User Agreement - Amazon Payments Europe
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Last Updated: March 31, 2017
BY REGISTERING FOR OR USING THE AMAZON PAYMENTS SERVICE DESCRIBED BELOW, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.
This User Agreement – Business Accounts and Personal Accounts (the “Agreement”) is between the applicant (if registering as an individual) or the business employing the applicant (if registering as a business) (“you” and “your”) and Amazon Payments Europe s.c.a. (“Amazon Payments”, “we”, “us”, “our”). The Agreement applies to your use of our identity, wallet and payments services (the “Service”). Our Service enables users with Business Accounts (described in Section 2.1.2 below) or Personal Accounts (described in Section 2.1.1 below) to make payments to users with Merchant Accounts (as described below) or Business Accounts using Internet or mobile-based services and applications (an “Application”) and enables users with Business Accounts to receive payments from users with Personal Accounts or Business Accounts. This Agreement applies to your use of the Service whether you make or receive payments or access the Service using an Application operated by a third party or one owned or controlled by us or any entity controlled by, in control of, or under common control with us (an “Affiliate”), including our primary sites at pay.amazon.com/uk, pay.amazon.com/de, pay.amazon.com/fr, pay.amazon.com/it and pay.amazon.com/es (collectively, the “Sites,” and each a “Site,” as applicable).
If you wish to use the services currently branded “Checkout by Amazon” (or any successor services), you must register for a “Merchant Account” and agree to the Checkout by Amazon User Agreement – Merchant Accounts and found here. If you want to purchase products or services from a merchant with a Merchant Account, you must have a Personal Account or a Business Account.
This Agreement explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation our maintenance of electronic money (as defined in the Luxembourg Payment Services Act 2009) (“e-money”) balances, account restrictions, your consent to receive electronic notices, and dispute resolution. This Agreement incorporates and you hereby accept and agree to the applicable policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the Sites or are referenced in this Agreement and which we may modify from time to time (collectively, the “Policies”). In the event of any conflicts between the Policies and the terms in this introduction and Sections 1 through 15 below, the terms in this introduction and Sections 1 through 15 below will prevail.
- Registration and Our Role
1.1 Eligibility. To use the Service, (a) you must register for either a “Personal Account” or “Business Account” as described in more detail below (each, an “Account”) by providing complete and accurate registration information and if you are an individual, be at least 18 years old, and (b) your business, trade or profession must be established or authorized to operate in Luxembourg, Germany or the United Kingdom. If you do not meet our eligibility requirements, you may not be able to maintain an Account with us or your use of the Service will be limited. We treat all activities under an Account to be those of the registered user. You must only use the Service to transact on your own Account and not on behalf of any other person or entity. You must update registration information promptly upon any change so that it is at all times complete and accurate. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.
1.2 Creating Accounts. Your Account is linked to your Amazon Account. To create a new Account, you must either (a) register using your existing Amazon Account, or (b) complete the registration process for new users by entering all of the required information. If you register using your Amazon Account, the information in your Amazon Account will be used to complete the registration information for your Account. You may be required to provide additional information based on your account type or the service that you want to use with your Account. If you do not have an existing Amazon Account at the time you register with the Service, a new Amazon Account will be automatically and concurrently established in your name with the same e-mail address and password you provide to us. For purposes of this Agreement, an “Amazon Account” is any customer account that you have established for purchasing products or services through a website owned or controlled by Amazon.com, Inc., or any Affiliate, or operated by Amazon.com, Inc., or its Affiliates on behalf of third parties (the “Amazon Network Sites”), including without limitation those websites currently located at www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.ca, www.amazon.co.jp, www.amazon.it, www.amazon.es and any successor or replacement websites.
1.3 Verification. We may require you to provide additional information to verify your or your business’ identity as a condition of providing the Service to you or before we permit you to make payments or receive or redeem e-money from your Account. We may make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases or credit reports. You authorize us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to this Agreement and activity under your Account. While we will take steps to verify the identity of our users, we cannot and do not guarantee any user identity. You are solely responsible for taking appropriate steps to verify the identity of other users of the Service with whom you transact business.
1.4 Your Email Address. Your email address and a password that you select will be used to access our Site and for communications with you (as further described in Section 15.1). You also may be prompted to answer several security questions or select other issued security access keys or credentials that may be used to enable access to the Service and authorize transactions. Your password and access keys are your “Credentials”. You are responsible for maintaining the secrecy and security of your Credentials. You should not disclose your Credentials to any third party (other than third parties authorized by you to use your Account). If any of your Credentials is compromised, you must notify us immediately by using our Contact Us form so that we can suspend use of your Account with our Service in order to avoid unauthorized transactions. You must also notify us through Contact Us if you wish to request us to unblock your Account. You will not be financially responsible for any use of your Account by an unauthorized person due to the loss or compromise of your Credentials occurring after you properly notify us of the loss or compromise, unless you act fraudulently.
1.5 Our Role. Amazon Payments Europe s.c.a. has its registered office at 5 Rue Plaetis, L-2338 Luxembourg and is registered with the Luxembourg Trade and Companies Register under No. B153265. We are authorized by the Commission de Surveillance du Secteur Financier 110, route d’Arlon, L-2991 Luxembourg as an Electronic Money Institution, License Number 36/10. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying sales transaction between you or any other user or Provider. Our Service enables buyers to make payments to merchants with Merchant Accounts or Business Accounts, to hold e-money in their Accounts and disburse e-money to bank accounts that users registered with us for use with the Service. Our Service also enables merchants to receive payments from other users. The availability of payment methods may vary depending on the website you make purchases on. In addition, service providers enrolled in the Service (a “Provider”) may enable access to the Service for the purpose of initiating transactions that are authorized by other users through their Applications. In this limited capacity, we are neither the buyer nor the seller of the items or services the merchant offers for sale and are not a party to the sales contract. Subject to Section 6.5, we will not mediate disputes between buyers and the merchant or enforce or execute the performance of any sales contract. The merchant is the seller of record for all sales via the Service. Our, or one of our Affiliates’, name will appear on a buyer’s Card (as described below) statement (which may also, at our option, display the merchant’s trade or business name). A buyer’s obligation to pay for an item purchased via the Service is satisfied when the buyer properly pays us in full for that item via the Service. We are not a fiduciary or trustee of either the buyer or the merchant. Subject to Section 6.1, we do not guarantee payment by or on behalf of any buyer. We do not accept deposits or issue credit. We may use the services of one or more third parties, Affiliates, processors, and/or financial institutions to provide the Service and process transactions (each a “Processor”).
- Your Payment Account
2.1 Account Types. Two types of accounts are available through the Service: Personal Accounts and Business Accounts. All Accounts may be accessed through the Site.
2.1.1 Personal Accounts. Your Personal Account permits you to access the information in your Amazon Account to make purchases where Amazon Payments is accepted. Personal Accounts are also eligible to (a) hold e-money and (b) make payments. Personal Accounts may not receive payments from other users, including Card payments. You may use certain features of the Service by completing your registration on the Site. Some features may be limited based on where you are located and what we know about you. You agree to provide any information that we may require or that may be required by law or our financial institutions to provide the Service. If you are not a permanent UK, German or Luxembourg resident, you may use a Personal Account only to register and access credit, debit, and other payment cards that we accept (“Cards”) for making purchases. Personal Accounts are intended for use by individuals.
2.1.2 Business Accounts. Business Accounts are for use only in the course of your own business, trade or profession and not for domestic, household or consumer purposes. A Business Account has the same features as a Personal Account but is also eligible to receive payments. In connection with the Business Account, you must provide us on our request with your contact and billing information (e.g., name, address, phone number, facsimile number, e-mail address), a Value Added Tax (“VAT”) number, customer service contacts, general profile information about your business (e.g., business description, primary web site, business classification), anticipated transaction volumes, and any other information that we may require or that may be required by law or our financial institutions to provide the Service. As the holder of a Business Account, you agree that the following provisions of the Payment Services Directive will not apply to your use of the Service: 52(1), 54(2), 59, 61, 62, 63, 66 and 75.
2.2 Account Balances. You may be able to hold e-money balances that you load or receive from other users in your Account (your “Balance”). Unless otherwise requested by Amazon, you are not required to maintain a Balance to use our Service. You will not receive interest or any other earnings on your e-money or any funds corresponding to your e-money. E-money does not qualify as a deposit so you are not protected by any deposit guarantee schemes, including that of the Association pour la Garantie des Depots Luxembourg.
2.3.1 General. You may redeem e-money from your Account by direct debit to your Bank Account (as defined in Section 4.4) (subject to withdrawal limits). We may restrict access to your e-money to the extent determined by us to complete any pending investigation or resolve a pending dispute or as required by law or court order or if otherwise requested by law enforcement or any governmental entity.
2.3.2 Availability of Funds. In addition to any applicable account limits (described in Section 3.3), we may restrict transactions to or from your Account or limit access to your e-money in such amounts and for such time as we reasonably deem necessary to protect us or other users if (a) we are subject to financial risk (including, without limitation, for pending Chargebacks), (b) you have violated any term of this Agreement, (c) any dispute exists involving your Account or transaction conducted in connection therewith, or (d) needed to protect the security of our systems. We may restrict access to your e-money while we complete any pending investigation or resolve a pending dispute. We also may hold your e-money as required by law or court order or if otherwise requested by law enforcement or any governmental entity.
2.4 Account History. When a deposit, payment, or withdrawal is authorized to or from your Account, we will update your account activity on the Site and provide you a transaction confirmation. The confirmation will serve as your receipt. You may receive a separate receipt from a merchant if the transaction involves the sale of products or services. For Recurring Payment or Multiple Payment authorizations (described in Section 4.6), you will receive an e-mail confirmation when a transaction authorized by this payment type is completed. You should print or otherwise store a copy of these for your records. Summaries of your Account activity, including monthly statements, are available in the “Your Account” area of our Site. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Account and your use of the Service, and (b) reconciling all payment activity to and from your Account and all other transactional information that is associated with your Account. Upon the termination of this Agreement for any reason, neither we nor our Affiliates will have any obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Site, your Account, the Service or any transactions submitted by you through the Service.
2.5 Unauthorized Account Activity.
2.5.1 General. Subject to the limitations in this Agreement, in the event that you timely notify us that an unauthorized or erroneous transaction has been made from your Account, we will immediately refund to you the amount of the unauthorized payment and, where applicable, take any other action necessary to restore your Account to the state it would have been in had the unauthorized transaction not taken place. To be eligible for a refund, you must notify us without undue delay on becoming aware of any unauthorized or incorrectly executed transactions from your Account and, in no event later than 60 days (with respect to Business Accounts) or 13 months (with respect to Personal Accounts) after the transaction date, unless we failed to make available in accordance with Section 2.4 the information related to that transaction.
2.5.2 Your Responsibility. You are responsible for all losses relating to an unauthorized transaction from your Account if you have acted fraudulently or failed, either intentionally or through gross negligence, to use your Account in accordance with the terms of this Agreement, to protect your Credentials, or to notify us of the unauthorized transaction as required in Section 2.5.1.
2.6 Dormant Accounts. If your Account is inactive (including without limitation if you have not accessed your Account or conducted any transactions) for a continuous period of at least two (2) years and six (6) months and you are currently holding e-money, we will notify you by sending an e-mail to your e-mail address in our records and give you the option of keeping your Account open and maintaining e-money, redeeming e-money (subject to the terms of this Agreement), or converting your e-money to an Amazon gift card held in your Amazon Account. If you do not respond to our notice within thirty (30) days, we will automatically close your Account and convert your e-money to an Amazon gift card on the Amazon Account.
- Your Payment Transactions
3.1 Payment Authorization. Account holders authorize us to hold, receive, and disburse funds and e-money in accordance with their payment instructions (subject to the terms of this Agreement), whether provided to us directly or through a Provider’s Application. Once a payment authorization or order has been sent to us, you may not revoke your payment authorization or otherwise withdraw your consent to the execution of the payment transaction, except you are able to cancel a Recurring Payment if you do so before the end of the business day which falls on the day before the next Recurring Payment is due to be made.
3.2 Value dates. We will execute a valid payment order sent by you through your Account and credit the payment service provider of the merchant you are sending your payment to within 1 business day following the date you sent us the payment order. For the purposes of this Agreement, your payment order is deemed to be received by us when the merchant confirms that the purchased good(s) have been shipped or that the purchased service(s) has been delivered.
3.3 Account Limits. Your use of the Service may be subject to account limits, including sending, receiving, and withdrawing limits. These limits are determined based on performance and risk factors, including without limitation our assessment of the risk associated with your Account, a merchant’s or buyer’s location, the registration information you provide and our ability to verify it, and the requirements of applicable law. Notwithstanding any account limits, we may delay or reject a transaction from any buyer or otherwise suspend an Account if we suspect the transaction or an Account is being used without authorization, fraudulently, suspiciously or is otherwise unusual based on prior transaction activity and application of our internal fraud controls.
3.4 Acceptable Use. You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service, including without limitation our Acceptable Use Policy posted on the Site. Without limiting the foregoing, you may not act as a payment service provider, intermediary, aggregator or service bureau or otherwise resell the Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds or e-money for any third party. We may inspect your Account for any reason, including without limitation to investigate any alleged violation of this Agreement or any third-party complaints.
3.5 Refunds and Errors.
3.5.1 Refunds. You are entitled to a refund of the full amount of any payment transaction authorized by you and initiated by or through a merchant, provided the following conditions have been met (a) the authorization given to the merchant did not specify the exact amount of the transaction at the time the authorization was made, (b) the amount of the transaction exceeded the amount that you could reasonably have expected, taking into account your previous spending patterns and this Agreement, and (c) you make the request for a refund within 8 weeks from the date on which the funds were debited. We reserve the right to request further information to ascertain whether these conditions have been satisfied. If you receive a refund for a purchase but you fail to return the product to the merchant, we may charge you for the product consistent with the original order.
3.5.2 Errors. In case of a non-executed or defectively executed transaction, we will rectify the error subject to the terms of this Agreement. In this case, we will refund your Account with the amount of the non-executed or defectively executed transaction without undue delay and take any other action necessary to restore the account in the state in which it would have been had the defective transaction not taken place. We will make efforts to trace the transaction and will notify you of the outcome.
3.6 Reserve. We may require that you either maintain a minimum Balance in your Business Account or establish a separate reserve account (a “Reserve”) to secure the performance of your obligations under this Agreement. Without limiting the foregoing, we may require a Reserve if you have a high rate of Chargebacks (described in Section 6.1), refunds, or other indicators of performance problems related to your use of the Service. The Reserve will be in an amount we determine to cover anticipated Chargebacks or credit risk or such amount designated by our Processor. For the first six months of the opening of your Business Account, the Reserve will be no less than the sum of your trailing 14 days of sales activity plus the aggregate amount of any pending transaction disputes (i.e., Chargebacks, refund requests or claims). The Reserve may be raised, lowered or removed from time to time. You agree that we may fund the Reserve from your Balance. If you do not have a sufficient Balance, we may fund the Reserve from funds deposited by you upon our request (including from your Bank Account) or funds due to you under this Agreement.
- Making Payments
4.1 General Functionality. Users with Personal Accounts or Business Accounts may pay for products and services sold by any person with a Merchant Account or Business Account. Any time you send funds you are doing so at your own risk.
4.2 Payment Methods. You may register one or more payment methods in your Account and generally use them to make payment. Any payment method you register (other than your Balance) will automatically appear in your Amazon Account. Generally, you may make payments using three types of payment methods: your Balance, a Card, or a Bank Account. If your available Balance is greater than the amount you wish to send, we will use your Balance as the default payment method unless otherwise specified. Not all payment methods may be available to you and their availability to make payments for transactions may vary. We may restrict the available payment method to manage risk or based on the type of transaction. Providers and merchants also may select not to accept certain payment types. You may be required to verify that you control the Cards or Bank Accounts that you register prior to using them for transactions or to obtain additional payment privileges.
4.3 Cards. You may not use your Card to make payments to yourself or to add money to your account. If you use your Card to make payments for transactions that do not involve the sale of products or services, you may be charged a cash advance or other fee directly by your Card issuer. We are not responsible for these fees.
4.4 Bank Accounts. You may send a payment or fund your Balance for Accounts electronically by transferring money from a valid bank or building society account at a financial institution in the United Kingdom, Germany or Luxembourg that has been verified by the process outlined on our Site and registered with us for the use with the Service (your “Bank Account”). Funds transfers from your Bank Account or that of a third party usually take one to two business days to complete. You may be charged a return fee for any direct debit transfer request that is rejected by the holding financial institution for any reason (a “Return Fee”), including without limitation rejections caused by insufficient funds in your Bank Account, closure of your Bank Account, or if the Bank Account number or other information you provided is incorrect. Applicable Return Fees are listed in the Fee Schedule and may vary based on the jurisdiction in which you are located. Your location is determined by the address that is associated with your Account. You authorize us to debit your Account or to make an electronic fund transfer from your Bank Account to collect such Return Fee. We do not accept cash, money orders, or wire transfers.
4.5 Payment Authorizations. Our Service permits you to authorize payments to merchants directly or to third-party service providers that enable transactions with merchants. The actual payment will not be completed until the merchant or service provider processes your payment authorization with us. A merchant or service provider may delay processing your authorization. The payment authorization will be held with us until the transaction is completed.
4.6 Preauthorized Payments. You may preauthorize merchants to charge your selected payment method using Recurring Payment, Multiple Payment or Split Payment. A “Recurring Payment” is a payment authorization given by you to a merchant to charge your selected payment method at regular intervals for fixed or variable amounts over a specified time period. A “Multiple Payment” is a payment authorization given by you to a merchant to charge your selected payment method variable amounts over a specified time period. Multiple Payment may be used only for multiple payments which are not Recurring Payments. You may cancel or stop a Recurring Payment or a Multiple Payment at any time by logging into the “Your Account” portion of our Site and canceling the authorization listed in “Account Settings”. A “Split Payment” is a payment authorization given by you to a merchant for the full amount of a single order containing more than one item, permitting merchant to charge your selected payment method for each such item separately at the time the item or service is shipped or fulfilled. The charges applied by a merchant for a Split Payment may not exceed the full amount of the order you agreed to pay.
- Receiving Payments and Order Management
5.1 General. Subject to the terms of this Agreement (including our set-off rights), you will accept e-money as payment for any amounts actually received by us for transactions submitted through the Service, less any applicable fees. No later than the business day on which the gross proceeds of sale are credited to our bank account, we will issue and transfer to your Business Account an amount of e-money equivalent to the gross proceeds of sale actually received from a sender, less any applicable fees, set-off and other amounts then due to us under this Agreement (“Net Sale Proceeds”).
5.2 Card Payments. You must have a Business Account to receive payments in e-money in your Business Account funded with Cards, including Cards that bear a logo of supported payment card associations, networks, or companies (the “Associations”).
5.2.1 Accepted Cards. We may remove or add Cards or other payment methods that we accept at any time without prior notice. We will only process Cards that receive an authorization from the applicable Association or card issuer. An authorization does not guarantee that such transaction will be collectible or that the cardholder is actually authorized to use the Card or that the transaction will not be subject to Chargeback (as described in Section 6.1).
5.2.2 Compliance with Rules. You will comply with our Card processing policies, procedures, and instructions as published on our Site or provided or made available to you from time to time. As a condition of accepting Cards using the Service, the Associations require that you agree to follow all applicable rules and regulations of the Associations, as such rules and regulations may be amended from time to time, that are provided to you or are generally available to the public (including merchant rules posted on www.visaeurope.com and www.mastercard.com) (“Association Rules”). By using the Service you agree to follow the Association Rules. Except as permitted by Association Rules, you will not (a) establish limits below which you will not accept a Card (except where otherwise allowed by law), or (b) dispense cash on any Card transaction.
5.3 Order Processing. Subject to the terms of this Agreement, we will process payments and refunds for your transactions submitted through the Service. You are responsible for all information regarding products or services that you sell (e.g., product names or descriptions, product notices or disclaimers, prices, product availability or status, shipping and handling charges and taxes) (collectively, “Product Information”) and for providing accurate and complete Product Information to customers. You will route all order related refunds and adjustments through us and not make offline adjustment requests. For each order that you send to us, the Product Information must be the same as what was presented to the buyer when placing the order. We will determine the time at which we process payments and refunds for your transactions. You are the seller of record for any sales you conduct using the Service. We may withhold for investigation, or refuse to process, any of your transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of this Agreement.
5.4 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfillment and delivery of your products or services, except to the extent caused by (a) Card fraud for which we are responsible under Section 6.1; or (b) our failure to make available to you transaction information as it was received by us. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your products or services. You will notify us promptly as soon as you have knowledge of any public or private recalls of your products or services.
5.5 Refunds and Returns
5.5.1 Your Obligations. You will accept and process returns of, and provide refunds and adjustments for, your products or services in accordance with applicable law, this Agreement and your policies posted on your website at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through us by using your Business Account. We or our designated Affiliate will credit the applicable account, and you will reimburse us for all amounts so refunded. We have no obligation to accept any returns of any of your products or services.
5.5.2 Card Refunds. You must (a) maintain a fair policy for the return or cancellation of products or services and adjustment of Card sales, (b) disclose your return or cancellation policy to your buyer at the time of purchase, (c) not give cash refunds to a buyer in connection with a Card sale, unless required by law, and (d) not accept cash or any other consideration for preparing a refund to be deposited to a buyer’s account in connection with a Card sale. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the buyer for postage that the buyer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. If your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales.
5.5.3 Our Obligations. We will ensure the amount of any refund you properly initiate is credited to the buyer’s Balance, bank or payments service provider within one business day after you properly authorize it. We will not debit your Business Account before the date that the refund is credited to the buyer. We may refuse to execute a refund if it does not meet the conditions in this Agreement or is prohibited by law. If we do refuse to execute a refund, within the time for processing the refund we will notify you (unless prohibited by law) of the refusal and, if possible and applicable, the reasons for it and the procedure for correcting any factual mistakes that led to the refusal. Any payment order that we refuse will be deemed not to have been received for purposes of execution times and liability for non-execution or defective execution.
5.6 Customer Service. Unless provided otherwise in this Agreement, you will be solely responsible for all customer service issues relating to your products or services (including pricing, rebates, item information, availability, technical support, issuing of VAT invoices where required, functionality and warranty), order fulfillment (including shipping and handling), order cancellation by you or the buyer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we will be solely responsible for all customer service issues relating to any Personal Account, payment, Card processing, debiting or crediting, and the Buyer Dispute Program.
- Chargebacks; Buyer Disputes
6.1 Your Liability; Payment Protection Policy. The amount of a transaction may be charged back or reversed to your Business Account (a “Chargeback”) if the transaction (a) is disputed by the sender, (b) is reversed for any reason by an Association, our Processor, or a sender’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. Under our Payment Protection Policy, we will not hold you liable for a Chargeback if you and the transaction meet all these requirements:
- You have a Business Account.
- The transaction is for the sale of physical products, for example books, DVDs, etc. The Payment Protection Policy does not apply to transactions involving intangible products, including services, digital content, or cash equivalents or stored value instruments such as gift cards.
- The Chargeback (whether for transactions involving Cards or reversals on bank account transfers) transaction is disputed and classified as “Unauthorised Payment”. Note that it does not apply to Chargebacks classified in other ways including “significantly not as described”, “merchandise that is defective”, or “non-receipt of merchandise”.
- You provide all requested information within the time limit specified by us, including without limitation valid proof of delivery.
- The transaction and your use of the Service do not violate the terms of this Agreement, including our Acceptable Use Policy.
6.2 Collection Rights. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in the Reserve and deduct the amount of any Chargeback and any associated fees, fines, or penalties listed in the Fee Schedule or assessed by an Association, our Processor, or processing financial institutions from your Balance (including without limitation any Reserve), any proceeds due to you, your Bank Account, or other payment instrument registered with us. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction submitted by or authorized by you or on your behalf, we may withhold from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a user’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the user may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are responsible under this Agreement, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you. In the event that we elect not to recover a Chargeback from you or any other failed payment or reversal (a “Payment Failure”), we will assume the debt associated with the Payment Failure and you irrevocably assign to us all rights, title and interest that you have in and associated with that debt. You agree to provide us any information and execute any document we may require for the determination and assignment of such right, title and interest.
6.3 Excessive Chargebacks. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Business Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) limiting withdrawal or sending privileges, or (d) terminating or suspending the Service.
6.4 Contesting Chargebacks. You will assist us when requested, at your expense, to investigate any of your transactions processed through the Service. For Chargebacks associated with Cards, we will work with you to contest the Chargeback with the Association or issuing banks should you choose to contest the Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully and we have withheld funds, we will release the withheld funds (less any fees or other amounts due from you in connection with the Chargeback) to your Business Account. If a Chargeback dispute is not resolved in your favor or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in Section 6.2. You acknowledge that your failure to timely assist us in investigating a transaction, including without limitation providing necessary documentation within five (5) days of our request, may result in an irreversible Chargeback.
6.5 Buyer Dispute Program.
6.5.1 Buyer Responsibilities. If you are a buyer and you are unhappy with any products or services that you have purchased using our Service (including products or services that you have purchased from merchants with Merchant Accounts), you should contact the merchant directly first. If you are unable to resolve the matter with the merchant, you may use the Buyer Dispute Program to file a complaint against the merchant. If your dispute involves the sale of physical products, you may submit a claim under our A-to-z Guarantee. If a dispute arises between you (as a buyer or seller) and another user, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.
6.5.2 Merchant Responsibilities. If you are a merchant, you agree to cooperate with us to resolve complaints submitted through our Buyer Dispute Program. The Program provides a complaint process to buyers in the event that you fail to deliver any products or services as promised. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed sales transactions within five (5) business days of our request. If a buyer files a complaint, we may place the disputed amount on hold and you will not be able to redeem the amount until the complaint is resolved.
6.5.3 A-to-z Guarantee. Our Buyer Dispute Program includes our “A-to-z Guarantee.” If we receive a claim under the A-to-z Guarantee (or any substantially consistent offer) concerning your transactions, you must deliver to us within five (5) business days: (a) proof of delivery of the applicable products; (b) the applicable transaction identification number; and (c) a description of the applicable products. If you fail to comply with the prior sentence, or if the claim is not caused by (i) credit card fraud for which we are responsible under Section 6.1, or (ii) our failure to make the applicable transaction information available as the same was received by us, then you will promptly reimburse us for the amount of the purchase (including the purchase price, all associated shipping and handling charges and all taxes) and all associated Association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any Chargeback or refund, in each case to the extent paid or payable by us or our Affiliates. Except to the extent the A-to-z Guarantee applies, we have no obligation to, and cannot guarantee that we will, resolve any disputes related to any transaction to your satisfaction.
7.1 Technical Specifications. You will comply with any technical and operational specifications provided or made available by us with respect to the Service (the “Specifications”). We reserve the right to update or modify the Specifications at any time. Prior to making your website or service generally available for commercial use with our Service, you will test your site or service to ensure that it operates properly with the Specifications. You will correct any material errors, defects or other non-compliance of which you become aware, including from review and test results provided by us.
7.2 Updates. We may make modifications, updates or upgrades to Service, the Amazon Materials (described in Section 11), or Specifications. In such event, you will test and, if necessary, modify your web site or service to ensure that it continues to operate properly with the then-current version of our Service.
- Payment Terms
8.1 Our Fees. You agree to pay the applicable fees listed on our Fee Schedule (“Fees”) whenever you use our Service either directly with us or our Affiliates or through a Provider’s Application. Fees only apply when you receive funds so there is no fee for sending payments. If you use our Service through a Provider’s Application, you are only responsible for the Fees associated with transactions that you authorize through that Application and for which the Provider notifies you that you are responsible when you register for or use the Application. If you are a Provider, you are responsible for the Fees associated with any transactions processed through your Application unless you or your Application, prior to allowing any transaction of a user, (a) indicate that the user should be charged the applicable fees, (b) notify the user of the applicable Fees, and (c) obtain an authorization from the user. Providers are not permitted to hold funds on behalf of other users. Subject to the terms of this Agreement, we reserve the right to change our Fees at any time. Fees are assessed against the amount of the transactions, including all applicable charges (e.g., shipping, VAT, etc.). Except as is provided in this Agreement, no transaction fees apply to the use of Personal Accounts. All e-money and all Fees, charges, and payments collected or paid through the Service are denominated in Pounds Sterling (GBP) or Euros (EUR) currency depending on which Site you register.
8.2 Our Set-off Rights. To the extent permitted by law, we may set off against your Balance or debit your Bank Account or other payment instrument in your Account for any obligation you owe us under this Agreement, including without limitation any Chargebacks, Association fees, and any Fees (“Deductions”). All Deductions are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from your Balance. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Account or you will pay us the full amount of the outstanding Deductions upon receipt of our invoice. You will be liable for and pay us upon invoice all costs associated with collection in addition to the amount collected, including without limitation attorneys’ fees, court costs, collection agency fees, and any applicable interest.
8.3 Processing Errors. In the event there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your Account or Bank Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit the Bank Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other Bank Account or payment instrument that you have on file with us (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from your Balance).
8.4 Taxes. You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the Service, your use of the Site, the sale or purchase of any products or services, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. While we may provide you a means for you to determine and apply taxes to your transactions (including as a part of your Product Information), we and our Affiliates are not obliged to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any transaction.
- Term and Termination
9.1 Term. This Agreement commences on the date that you make a purchase using the Service or register for an Account with us on the Site. The Agreement will continue unless and until terminated in accordance with the provisions of this Section 9.
9.2 Termination by You. Unless otherwise agreed in writing by you, you may terminate this Agreement at any time by by contacting customer service and closing your Account. Upon closure of your Account, any pending transactions will be cancelled. Any e-money that we are holding in your Account at the time of closure, less any amounts owed to us or not available for redemption pursuant to this Agreement, may be redeemed, assuming all withdrawal-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading e-money disbursement restrictions). If an investigation is pending at the time you close your Account, we may hold your e-money as described further in Section 2.3. If you are later determined to be entitled to some or all of the e-money in dispute, we will remit the corresponding funds to your Bank Account.
9.3 Suspension or Termination by Us. Except as otherwise agreed in writing, we may terminate the Service and this Agreement, for any reason at any time by providing two (2) months’ prior written notice to you. Without limiting the foregoing, we may suspend the Service and block access to your Account (including without limitation the funds in your Account) if (a) you have violated the terms of this Agreement, (b) we determine that you pose an unacceptable credit or fraud risk to us, (c) you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct, (d) we have security concerns regarding your Merchant Account, including your Credentials, or (e) we suspect unauthorized or fraudulent use of Your Account or any payment information in your Account. In such cases we will inform you of the suspension of your Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by applicable law. We will reactivate your Account or Credentials, or replace it or them, as applicable, once we have resolved the reasons for suspension. You must notify us through Contact Us if you wish to request us to reactivate your Account.
9.4 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or in connection with any termination or suspension of the Service. Upon termination of this Agreement for any reason: (a) you will remain liable for all fees, charges and other payment obligations that have been incurred through the date of termination with respect to the Service; (b) all license or other rights granted to either party under this Agreement will immediately terminate; (c) you will return or destroy and cease use of all Amazon Materials and Trademarks (described below); and (d) your access to the Site will be terminated. In addition to any payment obligations under this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 1.5, 2.3, 2.6, 3.6, 5.4, 5.6, 6.2, 8.2, 8.4, 9.4, 10, 11.3, 12.2, and 13 through 15.
- Privacy; User Information.
10.1 Your Consent. We use your personal data in the manner set out in our Privacy Notice and as further described in this Agreement. By using the Service and the Site, you consent to the collection and use of your personal data in the manner set out in the Privacy Notice. If we decide to change our Privacy Notice, we will post those changes on the Privacy Notice page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. You should check the Privacy Notice frequently for changes. Please note that the information you provide to us in using the Service or the Site will be transferred outside the European Economic Area for the purposes of processing by Amazon and its Affiliates and in order to maintain customer accounts for you at other Amazon sites. By using the Service or the Site, you consent to this transfer.
11.1 Amazon Materials. During the term of this Agreement, you may use the Amazon Materials only for your internal purposes and solely as necessary for your use of the Service. “Amazon Materials” include any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including the Specifications and any integration guides) developed and provided by us or our Affiliates to you for download from the Site. Amazon Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license such as Apache 2.0. You may not, and may not attempt to, directly or indirectly:
(a) transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights to any person or entity in the Service or the Amazon Materials;
(b) remove, obscure, or alter any notice of any Trademark, or other intellectual property or proprietary right appearing on or contained within the Service or on any Amazon Materials;
(c) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Amazon Materials; provided that, the foregoing shall not prevent you from making derivatives of software that is made available by us on the Site in accordance with separate license terms accompanying such software expressly permitting the creation of derivatives; and
(d) reverse engineer, disassemble, or decompile the Amazon Materials or the Service or apply any other process or procedure to derive the source code of any software included in the Amazon Materials or as part of the Service.
11.2 Trademarks. Subject to the terms and conditions of this Agreement and provided your Merchant Account is in good standing, we grant you a non-exclusive, non-transferable, non-assignable, revocable right to use the “Amazon”, “Amazon Payments”, “Amazon Flexible Payment Service”, and other related designs, graphics, logos, page headers, button icons, scripts, and service names (collectively, “Trademarks”) designated by us solely in accordance with our brand guidelines and such other documentation as we make available from time to time. You may not use the Trademarks except as expressly permitted herein, and may not sublicense these rights or otherwise permit any party to use the Trademarks. You acknowledge that we and our Affiliates are the sole owners of the Trademarks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Trademarks will inure to the sole benefit of us and our Affiliates. Our and our Affiliates’ Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us or our Affiliates. We may revoke your license at any time in its sole discretion. Upon the termination or expiration of this Agreement, you shall immediately cease and discontinue all further use of the Trademarks. All other trademarks not owned by us that appear on the Site or Seller Central or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Amazon. We and our Affiliates may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service in accordance with our Specifications and other Policies (including without limitation in co-branded web pages used to process orders). We and our Affiliates may use your name or logo to identify you as a participating merchant unless you request otherwise.
11.3 Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we and our Affiliates reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Amazon Materials, our or our Affiliates’ Trademarks, and any other technology, software and intellectual property that we provide, make available or use to provide the Service, Site and the Amazon Materials. Except for the limited use and access rights described in this Agreement, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Site, the Amazon Materials, our Trademarks, or such other technology, software or intellectual property provided or made available by us or our Affiliates.
11.4 Press Releases. You may not issue any press release or make any public statement related to the Service, or except as expressly provided in this Agreement, use our or any of our Affiliate’s name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
- Warranties; Disclaimers
12.2 Disclaimer. THE SITE, THE AMAZON MATERIALS AND SERVICE ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM, AND MAKE NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE AMAZON MATERIALS, SERVICE OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE SITE, THE AMAZON MATERIALS, OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE AMAZON MATERIALS OR THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE). IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES OR PRODUCTS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. SUBJECT TO THE PROVISIONS OF SECTION 2.5.1 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
Without limiting the foregoing, in no event will we or any of our Affiliates be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, where such failure or delay is caused by abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary, or where we are bound by other legal obligations covered by applicable law. The laws of certain countries or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our and our Affiliates’ liability is limited to the greatest extent permitted by law.
You will indemnify, defend and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or Association Rules; (b) any actual or alleged infringement, misappropriation or violation of any third-party rights or applicable law by your trademarks used in connection with the Service or your website or application using the Service; (c) your use of the Service; or (d) any transaction submitted by you through the Service (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you).
- General Provisions
15.1 Notices. This Agreement is in the English language, and you agree that we will communicate with you and you will communicate with us in English during the term of this Agreement. When you visit the Site or send e-mails to us, you are communicating with us electronically. We communicate with you via the Site and the e-mail address we have on file for you. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us. We may provide all communications and information related to the Service and your Account, including without limitation agreements related to the Service, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other customer communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format. Communications may be posted to the Site or sent by e-mail to the e-mail address we have on file for you, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this Agreement. This condition does not affect your statutory rights, including the right to request a copy of this Agreement. You can contact us about the Service by visiting the “Contact Us” link on the Site.
15.2 Modifications. We may modify the terms of this Agreement, any Policy, or the features of the Service at any time. We will notify you of any updated Agreement or Policy by posting it to our Site. Any change to a Policy will be effective upon the earlier of posting to our Site or when otherwise communicated to you. Any other change to this Agreement will be effective sixty (60) days after the earlier of the date of posting to our Site or of your receipt of our communication regarding the change. If you do not agree to any change to this Agreement, any Policy or feature of the Service, you may terminate this Agreement by contacting us through Contact Us and closing your account. You will be deemed to accept the changes to Policies if you do not terminate this Agreement after the earlier of the date the updated Policy has been posted to our Site or otherwise communicated to you, and you will be deemed to accept the changes to this Agreement (other than Policy changes) if you do not terminate this Agreement within 60 days after the earlier of the date the updated Agreement has been posted to our Site or otherwise communicated to you. You are at all times responsible for reading and understanding each version of this Agreement and our Policies.
15.3 Independent Contractors. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, escrow, partnership, or any fiduciary relationship between you and us or our Affiliates. Further, neither party shall be deemed to be an agent or representative of the other by virtue of this Agreement. Neither party is authorized to, and will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other party. Without limiting the generality of the foregoing, neither party will enter into any contract, agreement or other commitment, make any warranty or guaranty, or incur any obligation or liability in the name or otherwise on behalf of the other party.
15.4 Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.
15.5 No Waivers. To be effective, any waiver by a party of any of its rights or the other party’s obligations under this Agreement must be made in a writing signed by the waiving party. No failure or forbearance by either party to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise constitutes a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
15.6 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
15.7 Governing Law; Venue. The Service and the Site are owned and operated by us and our Affiliates in the Grand Duchy of Luxembourg. The laws of the Grand Duchy of Luxembourg govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. If you have a Personal Account, any dispute relating in any way to your use of the Service or this Agreement will be non-exclusively adjudicated in the jurisdiction of the courts of the district of Luxembourg City. If you have a Business Account, any dispute relating in any way to your use of the Service or this Agreement will be exclusively adjudicated in the jurisdiction of the courts of the district of Luxembourg City.
15.8 Out-of-court Complaint Process. If you wish to make a complaint about the Service, You can make a complaint through Contact Us. If your complaint is not resolved, you also may submit any complaint about our Service to the Commission de Surveillance du Secteur Financier 110, route d’Arlon, L-2991 Luxembourg, which is the competent authority to receive such out-of-court complaints and to reach an amicable settlement of related disputes.
15.9 Entire Agreement. This Agreement, including without limitation the Policies, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
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