GPL will provide the Seller with the Service (as defined in the Terms of Service below) in respect of the Seller's sales on Google's marketplaces, and (in the case of charities) charitable donations.
A list of Google's marketplaces supported by the Service can be found here. Google may update the marketplaces from time to time, but all marketplace transactions will be processed in accordance with the Terms of Service below. Please consult the terms and conditions of the product for further information about whether a particular product is a marketplace or not.
As well as sales on Google's marketplaces, 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 GPL to settle such amounts to the Seller on its behalf. For the avoidance of doubt, the Terms of Service below do not apply to such settlements. Please consult the relevant product terms and conditions for more information about such settlements.
These Seller Terms of Service ('Agreement') are a legal contract between Google Payment Limited, a company incorporated in England (Company No. 05903713), whose registered office is at 5 New Street Square, London EC4A 3TW, United Kingdom ('GPL') and you (the 'Seller'). GPL can be contacted by email through the Seller Help Centre at https://support.google.com/
Before you continue, you should print off or save a copy of this Agreement for your records.
BY CLICKING 'I AGREE TO THE TERMS OF SERVICE' BELOW AND CLICKING ON 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 E-money account that GPL holds for the Seller.
'API Reference Guide' means the API reference guide published by GPL or its affiliates from time to time. The current API Reference Guide is available at https://developers.google.com/
'API Developers Guide' means the API developers guide published by GPL or its affiliates from time to time. The current API Developers Guide is available at https://developers.google.com/
'Beta Features' means those features of the Service that are identified by GPL as 'beta' or unsupported in GPL's technical documentation from time to time. Such technical documentation will include the applicable API Reference Guide and API Developers Guide for the version of the Service that the Seller has implemented.
'Brand Features' means the trade names, trademarks, 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 United Kingdom.
'Buyer' means a Customer that uses the Service to make Funding Transactions to purchase Products.
'Operator' means a mobile telephone operator approved by GPL that offers an Operator Billing Account to Buyers.
'Operator Billing' means the payment process whereby GPL, on behalf of the Seller, will submit 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 GPL as a Funding Instrument.
'Chargeback Resolution Policy' means that section of the Google Payments Programme Policies and Guidelines headed 'Chargeback Resolution Policy'.
'Customer' means a person or entity that registers with the Service as a Buyer or a Seller.
'Disputes' means any disagreements, litigation, arrangements and/or other such disputes between Customers or other third parties arising from the use of the Service other than Service Disputes.
'E-money' means electronic value issued by GPL on receipt of funds. E-money resides in GPL's computer system and represents a claim against GPL for redemption. E-money is not a deposit.
'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 Customer with the Service and used by GPL to fund the issuing of E-money by GPL in order to process Funding Transactions and for other purposes.
'Funding Transaction' means the transaction by which GPL (i) initiates transfer of a Purchase Amount from a Buyer's Funding Instrument to GPL, (ii) issues the Buyer with an amount of E-money equal to the Purchase Amount, and (iii) transfers the amount of E-money from the Buyer to the Seller.
'Google' means Google International, LLC, and its subsidiaries and affiliates.
'Google Marketplace' means any or all of the Google-operated marketplaces on which Buyers can purchase Products directly from the Seller.
'Google Marketplace TOS' means Google Marketplace TOS as defined in clause 3.9.
'Google Payments Programme Policies and Guidelines' means Google Payments policies for Sellers having accounts on GPL with the Republic of Ireland billing details published by GPL from time to time. The current Google Payments Programme Policies and Guidelines are available at https://support.google.com/
'GPL Data Protocols' means the Google data protocols applicable to the Service being supplied by or on behalf of GPL to the Seller in accordance with this Agreement and any revised versions of such protocols that may be notified to the Seller by GPL 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.
'Intellectual Property Rights' means all patent rights, copyrights, semiconductor topography rights, rights in software, moral rights, trademark 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 GPL issues to the Seller to access the Seller's Account.
'Payment Order' means (i) the instruction that the Seller gives to GPL to execute a Funding Transaction authorised by a Buyer, which also acts as the notice to GPL of the Buyer's authorisation to initiate the purchase of an amount of E-money from GPL equal to the Purchase Amount of the Funding Transaction, or (ii) the instruction that the Seller gives to GPL to execute a Refund Transaction, as the context requires.
'Pounds Sterling' means the lawful currency of the United Kingdom.
'Product' means any digital or physical merchandise, goods or services 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.
'Redemption Account' means the E-money account operated by GPL associated with the Seller into which E-money is transferred by GPL from Buyers as part of a Funding Transaction.
'Redemption Transaction' means the transaction by which GPL redeems E-money held in the Seller's Redemption Account and initiates transfer of a corresponding amount to the Seller's Settlement Account.
'Refund Transaction' means the transaction by which GPL transfers E-money from the Seller's Redemption Account to a Buyer and then redeems and initiates transfer of a corresponding amount to the Buyer's Funding Instrument using the refund function of the Service.
'Reserve Requirement' means the monetary amount of the portion of payments payable to the Seller with respect to the processing of Funding or Redemption Transactions that GPL may withhold, as provided in the Agreement.
'Seller' means any person or entity that uses the Service to sell Products and receive Purchase Amounts from Funding Transactions.
'Seller's email address' means the email address provided by the Seller during sign-up.
'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 E-money payment service provided by GPL called Google Payments described in this Agreement that includes the processing of (a) Funding and Refund Transactions on behalf of Sellers relating to a purchase between a Seller and a Buyer, and (b) Redemption Transactions.
'Service Disputes' means any disagreements, complaints, litigation, arrangements and/or other such disputes between GPL and Customers arising solely from the alleged failure by GPL 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 GPL for the Service, as set out in clause 7.1.
'Settlement Account' means the deposit account of the Seller that is maintained at a bank located in the Republic of Ireland that is designated by the Seller and notified in writing to and approved by GPL for receipt of funds from the redemption of E-money held in the Seller's Redemption Account.
'Subsidiaries and Affiliates' means subsidiaries and affiliated legal entities of GPL around the world.
'USD' means the lawful currency of the United States of America.
'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.
1.4 Throughout the duration of the Agreement, the Seller may request to be provided with the Agreement through the Seller Help Centre, and a link to the Agreement will be sent to the Seller's email address free of charge.
2.1 Service Description. The Seller acknowledges and agrees that:
(a) The Seller's sales of Products are transactions between the Seller and a Buyer and not with GPL, Google or any of its affiliates, unless GPL, Google or any of its affiliates is expressly designated as a Seller or Buyer in the transaction;
(b) Neither GPL, Google nor any of its affiliates is a Buyer, a Seller or a party in connection with any Funding Transaction, unless expressly designated as such in the listing of the Product on a Google Website or its terms of service;
(c) GPL 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
(d) GPL 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 authorises a purchase with a Funding Instrument, GPL will, after receiving a Payment Order from the Seller, process the Funding 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.
2.2 Permissible Payment Order. The Seller will only use the Service to process a Payment Order for a Product that is purchased by a Buyer through a legitimate, bona fide sale of the Product. If the Seller identifies its primary product type as 'non-profit', is verified by GPL as a registered and certified non-profit organisation, and provides such other documentation and information as GPL requires from time to time then the Seller may use the Service to process donations from Buyers. A Payment Order may not be submitted for processing through the Service until the Seller has:
(a) Delivered or otherwise provided the purchased goods to the Buyer; or
(b) Performed the purchased service; or
(c) Otherwise completed the purchase transaction as mutually agreed upon by the Seller and the Buyer.
2.3 Prohibited Transactions. GPL 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 Pounds Sterling or local currency equivalent amount or number of Funding Transactions or Payment Orders during one or more specified time periods. The Seller will not:
(a) Use the Service to process a Funding 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 (other than to process donations in accordance with sub-clause 2.2 above);
(b) 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 GPL's applicable policies available from the Google Payments Website; or
(c) Use the Service to process Funding 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 here (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 GPL 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.
2.4 Upon prior notice to GPL (in the form specified by GPL), the Seller may refuse to process any order for a Product for any reason, but in each such case GPL will have no obligation to facilitate any related Funding Transactions.
2.5 Limitations on the Use of Service.
(a) The Seller will comply with all policies and limits concerning use of the Service for Sellers, as published and updated by GPL or its affiliates from time to time. Such policies will include:
(i) The Google Payments Programme Policies and Guidelines;
(ii) GPL's and Google's technical and implementation requirements located at https://developers.google.com/
terms(or such other URL as provided by GPL from time to time);
(iii) GPL'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 GPL or Google from time to time;
(iv) Google Website policies and terms accessible from Google Websites from time to time;
(v) GPL requirements for data security and privacy, as notified to the Seller from time to time, including the Google Payments Privacy Notice located at https://payments.google.com/
(vi) All applicable operating rules and/or policies of the card associations or networks that are used to process the Funding, Redemption and Refund Transactions; and
(vii) Operator requirements applicable to Operator Billing.
(b) GPL may change or suspend the Service, in whole or in part, as necessary to perform maintenance or updates to the Service.
(c) GPL may impose limits on certain features or restrict access to parts or all of the Service from time to time.
(d) GPL will not be required to credit the Seller for a Funding Transaction if GPL has not received valid funds from the Buyer's Funding Instrument for the Funding Transaction.
2.6 Prohibited Actions. The Seller will not:
(a) Establish a minimum or maximum Funding Transaction amount as a condition for Buyers' use of the Service to pay for a Product;
(b) Require Buyers to provide the Seller with the account numbers of any credit card, debit card, Operator Billing Account or other Funding Instrument;
(c) Separately process as a Funding Transaction the amount of any tax applicable to a purchase of a Product;
(d) Submit to the Service a Funding Transaction that was previously rejected for processing or previously returned as a chargeback;
(e) Permit the use of the Service for payment of any debt owed to the Seller by the Buyer or any returned/dishonoured cheque; or
(f) Maintain a negative balance in the Seller's Redemption Account.
Where the Seller adds any surcharge to a Funding Transaction for use of the Service, the Seller must clearly inform the Buyer of such charge in advance. The Seller agrees not to apply any surcharges that are unlawful under the relevant jurisdiction.
2.7 In the event that any Funding Transaction is reversed for any reason (including without limitation as a result of a chargeback) GPL may, in its sole discretion, seek to recover such funds from the Seller by debiting the Seller's Redemption Account. The Seller acknowledges and agrees that should there be insufficient funds in the Seller's Redemption Account, GPL may collect the Seller's debt to GPL by debiting the Seller's Redemption Account following a subsequent Funding Transaction or by any other means not prohibited by law.
2.8 Execution Times. GPL will process Funding, Refund and Redemption Transactions as follows:
(a) For Funding Transactions, after receiving the Payment Order from the Seller, GPL will issue a Buyer with an amount of E-money equal to the Purchase Amount at the latest when GPL receives valid corresponding funds from the Buyer's Funding Instrument and will immediately transfer the issued amount less any applicable Service Fees to the Seller's Redemption Account;
(b) For Refund Transactions, as long as there are sufficient available funds for the Refund Transaction in the Seller's Redemption Account, after receiving the Payment Order from the Seller, GPL will immediately transfer from the Seller's Redemption Account to a Buyer the amount of E-money equal to the Purchase Amount to be refunded. Where a Funding Instrument was used to fund some or all of the Purchase Amount, GPL will redeem and initiate transfer of the amount used to fund the Purchase Amount with the Funding Instrument to the Buyer's Funding Instrument immediately after GPL has completed and is satisfied with the outcome of applicable anti-money-laundering, fraud and other illegal activity checks;
(c) For Redemption Transactions, as long as there are sufficient available funds in the Redemption Account for the Redemption Transaction, GPL will redeem the amounts held in the Seller's Redemption Account and initiate transfer of the amounts on the Business Day for which the Redemption Transaction has been agreed in accordance with clause 7.4 subject to GPL completing and being satisfied with the outcome of applicable anti-money-laundering, fraud and other illegal activity checks;
(d) If a Payment Order or request for redemption is received or scheduled on a day that is not a Business Day, it will be treated for the purposes of this clause 2.8 as if received or scheduled on the next Business Day;
(e) GPL will not be responsible for, and does not control, when the transfers of redeemed funds initiated by GPL in sub-clauses (b) and (c) above are completed and the transferred funds made available by the relevant payment service provider.
2.9 Funding, Refund or Redemption Transactions may be rejected without prior notice to the Buyer or the Seller as provided in clause 7.6. The transactions may also be delayed due to GPL's compliance with its obligations under applicable anti-money-laundering legislation, including if GPL suspects that the transaction involves fraud.
2.10 Additional Operator Billing Terms. When a Buyer makes a Funding Transaction using Operator Billing, GPL will submit charges to the Operator for payment and processing through the Buyer's Operator Billing Account. A reversal, refund or adjustment of that Funding Transaction may also be submitted by GPL to the Operator for processing through the Buyer's Operator Billing Account. GPL is not obligated to the Seller or any other person to make settlement for Buyer's Funding 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 Funding Transaction) or to credit the Operator Billing Account or otherwise credit the Buyer (for a reversal, refund or adjustment of a Funding Transaction). In the event that GPL provides any settlement funds to the Seller pending payment from the Operator, GPL reserves the right to effect a chargeback or reclaim the funds from the Seller in the event that the Operator does not complete the Funding Transaction processing to the Buyer's Operator Billing Account or otherwise does not obtain payment from the Buyer. GPL may limit the types of Sellers that may use Operator Billing and the types of products that may be purchased with Operator Billing.
2.11 Beta Features. GPL 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. GPL may, in its sole discretion, cease providing Beta Features at any time.
3.1 Implementation. The Seller will ensure that there is no use of or access to the Service through Seller Websites that are not in compliance with the Agreement or not otherwise approved by GPL, and the Seller will monitor and disable any such access or use by unauthorised parties (including without limitation any third-party sites).
3.2 GPL has final approval authority with respect to the means used by the Seller, from time to time, to deploy the Service and in the event that GPL disapproves of such deployment, GPL will have the right, upon notice to the Seller, to suspend any continued use of the Service, in whole or in part, until such time as the Seller implements adequate corrective modifications as reasonably required and determined by GPL. GPL may send test queries to or conduct quality reviews of the Seller Website(s) at any time to verify the Seller's compliance with the Agreement.
3.3 Funding Instruments. As part of the Seller's implementation of the Service on the Seller Website, and as a condition of GPL providing the Service, the Seller will establish, register and maintain a Funding Instrument and a Settlement Account with the Service. The use of the Funding Instrument will be subject to the standard terms and conditions of the instrument located at: https://payments.google.com/
(a) Confirm that a Funding Instrument or Settlement Account, each 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 Funding Instrument or Settlement Account, as applicable;
(b) Reconfirm, in GPL's sole and absolute discretion, a Funding Instrument or Settlement Account any time that account information is changed; and
(c) Obtain, if permitted under local law, from time to time a credit report and/or to otherwise make credit or other background inquiries on the Seller as GPL deems appropriate to assess the Seller's eligibility for the Service or to review the Seller's continued use of the Service.
3.4 The Seller will provide current, complete and accurate registration information and Funding Instrument and Settlement Account information and will update such information to maintain it as current and accurate. GPL may require the Seller to provide additional information from time to time as a condition of continued use of the Service, or to assist GPL in determining whether to permit the Seller to continue to use the Service.
3.5 Updates. If GPL updates its technical or implementation specifications (including, without limitation, by way of updating the GPL 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.
3.6 Notice of System Changes. The Seller will provide GPL with no 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 the Service or processing of Funding Transactions (it being understood that notice will in no event relieve the Seller of its obligations under the Agreement).
3.7 Technical Support. Subject to the Seller's compliance with the Agreement, during the term of this Agreement, GPL will provide technical support services to the Seller for the Services in accordance with GPL's support guidelines then in effect for the Service. Prior to making any support request to GPL, 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 GPL. Then, the Seller may submit a written request for technical support in accordance with GPL's support guidelines and procedures. The Seller will provide support services to Buyers at its own expense.
3.8 Funding Transaction Authorisation. The Seller acknowledges that the receipt of an authorisation from a card issuer in relation to a particular Funding Transaction indicates only that, as of the date of the authorisation, the card: (a) has sufficient credit with the card issuer to pay the Seller the Purchase Amount; (b) is being used within the card's valid dates; and (c) has not been listed as lost or stolen. The Seller acknowledges that such authorisation is not a guarantee that the person submitting the transaction is, in fact, the cardholder; nor is an authorisation a representation by GPL or any other person that the transaction will not be subject to a chargeback.
3.9 Google Marketplaces. Notwithstanding clause 3.1, the Seller may use the Service to process transactions on a Google Marketplace. To use the Service on a Google Marketplace, the 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. 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 to the extent permitted by law.
5.1 GPL is an Electronic Money Institution. The Seller acknowledges and agrees that:
(a) GPL offers the Service to facilitate the processing of Funding Transactions on behalf of Sellers to enable payment for Products by Buyers;
(b) GPL processes Funding Transactions on behalf of Sellers;
(c) GPL does not accept deposits;
(d) Funds held by GPL or its service providers (including any bank service providers) in connection with the processing of Funding, Refund and Redemption Transactions are not held as deposits; and
(e) GPL is prohibited by law from paying interest to the Seller in respect of any balance held in the Seller's Redemption Account.
5.2 No Endorsement. GPL does not give any warranty or make any representation in relation to:
(a) The safety, quality, accuracy, reliability, integrity or legality of any Product;
(b) 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.
GPL 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.
5.3 No Representation as to Customer Identity. GPL will have no responsibility to any Seller to investigate the background of, or confirm the identity of, any Customers of the Service. GPL may offer a feedback or other ranking system on the Service to assist the Seller in evaluating other Customers of the Service. The Seller acknowledges that any such feedback or ranking system represents solely the opinion of other Customers of the Service, and is not an opinion of or representation or warranty by GPL.
5.4 Seller Identity Verification; Anti-Money-Laundering Requirements. The Seller acknowledges that GPL 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 GPL may conduct, and that the Seller complies with GPL, card association 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 GPL 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 GPL may require. The Seller consents to GPL sharing with and obtaining from relevant third parties information about the Seller for the purpose of GPL conducting applicable due diligence and identity checks. Non-satisfaction of this condition, including that the Seller provides information requested by GPL 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.
5.5 Disputes. The Seller acknowledges and agrees that:
(a) Except as expressly provided for in the Chargeback Resolution Policy or as required by card association or network rules, or UK regulatory requirements relating to the payment process itself, GPL is not a party to and will not be responsible for any Disputes;
(b) In the event of a Dispute, the Seller will comply with such dispute policies as provided by GPL from time to time; and
(c) In the event of a Service Dispute the procedure set out in clauses 5.6 and 5.7 will be followed.
Notwithstanding (a) or (b) above, GPL will provide various tools to assist Customers in communicating with each other to resolve a dispute that may arise between Buyers and Sellers with respect to a Funding Transaction. To the extent that Customers are unable to resolve a dispute, GPL may mediate disputes between Buyers and Sellers upon either party's request for assistance. Upon receipt of such request, GPL will, if appropriate and at GPL's sole discretion, review the dispute and propose a non-binding solution.
5.6 Service Disputes. GPL will investigate Service Disputes, provided that the Seller provides reasonable assistance to GPL as requested by GPL, from time to time.
5.7 Any Service Dispute should in the first instance be referred to GPL's help centre. For more information on the help centre please visit https://support.google.com/
5.8 Seller has six (6) years from termination of the Agreement to request the redemption of the full amount of any E-money outstanding on the Seller's Redemption Account, after which time any E-money left on the Seller's Redemption Account becomes the property of GPL. Any such redemption is subject to (i) the successful completion of applicable anti-money-laundering, fraud and other illegal activity checks, (ii) any liability on the Seller's Redemption Account, and (iii) a discretionary redemption fee of less than 1 (or equivalent). The Seller must provide the information requested by GPL in order for GPL to complete the applicable checks. For the purposes of this clause 5.8, the Agreement terminates from the date on which:
(a) the Account is closed and not subsequently reopened;
(b) the Agreement is terminated; or
(c) the transactions cannot be processed through the Service due to the Seller's failure to comply with this Agreement, including, but not limited to, the Seller's failure to update the Seller's Settlement Account details or comply with applicable anti-money-laundering requirements,
whichever comes first.
5.9 Nothing in clause 5.8 limits GPL's right to terminate the Agreement and/or redeem, pursuant to clause 12.
5.10 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.
6.1 Licence for GPL Brand Features. Subject to the terms and conditions of this Agreement, GPL grants to the Seller a limited, non-exclusive licence (without the right to sub-license) during the term of this Agreement to display those GPL Brand Features provided to the Seller by GPL 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 GPL 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/
6.2 Licence for Seller Brand Features. Subject to the terms and conditions of this Agreement, the Seller grants to each of GPL, 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.
6.3 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 GPL of Seller Brand Features (including any goodwill associated therewith) will inure to the benefit of the Seller and all use by the Seller of GPL Brand Features (including any goodwill associated therewith) will inure to the benefit of Google and GPL. 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.
6.4 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, GPL, 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, GPL will furnish the Seller with a sample of such usage.
7.1 Service Fees. The Seller will pay the Service Fees specified in the applicable Google Marketplace TOS. The fees can be found on the Service Fees web page. GPL may increase or decrease the Service Fees from time to time and any such increase or decrease will be deemed a change for the purposes of clause 14.3. GPL will also post the revised Service Fees on the relevant section of the Service Fees web page. Such revised Service Fees will set out the date on which the revised Service Fees will come into operation. From time to time, GPL may run promotions on Google Payments that may affect the amount of the Service Fees.
7.2 Without prejudice to clause 5.1(e), GPL may earn interest and/or other compensation from its service provider banks or others arising from the E-money float held in the Seller's Redemption Account that has not been redeemed to the Seller's Settlement Account. The Seller agrees that any such amounts of interest or compensation earned by GPL will be solely for the account of GPL.
7.3 GPL will hold amounts of E-money due and payable to the Seller, less any applicable Service Fee, in the Seller's Redemption Account, and will not use such amounts for GPL's corporate operating expenses. GPL will not hold any monies on trust or as trustee for the Seller.
7.4 Redemption Period. GPL will use commercially reasonable efforts to electronically transfer funds for transactions processed to the Seller's Redemption Account within a calendar month to the Seller's Settlement Account before the close of business on the 15th day of the following calendar month (Redemption Period). The monthly payment schedule described in the foregoing sentence will apply to all payment transactions processed to the Seller's Redemption Account. At GPL's option, and with no prior notice to the Seller, funds may be transferred to the Seller's Settlement Account more frequently than monthly. Redemption Transactions carried out in accordance with the Redemption Period will be considered as authorised by the Seller. If the Seller provides incorrect information to GPL, causing a Redemption Transaction to be made in error, GPL may charge the Seller a fee for the costs of GPL's reasonable efforts to correct the error. The Seller may in addition request redemption at any time by contacting GPL through the Seller Help Centre.
7.5 Notwithstanding the foregoing, GPL will not be obliged to transfer any funds to:
(a) The Seller's Redemption Account with respect to the processing of any Funding Transaction for which GPL has not received full settlement in final available funds for the processing of that Funding Transaction; or
(b) Seller's Settlement Account if Seller's Redemption Account balance at the time of disbursement is less than 1 (or equivalent), subject to clauses 5.8 and 12.8(a).
7.6 GPL may withhold, reject or effect a chargeback on a Funding, Redemption or Refund Transaction:
(a) If the Buyer has made a claim for a refund;
(b) If GPL, at its reasonable discretion, believes that the transaction:
(i) Is subject to a factual error;
(ii) Involves misconduct, 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);
(iii) Violates applicable law;
(iv) Violates this Agreement or the Buyer Terms of Service; or
(v) Violates applicable GPL and/or Service policies;
(c) In the event of chargebacks relating to Buyers' purchase of E-money pursuant to the rules of a card association; and
(d) In the event that GPL requires additional information from the Seller to fulfil identity verification or anti-money-laundering requirements pursuant to clause 5.4.
The Seller agrees to cooperate with GPL and provide such information as reasonably requested by GPL in its investigation of any of the circumstances listed in this clause.
As provided in clause 2.9, the transactions may also be delayed due to GPL's compliance with its obligations under applicable anti-money-laundering legislation, including if GPL suspects that the transaction involves fraud.
Where it does not contravene the law, or compromise reasonable security procedures, GPL will provide the Seller with information regarding its failure to process a Funding, Redemption or Refund Transaction pursuant to clause 7.6.
7.7 GPL may, at its option, offset any payment obligations to the Seller that GPL may incur under this Agreement against any amounts owed and not yet paid by the Seller under this Agreement or any other agreement between the Seller and GPL or an affiliate of GPL, in addition to whatever other rights and remedies GPL may have under this Agreement.
7.8 GPL may offset against its payment obligations under this Agreement, or require the Seller to pay to GPL (within thirty (30) days of any invoice), any amounts that GPL may have overpaid to the Seller in prior periods.
7.9 The Seller agrees that Buyers may retain a chargeback right pursuant to card association rules. GPL may, but is not obliged to, pass chargebacks on to the Seller.
7.10 GPL may deduct any applicable Service Fee and other applicable fees from the amount of any Funding Transaction(s).
7.11 GPL may deduct the following amounts from funds held in the Redemption Account:
(a) Reversals, refunds or rejections of prior Funding Transactions; and
(b) Any other corrections or adjustments to prior Funding Transactions,
provided that in each case, GPL notifies the Seller of such deductions.
7.12 Reserve Requirement. GPL 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 GPL may impose a Reserve Requirement include, but are not limited to:
(a) Ensuring that sufficient funds are available to GPL in the event of chargebacks, reversals of Funding Transactions or other Seller obligations arising in connection with Funding Transactions;
(b) 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;
(c) If the Seller is receiving excessive chargebacks, as determined at the sole discretion of GPL;
(d) A significant change to the nature of the Seller's business or product lines; or
(e) Where GPL has reasonable grounds to believe that GPL may be liable to third parties for the provisional or final credit extended to the Seller.
GPL 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.
7.13 Refunds and Adjustments. The Seller will maintain a fair policy with regard to the return/cancellation of merchandise or services and adjustment of Funding Transactions. 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 Funding Transaction from a Buyer, the Seller will initiate and authorise a Refund Transaction within three (3) days of receiving the Buyer's request for such refund/adjustment by using the refund function of the Service. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Funding 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 return for preparing a refund to the Buyer nor to give cash refunds to a Buyer in connection with a Product paid for with a Funding Transaction, unless required by law. If the Seller's refund policy prohibits returns under certain circumstances, the Seller may be required to reimburse the Buyer pursuant to GPL's policies and to the rules of a card association. If there are sufficient available funds in the Seller's Redemption Account, refund requests from Sellers will be processed as provided in clause 2.8. Prior to that, the processing of refund requests is at GPL's sole discretion. If the Seller makes a refund in error, GPL may charge the Seller a fee for the costs of GPL's reasonable efforts to correct the error.
7.14 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 GPL's net income. GPL is not responsible for, and is not the entity collecting sales or income or other taxes with respect to Funding Transactions. When GPL 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 GPL with such documentation as may be required by the applicable governmental entity in order for GPL 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 GPL may withhold any payments required to be made hereunder until the Seller has provided such documentation. The Seller will promptly provide GPL with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time at which such payments are made by the Seller pursuant to the Agreement.
7.15 In order to facilitate purchases from Sellers by buyers located outside the European Economic Area, GPL may collect funds from such buyers or from the relevant Google entity, load the funds onto the Seller's Redemption Account and then redeem them to the Seller's Settlement Account. Redemption Period in clause 7.4 applies in such cases.
7.16 The Seller agrees to pay all fees, including any applicable currency conversion fees, associated with the conversion of funds and the processing of the payment to the Settlement Account. The Seller acknowledges and agrees that the Seller bears all risk of loss arising from any changes in the currency exchange rates between the time at which payment transactions are processed and the time at which settlement funds are sent to the Settlement Account. Banks that process the payment to the Settlement Account also may impose fees and charges related to processing of the payment and related currency conversion, and the Seller is solely responsible for all such fees and charges.
7.17 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 GPL 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 processed to the Seller's Redemption Account. The exchange rate will be determined by a financial institution utilised by GPL 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, GPL 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. GPL reserves the right to impose fees on this currency conversion.
8.1 Confidentiality. The Seller will not disclose or cause to be disclosed any confidential and/or proprietary information belonging to GPL without GPL's prior written consent, except to those employees, agents, representatives or contractors of the parties 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 Personnel in breach of this clause. The Seller will protect GPL 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. GPL confidential and proprietary information will include, but will not be limited to: (a) all GPL, Google and its affiliates' software, technology, programming, specifications, materials, guidelines and documentation relating to the Service; (b) any information provided pursuant to this Agreement including, without limitation, tangible, intangible, visual, electronic, present or future information such as: (i) trade secrets; (ii) financial information; (iii) technical information, including research, development, procedures, algorithms, data, designs and know-how; and (iv) business information, including operations, planning, marketing interests and products; and (c) any other information designated in writing by GPL as 'confidential' or an equivalent designation. GPL confidential and proprietary information will not include information that: (i) is or becomes publicly available through no act or omission of the Seller; (ii) was in the Seller's lawful possession prior to the disclosure and was not obtained by the Seller from GPL or its affiliates; (iii) 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 GPL; or (iv) is independently developed by the Seller without violation of this Agreement.
8.2 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 GPL 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 GPL in any manner that contravenes the Google Payments Privacy Notice. GPL 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. GPL will be under no obligation to return, destroy or certify as to the destruction of the Seller's confidential information, provided, however, that GPL will not exploit the Seller's confidential information except as otherwise provided in this Agreement.
8.3 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 GPL 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 Seller Help Centre.
8.4 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.
8.5 Intellectual Property Rights. GPL 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 GPL Brand Features, except for the limited use rights expressly set out in the Agreement.
8.6 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.
8.7 The Seller will comply with reasonable industry standards for data security and data protection for transactional and Buyer information.
9.1 Each party represents and warrants that it has full power and authority to enter into the Agreement.
9.2 It is a condition of this Agreement and the Seller warrants to GPL that the Seller:
(a) If an individual, is at least 18 years old;
(b) Owns and controls the Seller Website(s); and
(c) 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.
9.3 The Seller warrants to GPL that:
(a) 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;
(b) It will comply with all laws, regulations and ordinances applicable to or otherwise connected with the Seller's use of the Service;
(c) The Seller will not attempt to initiate or receive a Funding, Refund or Redemption Transaction using the Service that is, or would be, illegal under any applicable law;
(d) It will comply with all laws and regulations applicable to the sale of Products and its relationship with Buyers, including without limitation the Directive on Consumer Rights (Directive 2011/83/EU) and the Directive on Electronic Commerce (Directive 2000/31/EC); and
(e) To the Seller's knowledge, the Payment Order is free from any material alteration not authorised by the Buyer.
9.4 GPL warrants to the Seller that it will provide the Services with reasonable care and skill.
9.5 GPL 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.
9.6 GPL 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.
9.7 No conditions, warranties or other terms apply to the Services or to any other services supplied by GPL under this Agreement except to the extent that they are expressly set out in this Agreement. Subject to clause 10.1(b), no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
10.1 Nothing in this Agreement will exclude or limit either party's liability for:
(a) Death or personal injury resulting from the negligence of either party or their servants, agents or employees;
(b) Fraud or fraudulent misrepresentation;
(c) Breach of any implied condition as to title or quiet enjoyment; and/or
(d) Misuse of confidential information.
10.2 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 11.
10.3 Subject to clauses 10.1 and 10.2, 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:
(a) Any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);
(b) Cost of substitute services;
(c) Any loss of goodwill or reputation; or
(d) 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 at the date of this Agreement.
10.4 Subject to clauses 10.1, 10.2, 10.3 and 10.5, 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 the Service Fee paid or payable by the Seller to GPL in the immediately preceding Year; or 30,000.
10.5 Subject to clauses 10.1, 10.2 and 10.3, each party's total liability in 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.
10.6 Each party acknowledges and agrees that the allocation of risk contained in this clause 10 is reflected in the nature of the Services and amounts that are payable by each party under this Agreement.
10.7 The Seller is entitled to redress under clauses 10.8, 10.9 and 10.10 only if the Seller notifies GPL in accordance with clause 13 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. Where GPL has failed to make relevant transaction information available to the Seller, the time limit of thirteen (13) months will not apply.
10.8 Treatment of Unauthorised Redemption and Refund Transactions. Except where Seller fraud is involved, GPL will refund to the Seller's Redemption Account the amount of unauthorised Redemption and Refund transactions that were not authorised in accordance with clauses 7.4 and 7.13, respectively, including any applicable charges, as soon as practicable, and in any event no later than the end of the Business Day on which GPL becomes aware of any such transaction. Where GPL has reasonable grounds to suspect fraudulent behaviour by the Seller in relation to the Seller's claim for an unauthorised transaction, GPL will first conduct a prompt investigation before deciding whether to refund, and will notify the Seller of the outcome of the investigation as soon as possible. If the Seller has acted fraudulently or has with intent or gross negligence failed to comply with the aspects of the Agreement relating to the Seller's Account, the Seller will be liable for all losses incurred in respect of unauthorised transactions. GPL may conduct an investigation prior to or after a refund for an unauthorised transaction.
10.9 Treatment of incorrectly executed Refund or Redemption Transactions. Unless GPL can prove that it executed the relevant transaction correctly, it will without undue delay refund to the Seller's Redemption Account the amount of the Refund or Redemption Transaction and any applicable charges relating to the transaction. In any case, GPL will, at the Seller's request, make immediate efforts to trace the transaction and notify the Seller of the outcome. GPL is not liable for any amount of Redemption Transaction that has already been successfully redeemed and settled into the Seller's Settlement Account.
10.10 Treatment of Incorrectly Executed Funding Transactions. GPL is liable to the Seller for the correct transmission of the Payment Order made by the Seller relating to a Funding Transaction and will immediately re-transmit the Payment Order and, on request, make immediate efforts to trace the Funding Transaction and notify the Seller of the outcome.
11.1 Subject to clause 11.2, the Seller will indemnify, defend and hold GPL, Google and its affiliates, and/or any financial service provider with whom GPL 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:
(a) The Seller Website(s);
(b) Seller Brand Features;
(c) The Seller's use of the Service other than as permitted by this Agreement; and/or
(d) Any Product that a Buyer has attempted to, intends to or has acquired using the Service.
11.2 The Seller's obligations under clause 11.1 will exist only if the Indemnified Person:
(a) Promptly notifies the Seller of such claim;
(b) Provides the Seller with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
(c) Gives the Seller full control and sole authority over the defence and settlement of such claim. The Indemnified Person may appoint its own supervising counsel of its choice at its own expense.
11.3 Subject to the remainder of this clause 11, GPL 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 GPL'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.
11.4 In no event will GPL have any obligations or liability under clause 11.3 arising from:
(a) Use of any Beta Features;
(b) Use of the Services or Google Brand Features in a modified form or in combination with materials not furnished by GPL; or
(c) Any content, information or data provided to GPL, Google or its affiliates by the Seller, any other Customer or any third parties.
11.5 GPL's obligations under clause 11.3 will exist only if the Seller:
(a) Promptly notifies GPL of such claim;
(b) Provides GPL with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
(c) Gives GPL full control and sole authority over the defence and settlement of such claim. The Indemnified Person may appoint its own supervising counsel of its choice at its own expense.
11.6 GPL, in its sole and reasonable discretion, may terminate a Customer's continued use of any Services or GPL Brand Features that are alleged or believed by GPL to infringe any third party's Intellectual Property Rights.
11.7 This clause 11 states the parties' entire liability and exclusive remedy with respect to infringement of a third party's Intellectual Property Rights.
12.1 This Agreement will commence on the Effective Date and will continue until terminated in accordance with the provisions set out herein.
12.2 Termination. The Seller may terminate this Agreement forthwith and without charge within fourteen (14) days of the Effective Date by serving notice on GPL. Thereafter, unless a shorter period is provided in this Agreement, as permitted by law, GPL 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.
12.3 Either party may suspend performance and/or terminate the Agreement, in whole or in part and on immediate notice if:
(a) The other materially breaches any term of the Agreement and it is not possible to remedy that breach; or
(b) 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.
12.4 Either party may terminate this Agreement on immediate notice if:
(a) 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 voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to the other party;
(b) 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;
(c) The other party ceases to carry on business or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) 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;
(e) 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;
(f) 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;
(g) 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
(h) 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 12.4.
12.5 Suspension of Service in Relation to Funding Transactions. GPL may immediately suspend the Seller's use of the Service in relation to Funding Transactions if:
(a) 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
(b) At GPL's reasonable discretion, the Seller's use of the Service creates a risk of financial harm or loss of goodwill to GPL, the Service and/or any of the payment card systems used for processing Funding Transactions or there is a reasonable suspicion of fraud, money laundering or other illegal activity by the Seller.
12.6 Suspension of Service in relation to Refund and Redemption Transactions for compromise of the Seller's credentials. GPL may immediately suspend the Seller's use of the Service in relation to Refund and Redemption Transactions on reasonable grounds relating to the security of the Seller's Login Details or Redemption Account, or their suspected fraudulent or unauthorised use. GPL will inform the Seller of such suspension and the reasons for the suspension in advance or, if that is not possible, immediately after, unless such notification would be unlawful or compromise reasonable security measures. GPL will reactivate the Seller's Login Details or Redemption Account, or provide the Seller with new active Login Details or Redemption Account, as soon as practicable after the reasons for the suspension cease to exist.
12.7 The Seller may temporarily suspend the Service with one (1) Business Day's prior notice to GPL during a period when:
(a) The Service is experiencing critical errors or defects that materially affect the primary functions of the Service until such time as GPL corrects such errors or defects; or
(b) The Seller's business experiences a material adverse effect as a direct result of the Service until such time as GPL remedies or mitigates such material adverse effect,
provided that, in each case, the Seller provides GPL with such documentation regarding the critical error or defect or material adverse effect as may be requested by GPL. During such suspension of the Service, the Seller will assist GPL in good faith to resolve such issues.
12.8 Upon termination of this Agreement or other termination of the Seller's use of the Service:
(a) Subject to the successful completion of applicable anti-money-laundering fraud and other illegal activity checks and to a discretionary redemption fee of less than 1 (or equivalent), GPL will, within approximately one hundred and eighty (180) days following the end of the calendar month in which the Agreement has terminated, redeem the Seller's E-money, including any Reserve Requirement and return the outstanding balance (if any) to the Seller's Settlement Account (or other such account as notified by the Seller to GPL);
(b) If the outstanding balance cannot be returned to the Seller in accordance with sub-clause (a) above, the Seller has a right to request redemption in accordance with clause 5.8;
(c) Except as set out in sub-clauses (a) and (b) above, all other obligations of GPL under this Agreement will immediately cease;
(d) The Seller will remain liable for all Funding Transactions, chargeback fees and any other obligations incurred or accrued by the Seller;
(e) All rights and licences granted by GPL will cease immediately;
(f) The Seller's rights to use any GPL Brand Features, as permitted under the Agreement, will immediately cease;
(g) The Seller will immediately cease use of the Service:
(i) To process Funding Transactions; and
(ii) To display GPL Brand Features;
(h) The Seller will fulfil any outstanding Product purchases; and
(i) The Seller will return or destroy (and certify to such destruction) all copies of any confidential and/or proprietary information of GPL in its possession.
12.9 GPL 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.
12.10 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 5.8, clause 8 (Confidentiality) and clause 12.8(b) 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.
13.1 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.
13.2 GPL 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 GPL 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:
Notice will be deemed given (i) upon receipt when delivered personally or by overnight courier (signature required upon receipt); (ii) upon verification of receipt of registered or certified mail; (iii) in the case of email, four (4) hours from sending the email; or (iv) 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.
13.3 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.
13.4 Any notice sent to GPL under the Agreement should be sent by registered post to:
Google Payment Limited, 5 New Street Square, London EC4A 3TW, United Kingdom, and marked for the attention of 'GPL Payments Team', except that:
13.5 If GPL needs to contact the Seller in the event of suspected or actual fraud or security threats, GPL will send an email to the Seller's primary email address prompting the Seller to contact GPL. In addition, GPL may send an email to the Seller's secondary email address, or an SMS to the Seller's phone number, if provided.
14.1 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.
14.2 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.
14.3 Subject to clauses 14.4 and 14.5, 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 GPL unless the Seller notifies GPL to the contrary, pursuant to clause 13.4, 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 13.4, without charge at any time prior to the effective date of the changes proposed by GPL. Any changes to this Agreement proposed by the Seller cannot come into effect unless they are executed by an authorised representative of each party.
14.4 The Seller agrees that GPL has a right to amend the Agreement immediately upon notice where this is not prohibited by law.
14.5 Nothing in clauses 14.3 and 14.4 will limit:
(a) GPL'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 GPL's discretion and such method may include email communication, or publication on a Google Website; and
(b) 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.
14.6 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 GPL.
14.7 GPL 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 except where this results in a change to the Seller's statutory rights under the applicable national legislation implementing the Payment Services Directive (Directive (EU) 2015/2366) as set out in the Agreement, in which case GPL will provide the Seller with a notice in accordance with clause 14.3.
14.8 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 or system failure.
14.9 The failure of GPL to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
14.10 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.
14.11 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.
14.12 Nothing except as expressly set out in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 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 by his 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, termination of variation to this Agreement.
14.13 This Agreement, and all disputes and claims arising out of or in connection with it, will be governed by the laws of England and Wales. The Parties irrevocably and unconditionally agree that the courts of England and Wales 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.
14.14 To the extent permitted by any relevant national legislation implementing 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 and Articles 62(1), 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.