Effective Date: March 1, 2024
IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE APPLYING FOR OR USING ANY SERVICES PROVIDED BY J-PAYMENT LIMITED AND ITS AFFILIATES ("J-PAY", "WE", "US", OR "OUR").
These Terms constitute a legally binding agreement between you, the merchant, applicant, or any user of our services ("Merchant", "You", or "Your"), and J-PAY, governing your access to and use of our global payment gateway, acquiring, collection, remittance, and related SaaS solutions (collectively, the "Services").
By submitting an application, clicking "I Agree", or by accessing or using the Services, You acknowledge that You have read, understood, and irrevocably agree to be bound by these Terms and all incorporated policies (including our Privacy Policy and Fraud Prevention). If You are entering into these Terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity.
1.1 Service Description. J-PAY provides a technology-driven platform enabling global businesses to accept cross-border payments, manage settlements in multiple currencies, and utilize ancillary tools for transaction reconciliation and risk management. Specific service features (e.g., Global Acquiring, SaaS modules) are detailed on our website (j-pay.net) and may be subject to separate technical documentation.
1.2 Merchant Eligibility. Our Services are exclusively available to legally established and duly licensed business entities or, where permitted, sole proprietors. You must operate in a permissible business category as determined by J-PAY in its sole discretion and in compliance with all applicable laws in your jurisdiction, our jurisdiction, and the jurisdictions of your customers. J-PAY expressly reserves the right to decline service to any business model it deems high-risk, including but not limited to unregulated gambling, adult content not in compliance with local laws, and any activity prohibited under Section 3.
1.3 Geographic & Channel Coverage. The specific payment methods (e.g., credit cards, local e-wallets), currencies, and settlement countries we support are dynamic and published on our platform. We may modify this coverage for regulatory, risk, or operational reasons with prior notice where practicable.
2.1 Application & Due Diligence. To use the Services, You must complete our application process and provide accurate, complete, and current business information, documentation (e.g., certificate of incorporation, proof of address, beneficial ownership details), and details of your authorized representatives. You agree to cooperate fully with our Know-Your-Customer (KYC), Anti-Money Laundering (AML), and ongoing due diligence checks, which may involve queries to third-party databases.
2.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, API keys, and any other access codes. All activities conducted under your account are deemed authorized by You. You must immediately notify J-PAY of any unauthorized use or security breach. J-PAY will not be liable for any loss arising from your failure to secure your account.
3.1 Compliance Obligation. You warrant that your business and all transactions processed through our Services fully comply with all applicable international, national, state, and local laws, rules, and regulations, including but not limited to those governing export controls, sanctions, consumer protection, data privacy, and the specific card network rules (VISA, Mastercard, etc.).
3.2 Prohibited Activities. You are strictly prohibited from using the Services for or in connection with:
3.3 Transaction Integrity. You must not submit any transaction that You know or should know to be fraudulent, unauthorized by the customer, or not in the ordinary course of your legitimate business ("fat-fingered" or test transactions). Splitting a single transaction into multiple smaller ones to avoid fees or controls ("transaction laundering") is strictly forbidden.
4.1 Fees. You agree to pay all fees associated with the Services as specified in your separate pricing schedule or Commercial Agreement with J-PAY. Fees may include transaction processing fees, chargeback fees, currency conversion margins, and monthly service fees. All fees are quoted and payable in the currency specified, are non-refundable, and subject to change with thirty (30) days' prior notice.
4.2 Reserves. To mitigate risk, J-PAY may establish and maintain a rolling reserve, withholding a percentage of your settlement funds for a specified period. The reserve amount and duration are determined at J-PAY's sole discretion based on your business model, processing history, and risk profile.
4.3 Settlement. Subject to these Terms and the deduction of applicable fees and reserves, J-PAY will settle net funds to your nominated bank account or digital wallet according to the agreed settlement cycle (e.g., T+5). You are responsible for providing accurate settlement instructions. J-PAY is not liable for delays caused by intermediary banks or your financial institution.
4.4 Recoupment & Set-Off. You are liable for all chargebacks, refunds, fines, penalties, and other liabilities associated with your account. J-PAY has the right to recoup these amounts by deducting them from your pending settlements, reserve balance, or any other funds held by J-PAY for You. If insufficient, You will promptly remit the balance upon invoice.
5.1 Data Protection. Both parties must comply with all applicable data protection laws (e.g., GDPR, CCPA, PIPL). Our data handling practices are outlined in our Privacy Policy.
5.2 PCI DSS Responsibility. If You handle, transmit, or store cardholder data, You are solely responsible for achieving and maintaining compliance with the Payment Card Industry Data Security Standard (PCI DSS) at the level applicable to your business. J-PAY's Services are provided by a PCI DSS Level 1 certified service provider, but this does not relieve You of your independent compliance obligations.
5.3 Sensitive Data. You shall not transmit to J-PAY's systems any sensitive authentication data (e.g., full magnetic stripe data, CVV2, PINs). You must securely dispose of any such data received in your own environment.
6.1 J-PAY IP. All rights, title, and interest in and to the Services, our technology, website content, and trademarks are and will remain the exclusive property of J-PAY and its licensors. You are granted a limited, non-exclusive, non-transferable, revocable license to use our Services solely for their intended purpose during the term of these Terms.
6.2 Merchant Content. You retain ownership of your business's intellectual property. By using our Services, You grant J-PAY a worldwide, royalty-free license to use your brand marks and transactional data as necessary to provide, optimize, and market the Services (e.g., displaying your logo on your payment page).
7.1 Your Warranties. You continuously represent and warrant that: (a) You have the legal power to enter into these Terms; (b) all information provided is truthful; (c) your business is lawful; and (d) each transaction You submit is bona fide.
7.2 Service Disclaimers. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. J-PAY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
IN NO EVENT SHALL J-PAY, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES. OUR AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO J-PAY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless J-PAY and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your violation of any law or third-party rights; (c) the nature of your business or products; or (d) any chargebacks, refunds, or fines related to your transactions.
10.1 Term. These Terms remain in effect until terminated by either party.
10.2 Termination for Cause. Either party may terminate these Terms immediately upon notice if the other party materially breaches these Terms and fails to cure such breach within fourteen (14) days of notice.
10.3 Suspension & Termination by J-PAY. We may immediately suspend your access to the Services or terminate these Terms without notice if: (a) we suspect fraudulent or illegal activity; (b) you pose an unacceptable credit or compliance risk; (c) required by a card network, regulator, or law; or (d) you become insolvent.
10.4 Post-Termination. Upon termination, all owed fees become immediately due. J-PAY will, after holding funds for a reasonable period to cover potential chargebacks and liabilities (typically 180 days), settle any remaining reserve balance to You, minus any outstanding amounts.
11.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to its conflict of law principles.
11.2 Dispute Resolution. The parties shall first attempt to resolve any dispute amicably through good-faith negotiation. If unresolved within sixty (60) days, the dispute shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its rules in force at the time of arbitration. The seat of arbitration shall be Hong Kong, the proceedings shall be conducted in English, and the arbitral award shall be final and binding on both parties.
12.1 Modifications. J-PAY reserves the right to modify these Terms at any time. We will provide notice of material changes via email or by posting a notice on our website. Your continued use of the Services after the effective date of the modified Terms constitutes acceptance.
12.2 Assignment. You may not assign these Terms without our prior written consent. J-PAY may assign these Terms in connection with a merger, acquisition, or sale of assets.
12.3 Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control.
12.4 Entire Agreement. These Terms, together with any incorporated policies and your Commercial Agreement, constitute the entire agreement between the parties regarding the Services.
12.5 Contact. For questions about these Terms, please contact us at: [email protected].
JPayment Limited
Address: FLAT/RM DO7 8/F KAI TAK FTY BUILDING 99 KING FUK STREET SANPOKONG KL