this Agreement.
This Agreement incorporates by way of reference, in the order of priority mentioned below:
- any agreement required by an Acquirer, as defined below, or a Network of cards, as defined below;
- Articles 1 to 12 of this Contract; Y
- the Registration Form, the property configuration form, the bank change form and any other information or form sent by You to YapStone (collectively, the "Forms").
You and YapStone accept the following conditions:
1.1 Relationship with YapStone. You hereby designate YapStone (and the Acquirer) as Your agent for specific purposes for the specific purpose of receiving, charging, expediting, transmitting and / or processing Payments (as defined in Article 1.3) on Your behalf by part of the Guests that make Payments in their favor, and to transmit those funds to You. You acknowledge and agree that:
- The funds received by YapStone (and the YapStone Acquirer) from the Guests on Your behalf in relation to the operations of the Services will be considered received from the Guests by You and will pay the obligations of the Guests with You for the amount of Payment applicable for part of the Guest, even if YapStone does not remit the funds received from the Guest.
- In addition to the above, when you are authorized by contract to receive or collect Payments on behalf of an owner or when Your lease or other agreement with a Guest establishes that You will make payments as the agent of the owner or the association of owners of housing, and You use the Services to receive, collect, expedite and / or transmit Rental Payments to You or to the owners for whom You provide property management services (collectively, the "Beneficiary(s)"), You represent and warrant to YapStone that you have the necessary power, authorization or faculty, among other matters, and that you hereby (i) designate YapStone as the Beneficiary's agent for the specific purpose of receiving, charging , expedite and / or transmit Payments on behalf of each Beneficiary as a result of the Payments made by the Guests to the Beneficiary; and (ii) accept, on behalf of each Beneficiary, that the funds of the Guests received by YapStone (and / or the YapStone Acquirer) on behalf of the Beneficiary in relation to the operations of the Services (a) shall be considered as funds received from the Guests by the Beneficiary, and (b) will settle the obligations of the Guests with the Beneficiary for the amount of the Payment applicable by the Guest. When the provisions of this article 1.1.A.1 apply, the references made below to Your acknowledgments, agreements, statements, authorizations or consents shall be deemed made in Your name and on behalf of the Beneficiary.
- YapStone or the person it designates will provide the Guests with a receipt or any other information required by applicable law, where the payment is confirmed on the corresponding date. You acknowledge that YapStone is not a bank or any other type of certified depository institution. You also acknowledge that the funds received by YapStone may be linked to funds of other persons on behalf of which YapStone (or its service provider) collects and retains Payments or on behalf of and for the benefit of You or the Beneficiary, as applicable, in one or more accounts combined in one or more insured banks. Funds held in any combined account will qualify for transfer insurance, which means that Your balance is insured to the maximum of the plan. In your relationship with you, the establishment and maintenance of any combined account is at the sole discretion of YapStone. YapStone will not use funds held in that manner for the corporate purposes of YapStone. You will not receive any participation or other type of gain for the funds that YapStone holds for You or on Your behalf.
- YapStone may submit Payment transactions to any Card Network or Acquirer (as defined below) and receive funds from any Card Network or Acquirer on Your behalf.
- YapStone may grant or deny to any Guest the ability to use the Services, with or without any reason.
- In addition to the Payments made by the Guests with respect to the Rental, when it is obligatory under the applicable laws, You also authorize YapStone to charge each Guest and to send to the corresponding local tax authorities in His name all the applicable taxes on the accommodation , occupancy, hospitality, sales and use, temporary taxes or other similar taxes (the "Accommodation Taxes").
- Refunds; Deposit for Damages. You must initiate a Payment Refund by communicating your refund instructions to YapStone. However, if you enroll or are already enrolled in a program for automatic reimbursement of the damage deposit where you have authorized YapStone to automatically reimburse deposits for damage to Payers / Guests, you authorize YapStone to: (i) keep the deposit funds for damages until you claim such funds; or (ii) keep the funds of the deposit for damages and initiate a refund of such deposit for damages in Your name in accordance with the program parameters.
1.2 Your Responsibilities; Relationship with the Acquirer; Card Networks. During the Term of this Agreement, the Services will be provided by YapStone together with the merchant or other acquirers, and their corresponding bank (s) sponsoring member (s) (as a whole, the) "Acquirer(s)"). You agree to comply with all YapStone policies regarding the Services, as well as all operating regulations and other applicable standards (collectively, the "Operating Regulations") of card plans (such as Visa, MasterCard, Discover, American Express , Carte Bleue (as a whole, the "Card Networks")) and bank transfer programs [the Single European Payments Area of the European Union ("SEPA") and / or the Automated Banking Clearing Service of the United Kingdom ("BACS") acronym in English), as well as any other applicable plan to make payments directly from one bank account to another, "Direct Debit Systems"], and all applicable laws, regulations, regulations and guidelines at federal, e, provincial, county or local level in connection with the conduct of your business. You agree and acknowledge that the Card Networks and Direct Debit Systems reserve the right to modify the Operating Regulations without notifying you. If you decide to accept only certain types of Cards, it will be Your responsibility to indicate properly which Cards you accept.
1.3 Rental Payments and Financing Schedule. During the Term of this Agreement, YapStone Services will allow qualified Guests to make Rentals payments to You or the Beneficiary using the payment channels established in Article 2, which may include: credit cards, debit cards (in as a whole, the "Cards") and, as available, SEPA, BACS or other methods of electronic transfer of bank account funds (as a whole, "Direct Debit") (the Cards and Direct Debit as a whole, the "Payments"). Once the Registration Form has been received, YapStone will review Your request and determine if it is in a position to offer you the Services, as well as the manner in which you will cancel the Rental Payments at your sole discretion.
Subject to delays in bank processing and any restrictions on fraud or risks imposed by YapStone, you will usually receive the Payment of the Guest (less the Fees and the corresponding deductions, as indicated in this Contract) in Your bank account in 2 to 3 business days from the date the Payment is deposited in YapStone accounts, in accordance with the terms of this Agreement.
YapStone may modify Your cancellation schedule at any time during the Term of this Agreement, provided you are notified about it.
1.4 Cancellation. The Acquirer will process all transactions with Cards and Direct Debit for YapStone and You. You agree that the cancellation of the funds in the designated YapStone bank account exempts the Acquirer from its cancellation obligation towards You and that any dispute regarding the receipt or the amount of the cancellation will occur between YapStone and You.
1.5 Authorization of Debits and Credits. You hereby authorize YapStone to make debits and credits in the bank accounts detailed in the corresponding Forms. This authorization includes bank accounts belonging to You or any particular Beneficiary for the following purposes:
(i) credit Payments to You or according to Your instructions;
(ii) credit any other amount owed to the Client;
(iii) debit any Returns or Refunds; Y
(iv) debit all fees, charges or other amounts owed by You to YapStone.
You state that you have the legal right, power and authority to authorize YapStone to credit and debit such bank accounts. You acknowledge that, if you interfere with YapStone's ability to debit amounts from such bank accounts, YapStone may suspend or interrupt the Services without notice. You hereby agree that at any time during the term of the Contract the bank accounts notified to YapStone as part of the Registration Requirements (or any other individual bank account that you notify YapStone under this Agreement) will remain in operation and will have a Direct Debit Order in favor of YapStone. In particular, you authorize YapStone to use:
(i) Your bank accounts in order to deposit Payments (less the Fees and the corresponding deductions detailed in this Contract); Y
(ii) the Direct Debit Order to pay any fees, returns and cancellation of applicable Payments due to YapStone (which includes, among others, the cancellations of the Guests).
1.6 Your Use of the Services. You agree that the Services will be used solely for the collection and payment of Rentals and for no other purpose. The Client declares and guarantees that it complies with all applicable laws regarding property management, vacation rental reservations and other products or services provided by Customers or Beneficiaries, and that it has the legal authority to administer, lease, sublet or be the owner of the Properties and to charge and authorize YapStone to collect the Payments related to the Properties; If the Client is not in a position to demonstrate such authority at the request of YapStone, the latter may suspend or interrupt the Services and may withhold or return to the Beneficiary any related Payment.
In addition, with the knowledge that YapStone intends to be based on the agreements, declarations and guarantees established herein, You (i) acknowledge and agree that you are required to disburse the owners to whom certain services provided by YapStone provide services to You; (ii) states and guarantees that you have all the necessary licenses and permits to provide property management services and to collect YapStone funds on behalf of the lessors or owners; (iii) declares and guarantees that You have been duly authorized as the agent of the owner on whose behalf you agree with YapStone to collect the Rental Payments;
YapStone and its Acquirers will have the right to audit and make independent evaluations of their records, books, accounts, receipts, files and the rest of the material corresponding to each property for which YapStone provides its Services, with a frequency not exceeding two (2) times a year, with reasonable notice, to ensure your compliance with the conditions of this Agreement.
1.7 Modification of the Services. If YapStone determines that it is necessary to protect the integrity of the Website, the Services or their operations to prevent damage to third parties or to comply with applicable laws or regulations, YapStone shall have the right, without notice or liability, (i) to change, suspend or suspend discontinue the Services or the Website, and (ii) impose limits on the features or restrict access to any of the Services and the Website, as long as YapStone does not otherwise modify the Services or the Website in a manner that, in its sole discretion, substantially prejudices the use you make, without first providing You with a notification at least 10 (ten) in advance of such modification.
In addition, YapStone may modify any of the Services or the Website periodically without prior notice. However, if YapStone determines, subject to its sole discretion, that such modification would substantially impair the use of the Services or the Website by the Client, YapStone will notify You of that modification by email or by making a publication in the Legal Center of the Website.
1.8 Delivery of Information. You must keep updated all the information identified in the Forms, which includes, among others, all the information about the bank accounts. You must also provide any other information that YapStone requests reasonably, periodically or otherwise, to provide the Services. You acknowledge that not updating such information may result in Payments being diverted, delayed or returned to the Guest. In no case will YapStone be responsible for the damages that derive directly or indirectly from Your omission in the delivery of current and correct information.
1.9 Relationship between YapStone, the Beneficiaries and the Client. The Client acknowledges and accepts that YapStone is not part of His contract with any Guest or Beneficiary in relation to the administration of the property, reservations for vacation rentals or other products or services provided by Customers or Beneficiaries. Consequently, in the event of a dispute between You, a Guest or any Beneficiary for any reason other than the provision of the Services by YapStone, You agree to indemnify, defend and hold harmless YapStone, its affiliates, officers, directors, agents , employees and other representatives for any claim related to the dispute.
2. RATES AND CHARGE OF FEES.
2.1 Rates. You will pay YapStone the rates indicated in the Schedule annex ("Rates"). YapStone reserves the right to modify any tariff by notifying you 10 (ten) days in advance. You are responsible for informing the Guest of all fees charged to that Guest. If a dispute arises for not informing the rates that you charge the Guests, you will be liable to YapStone for any subsequent refund or refund. You hereby authorize YapStone to automatically deduct all Fees due for Payments charged by YapStone, as well as Fees related to Returns and Refunds (as defined below) before cancellation in Your bank accounts. In addition to the rates indicated below, you are also responsible for any penalty or fine imposed by any Acquirer, Card Networks, or other body resulting from Client’s use of the Services in a manner not permitted by this Agreement, Operating Regulations, or Acquirer rules and regulations.
2.2 Right of Compensation. To the extent permitted by law, You authorize YapStone to withhold, without the need for any notification, of any payment owed to You or the Beneficiary for all amounts owed to YapStone, which include, among others: (i) the Fees You owe, and (ii) the amounts that you owe YapStone in connection with any Refund, Return or other adjustment to the previous Payments.
2.3 Collection Actions. Regardless of any other provision herein, if you do not pay YapStone the amounts due to YapStone under this Agreement, YapStone reserves the right, by itself or through a third party that is a collection agency, to initiate a collection action. against you to recover such funds. Periodically, YapStone may charge interest on unpaid amounts that are past due at least 30 (thirty) days at the annualized rate of 10% (ten percent) or at the maximum rate allowed by applicable law. Interest will be calculated on a daily basis from the due date until the amount due in full is paid. In that case, you agree to pay all costs and expenses, including but not limited to,
3. INSURANCE; RETURNS AND REFUNDS.
3.1 Assurance; Due Diligence on the Client, Fraud and Risk Reviews. So that YapStone can comply with laws and regulations on counterterrorism and financial services, among others, as well as customer identification requirements imposed by Card Networks and Acquirers, You must provide information to YapStone about You, Your shareholders, Your activities and the Properties. You unconditionally guarantee that all information that you provide to YapStone is true, correct and current and recognizes that YapStone relies on that information to establish this Agreement and provide the Services. You authorize YapStone to collect and verify the information you provide (including the information provided on the Forms). YapStone will use this information to carry out due diligence processes on the client, verify identities and make various insurance, fraud and credit risk reviews. You acknowledge that YapStone will constantly monitor Your operations through the Services to identify suspicious activities in order to prevent, detect and deter fraud and money laundering, and to protect the integrity of your systems and your business activity. You further acknowledge that, as a result of that control, YapStone may request other due diligence processes (including information about the Properties, Your financial statements and other information about the Guests or the Beneficiaries) with respect to You to ensure that You continue to gather the conditions for the Services. YapStone may suspend or discontinue the Services immediately and may withhold or return any Payment that corresponds to the Guest when any of the following situations occurs:
3.2 Adequate Security; Reserve. As a condition for continuing to provide the Services to You, You agree that YapStone may request a warranty of any kind at any time, which includes asking You to maintain a separate reservation account with YapStone (a "Reservation") or require the Client to obtain certain types of insurance on the Properties. YapStone may establish the Reserve for the amount that, according to its reasonable criteria, is necessary to cover its risk or that of any Acquirer in relation to the provision of the Services to You (which includes, among others, the Early Returns or the risk credit). The reservation may be increased, reduced or eliminated periodically according to the exclusive criteria of YapStone. You agree that YapStone may finance the Reserve through payments directed to You under this Agreement and grant YapStone the right to withdraw or debit amounts from the Reserve, without notifying you previously, in order to collect the amounts owed by YapStone Under this Agreement. You grant YapStone a real right of guarantee and a lien on all funds held in any Reserve. You will prepare any additional documentation necessary for YapStone to perfect that real right of guarantee, which will remain in effect while YapStone has funds in the Reserve. You acknowledge and agree that all interests and other profits that accrue from the Reserve or are attributed to it will belong to YapStone.
3.3 Returns and Refunds. All Payment by a Guest is subject to the right to (i) "Refund" (the right of the holder of a bank account to request the return of funds by means of a refund, a refund, an annulment, a revocation or a request cancellation, among others) for an operation financed by a bank, for example, as a result of the alleged unauthorized use of a bank account or insufficient funds), or (ii) "Return" (The right of credit card holders to claim a refund from the issuer of their Cards, for example, as a result of fraud or dissatisfaction with a purchase). These rights exist between the payers / account holders and their banks or Card issuers. You acknowledge and agree that You are responsible for any Return or Refund of a Payment, plus any applicable fee for the Return or Refund, regardless of the reason for the Return or Refund. In case of Return or Refund of any Payment by an account holder, YapStone is authorized - without prior notice - to recover that amount plus any fees related to the Return or Refund from Your bank account or withhold that amount at from any Payment owed to You or the Beneficiary. YapStone will not be obliged to take any collection action against a Guest or account holder and, consequently, YapStone's obligation to send the funds collected by YapStone on Your behalf will be limited to the funds that YapStone has actually received and that does not are subject to Returns or Refunds.
With respect to Returns, YapStone may assist the Customer, subject to its sole discretion, to investigate and object to the validity of the Return on Your behalf and at your expense. You agree to collaborate with YapStone to provide all the information that YapStone reasonably requests in your investigation. You authorize YapStone to share information about a Return with the Guest and the account holder, the financial entity of the account holder and Your financial entity in order to investigate or mediate to obtain a Return. If the Return is resolved in Your favor and YapStone has the corresponding funds in its possession, YapStone will deposit them in Your designated bank account. If a dispute about a Return is not resolved in Your favor or You decide not to challenge a Return, You waive your right of refund. You acknowledge that if you do not attend YapStone in a timely manner during the investigation of an operation, you may lose the dispute related to the Return or Refund. You acknowledge that decisions related to Returns and Refunds are made by the issuing bank, Card Networks or Direct Debit Systems, and all opinions regarding the validity of the Return or Refund are subject to the sole discretion of the issuing bank, the Card Network or the Direct Debit System that corresponds.
3.4 Excessive Returns / Refunds. If YapStone determines, in its sole discretion, that you have incurred an excess amount or amount of Returns or Refunds, YapStone may, without prior notice: (i) increase the Fees, (ii) require that You establish a Reservation, (iii) delay Payments to You, and / or (iv) suspend the provision of Services to You.
3.5 Financial Statements. You agree that within thirty (30) days of the end of the quarter you will provide YapStone with your unaudited financial statements, and that it will provide you with audited financial statements at least once a year. YapStone reserves the right to terminate, suspend or limit access to the Services based on its analysis of said financial statements, and / or in case YapStone cannot obtain or verify any of Your essential data. In the event that Your access to the Services terminates, is suspended or limited based on the information contained in the financial statements, YapStone will notify you in accordance with applicable laws.
4. DATA SECURITY AND PRIVACY.
4.3 Consent with Electronic Signature. YapStone, and its affiliates and external service providers, may need to send you certain communications, notices, agreements, invoices and / or written disclosures ("Communications") regarding the Services. If you accept this Electronic Signature Consent, you confirm your ability and consent to receive Communications electronically from YapStone, its affiliates and its external service providers, instead of receiving them in print, and for the use of the electronic signatures in our relationship with you ("Consent"). If you decide not to accept this Consent or if you withdraw Your Consent, your use of the Services may be limited.
5. INTELLECTUAL PROPERTY.
5.1 Intellectual Property Rights. In its relationship with You, YapStone is and will be at all times the exclusive owner of the Services, the Website and any other material that YapStone may use or facilitate in connection with the implementation and operation of the Services or the Website, as well like any current or future rights on patents, copyrights, trademarks, trade names and logos, integrated circuit layout schemes, trade secrets, databases, moral rights and any other exclusive or intellectual property rights of any kind or nature and anywhere in the world (whether or not registered or perfected) in relation to what is detailed below. By way of clarification, you will not acquire any right, title or participation in the following: (i) inventions, methods, processes, technology and author works that YapStone has developed, conceived, implemented or acquired in another way; (ii) modifications, improvements and derivative works thereof; and (iii) intellectual property rights with respect to the foregoing.
You may not modify, adapt, translate, decompile, reverse engineer, disassemble, attempt to generate source codes otherwise or prepare derivative works from the Website, the Services or any other intellectual property of YapStone.
You will not use YapStone's name or trademarks in any press release or promotional materials without obtaining the written consent of YapStone in advance for each case. You grant YapStone a limited, non-exclusive, royalty-free and paid license to use Your name and trademarks for the sole purpose of offering or trading (including advertisements, promotions and sales materials) Services to Your Guests or potential guests.
6.1. Your Responsibility. You will be responsible to YapStone, the Acquirer and their respective parent and subsidiary companies, as well as the directors, officers, employees and agents of each of these (the "YapStone Parties") for all Claims (as defined below) that arise or with respect to (i) Their use and use of any Guest of the Properties, Services or the Website; (ii) any breach (or, solely as to the defense obligations, any alleged breach) of this Agreement by You or any breach of Your statements, warranties or obligations set forth in this Agreement; or (iii) Your fault, fraud, false statement, intent, breach of applicable laws or violation of the rights of any person or entity. YapStone will notify you immediately in writing of such Claims. Notwithstanding the foregoing, You must indemnify,
6.2. YapStone Responsibility. YapStone will be responsible to You and Your parent companies and subsidiaries, as well as the directors, officers, employees and agents of each of these ("Your Parties") for all Claims (as defined below) that arise or with respect to (i) any breach (or, solely as regards defense obligations, any alleged breach) of this Agreement by YapStone; or (ii) any fault, fraud, false statement, intent, breach of applicable laws or violation of the rights of any person or entity by YapStone. Notwithstanding the foregoing, YapStone shall indemnify, defend and hold harmless to Its Parties for any Claim that arises or with respect to the violation of the rights of any person or entity by YapStone.
6.3. Compensation Process. The party requesting compensation in accordance with Article 6 (the "Indemnified") shall: (a) immediately notify the other party (the "Compensatory") in writing on the Claim for which compensation is requested, but in no case beyond the period of 5 (five) business days from the date on which the Inmate has taken notice of the Claim: (b) make every effort reasonable to provide the Compensator with all the information and material that is in the hands of the Compensated with respect to the Claim; (c) assist the Compensator in the manner in which he reasonably requests in relation to the investigation, conciliation and defense of the Claim; and (d) grant the Compensator exclusive control over the defense and conciliation of the Claim, provided that the Compensation may participate in such defense at his option and position. Within 10 (ten) days of the Compensator receiving notification of the Claim or intimidation, The Compensator will notify the Indemnified if the Compensator will assume full control (in accordance with this article) regarding the defense, transaction or conciliation of the matter, which includes the legal advisor that the Compensator has selected. Any legal advisor that the Compensator decides to keep for this purpose must be reasonably acceptable to the Compensator, whose consent cannot be unreasonably withheld. The Compensator will implement and maintain such defense diligently and reasonably and will keep the Compensated fully informed about their status. Likewise, the Compensator may not reconcile or dispose of such Claim on behalf of the Compensated or in a manner that could harm the rights or interests of the Compensated (which include, among others, any conciliation that imposes a pecuniary or other liability or an admission of fault or fault on the part of the Indemnified or that requires that the Compensated be subject to a precautionary measure of any kind) without the prior written consent of the Indemnified, which does not may be unreasonably withheld or delayed. The Indemnified shall not be liable under this agreement for any conciliation held without their prior written consent, which may not be unreasonably withheld or delayed.
6.4. Definition of "Claim"
"Claim" means any action, accusation, opinion, right of action, cessation and withdrawal letter, charge, subpoena, claim, intimidation, directive, fine, lawsuit or other litigation or procedure, or notification issued or presented by a third party, or that is done on your behalf or on your behalf, which includes any governmental entity, and all consequent sentences, good faith conciliations, penalties, damages and losses (including mediated, indirect, special, occasional or punitive damages), losses, liabilities, costs and expenses (including, but not limited to, attorneys' fees, expenses and reasonable costs) incurred in this regard.
7. LIMITATION OF LIABILITY.
7.1 YAPSTONE SHALL NOT BE RESPONSIBLE FOR: NO LACK COMMITTED BY A PERSON OR ENTITY THAT IS NOT YAPSTONE AND MAY AFFECT THE RECEPTION, PROCESSING, ACCEPTANCE, TERMINATION OR CANCELLATION OF A PAYMENT OR SERVICES.
IN NO EVENT SHALL YAPSTONE'S TOTAL RESPONSIBILITY THAT COME FROM THIS CONTRACT BE ABOVE TO EXCEED THE RATES THAT YAPSTONE HAS OBTAINED UNDER THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRIOR TO THE DATE THAT COMES FIRST IN THE FIRST TIME THERE IS MADE A PAYMENT (as defined in Article 1.3) TO BE ADDED TO YOU, THE AMOUNT OF THAT PAYMENT DUE TO YOU. Each party recognizes that the other party has entered into this Agreement based on the limitations of liability stipulated in this paragraph and that such limitations are the fundamental basis of negotiation between the parties.
EXCEPT FOR ANY EXPRESS WARRANTY INCLUDED IN THIS AGREEMENT: (i) THE SERVICES, WEB SITES AND ALL CONTENTS, SOFTWARE, MATERIALS AND OTHER INFORMATION PROVIDED BY YAPSTONE OR TO WHICH YOU MAY ACCESS OTHERWISE REGARDING THIS AGREEMENT OR THE SERVICES ARE PROVIDED IN THE STATE IN WHICH THEY ARE FOUND; AND (ii) THE PURCHASER, YAPSTONE AND ITS AFFILIATE RESPONSORS AND SUPPLIERS DO NOT PROVIDE EXPRESS OR IMPLIED WARRANTIES OF ANY KIND (AND EXEMPT FROM THE LIABILITY OF ALL WARRANTIES) WITH RESPECT TO THE ABOVE, AND ARE EXEMPTED FROM THE WARRANTY. COMMERCIABILITY, FITNESS FOR A SPECIFIC END AND ABSENCE OF INFRINGEMENTS, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE ABOVE, YAPSTONE DOES NOT WARRANT THAT THE SERVICES COMPLY WITH YOUR REQUIREMENTS OR THAT THEY ARE AVAILABLE UNINTERRUPTED, SAFE OR ERROR-FREE. YAPSTONE DOES NOT GUARANTEE THE QUALITY OF PAYMENT SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASER IS NOT PART OF THIS AGREEMENT AND YOU WILL NOT HAVE ANY RESOURCES AGAINST THE PURCHASER THAT COMES UP OR REGARDS TO THIS AGREEMENT OR ANY OF THE OPERATIONS CONTAINED IN THIS.
Use of the Global Computer Network. YapStone and its suppliers make no warranty regarding the quality, reliability, punctuality or security of the global computer network, the Internet or any other computer network connected worldwide or with respect to the interruption or absence of errors the websites established in these, including the Website.
9. TERM AND TERMINATION.
9.1 Term. This Agreement will begin on the Effective Date and will continue until it is terminated by any of the parties in accordance with Article 9.2 below (the "Term").
9.2 Termination. Either party may terminate this Agreement at any time for reasons of convenience by written notification, which may be carried out in accordance with Article 12.9.
9.3 Effect of Termination. Termination of this Agreement shall not exempt any party from the payment obligations to the other party with respect to the Fees or other remuneration owed to the other party prior to termination. YapStone will complete all Payments in process at the time of termination and deduct all Fees due at that time. However, You will remain responsible for Returns, Refunds, charges and any other obligations you incur upon expiration or termination of this Agreement, and You authorize YapStone to automatically deduct such amounts from Your bank accounts without needing prior notice to you. Upon termination, YapStone will disable Your access to the Services. Upon termination, You will remove all references to YapStone from Your website and/or software.
10. DISPUTE RESOLUTION.
10.1 Procedure for Dispute Resolution. Most of your concerns can be resolved quickly through the YapStone customer service department. The objective of YapStone is to take knowledge of the causes of your complaint, address them and prevent them from resulting in a dispute. To that end, the parties shall collaborate and attempt to resolve in good faith any possible dispute immediately involving the persons who have the power to resolve the possible dispute. If the parties cannot resolve the possible dispute in a friendly manner in that instance, you must report the possible dispute to the YapStone legal team at Legal@YapStone.com. All Your disputes regarding billing or fees must be raised within 90 days of the corresponding operation; otherwise, you will be deemed to have renounced them permanently.
11.1 In accordance with Article 4 above, each party agrees to keep confidential and use only to comply with this Agreement any confidential or proprietary information disclosed by the other party or on its behalf in relation to this Agreement, as well as any other information that can be reasonably considered confidential. The obligation of confidentiality does not extend to information that is in the public domain through an authorized disclosure, which has been obtained legitimately from a third party with the right to disclose it or that must be disclosed as required by law. All confidential information will be property of the party that discloses it. Notwithstanding the foregoing, each party may disclose confidential information to its employees, agents,
12. MISCELLANEOUS PROVISIONS
12.1 Binding Contract for Successors Permitted in a Universal and Private Capacity. This Agreement will be binding on the parties, their successors permitted in a universal and private capacity and will benefit. You may not assign this Agreement or any right, obligation or privilege under this Agreement without the prior written consent of YapStone, consent that cannot be withheld or unreasonably delayed. YapStone may assign its rights and obligations under this Agreement at any time, regardless of notifying you.
12.2 Force Majeure. YapStone will not be responsible for delays, errors, non-compliance, interruptions or disruptions to the Services or the Website that arise from any act, omission or circumstance reasonably beyond YapStone's control, whether or not provided or identified, which include, among others, fortuitous cases, labor strikes, lockouts, riots, acts of war, government regulations, fires, power outages, earthquakes, adverse weather conditions, floods or other natural disasters, hackers or hardware failures , software or communications equipment or facilities owned by You or the Guests or any third party.
12.3 Entire Agreement. This Agreement supersedes all prior and contemporary agreements between the parties, and You hereby waive all claims, refunds, credits or damages arising or in respect of any prior agreement between the parties.
12.4 Indivisibility. If a competent court or arbitrator determines that any of the provisions of this Agreement is invalid, the remaining provisions will not be affected and will be binding on the parties and enforceable as if the invalid or unenforceable provision (or a part thereof) was not included in this Contract. Regardless of the foregoing, this Agreement will be construed to give effect to its fundamental conditions. Any invalid or unenforceable provision must be modified by the court in the manner necessary to express as much as possible the original intention of the parties and achieve the same economic effect as the original provision.
12.5 Modification and Changes. YapStone or the Acquirer may change or modify this Agreement at any time without prior notice, provided that the changes that could substantially harm you are communicated to you by email, by means of a publication on the Website or by means of another writing. Your continued use of the YapStone Website or Services after posting such change or modification on the YapStone Website or by email will imply that you agree to that change or modification; however, if you do not agree with such change or modification, you may terminate the Contract in accordance with article 9.2 of the present provided you notify the termination within 30 (thirty) days of the date on which you become aware of the change. Modifications or changes that you make will only be valid through a document signed by both parties. The Acquirer may modify this Agreement as it relates to the processing of Card transactions by the Acquirer by notifying you, in accordance with the standard operating procedures of the Acquirer.
12.6 Waiver. The fact that a party does not insist on strict compliance with any of the provisions included in this Contract shall not in any way imply a waiver of its rights under available resources under law or equity or a waiver of any other provision. No waiver of a provision or any breach of this Agreement shall be deemed an additional or continuous waiver of that provision, breach or any other provision of this Agreement.
12.7 Applicable Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ireland, and all procedures shall be carried out in English, in Ireland. You and YapStone agree that the place of employment is County Louth, Ireland, and that each of us accepts the exclusive jurisdiction of the courts of County Louth, Ireland.
12.8 Continuity. Articles 1.1A, 1.4, 1.5, 1.9, 2, 3.2, 3.3, 4, 5, 6, 7, 8, 9.3, 10, 11, 12.1, 12.3, 12.4, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11 and 12.12 will continue to be valid after the end of this Agreement.
12.9 Notifications. All notices and other communications under this Agreement must be in writing and may be made by email or by publication or update in the legal center of the Website. Notifications to You will be delivered to the email address informed in the Registration Form or to the address that You have modified and notified to YapStone or published or updated in the legal center of the Website. Notifications to YapStone may be made by email to firstname.lastname@example.org or by registered mail or by courier delivery the following day to: Mellview House, M1 Retail Park, Office Unit 7, Second Floor, Drogheda, Co Louth, Ireland.
12.10 Third Service Providers and Partners. YapStone may, without prior notice, change its third-party service providers, which includes, among others, any third-party processor, the Acquirer or a bank. All rights reserved for third-party service providers under this law apply to third party service providers that succeed them. YapStone may use third-party processors or work with third-party partners, (as a whole, "Third" or "Third Parties"), to provide some of the Services or provide support for your services. You acknowledge and agree that these Third Parties are third-party beneficiaries of this Agreement only to the extent that an interest arises from them. You acknowledge that the Third Party will have no responsibility with respect to YapStone's obligations to You under this Agreement.
12.11 Taxes. You are responsible for (1) determining, charging and reporting all taxes, including occupancy / lodging taxes, that must be collected, reported or paid in connection with Your business activity and use of the Website and Services, and (2) all applicable taxes, including taxes on sales, use, personal property, value added, internal taxes, customs duties, importation or stamps or any other tax or duty imposed by government entities of any kind with respect to operations under this Agreement, which include penalties and interest, but specifically exclude taxes on YapStone's net earnings. YapStone may be required to report any Payment processed on Your behalf to regulatory or governmental authorities. Apart from the VAT corresponding to the Properties or to the owners of Properties located in Ireland, YapStone is not responsible for VAT or other taxes related to Payments and is not responsible for its collection. You must provide YapStone immediately with the documentation required by the applicable government entity so that YapStone processes the Payments under this (which includes, among others, a valid certificate of Your exemption from the obligation to pay taxes, according to the authorization of the corresponding governmental entity), and YapStone may withhold Payments until you have provided the requested documentation.
12.12 Commercial Entity Agreement. At the time you process, through YapStone, more than the limit specified by the Card Networks, you are governed by the Business Entity Agreement ("AEC") with one of the YapStone Acquirers and their sponsoring member banks as YapStone will specify it to you from time to time, and it will be available at: www.yapstone.com/legal/cea-EEA. The AEC is not intended to change any transaction agreements, fees or other conditions between You and YapStone in accordance with this Agreement, but rather complements this Agreement as to Your relationship with the Acquirer. The AEC may be modified by the corresponding Acquirer at any time.