04 April 2019
These Seller Terms of Service ('Agreement') are a legal contract between Google Payment Ireland Limited, a company incorporated in Ireland (Company no. 598776), whose registered office is at 70 Sir John Rogerson's Quay, Dublin 2, Ireland ('GPIL') and you ('Seller'). GPIL can be contacted by email through the Help Centre at https://support.google.com/
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BY CLICKING 'I AGREE TO THE TERMS OF SERVICE' BELOW AND CLICKING THE 'COMPLETE SIGN-UP' BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
The Agreement will be effective from the date of acceptance by the Seller ('Effective Date').
The following defined terms appear in this Agreement:
Account means the payment account operated by GPIL associated with the Seller;
API Reference Guide means the API reference guide published by GPIL or its affiliates from time to time. The current API Reference Guide is available at https://developers.google.com/
Brand Features means the trade names, trade marks, service marks, logos, domain names and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time;
Business Day means a day that is not a Saturday, a Sunday or a bank holiday in the Republic of Ireland;
Buyer means a person or entity that registers to use the Service to make payments using a Funding Instrument;
Operator means a mobile telephone operator approved by GPIL that offers an Operator Billing Account to Buyers;
Operator Billing means the payment process whereby GPIL, on behalf of the Seller, submits a Payment Transaction to the Operator for billing to the Buyer's Operator Billing Account;
Operator Billing Account means the monthly or other periodic billing account provided by an Operator registered by a Buyer with GPIL to fund certain Payment Transactions;
Chargeback Resolution Policy means that section of the Google Payments Programme Policies and Guidelines headed 'Chargeback Resolution Policy';
Disputes means any disagreements, litigation, arrangements and/or other such disputes between Users or other third parties arising from the use of the Service other than Service Disputes;
EEA means the European Economic Area;
Euro means the lawful currency of the European Monetary Union;Funding Instrument means the credit card account, debit card account, Operator Billing Account or other payment instrument that is registered by a Buyer with the Service and accepted by GPIL to facilitate the processing of Payment Transactions; Google means Google International, LLC, and its Subsidiaries and Affiliates;
Google Payments Programme Policies and Guidelines means Google Payments policies for Sellers having accounts on GPIL with EEA billing details published by GPIL from time to time. The current Google Payments Programme Policies and Guidelines are available at https://support.google.com/
GPIL Data Protocols means the Google data protocols applicable to the Service being supplied by or on behalf of GPIL to the Seller in accordance with this Agreement and any revised versions of such protocols that may be notified to the Seller by GPIL or its affiliates from time to time;
Google Website means any website owned or operated by or on behalf of Google or its affiliates, including all subdomains and directories thereof, and all successor sites thereto;
Gross Merchandising Value, or GMV, means the aggregate value of all of the Seller's Payment Transactions, including all fees, taxes and delivery charges, as applicable;
Intellectual Property Rights means all patent rights, copyrights, semiconductor topography rights, rights in software, moral rights, trade mark and/or service marks, logos, rights in or relating to databases, rights in or relating to confidential information or trade secrets, rights in relation to domain names and any other proprietary rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;
Login Details means the username and password that GPIL issues to the Seller to access the Seller's account;
Payment Guarantee Policy means that section of the Google Payments Programme Policies and Guidelines headed 'Payment Guarantee Policy';
Payment Transaction means the processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer's Funding Instrument and the issuance of funds to the Seller's Settlement Account;
Payment Order means (i) the instruction the Seller gives to GPIL to process a Payment Transaction authorised by a Buyer, or (ii) the instruction the Seller gives to GPIL to process a refund to the Buyer's Funding Instrument using the refund function of the Service, as the context requires.
Product means any digital or physical merchandise, goods or service that a Buyer may purchase from a Seller by using the Service;Purchase Amount means an amount equal to the price of a Product, including any related fees, taxes, delivery charges or handling charges, as applicable;
Refund Transaction means any refund or credit issued for any reason, including, without limitation, for a return/cancellation of a Product and any adjustment of a Payment Transaction;
Seller's email address means the email address provided by the Seller during the sign-up process;
Seller Website means the website pages of the Seller that offer Products that can be paid for by means of the Service;
Service means the service provided by GPIL called Google Payments, described in this Agreement, that facilitates the processing of Payment Transactions on behalf of the Seller to complete a payment for a purchase between the Seller and a Buyer;
Service Disputes means any disagreements, complaints, litigation, arrangements and/or other such disputes between GPIL and Users arising solely from the alleged failure by GPIL to meet its obligations under this Agreement or any applicable law and any associated error in the provision of the Service;
Service Fees means the fees charged by GPIL for the Service, as set out in clause 6.1;
Settlement Account means the deposit account of the Seller maintained at a bank located in the EEA that is designated by the Seller and notified in writing to and approved by GPIL for receipt of funds from the processing of Payment Transactions;
Subsidiaries and Affiliates means subsidiaries and affiliated legal entities of GPIL around the world;
User means a person or entity that registers with the Service as a Buyer or a Seller; and
Year means the period of twelve (12) months commencing on the Effective Date and each successive twelve-month period.
1.1 The headings to the clauses of this Agreement are for ease of reference only and will not affect the interpretation or construction of the Agreement.
1.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
1.3 Unless otherwise expressly stated in the Agreement, all amounts stated in this Agreement are denominated in Euro.
2.1 Service Description. GPIL will provide the Seller with the Service in respect of the Seller's sales of Products on Google marketplaces (each a 'Google Marketplace'). The list of marketplaces supported by the Service can be found here. Google may update the Marketplaces from time to time.
To use the Service on a Google Marketplace, a Seller must separately agree to the Terms of Service applicable to such Google Marketplace (the 'Google Marketplace TOS') and have the Seller's Service account linked to the Seller's account for that Google Marketplace. All Marketplace transactions will be processed in accordance with this Agreement. However, in the event of any conflict between this Agreement and the applicable Google Marketplace TOS, the terms of the applicable Google Marketplace TOS will apply.
GPIL may also provide the Seller with the Service to allow the Seller to receive charitable donations.
The Seller may also provide its products for further sale by Google, in respect of which the Seller will be owed money from Google. Google may request GPIL to settle such amounts to the Seller on its behalf. For the avoidance of doubt, this Agreement does not apply to such settlements.
2.2 Seller Acknowledgements. The Seller acknowledges and agrees that:
2.2.1 The Seller's sales of Products are transactions between the Seller and a Buyer and not with GPIL, Google or any of its affiliates, unless GPIL, Google or any of its affiliates is expressly designated as a Seller or Buyer in the transaction;
2.2.2 None of GPIL, Google or any of its affiliates is a Buyer, a Seller or a party in connection with any Payment Transaction, unless expressly designated as such in the listing of the Product on a Google Website or its terms of service;
2.2.3 GPIL will not be responsible for, and does not control, the quality, safety or legality of the Products advertised, the truth or accuracy of the description of the Products, the ability of Sellers to sell Products or the ability of Buyers to buy Products; and
2.2.4 GPIL will not be responsible for, and does not control, whether or not a Buyer will complete the purchase of or payment for Products that the Buyer agreed to purchase from the Seller. When a Buyer seeks to make a purchase with a Payment Instrument, GPIL will, after receiving a Payment Order, process the Payment Transaction on behalf of the Seller either: (a) through the appropriate payment processing network, including, without limitation, credit card or debit card networks, or (b) to the Operator for payment and collection through Operator Billing as described below.
2.3 Permissible Payment Transaction. The Seller will only use the Service to process a Payment Transaction for a Product that is purchased by a Buyer through a legitimate, bona fide sale of the Product. A Payment Transaction may not be submitted for processing through the Service until the Seller has:
2.3.1 Delivered or otherwise provided the purchased goods to the Buyer; or
2.3.2 Performed the purchased service; or
2.3.3 Otherwise completed the purchase transaction as mutually agreed upon by the Seller and the Buyer.
2.4 Prohibited Transactions. GPIL may establish general practices and limits concerning use of the Service without prior notice to the Seller, including, without limitation, individual or aggregate transaction limits on the Euro or local currency equivalent amount or number of Payment Transactions or Payment Orders during one or more specified time periods. The Seller will not:
2.4.1 Use the Service to process a Payment Transaction for the Seller, or otherwise transfer money between a Buyer and the Seller, that does not directly result from a Buyer's purchase of a Product;
2.4.2 Use the Service to provide cash advances to Buyers or to facilitate the purchase by Buyers of cash equivalents (e.g. travellers cheques, prepaid cards, money orders), except that the Seller may use the Service to facilitate the purchase by Buyers of a gift certificate or stored value card as permitted pursuant to GPIL's applicable policies available from the Google Payments Website; or
2.4.3 Use the Service to process Payment Transactions in connection with the sale or exchange of any illegal or prohibited goods or services, including, without limitation, prohibited Products or categories of Products as set out in the prohibited product list located at https://support.google.com/
faqs/answer/75724(as such list is updated from time to time) or any underlying illegal transaction ('Prohibited Product List'). Failure to comply with applicable policy regarding the Prohibited Product List may result in suspension or termination of the Seller's access to the Service in addition to any other remedy available to GPIL under this Agreement.
The Seller will not use the Services in any way contrary to these general practices, and such prohibited use is grounds for immediate suspension of the Service and/or termination of the Agreement.
2.5 Upon prior notice to GPIL (in the form specified by GPIL), the Seller may refuse to process any order for a Product for any reason but in each such case GPIL will have no obligation to facilitate any related Payment Transactions.
2.6 Limitations on the Use of Service.
2.6.1 The Seller will comply with all policies and limits concerning use of the Service for Sellers, as published and updated by GPIL or its affiliates from time to time. Such policies will include:(a) The Google Payments Programme Policies and Guidelines;
(b) GPIL's and Google's technical and implementation requirements located at https://developers.google.com/
terms (or such other URL as provided by GPIL from time to time);
(c) GPIL's and Google's brand treatment or service mark guidelines for the Service, accessible at https://www.google.com/
permissions/ or such other URL as provided by GPIL or Google from time to time;
(d) Google Website policies and terms accessible from Google Websites from time to time;
(e) GPIL requirements for data security and privacy as notified to the Seller from time to time, including the Google Payments Privacy Notice located at
(f) All applicable operating rules and/or policies of the card associations or networks that are used to process Payment Transactions and Refund Transactions; and
(g) Operator requirements applicable to Operator Billing.
2.6.2 The Seller's Payment Transactions may be protected pursuant to the Chargeback Resolution Policy and the terms and conditions of the Payment Guarantee Policy.
2.6.3 GPIL may change, suspend or discontinue the Service, in whole or in part, as necessary to perform maintenance or updates to the Service.
2.6.4 GPIL may impose limits on certain features or restrict access to parts or all of the Service from time to time.
2.6.5 GPIL will not be required to credit the Seller for a Payment Transaction if GPIL has not received valid funds from the Buyer's Funding Instrument for the Payment Transaction.
2.7 Prohibited Actions. The Seller will not:
2.7.1 Establish a minimum or maximum Payment Transaction amount as a condition for Buyers' use of the Service to pay for a Product;
2.7.2 Require a Buyer to provide the Seller with the account numbers of any credit card, debit card, Operator Billing Account or other Funding Instrument;
2.7.3 Separately process as a Payment Transaction the amount of any tax applicable to a purchase of a Product;
2.7.4 Submit to the Service a Payment Transaction that was previously rejected for processing or previously returned as a chargeback; or
2.7.5 Permit the use of the Service for payment of any debt owed to the Seller by a Buyer or any returned/dishonoured cheque.
Where the Seller adds any surcharge to a Payment Transaction for use of the Service, the Seller must clearly inform the Buyer of such charge. The Seller agrees not to apply any surcharges that are unlawful under the relevant jurisdiction.
2.8 Payment Transaction Authorisation. The Seller acknowledges that the receipt of an authorisation for a Payment Transaction indicates that, as of the date of the authorisation, the underlying Funding Instrument has sufficient credit with the card issuer or Operator for the amount of the Purchase Amount. The Seller further acknowledges that upon receipt of an authorisation for a Payment Transaction, the Buyer's payment obligation to the Seller is completed and discharged (except in the event of chargeback or other reversal). The Seller acknowledges that the authorisation is not a confirmation of the Buyer's identity; nor is an authorisation a guarantee by GPIL that the transaction will not be subject to a chargeback or other reversal.
2.9 Execution Times. For all Payment Transactions, promptly after GPIL receives valid corresponding funds from the Buyer's Funding Instrument equal to the Purchase Amount for a Product, GPIL will immediately transfer the relevant amount less any applicable Service Fees to the Seller's Account.
2.10 If a Payment Order is received or scheduled on a day that is not a Business Day, it will be treated for the purposes of this clause as if received or scheduled on the next Business Day.
2.11 Payment Transactions may be rejected without prior notice to the Buyer or Seller as provided in clause 6.2. Payment Transaction may also be delayed due to GPIL's compliance with its obligations under applicable anti-money-laundering legislation, including if GPIL suspects the transaction involves fraud.
2.12 Additional Operator Billing Terms. When a Buyer makes a Payment Transaction using Operator Billing, GPIL will submit charges to the Operator for payment and processing through the Buyer's Operator Billing Account. A reversal, refund or adjustment of that Payment Transaction may also be submitted by GPIL to the Operator for processing through the Buyer's Operator Billing Account. GPIL has no obligation to the Seller or any other person to make settlement for the Buyer's Payment Transaction (or reversals, refunds or adjustments thereof) in the event that the Operator is unable or unwilling for any reason to collect the funds from the Operator Billing Account or otherwise from the Buyer (for payment of a Payment Transaction) or to credit the Operator Billing Account or otherwise credit the Buyer (for a reversal, refund or adjustment of a Payment Transaction). In the event that GPIL provides any settlement funds to the Seller pending payment from the Operator, GPIL reserves the right to chargeback or reclaim the funds from the Seller in the event the Operator does not complete the Payment Transaction processing to the Buyer's Operator Billing Account or otherwise does not obtain payment from the Buyer. GPIL may limit the types of Sellers that may use Operator Billing and the types of products that may be purchased with Operator Billing.
2.13 Beta Features. GPIL may, at its sole discretion, make the use of Beta Features available to the Seller. Beta Features are provided 'as is' (so without liability for deficiencies) and any use of them will be at the Seller's own risk, subject to applicable law. GPIL may, in its sole discretion, cease providing Beta Features at any time.
3.1 Settlement Account. As part of the Seller's implementation of the Service, and as a condition of GPIL providing the Service, the Seller will establish, register and maintain a Settlement Account with the Service. The Seller authorises GPIL to:
3.1.1 Confirm that a Settlement Account, as listed by the Seller on the Service registration web pages, is in good standing with the issuing bank, including by submitting a request for a payment authorisation and/or a low monetary credit and/or debit to the Settlement Account, as applicable;
3.1.2 Reconfirm, in GPIL's sole and absolute discretion, a Settlement Account any time account information is changed; and
3.1.3 Obtain, if permitted under local law, from time to time a credit report and/or to otherwise make credit or other background enquiries on the Seller as GPIL deems appropriate to assess the Seller's eligibility for the Service or to review the Seller's continued use of the Service.
3.2 The Seller will provide current, complete and accurate registration information and Settlement Account information, and will update such information to maintain it as current and accurate. GPIL may require the Seller to provide additional information from time to time as a condition of continued use of the Service, or to assist GPIL in determining whether to permit the Seller to continue to use the Service.
3.3. Updates. If GPIL updates its technical or implementation specifications (including, without limitation, by way of updating the GPIL Data Protocols or by way of requiring changes to the look and feel, labelling, branding or attribution) from time to time, the Seller will implement such updates or modifications as soon as reasonably practical, but in any event within sixty (60) days of the date on which it receives notice of the update; provided, however, that updates or modifications to the look and feel, labelling, branding or attribution will be implemented within fifteen (15) days of the date on which the Seller receives notice of those updates.
3.4 Notice of System Changes. The Seller will provide GPIL with not less than sixty (60) days' advance notice of any change in the code or serving technology used to implement the Service that could reasonably be expected to have the potential to adversely affect GPIL, GPIL's ability to provide the Service to other Sellers, or the Seller's implementation of the Service (it being understood that notice will in no event relieve the Seller of its obligations under the Agreement).
3.5 Technical Support. Subject to the Seller's compliance with the Agreement, during the term of this Agreement GPIL will provide technical support services to the Seller for the Services in accordance with GPIL's support guidelines then in effect for the Service. Prior to making any support request to GPIL, the Seller will first use reasonable efforts to fix any error, bug, malfunction or network connectivity defect in its own software and equipment, without any escalation to GPIL. Then, the Seller may submit a written request for technical support in accordance with GPIL's support guidelines and procedures. The Seller will provide support services to Buyers at its own expense.
4.1 GPIL is a payment institution. The Seller acknowledges and agrees that:
4.1.1 GPIL offers the Service to facilitate the processing of Payment Transactions in connection with Product purchases by Buyers;
4.1.2 GPIL processes Payment Transactions on behalf of the Seller only and not on behalf of Buyers,
4.1.3 GPIL does not accept deposits; and
4.1.4 Funds held by GPIL or its service providers (including any bank service providers) in connection with the processing of Payment Transactions are not held as deposits.
4.2 No Endorsement. GPIL does not give any warranty or make any representation in relation to:
4.2.1 The safety, quality, accuracy, reliability, integrity or legality of any Product;
4.2.2 The truth or accuracy of the description of Products, Buyer information, advice, opinion, offer, proposal, statement, data or other information (collectively, 'Content') displayed or distributed, purchased or paid through the Service or the Google Websites.
GPIL may, but will have no obligation under the Agreement to, edit, modify, refuse to post or remove any Content, in whole or in part, that it considers to be objectionable, erroneous, illegal, fraudulent or in violation of the Agreement.
4.3 Buyer Identity. GPIL will have no responsibility to any Seller to investigate the background of, or confirm the identity of, Buyers. GPIL may offer a feedback or other ranking system on the Service to assist the Seller in evaluating Buyers or to assist Buyers in evaluating the Seller. The Seller acknowledges that any such feedback or ranking system represents solely the opinion of third parties, and is not an opinion of or representation or warranty by GPIL.
4.4 Seller Identity Verification; Anti-Money-Laundering Requirements. The Seller acknowledges that GPIL is offering and continues to offer the Service to the Seller on the condition that the Seller satisfies all due diligence and identity checks that GPIL may conduct, and that the Seller complies with GPIL, and regulatory, anti-money-laundering requirements. Identity checks may include credit checks, anti-money-laundering checks required by relevant legislation, checks required by card associations and checks to meet relevant regulatory requirements. The Seller will provide all assistance requested by GPIL in carrying out such checks and determining compliance with anti-money-laundering requirements, including the provision of such additional registration or identity verification information as GPIL may require. The Seller consents to GPIL sharing with and obtaining from relevant third parties information about the Seller for the purpose of GPIL conducting applicable due diligence and identity checks. Non-satisfaction of this condition, including that the Seller provide information requested by GPIL to conduct identity verification, or determine compliance with anti-money-laundering requirements, may result in immediate suspension of the Seller's use of the Service and also termination of this Agreement.
4.5 Disputes. The Seller acknowledges and agrees that:
4.5.1 Except as expressly provided for in the Chargeback Resolution Policy or as required by card association or network rules, or Irish regulatory requirements relating to the payment process itself, GPIL is not a party to and will not be responsible for any Disputes;
4.5.2 In the event of a Dispute, the Seller will comply with such dispute policies as provided by GPIL from time to time; and
4.5.3 In the event of a Service Dispute the procedure set out in clauses 4.6 and 4.7 will be followed.
Notwithstanding 4.5.1 or 4.5.2 above, GPIL will provide various tools to facilitate communication between the Seller and a Buyer to resolve Disputes. If the Seller and the Buyer are unable to resolve a Dispute, GPIL may mediate the dispute upon either party's request for assistance. Upon receipt of such request, GPIL will, if appropriate and at GPIL's sole discretion, review the dispute and propose a non-binding solution.
4.6 Service Disputes. GPIL will investigate Service Disputes, provided that the Seller provides reasonable assistance to GPIL as requested by GPIL, from time to time.
4.7 Any Service Dispute should in the first instance be referred to GPIL's help centre. For more information on the help centre, please visit https://support.google.com/
4.8 Retrieval Requests. The Seller must store original documentation of each transaction for at least six (6) months from the date of the respective transaction, and retain copies of all such data for at least eighteen (18) months from the date of the respective transaction.
5.1 Licence to GPIL Brand Features. Subject to the terms and conditions of this Agreement, GPIL grants to the Seller a limited, non-exclusive licence (without the right to sub-license) during the term of this Agreement to display those GPIL Brand Features provided to the Seller by GPIL solely for use in connection with the implementation of the Service and promotion of the Service on the Seller Website. Each implementation of the Service on a Seller Website and use of any applicable Brand Features logo provided by GPIL to the Seller will conform at all times during the term of the Agreement to the branding and attribution guidelines and policies available at https://www.google.com/
5.2 Licence to Seller Brand Features. Subject to the terms and conditions of this Agreement, the Seller grants to each of GPIL, Google and its affiliates a limited, non-exclusive (except as set out in this clause) licence (without the right to sub-license) during the term of this Agreement to display Seller Brand Features for use in connection with the Service and in order to fulfil its obligations under this Agreement.
5.3 Each party will own all rights, titles and interests, including, without limitation, all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in the Agreement, neither party grants, and the other party will not acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Brand Features of the other party. All use by GPIL of Seller Brand Features (including any goodwill associated therewith) will inure to the benefit of the Seller and all use by the Seller of GPIL Brand Features (including any goodwill associated therewith) will inure to the benefit of Google and GPIL. No party will challenge or assist others to challenge the Brand Features of the other party (except to protect such party's rights with respect to its own Brand Features) or the registration thereof by the other party, nor will either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party.
5.4 Publicity. Neither party will issue any public announcement regarding the existence or content of this Agreement without the other party's prior written approval. Notwithstanding the foregoing, GPIL, Google and its affiliates, may include Seller Brand Features in presentations, marketing materials, press releases and customer lists (which includes, without limitation, customer lists posted on the Google Websites and screenshots of the Seller's implementation of the Service). Upon the Seller's request, GPIL will furnish the Seller with a sample of such usage.
6.1 Service Fees. The Seller will pay the fees specified in the applicable Google Marketplace TOS. Any fee discounts or fee waivers that are being offered by GPIL for the Service from time to time (if any) do not apply to the fees specified in the applicable Google Marketplace TOS. There are no fees associated with the processing of payments for charitable donations.
6.2 Payment Terms; Monthly Payment Schedule. GPIL will use commercially reasonable efforts to electronically transfer funds for Payment Transactions submitted for capture by the Seller within a calendar month to the Seller's Settlement Account before the close of business on the 15th day of the following calendar month. At GPIL's option, and with no prior notice to the Seller, funds may be transferred to the Seller's Settlement Account more frequently than monthly. The Seller may in addition request transfer of the funds at any time by contacting GPIL through the Seller Help Centre. Notwithstanding the foregoing, GPIL will not be obliged to settle funds to the Seller's Settlement Account:
6.2.1 For any Payment Transaction for which GPIL has not received full settlement in final available funds if the Seller does not capture funds during an authorisation hold period indicated in the Programme Policies;
6.2.2 If the Buyer has made a claim for a refund or other reversal;
6.2.3 If GPIL, in its reasonable discretion, believes that the transaction:(a) Is subject to a factual error;
(b) Involves misconduct or fraud, or is conducted through any fraudulent or invalid means (including, without limitation, the fraudulent use of credit cards, debit cards or other means of payment) other than as expressly set out in the Payment Guarantee Policy;
(c) Violates applicable law;
(d) Violates this Agreement or the Buyer Terms of Service; or
(e) Violates applicable GPIL and/or Service policies.
6.2.4 In the event that GPIL requires additional information from the Seller to fulfil identity verification or anti-money-laundering requirements pursuant to clause 4.4.(a) The Seller agrees to cooperate with GPIL and provide such information as reasonably requested by GPIL in its investigation of any of the circumstances listed in this clause.
(b) As provided in clause 2.11, the transactions may also be delayed due to GPIL's compliance with its obligations under applicable anti-money-laundering legislation, including if GPIL suspects the transaction involves fraud.
(c) Where it does not contravene the law, or compromise reasonable security procedures, GPIL will provide the Seller with information regarding its failure to process a Payment Transaction pursuant to clause 6.2.
6.3 The Seller agrees that Buyers may retain a chargeback right pursuant to card association rules and/or their agreement with the holder of the Funding Instrument (including an Operator), and GPIL may, but is not obliged to, pass chargebacks to the Seller.
6.4 GPIL may offset any payment obligation that GPIL may have to the Seller under this Agreement against:6.4.1 Service Fees owed by the Seller,
6.4.2 Amounts overpaid to the Seller due to a later reversal, refund, chargeback or other adjustment to prior Payment Transactions, and
6.4.3 Any other amounts owed by the Seller to GPIL under this Agreement or any other agreement. In the event that the Seller incurs a negative balance (i.e. due to negative adjustments exceeding the settlement proceeds for a particular period), GPIL may debit the Settlement Account for the amount of the negative balance. Furthermore, GPIL may choose to invoice the Seller for any amounts owed by the Seller under this Agreement that will be immediately due and payable.
6.5 GPIL may deduct any applicable Service Fee and other applicable fees from the amount of any Payment Transaction(s).
6.6 Reserve Requirement. GPIL may on a temporary or permanent basis impose a Reserve Requirement with respect to the Seller, upon the Seller's participation in the Service, and from time to time. Circumstances where GPIL may impose a Reserve Requirement include, but are not limited to:6.6.1 Ensuring that sufficient funds are available to GPIL in the event of chargebacks or other the Seller obligations arising in connection with Payment Transactions;
6.6.2 A significant change in the Seller's financial condition or its payment record with creditors, including but not limited to failure of the Seller to effectively continue as a going concern or if the Seller is in default of its obligations under this Agreement, or card association or network rules;
6.6.3 If the Seller is receiving excessive chargebacks, as determined in the sole discretion of GPIL;
6.6.4 A significant change to the nature of the Seller's business or product lines; or
6.6.5 Where GPIL has reasonable grounds to believe that GPIL may be liable to third parties for the provisional or final credit extended to the Seller.
GPIL is not responsible to the Seller or any third party for any losses sustained by the Seller as a result of the imposition of transaction limits or Reserve Requirements or of chargebacks or other reversals.
6.7 Refunds and Adjustments. The Seller will maintain a fair policy with regard to the return/cancellation of merchandise or services and adjustment of Payment Transactions, except by the exact amount required to reimburse Buyers for postage that the Buyer paid to return merchandise. The Seller will disclose its return/cancellation policy to Buyers. If the Seller allows a price adjustment, return of Products or cancellation of Products in connection with a Payment Transaction, the Seller will initiate a credit to the Buyer using the refund function of the Service within three (3) days of receiving the Buyer's request for such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Payment Transaction, except by the exact amount required to reimburse Buyers for postage that the Buyer paid to return merchandise. The Seller is not allowed to accept cash or any other payment or consideration from a Buyer in exchange for preparing a refund to a Buyer nor to give cash refunds to a Buyer in connection with a Product paid for with the Service, unless required by law.
6.8 If the Seller provides a refund through a means other than through the Service, the Seller remains responsible if the Payment Transaction results in a chargeback through the Service. The Seller acknowledges that even if the Seller's return/cancellation policy prohibits returns or cancellations, the Seller may still receive chargebacks relating to the transactions. GPIL may reject or delay a refund request from the Seller through the Service if GPIL is unable to obtain sufficient funds from the Seller to fund the refund. If the Seller's refund policy prohibits returns under certain circumstances, the Seller may be required to reimburse the Buyer pursuant to GPIL's policies and to the rules of a card association. If the Seller makes a refund in error, GPIL may charge the Seller a fee for the costs of GPIL's reasonable efforts to correct the error.
6.9 Taxes and Other Charges. The Seller will pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties, or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under the Agreement, including penalties and interest, but specifically excluding taxes based upon GPIL's net income. GPIL is not responsible for, and is not the entity collecting, sales or income or other taxes with respect to Payment Transactions. When GPIL has the legal obligation to collect any applicable taxes, the appropriate amount will be invoiced to and paid by the Seller net thirty (30) days from the date of invoice or other notification. The Seller will promptly provide GPIL with such documentation as may be required by the applicable governmental entity in order for GPIL to process payments hereunder (including, without limitation, a valid certificate of the Seller's exemption from obligation to pay taxes as authorised by the appropriate governmental entity), and GPIL may withhold any payments required to be made hereunder until the Seller has provided such documentation. The Seller will promptly provide GPIL with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time such payments are made by the Seller pursuant to the Agreement.
6.10 Buyer Currency. A Google Marketplace may permit the Seller to list purchase prices for the Seller's Products, and a Buyer to purchase the Seller's Products, in a currency different from that of the Seller's Settlement Account ('Buyer Currency Purchase Transaction'). For any Buyer Currency Purchase Transaction, the Seller will be paid by GPIL in the currency of the Seller's Settlement Account, based on an exchange rate that will be applied to the Purchase Amount (denominated in Buyer Currency) at the time the Payment Transaction is submitted by to GPIL for processing by the Seller. The exchange rate will be determined by a financial institution utilised by GPIL to calculate exchange rates, and may be adjusted based on market conditions without notice to the Seller. If a Buyer Currency Purchase Transaction is subsequently subject to refund, reversal, chargeback or other adjustment, GPIL will apply the same exchange rate and currency that applied to the original Buyer Currency Purchase Transaction in calculating the obligation of the Seller for the refund, reversal, chargeback or other adjustment.
6.11 For the avoidance of doubt, GPIL will not pay interest to the Seller in respect of any balance held in the Seller's Redemption Account.
- CONFIDENTIALITY, DATA PROTECTION AND INTELLECTUAL PROPERTY RIGHTS
7.1 Confidentiality. The Seller will not disclose or cause to be disclosed any confidential and/or proprietary information belonging to GPIL without GPIL's prior written consent, except to those employees, agents, representatives or contractors of the Seller who require access to such information to perform under this Agreement ('Authorised Personnel') and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to the Seller, or as such disclosure may be required by law or governmental regulation. The Seller acknowledges and agrees that the Seller is responsible for any act and/or omission of any Authorised Person in breach of this clause. The Seller will protect GPIL confidential and proprietary information by using the same degree of care (and no less than a reasonable degree of care) that it uses to protect its own confidential and proprietary information of a like nature to prevent its unauthorised use, dissemination or publication to any unauthorised third party. GPIL confidential and proprietary information will include, but will not be limited to:7.1.1 all GPIL, Google and its affiliates' software, technology, programming, specifications, materials, guidelines and documentation relating to the Service;
7.1.2 any information provided pursuant to this Agreement including, without limitation, tangible, intangible, visual, electronic, present or future information such as:(a) trade secrets;
(b) financial information;
(c) technical information, including research, development, procedures, algorithms, data, designs and know how; and
(d) business information, including operations, planning, marketing interests and products; and
(e) any other information designated in writing by GPIL as 'confidential' or an equivalent designation.
7.1.3 GPIL confidential and proprietary information will not include information that:(a) is or becomes publicly available through no act or omission of the Seller;
(b) was in the Seller's lawful possession prior to the disclosure and was not obtained by the Seller from GPIL or its affiliates;
(c) is lawfully disclosed to the Seller by a third party without restriction on the Seller's disclosure, and where the Seller was not aware that the information was confidential or proprietary information belonging to GPIL; or
(d) is independently developed by the Seller without violation of this Agreement.
7.2 The Seller will hold confidential and will not use, transmit (including for the purpose of sending unsolicited communications) or share any Buyer information, except to process the transaction that the Buyer requested and to maintain the Buyer's account with the Seller, or as otherwise expressly permitted in the Google Payments Programme Policies and Guidelines. The Seller acknowledges and agrees that Buyer information received from Google and/or GPIL in connection with the Service is subject to the Google Payments Privacy Notice, and the Seller agrees that it will not use or share Buyer information obtained from GPIL in any manner that contravenes the Google Payments Privacy Notice. GPIL may also provide information in response to valid legal process, such as witness summonses, search warrants and court orders, or to establish or exercise its legal rights or defend legal claims. GPIL will be under no obligation to return, destroy or certify as to the destruction of the Seller's confidential information, provided, however, that GPIL will not exploit the Seller's confidential information except as otherwise provided in this Agreement.
7.3 Login Details. The Seller will be responsible for and take all reasonable steps to maintain the confidentiality of its Login Details. The Seller agrees to notify GPIL without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of its Login Details or any other breach of security regarding the Service through 'Contact us' in the Buyer Help Centre.
7.4 The Seller represents and warrants that all officers, employees, agents, representatives and others having access to its Login Details will be authorised by the Seller to use the Service and legally bind the Seller.
7.5 Intellectual Property Rights. GPIL and its licensors will own all rights, titles and interests, including, without limitation, all Intellectual Property Rights relating to the Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines and documentation. The Seller will not acquire any right, title or interest to the Service, the Intellectual Property Rights relating to the Service and/or GPIL Brand Features, except for the limited use rights expressly set out in the Agreement.
7.6 Transactional Information. The Seller will exercise reasonable care to prevent disclosure of any transactional information, other than to the Seller's agents and contractors for the purpose of assisting the Seller to perform its obligations under this Agreement, or as specifically required by law. The Seller will also comply with reasonable industry standards for data security and data protection for transaction and Buyer information.
7.7 The Seller will comply with reasonable industry standards for data security and data protection for transactional and Buyer information.
8.1 Each party represents and warrants that it has full power and authority to enter into the Agreement.
8.2 It is a condition of this Agreement and the Seller warrants to GPIL that the Seller:8.2.1 If an individual, is at least 18 years old; and
8.2.2 Owns and controls the Seller Website(s); and
8.2.3 Has and will maintain throughout the term of this Agreement all rights, authorisations and licences that are required to permit the Seller to implement the Service.
8.3 The Seller warrants to GPIL that:8.3.1 The performance by the Seller of its obligations under this Agreement will not constitute a breach or default of or otherwise violate any agreement to which the Seller is a party;
8.3.2 It will comply with all laws, regulations and ordinances applicable to or otherwise connected with the Seller's use of the Service;
8.3.3 The Seller will not attempt to initiate or receive a Payment Transaction using the Service that is, or would be, illegal under any applicable law;
8.3.4 It will comply with all laws and regulations applicable to the sale of Products and its relationship with Buyers, including, without limitation, the European Communities (Directive 2000/31/Ec) Regulations 2003 and the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013; and
8.3.5 To the Seller's knowledge, the Payment Order is free from any material alteration not authorised by the Buyer.
8.4 GPIL warrants to the Seller that it will provide the Services with reasonable care and skill.
8.5 GPIL does not warrant that the Services will meet all of the Seller's requirements or that the operation of the Services will be uninterrupted, virus-free, secure or error-free.
8.6 GPIL will not be liable for any breach of any term of this Agreement, including any representation, condition or warranty to the extent that the breach concerned results from a failure by the Seller to fulfil its obligations under this Agreement.
8.7 No conditions, warranties or other terms apply to the Services or to any other services supplied by GPIL under this Agreement except to the extent that they are expressly set out in this Agreement. Subject to clause 9.1.2, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
- LIMITATION OF LIABILITY
9.1 Nothing in this Agreement will exclude or limit either party's liability for:9.1.1 Death or personal injury resulting from the negligence of either party or their servants, agents or employees;
9.1.2 Fraud or fraudulent misrepresentation;
9.1.3 Breach of any implied condition as to title or quiet enjoyment; and/or
9.1.4 Misuse of confidential information.
9.2 Except to the extent that this Agreement expressly states otherwise, nothing in this Agreement will exclude or limit either party's liability for breach of the other party's Intellectual Property Rights, or liability under clause 10.
9.3 Subject to clauses 9.1 and 9.2, neither party will be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for:9.3.1 Any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);
9.3.2 Cost of substitute services;
9.3.3 Any loss of goodwill or reputation; or
9.3.4 Any special, indirect or consequential losses,
suffered or incurred by that party arising out of or in connection with this Agreement, in any case, whether or not such losses were within the contemplation of the parties on the date of this Agreement.
9.4 Subject to clauses 9.1, 9.2, 9.3 and 9.5, each party's total liability in each Year in relation to all events or series of connected events occurring in that Year in connection with this Agreement (whether the liability arises because of breach of contract, negligence or for any other reason) will be limited to the greater of 125% of Service Fee paid or payable by the Seller to GPIL in the immediately preceding Year; or €30,000.
9.5 Subject to clauses 9.1, 9.2 and 9.3, each party's total liability arising out of or in connection with this Agreement (whether the liability arises because of breach of contract, negligence or for any other reason) will be limited to €300,000.
9.6 Each party acknowledges and agrees that the allocation of risk contained in this clause 9 is reflected in the nature of the Services and amounts that are payable by each party under this Agreement.
9.7 Except where GPIL has failed to make relevant transaction information available to the Seller, the Seller is entitled to redress under clauses 9.8, 9.9 and 9.10 only if the Seller notifies GPIL in accordance with clause 12 without undue delay, and in any event no later than thirteen (13) months after the debit date, on becoming aware of any unauthorised or incorrectly executed transaction.
9.8 Treatment of incorrectly executed Payment Transactions. GPIL is liable to the Seller for the correct transmission of the Payment Order made by the Seller relating to a Payment Transaction and will immediately re-transmit the Payment Order and, on request, make immediate efforts to trace the Payment Transaction and notify the Seller of the outcome.
9.9 Treatment of unauthorised Refund transactions. Except where Seller fraud is involved, GPIL will refund to the Seller's Settlement Account the amount of unauthorised Refund transactions that were not authorised in accordance with clause 6.7, including any applicable charges.
9.10 Treatment of incorrectly executed Refund Transactions. Unless GPIL can prove that it executed the relevant transaction correctly, it will without undue delay refund to the Seller's Settlement Account the amount of the Refund Transaction and any applicable charges relating to the transaction. In any case GPIL will, on the Seller's request, make immediate efforts to trace the transaction and notify the Seller of the outcome.
10.1 Subject to clause 10.2, the Seller will indemnify, defend and hold GPIL, Google and its affiliates, and/or any financial service provider with whom GPIL has an agreement in relation to or in connection with the Services, (the 'Indemnified Persons') harmless from and against any and all third-party claims brought against any Indemnified Persons and all liability, loss and expenses (including damage awards, settlement amounts and reasonable legal fees) incurred or suffered by the Indemnified Persons, arising out of or in connection with:10.1.1 The Seller Website(s);
10.1.2 Seller Brand Features;
10.1.3 The Seller's use of the Service otherwise than as permitted by this Agreement; and/or
10.1.4 Any Product that a Buyer has attempted to, intends to or has acquired using the Service.
10.2 The Seller's obligations under clause 10.1 will exist only if the Indemnified Party:10.2.1 Promptly notifies the Seller of such claim;
10.2.2 Provides the Seller with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
10.2.3 Gives the Seller full control and sole authority over the defence and settlement of such claim. The indemnified party may appoint its own supervising counsel of its choice at its own expense.
10.3 Subject to the remainder of this clause 10, GPIL will defend, or at its option settle, any court proceedings brought by a third party against the Seller based upon or otherwise arising out of a claim that either GPIL's or Google's technology used to provide the Services or any Google Brand Feature infringe(s) any copyright, trade secret or trademark of such third party.
10.4 In no event will GPIL have any obligations or liability under clause 10.3 arising from:10.4.1 Use of any Beta Features;
10.4.2 Use of the Services or Google Brand Features in a modified form or in combination with materials not furnished by GPIL; or
10.4.3 Any content, information or data provided to GPIL, Google or its affiliates by the Seller, any other Customer or any third parties.
10.5 GPIL's obligations under clause 10.3 will exist only if the Seller:10.5.1 Promptly notifies GPIL of such claim;
10.5.2 Provides GPIL with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
10.5.3 Gives GPIL full control and sole authority over the defence and settlement of such claim. The indemnified party may appoint its own supervising counsel of its choice at its own expense.
10.6 GPIL, in its sole and reasonable discretion, may terminate a Customer's continued use of any Services or GPIL Brand Features that are alleged or believed by GPIL to infringe any third party's Intellectual Property Rights.
10.7 This clause 10 states the parties' entire liability and exclusive remedy with respect to the infringement of a third party's Intellectual Property Rights.
- TERM AND TERMINATION
11.1 This Agreement will commence on the Effective Date and will continue until terminated in accordance with the provisions set out herein.
11.2 Termination. The Seller may terminate this Agreement forthwith and without charge within fourteen (14) days of the Effective Date by serving notice on GPIL. Thereafter, unless a shorter period is provided in this Agreement, as permitted by law, GPIL may terminate this Agreement at any time with no less than two (2) months' notice, while the Seller may terminate this Agreement at any time without charge and with no less than one (1) month's notice.
11.3 Either party may suspend performance and/or terminate the Agreement, in whole or in part and on immediate notice if:11.3.1 The other materially breaches any term of the Agreement and it is not possible to remedy that breach; or
11.3.2 The other materially breaches any term of the Agreement and it is possible to remedy that breach, but the other fails to do so within thirty (30) days of receiving notice asking it to do so.
11.4 Either party may terminate this agreement on immediate notice if:11.4.1 A meeting of creditors of the other party is held or an arrangement or composition with or for the benefit of its creditors (including a scheme of arrangement as defined in the Companies Act 2014) is proposed by or in relation to the other party;
11.4.2 A charge holder, receiver, administrative receiver, administrator (whether appointed by the court or otherwise) or other similar person takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven (7) days) on the whole or a material part of the assets of the other party;
11.4.3 The other party ceases to carry on business or is unable to pay its debts within the meaning of section 123 or sections 222–224 of the UK Insolvency Act 1986 or appears to have no reasonable prospect of being able to pay a debt within the meaning of section 268 of that Act;
11.4.4 The other party or its directors, any of its creditors or the holder of a qualifying floating charge gives notice of their intention to appoint, or makes an application to the court for the appointment of, an administrator;
11.4.5 A petition is presented (and is not discharged within twenty-eight (28) days) or a resolution is passed or an order is made for the administration or the winding-up, bankruptcy or dissolution of the other party;
11.4.6 An event analogous to any of the above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets;
11.4.7 There is a Change in Control of the Seller or the Seller disposes of a substantial part of its assets. In this clause, the term 'Control' will mean the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person, and 'Change of Control' is to be construed accordingly; or
11.4.8 Any event occurs, or proceeding is taken, with respect to the Seller in the jurisdiction to which the Seller is subject that has an effect equivalent or similar to any of the events mentioned in this clause 11.4.
11.5 Suspension of Service in relation to Payment Transactions. GPIL may immediately suspend the Seller's use of the Service if:11.5.1 The Seller is in breach of this Agreement (including any of the policies, such as the Google Payments Programme Policies and Guidelines, which are referred to within this document); or
11.5.2 In GPIL's reasonable discretion, the Seller's use of the Service creates a risk of financial harm or loss of goodwill to GPIL, the Service and/or any of the payment card systems used for processing Payment Transactions, or there is a reasonable suspicion of fraud, money laundering or other illegal activity by the Seller.
11.6 The Seller may temporarily suspend the Service with one Business Day's prior notice to GPIL during a period when:11.6.1 The Service is experiencing critical errors or defects that materially affect the primary functions of the Service until such time as GPIL corrects such errors or defects; or
11.6.2 The Seller's business experiences a material adverse effect as a direct result of the Service until such time as GPIL remedies or mitigates such material adverse effect,
provided that, in each case, the Seller provides GPIL with such documentation regarding the critical error or defect or material adverse effect as may be requested by GPIL. During such suspension of the Service, the Seller will assist GPIL in good faith to resolve such issues.
11.7 Upon termination of this Agreement or other termination of the Seller's use of the Service:11.7.1 Subject to the successful completion of applicable anti-money-laundering, fraud and other illegal activity checks and to a discretionary verification charge of less than €1, GPIL may withhold funds to cover GPIL's expectation of potential chargeback exposure for up to one hundred and eighty (180) days. The Seller will remain liable for chargebacks and any other obligations incurred or accrued by the Seller after the expiry or termination of this Agreement.
11.7.2 All rights and licences granted by GPIL will cease immediately;
11.7.3 The Seller's rights to use any GPIL Brand Features, as permitted under the Agreement, will immediately cease;
11.7.4 The Seller will immediately cease use of the Service:(a) To process Payment Transactions; and
(b) To display GPIL Brand Features;
11.7.5 The Seller will fulfil any outstanding Product purchases; and(a) The Seller will return or destroy (and certify to such destruction) all copies of any confidential and/or proprietary information of GPIL in its possession.
11.8 GPIL may prohibit the Seller's access to the Service, including, without limitation, by deactivating the Seller's username and password, and refuse the Seller (or its parent, affiliate or subsidiaries, or its or their successors, or if an individual its relatives or known acquaintances) future access to the Service.
11.9 Notwithstanding the rest of the Agreement, all provisions of this Agreement that are intended to have effect or to bind either party following termination of this Agreement or its transfer or assignment in whole or in part, including but not limited to clause 7 (Confidentiality), will survive termination of this Agreement to the extent permissible by law. Termination of this Agreement will not affect the rights and obligations of the parties accrued at the date of termination.
- COMMUNICATIONS AND NOTICES
12.1 This Agreement is concluded in English, and unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement will be in English and in writing. Any translations are provided for convenience only and in the event of a discrepancy between the English version and a translation, the English version shall govern.
12.2 GPIL may communicate with the Seller regarding the Service by means of electronic communications, including (a) sending email to the Seller's email address, or (b) posting notices or communications on a Google Website. The Seller agrees that GPIL may send electronic communications to the Seller in relation to any matter relating to the Seller's use of the Service, including the Agreement (and revisions or amendments to the Agreement), notices or disclosures regarding the Service and payment authorisations. Particular communications will be handled as follows:
- The Agreement will be provided to the Seller in a printable form at sign-up;
- Changes to this Agreement after sign-up will be provided in an email sent to the Seller's email address;
- Except where this Agreement provides otherwise, a notice to terminate this Agreement will be provided in an email sent to the Seller's email address;
- Information about Payment Transactions will be made available in a printable form in the Seller's online Account;
- Information about a suspension of the Service will be made available in the Seller's online Account; and
- Information about the rejection of Payment Transactions will be made available in the Seller's online Account.
Notice will be deemed given:(a) upon receipt when delivered personally or by overnight courier (signature required upon receipt);
(b) upon verification of receipt of registered or certified mail;
(c) in the case of email, four (4) hours from sending the email; or
(d) when made available in the Seller's online account. Contact information will be updated in accordance with this clause as necessary to ensure that each party has current information regarding all such contacts.
12.3 The Seller should maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to the Seller in an electronic format is provided under the assumption that the Seller will be able to print or save such information.
12.4 Any notice sent to GPIL under the Agreement should be sent by registered post to:
Google Payment Ireland Limited, 70 Sir John Rogerson's Quay, Dublin 2, and marked for the attention of 'GPIL Payments Team', except that:
- Notification of loss, theft, unauthorised use or security breach should be sent, as soon as possible, through 'Contact us' in the Buyer Help Centre;
- Notification of the termination of this agreement should be sent through 'Contact us' in the Seller Help Centre.
13.1 This Agreement (including the URLs provided herein) constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous contracts or arrangements of any kind between the parties relating to its subject matter.
13.2 This Agreement may be executed in any number of counterparts, including facsimile counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument.
13.3 Subject to clauses 13.4 and 13.5, any changes to this Agreement must (i) be in writing; (ii) refer to this Agreement; and (iii) be sent to the other party no later than two (2) months before the date on which they are to come into effect. The Seller understands and agrees that the Seller will be deemed to have accepted any changes proposed by GPIL unless the Seller notifies GPIL to the contrary, pursuant to clause 12.4, prior to the date on which the changes are to come into effect, in which case the Agreement will terminate without charge immediately before the effective date of the changes. The Seller may terminate the Agreement, pursuant to clause 12.4, without charge at any time prior to the effective date of the changes proposed by GPIL. Any changes to this Agreement proposed by the Seller cannot come into effect unless they are executed by an authorised representative of each party.
13.4 The Seller agrees that GPIL has a right to amend the Agreement immediately upon notice where this is not prohibited by law.
13.5 Nothing in clauses 13.3 and 13.4 will limit:13.5.1 GPIL's right to update and revise its policies or add any new feature from time to time without prior notice, which may be accepted by the Seller using the new feature. Such revisions may take place using a method chosen at GPIL's discretion and such method may include email communication, or publication on a Google Website; and
13.5.2 The parties' right to vary the terms of this Agreement using any notice period where this is not prohibited by law and both parties agree to it.
13.6 The Seller may not assign or otherwise transfer this Agreement or any rights or obligations under it, in whole or in part, without the prior written consent of GPIL.
13.7 GPIL may, without prior written consent, assign or otherwise transfer, in whole or in part, its rights or obligations under this Agreement, to Google and/or any affiliate of Google.
13.8 Neither party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power outages and/or failures, and Internet or telecommunications disturbances, system failure.
13.9 The failure of GPIL to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
13.10 The parties hereto are and will remain independent contractors and nothing in the Agreement will be deemed to create any agency, partnership or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party.
13.11 If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and remain enforceable between the parties.
13.12 Nothing except as expressly set out in this Agreement will create or confer any rights or other benefits or otherwise in favour of any person other than the parties to it. This clause will not operate so as to restrict or limit the rights of any lawful assignee under this Agreement to exercise the rights and benefits conferred on him or her by his or her assignor. Notwithstanding this clause, no third party (including any third party who may be entitled to enforce its rights under this Agreement) is required to consent to the assignment, transfer or termination of variation to this Agreement.
13.13 This Agreement, and all disputes and claims arising out of or in connection with it, will be governed by the laws of Ireland. The Parties irrevocably and unconditionally agree that the Irish courts will have exclusive jurisdiction over all such disputes or claims. Nothing in the previous sentence will prevent either party seeking injunctive or similar relief in any jurisdiction in order to protect its confidential information or Intellectual Property Rights.
13.14 To the extent permitted by any relevant national legislation implementing the Payment Services Directive 2007/64/EC ('PSD') and the Payment Services Directive (EU) 2015/2366 ('PSD2') ('National Legislation') the following provisions of the National Legislation do not apply to the Agreement: all the provisions implementing Title III, Article 62(1), Article 64(3) and Articles 72, 74, 76, 77, 80 and 89 of the PSD2. The parties reserve the right to agree on a time different to that laid down in the provisions of the National Legislation implementing Article 71 of the PSD2.