Terms of Use – Payment Initiation

1. General

1.1.     Inpay A/S (“Inpay”; “we”; “our”; “us”) has a company registration number of 32317731, and a registered office located at Toldbodgade 55B, 1253 Copenhagen, Denmark.

1.2.     Inpay is a licensed payment service provider with authorisation from the Danish Financial Supervisory Authority (Finanstilsynet) to provide payment initiation services and money remittance services.

1.3.     The Danish Financial Supervisory Authority is located at Århusgade 110, 2100 Copenhagen, Denmark and additional contact details can be found on their official website.

1.4.     By using the Service, users – whether an individual or a legal person through a representative of a legal person (“User”; “you”; or, “your”) – agree to these Terms of Use (the “Terms of Use”).

1.5.     In the event of any inconsistency between the English language version of these Terms of Use and any other language version, the English language version shall prevail.

2. The payment services

2.1.     Inpay’s payment services allow you to use our payment initiation service to initiate payments from your personal bank account to a specified beneficiary (“Payment Initiation”). Payment Initiation referred to as the “Service” or “Services” herein and is further explained in the sections below.

2.2.     To use the Service, you must hold one or more payment accounts (“Payment Account”) with a financial institution or another provider of Payment Accounts (“Bank”)

2.3.     The Service may be made available to you via one or more third-party providers or integration partners (the “Integration Partner”). The Service is not offered by, and is not affiliated with, your Bank.

2.4.     A prerequisite for the performance of the Service is that the relevant Payment Account is accessible online. The Services can access and communicate with many Banks, but yours may not be among them. In such a case, you will be unable to use the Service.

2.5.     You use the Service by choosing Inpay in the Integration Partner’s online checkout (or similar), filling out the required details in the interface, and clicking continue (or similar).

2.6.     You may only use the Services if:

2.6.1.   you are eighteen (18) years or older;

2.6.2.   you have a Payment Account with a Bank in which Inpay is integrated;

2.6.3.   you provide Inpay with accurate, complete and up to date information on your identity and any other information we may ask from you;

2.6.4.   you agree to these Terms of Use and using our Services in accordance with the Terms of Use herein; and,

2.6.5.   you agree to comply with all applicable laws and regulations; and,

2.6.6.   you have the legal capacity to enter into binding agreements under the law applicable in your jurisdiction.

3. Payment initiation

3.1.     To use the Service, you will be presented with a list of banks that Inpay is integrated with. If your Bank is listed here, you may select it and proceed to ordering a Payment Initiation.

3.2.     Once you have selected your Bank, you provide Inpay with a payment order (the “Payment Order”) to initiate a transaction from your selected bank account. To do this, you must approve the Payment Order with your bank issued security credentials and confirm relevant details including the amount, the payment account and the receiver’s details.

3.3.     Up until the point at which a Payment Order has been instructed by you via the Service, you may withdraw your consent up until the point of irrevocabilityin accordance with Article 80 of the Payment Service Directive 2 (EU) 2015/2366 (the “PSD2”). After that, you cannot cancel the payment order.

3.4.    All data transferred through the Service is encrypted. Your personalised security credentials are only forwarded to the corresponding input-field of your selected bank and are never stored by Inpay. Inpay communicates with your Bank through secure, PSD2-compliant interfaces (such as APIs) provided by the Bank or a licensed third-party provider. The approval of the Payment Order shall be subject to Strong Customer Authentication (SCA) in accordance with Article 97 of PSD2, which is performed through your Bank’s authentication process.

3.5.     By requesting that we provide the Payment Initiation, you give your explicit consent to us to provide the Payment Initiation.

4. Incorrect or unauthorised payments

4.1.     Where you suspect a Payment Initiation has been executed without your approval or incorrectly, you are responsible for reporting it to Inpay and your Bank without undue delay.

4.2.     You may be entitled to a refund of the incorrect or unauthorised payment from your Bank, provided that you notify the Bank of the incorrect or unauthorised payment without delay and in any event no later than 13 months after the date of the relevant payment.

5. Use of service

5.1.     You are responsible for the ability to connect with and use the Services, including acquiring and maintaining compatible software, web-services operating systems, and hardware necessary for using the Services. You are also responsible for compatibility between your updates or new versions of software and hardware where this is necessary for you to use the Service.

5.2.     The Services are provided “as-is”, and Inpay makes no warranty as to your use of the Service. You assume any and all risk of using the service. Inpay provides no guarantee that the Services meet your specific requirements or for data quality, uptime or other metrics except as specifically described in the Terms of Use. Inpay has done its utmost to ensure that the Services abide by all applicable laws.

6. Term and termination

6.1.     These Terms of Use shall be valid until terminated by one of the parties in accordance with the Terms of Use herein.

6.2.     For one-time users, the Terms of Use are terminated upon completion of the one-time Payment Initiation.

6.3.    You may terminate Terms of Use without notice. Inpay may terminate Terms of Use with two months’ notice. We may terminate the Terms of Use without notice if required under applicable law, including to comply with obligations under the Danish Anti-Money Laundering Act, the PSD2, or other relevant legislation.

6.4.     In the event of your material breach of the Terms of Use, we may terminate them without notice.

6.5.     If you take up permanent residence in a country included on the European Commission’s list of high-risk third countries, we may terminate the Terms of Use without notice. You can read more about the list of high-risk third countries on the European Commission’s website under the ‘EU policy on high-risk third countries’.

6.6.     If you have not used Inpay for six months, we reserve the right to terminate this Terms of Use with two months’ notice.

6.7.     Inpay’s termination of the Terms of Use must be objective and the reason shall be stated in the termination that we send to you.

7. Your data

7.1.     The processing of your data complies with the EU’s General Data Protection Regulation (GDPR) and is governed by our Privacy Notice, available on our website.

8. Agents

8.1.     In providing the Service, Inpay is entitled to utilise services provided by legal entities that are considered agents in accordance with The Danish Payments Act (Lov om Betalinger), acting on behalf of Inpay.

9. Eligibility to use the service

9.1.     To use the Service, you must be of such an age that is required by the Integration Partner to use its service and have the capacity to enter into legally binding agreements and the right to dispose of the assets available in your bank account.

9.2.     You may not use the Service if the usage results in a breach of third-party agreements and you are personally responsible for all such breaches.

10. Operations and transaction times

10.1.  Payment Initiations are carried out via general clearing systems, meaning that it might take up to three (3) banking days before the payment is received on the Integration Partner’s bank account or payment account. In certain cases, Inpay or relevant third parties may be required to delay payments further due to legal obligations under anti-money laundering and other applicable laws and regulations.

10.2.  Inpay shall perform Services in due time. However, since the Services are dependent on third parties, including Integration Partners and Banks, no guarantees can be made as to time of performance of the Services.

10.3.  Maintenance and updates of the Services are performed on an ongoing basis. During such maintenance and updates, certain or all features may become temporarily unavailable. As part of an update, one or more features may be removed from the Services.

10.4.  To the extent reasonably possible, information of expected major disruptions of the Services will be provided to you in advance, either on our website or by email. The same applies to the possible removal of functions. We are not obliged to provide such information. Inpay will provide information about the availability of the Service and any known interruptions through its website or Integration Partner, where feasible.

11. Know your customer

11.1.   All payment transactions made through the Service are subject to monitoring for the purpose of Inpay complying with applicable laws and regulations. The policies and practices applied may depend on individual conditions such as transaction patterns and geographical position. To comply with applicable laws and regulations, transaction records may be retained by Inpay for a legally required minimum period, and additional information may be requested from you to establish matters such as identity, purpose of the payment and origin of the funds. By using the Service you commit to, without undue delay, providing Inpay with all such information that may be deemed reasonably necessary, including any information required under applicable law, e.g. under the Danish Money Laundering Act and Danish Bookkeeping Act.

12. Suspension

12.1.  Inpay unilaterally reserves the right to suspend the Service:

12.1.1. to comply with applicable laws and regulations, including anti-money laundering and counter-terrorism financing laws and regulations; and/or

12.1.2. in case of actual or suspected fraud or other criminal or illicit activity, act or omission that might expose you or Inpay to damage.

13. Liability

13.1.  Inpay is liable if, due to gross negligence, we carry out our agreed obligations in a defectively or untimely manner. Inpay assumes no liability for losses caused by one or more of our suppliers.

13.2.  Inpay is not liable for losses caused by;

13.2.1. breakdowns in or lack of access to IT systems, or damage to data in these systems regardless of whether it is due to Inpay or an external supplier, or due to failure of Inpay’s power supply or telecommunications, legislative intervention, administrative acts or other circumstances that are beyond Inpay’s control.

13.3.  Inpay’s exemption from liability does not apply if:

13.3.1. Inpay should have foreseen the circumstance that caused the loss when the Terms of Use was concluded; and,

13.3.2. Inpay breaches mandatory Danish legislation, which thereby directly causes the loss.

13.4.  Unless required by relevant Danish or EU consumer law, Inpay shall in no case be liable to you for any direct or indirect loss or damages incurred due to the use of the Service.

13.5.  The purchase of goods and/or services from the Integration Partner is subject to the Integration Partner’s terms and conditions and Inpay is not liable for the acts or omissions of the Integration Partner, including any loss you incur as a result of such acts or omissions.

14. Right of withdrawal

14.1.   You may withdraw from these Terms of Use within 14 days of your first use of the Service, provided you have not completed a payment initiation.

14.2.  If you have used the service before the withdrawal period expires, any Payment Orders initiated will not be refunded or reversed upon cancellation of the Terms of Use. The Payment Order you have initiated will therefore not be refunded or reversed in the event of your subsequent cancellation of the Terms of Use.

14.3.  To exercise the right of withdrawal, you must notify your decision to withdraw from these Terms of Use in an unambiguous statement to Inpay by sending an e-mail to [email protected].

15. Fees

15.1.  Your use of the Services is provided free to you free of charge by us. Fees may however be imposed by an Integration Partner, your internet or mobile access provider or your Bank, where you make use of Payment Initiation. Such fees are solely a matter between you and the third party.

16. Changes

16.1.  Inpay may change the terms of these Terms of Use with two months’ notice. However, we may change the Terms of Use without notice if the changes are in your favour.

16.2.  You will be notified by Inpay if we change the terms of these Terms of Use. If you do not accept the changes, you may terminate your use of the Service. Continued use of the Services after the effective date will be deemed acceptance.

17. Miscellaneous

17.1.  We have the right to transfer our rights and obligations under the Terms of Use.

17.2.  You have the right, upon request, to receive a copy of these Terms of Use. Contact us at [email protected].

18. Complaints, communication and version prevalence

18.1.  If you notice an error or malfunction in the Service or have a question or complaint concerning the Service, these shall be submitted to Inpay via e-mail to [email protected]. Inpay shall respond to your complaint via email within fifteen (15) business days.

18.2.  The Danish Consumer Ombudsman can be contacted at [email protected] and can be found at Carl Jakobsens Vej 35, 2500 Valby, Copenhagen, Denmark.

18.3.  The Danish Competition and Consumer Authority can be contacted at [email protected].

18.4.  You may complain to our regulator, the Danish Financial Services Authority (Finanstilsynet), at:

 

Finanstilsynet

Strandgade29

1401 Copenhagen

 

www.dfsa.dk/

+45 33558282

[email protected]

 

18.5.  All communication between the parties in relation to these Terms of Use shall take place in English.

18.6.  You can also complain to the European Commission’s online dispute resolution portal (the “ODR”). This is particularly relevant if you are a consumer living in an EU country other than Denmark. If you contact the ODR, you can inform them that Inpay’s complaints department can be contacted directly at [email protected]. This ensures that the ODR can contact us directly.

18.7.  The Terms of Use shall be written and executed in English language. Any translation into any other language shall not be an official version of the Terms of Use and in the event of any conflict of interpretation between the English version and a translation into another language, the English version shall prevail.

19. Intellectual property

19.1.  All copyrights, trademarks, logos and other intellectual property rights in and relating to the Services and their features are the property of Inpay. You may not reproduce, copy, display, assign, publish or otherwise use any of these intellectual property rights of the Services, except to the extent necessary to use the Services as provided for in the Terms of Use.

20. Force majeure

20.1. Inpay shall in no case be liable for any economic loss, delay, or failure in performance of the Service to the extent that such a loss, delay or failure is caused by fire, flood, explosion, war, strike, embargo, governmental requirements, civil or military authority, data trespass, denial-of-service attack, unlawful action by you or any other cause beyond Inpay’s reasonable control, provided that Inpay could not have reasonably prevented or mitigated the impact of such events.

21. Severance

21.1.  If any provision within the Terms of Use is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Terms of Use, which shall remain in full force and effect. If any provision of the Terms of Use is found to be invalid or unenforceable but would cease to be invalid or unenforceable if some parts of the provision were deleted or amended, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

22. Governing law

22.1.  These Terms of Use shall be governed by the laws of the Kingdom of Denmark and subject to any mandatory provisions under the laws of your country of residence, where applicable.