MERPAY USER TERMS AND CONDITIONS

These terms and conditions constitute an agreement (“Agreement”) between you (“you”, and “your”) and Merpay Ltd (“we”, “us”, “our” and “Merpay”). Merpay is a private limited company incorporate in England and Wales with company number 10137848 and whose registered office is 5th Floor, The Record Hall, 16-16a Baldwin’s Gardens London EC1N 7RJ, United Kingdom. Merpay is an authorised electronic money institution authorised and regulated by the Financial Conduct Authority (“FCA”) with register number 900647.

1.Services

Subject to clause 2, Merpay will provide you with the following services (“Services”):

  • An account (“Account”) that holds electronic money issued by Merpay (“E-money”) in which you may store funds.
  • A payment service (“Payment Service”) that enables you to make payments to another Merpay users (“User”) using E-money to purchase goods offered for sale through the Mercari online marketplace (“Marketplace”). When you use the Payment Service you are a “payer” or a “Buyer”.
  • An acquiring service (“Acquiring Service”) that enables you to receive funds from another User as payment for his/her purchase of the goods you offer for sale on the Marketplace. When you use the Acquiring Service you are a “payee” or a “Seller”.

The Account is not a deposit account, we do not provide any credit to you and the Services do not involve providing a debit or credit card. Funds held in the Account will not earn any interest.

1.1.Consent

1.1.1.Transactions

You consent to:

  • pay Sellers for goods you have bought through the Marketplace;
  • refund Buyers for goods they have bought from you through the Marketplace, (each a “Transaction”),

by following the relevant instructions in the Marketplace App.

1.1.2.Revocation

Payment Transactions are future payments, which are arranged on an agreed date (see clause 1.4). As a Buyer you may not withdraw your consent for a payment once you consent to a payment after the end of the Business Day before the agreed payment time.

Refund Transactions are payments, which are arranged on the same day when the Payment Transaction are cancelled. As a Seller once you consent to a refund, you cannot revoke your consent.

Subject to the rest of this clause 1.1.2, you may revoke consent for a Transaction by following the instructions in the Marketplace App.

1.2 Marketplace

In order to access and use the Services you must have an electronic device (such as a smartphone or tablet) that has the Mercari online marketplace app (“Marketplace App”) installed.

You will able to access the Account balance and your Transaction history using the Marketplace App, including (i) the amount of each Transaction, (ii) a reference to identify the payer or payee (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) the debit or credit date of the Transaction (as appropriate) etc.

1.3 Loading

You may load funds into the Account via the Marketplace App by using the payment methods set out in the Marketplace App, including but not limited to credit and debit cards. You must provide all the information requested otherwise we will be unable to load funds into the Account. The Account will only show loaded funds once we have received them from your bank or other payment service provider.

1.4 Execution time of Transactions

For Buyers, we will execute Transactions by transferring the amount of the Transaction to Seller’s account by the end of the next Business Day following the receipt of the instruction to make the payment (“payment order”). A “Business Day” is a day that is not a Saturday, Sunday or public holiday in London.

For Sellers, we will credit the amount of the Transaction to the Account on the same Business Day that we are credited with the amount of the Transaction.

1.5 Hold

For the Payment Service, a payment order will be deemed to be received on the date that the Buyer has confirmed receipt of the relevant goods and rated the Seller through the Marketplace App. This means that the Seller will not receive payment until after the Buyer has confirmed receipt and rated the Seller.

For the Acquiring Service, a payment order is received when we receive it from the Seller.

If we receive a payment order on a non-Business Day or after 4:30 pm on a Business Day, it will be deemed to be received by us on the following Business Day.

2. Activation

In order to activate the Services you must download and install the Marketplace App and provide the information required. The Services are financial services and we are required by law to hold certain information about our customers. We use this information to administer the Services, and to help us identify you and the Account in the event of misappropriation. We only keep this information as long as is necessary and for the purposes described in this clause 2 and clause 14.

2.1. Conditions

In order to use the Services you must be at least 13 years old and a resident of the United Kingdom. If you are under 18 years old, you will require consent from a parent or legal guardian.

You may have only one Account under the Agreement.

2.2. Checks

We may conduct checks: (i) to identify and verify you; (ii) to determine whether you meet the conditions in clause 2.1; and (iii) if we believe it is appropriate in the context of your use of the Services. We will conduct checks if required to do so by law.

The activation or use of the Services means that you consent to the checks described in the Agreement being undertaken.

You agree to provide us with any documentary evidence or information we request for the purposes of the checks. You agree that we may carry out checks on you electronically or otherwise use a third party for the purposes of conducting the checks. When we carry out these checks, your personal information may be disclosed to credit reference agencies and fraud prevention agencies. This is an identity check only and will have no adverse effect on your credit rating.

3. Spending Limits

We reserve the right to impose limits on the amounts and volumes of Transactions that you are permitted to make using the Services. If limits are imposed, these limits would be set out in the Marketplace App.

You may not use the Service if you are conducting a full-time professional business selling goods or services through the Marketplace. Failure to comply with the limits will result in the immediate suspension of the Services and the termination of the Services in accordance with clause 10.

4. Fees & Exchange Rates

4.1. Fees

There are no fees charged for the use of the Services.

4.2.Exchange Rates

We do not provide a currency conversion service, all Transactions are in pounds sterling.

5. Communication

5.1. How you can contact us

You can contact us via the designated form in the Marketplace App. Alternatively, you can contact us by email uk-contact@merpay.com or post at Merpay Customer Services, 5th Floor, The Record Hall, 16-16a Baldwin’s Gardens London EC1N 7RJ.

5.2. How we will contact you

We will contact you in the first instance using the Marketplace App. However, if necessary, we may contact you by email, telephone or post, using the details you provided in the Marketplace App.

Please keep your details up to date because if your details change as we may not be able to communicate with you or provide you with any necessary notifications.

5.3. Language

All communications with respect to the Services, the Marketplace App will be in English. The language of the Agreement is English and any translation provided is for information purposes only.

5.4. Copy of Agreement

You can contact us to request a copy of the Agreement, which will be sent to you by email free of charge.

6. Keeping your Account Safe & Notifying us of any Problems

In order to access the Marketplace through the Marketplace App you will be required to create or be given security details such as a username and password. You are responsible for keeping your electronic device safe and ensuring that no one can access the Marketplace thorough it. This means that you must take all reasonable steps to avoid the loss, theft or misuse of your smartphone and ensure that your smartphone is encrypted and password protected. Do not disclose any details about the Services to anyone except where necessary to authorise a Transaction.

If you suspect that the Account or security details have been compromised, you must notify us as soon as possible. You must keep your security details safe at all times by memorising them as soon as possible and not disclosing them to any person. Failure to comply with this may be treated as gross negligence and may affect your ability to claim any losses.

7. Suspending the Services

We may suspend your use of the Services, in which case you will not be able to use the Marketplace App to make any Transactions, if we have reasonable concerns about the security of the Account or we suspect the Services are being used in a fraudulent or unauthorised manner. We will notify you of any such suspension in advance, or immediately after if this is not possible, and of the reasons for the suspension unless to do so would compromise reasonable security measures or otherwise be unlawful. We will lift the suspension and, where appropriate, issue new security details free of charge as soon as practicable once the reasons for the suspension cease to exist.

8. Disputed Transactions

8.1. General Liability

To the maximum extent permitted by law, we are not liable to you (whether under tort, contract law or any other legal grounds) except:

  • as provided for in this clause 8;
  • as provided for in clause 12;
  • as a direct consequence of our fraud;
  • for death or personal injury caused by us as a result of our negligence (or any other act or omission caused by our negligence that cannot be excluded by law).

Subject to the rest of this clause 8, we are not liable for: (i) any loss of profit, business, contracts, revenue or anticipated savings; or (ii) any special, indirect or consequential damages.

8.2 Unauthorised and Incorrectly Executed Transactions

We will assume that all Transactions are authorised by you unless you notify us otherwise.

If you believe you did not authorise a particular Transaction or that a Transaction was incorrectly carried out, in order to get a refund you must contact us as soon as possible, and in any case no later than 13 months after the amount of the Transaction has been deducted from the Account. We will immediately (and no later than close of business on the day the refund was requested) refund the amount of any unauthorised Transaction and any associated fees payable under the Agreement subject to the rest of this clause 8. If the refund request is received on a non-Business Day or after 4:30 pm on a Business Day, we will make the refund at the beginning of the next Business Day. If we are liable for an incorrectly executed Transaction, we will refund without undue delay the amount of the Transaction and any associated fees payable under the Agreement. We may require you to complete a dispute declaration form. We may conduct an investigation either before or after any refund has been made. We

8.3 Transaction Liability

Except where you have acted fraudulently and subject to notification under clause 8.2, you will not be liable for any losses incurred in respect of an unauthorised Transaction through the Marketplace.

8.4 Investigation

If an investigation shows that any disputed Transaction was authorised by you or that you may have acted fraudulently or with gross negligence, we may reverse any refund made and you may be liable for the losses we suffer in connection with the Transaction including but not limited to the cost of the investigation. We will give you reasonable notice of any reverse refund.

8.5 Refusal

In certain circumstances we may refuse to complete a Transaction that you have authorised. These circumstances include:

  • if we have reasonable concerns about the security of the Account or we suspect the Services are being used in a fraudulent or unauthorised manner;
  • if there are insufficient funds in the Account to cover the Transaction and all associated fees at the time that we receive notification of the Transaction;
  • if we have reasonable grounds to believe you are acting in breach of the Agreement; or
  • if we are required to do so by law.

Unless it would be unlawful for us to do so, where we refuse to complete a Transaction for you, we will notify you as soon as reasonably practicable that it has been refused and the reasons for the refusal together, where relevant, with the procedure for correcting any factual errors that led to the refusal.

9. Immediate Performance

You hereby request immediate performance of the agreement for the provision of the Services and acknowledge that you will lose your statutory right of withdrawal from the Agreement once the initial Service is fully performed. Nevertheless, you retain your right to terminate the Agreement under clause 10 below.

10. Termination

You may terminate the Agreement at any time by contacting us.

If you terminate your agreement with Mercari Europe Ltd to use the Marketplace (“Marketplace Agreement”), you will be deemed to have terminated this Agreement at the same time.

We may terminate this Agreement with immediate effect:

  • if you breach an important part of the Agreement, or repeatedly breach the Agreement and fail to resolve the matter within 10 days, or use the Services in a manner that we believe is fraudulent or unlawful; or
  • if you breach clause 3.

We may terminate the Agreement without any reasons by giving you two months’ notice.

If the Agreement terminates, we will disable your access to the Services. Any unused balance in the Account (after the deduction of any outstanding Transactions) will be redeemed in accordance with clause 12.

Please note that terminating the Agreement will not end your responsibility to pay for any goods you have received from a Seller. If the Agreement is terminated, any outstanding Transaction using the Payment Service will be completed without the need to rate of the relevant Seller.

11. Duration

This Agreement is a framework contract of indefinite duration for the purposes of the Payment Services Regulations 2009.

12. Redemption and Expiry

You may redeem all or part of the funds held in the Account at any time by selecting the redemption of funds option in the Marketplace App and following the instructions. Unless agreed otherwise, we will redeem your funds to your bank account.

If for some reason you have not redeemed the remaining balance on the Account upon termination of the Agreement, you may redeem the whole of the amount at any point in the six-year period commencing on the date of the termination of the Agreement (“Six-year Period”). At the end of the Six-year Period any remaining funds will become the property of Merpay.

Prior to redeeming funds from the Account, we may conduct a redemption check on you for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes. If you are redeeming funds on or after the termination of the Agreement, we will conduct a redemption check on you. If you do not pass the redemption check, the funds will remain in the Account until you are able to pass the redemption check or the end of the Six-year Period.

13. Changes to the Agreement

We will notify you of any change to the Agreement via the Marketplace App and by email two months in advance. You will be deemed to have accepted the change if you do not notify us otherwise prior to the date the change takes effect and continue to use the Services. If you do not accept the change, the Agreement will terminate at the end of the two-month notice. You may also end the Agreement immediately and free of charge before the expiry of the two-month notice.

Copies of the most up-to-date version of the Agreement will be made available in the Marketplace App and on our website at all times.

14. Personal Data

Merpay is a data controller of your personal data, and will manage and protect your personal data in accordance with the Data Protection Act 1998.

We may transfer your personal data outside the EEA to our commercial partners where necessary to provide the Services to you, such as customer service, account administration, financial reconciliation, or where the transfer is necessary as a result of your request, such as the processing of any international transaction. When we transfer personal data outside the EEA, we will take steps to ensure that your personal data is afforded substantially similar protection as personal data processed within the EEA. Please be aware that not all countries have laws to protect personal data in a manner equivalent to that of the EEA. Your use of the Services will indicate to us that you agree to the transfer of your personal data outside the EEA. If you withdraw your consent to the processing of your personal data or its transfer outside the EEA, which you can do by using the contact details in clause 5.1, We will not be able to provide the Services to you. Therefore, such withdrawal of consent will be deemed to be a termination of the Agreement.

Unless you have provided your explicit permission, your personal data will not be used for marketing purposes by us or our commercial partners (unless you have independently provided your consent to them directly), nor will it be shared with third parties unconnected with the Services.

You have the right to request details of the personal information that is held about you, and you may receive this by writing to us. Where legally permitted, we may charge for this service.

Please refer to our Privacy Policy for full details, which you accept by accepting the Agreement.

15. Complaints and ADR

If you are not satisfied with the Services, tell us first by contacting us (see contact details in clause 5.1) so we can try to resolve the issue. We will promptly send you a complaint acknowledgement and a copy of our Complaints Procedure. You may also request a copy of our Complaints Procedure at any time. Details of our Complaints Procedure can also be found on our website. You agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint as quickly as possible.

You may be able to take unresolved complaints to the Financial Ombudsman Service –

  • Address: Financial Ombudsman Service, Exchange Tower, London E14 9SR.
  • Telephone: 0800 023 4567 or 0300 123 9 123.
  • Email: complaint.info@financial-ombudsman.org.uk.
  • Website: http://www.financial-ombudsman.org.uk.

Merpay is a “trader” for the purposes of national legislation implementing Directive 2013/11/EU (“ADR Law”) and an “online trader” for the purposes of Regulation (EU) No 5242013 and national implementing legislation (“ODR Law”). The Financial Ombudsman Service is the only “ADR entity” that Merpay is legally obliged and committed to use in order to resolve disputes with consumers for the purposes of ADR Law. Merpay does not agree to resolve disputes with consumers using any other ADR entity or similar entity.

The European Commission’s online dispute resolution (“ODR”) platform is at:
https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN

The ODR platform can be used to resolve disputes between Merpay and consumers.

16. Force Majeure

We are not liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to our legal obligations.

17. Severance

If any term or provision in the Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Agreement but the validity and enforceability of the remainder of the Agreement shall not be affected.

18. Assignment

We may assign the benefit and burden of this Agreement to another company at any time by giving you two months’ notice of this. If we do this, your rights will not be affected.

19. Governing law and Jurisdiction

The Agreement, and your relationship with us arising out of or relating to the Agreement, will be governed by the law of England and Wales.

All disputes arising out of or relating to the Agreement shall be subject to the non-jurisdiction of the English courts.

Effective Date: 31 January 2017

Updated: 8 May, 2017