Blink Systems Terms and Conditions

Applicability and Amendments

Solely these Terms and Conditions are applicable to the creation of, content of and compliance with the Agreement between Merchant and Blink Systems Limited. This includes the period during which the Parties discuss the terms of the Agreement and the services which Blink Systems Limited will provide after the formation and termination of the Agreement.
Entering into an Agreement with Blink Systems Limited automatically results in Merchant’s unconditional acceptance of the applicability of these Terms and Conditions.
Any changes to these Terms and Conditions proposed by the Merchant will not be valid until Blink Systems Limited has expressly accepted them in writing.
In the event that these Terms and Conditions differ from that which is agreed upon in an Agreement between Blink Systems Limited and Merchant, the Agreement will prevail.
Any terms wielded by Merchant that contradict these terms and conditions are rejected and are therefore not applicable to any Agreement between Blink Systems Limited and Merchant.
In the event that one or more of the provisions in these terms and conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. Blink Systems Limited and Merchant will jointly discuss and formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.
Blink Systems Limited is permitted to amend these terms and conditions unilaterally. The amended terms and conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Merchant for previously existent Agreements.

Registration

The Merchant must register with Blink Systems Ltd before generating an Account. During the process of creating this Account, Blink Systems Ltd is required to ask for certain information.
The Merchant guarantees that all information provided to Blink Systems Ltd is complete and truthful, and that this information is kept up to date. The Merchant must inform Blink Systems Ltd without delay of any changes in the corporate name, corporate status, corporate structure, type and scope of the services or any other relevant changes.
The information provided to the Merchant by Blink Systems Ltd necessary to log in to an account is strictly personal and may not be shared with anyone. The Merchant is liable for damage and/or loss arising from misuse of the username and password, and must inform Blink Systems Ltd of the loss, theft and/or misuse thereof.
The Merchant is required to register all websites (URLs) using the BlinkPay Payment Services with Blink Systems Ltd. It is not allowed to use the BlinkPay Payment Services on websites other than those registered with Blink Systems Ltd. In addition, the Merchant must register the trade name under which it does business via this URL. Blink Systems Ltd uses this information in the way in which Transactions are displayed on a Customer’s account statement.
Blink Systems Ltd is not responsible for any costs arising from the fact that Customers do not recognize the trade name of a specific Transaction on their account statement.
In order for the Merchant’s registration to be completed, by accepting these terms and conditions, the Merchant automatically gives Blink Systems Ltd permission to retrieve information about the Merchant and to make this information available to third parties, including, but not limited to, businesses engaged in the registration of creditworthiness and other information providers. The Merchant hereby gives these third parties permission as well to provide such information about you to Blink Systems Ltd.
The Merchant hereby gives Blink Systems Ltd permission to share information about you and your application (irrespective of whether the application is approved or rejected) with Financial Institutions. This includes information (i) about transactions; (ii) in relation to the management and maintenance of the BlinkPay Payment Services; (iii) by which the information about the Merchant can be updated and where the information helps to improve the BlinkPay Payment Services; and (iv) that Blink Systems Ltd needs for its risk management.
If explicitly agreed upon by both the Merchant and Blink Systems Ltd, Blink Systems Ltd can use the Merchant’s information to open an account on its behalf at the Financial Institutions or telecoms if such an account is necessary for processing Transactions via the BlinkPay Payment Services. In such a case, Blink Systems Ltd will inform you if such an account has been approved or rejected.

The Agreement

The Merchant will submit the completed and signed Agreement to Blink Systems Ltd. This Agreement will not come into effect until Blink Systems Ltd has confirmed so in writing.
Prior to the Agreement coming to force, all documents from, and information about the Merchant must have been received and approved by Blink Systems Ltd Chief Executive Officer.
Blink Systems Ltd has the right to stop (continuing) to offer the Merchant a payment method for other urgent reasons (for example, if the Merchant does not adhere to the obligations flowing from these Terms and Conditions and the Agreement). Blink Systems Ltd will then not be liable for the consequences affecting the Merchant.

Transactions

Blink Systems Ltd is not a party to the legal relationship between the Merchant and the Customer.
Blink Systems Ltd merely acts as a service provider to process Transactions. The Merchant should not lead Customers to believe otherwise.
Blink Systems Ltd may refuse to process a transaction if:
The order for the Transaction contains incorrect, incomplete and/or unclear information, or was otherwise incorrectly given;
The Transaction is contrary to instructions of the Payment Method Owner concerned; and/or
One or more persons and/or organization, who/which appear(s) on sanction lists applicable to the Blink Systems Ltd’s and/or Merchant’s place of incorporation.
The Merchant will crosscheck all provided information before submitting the same to Blink Systems for processing (all transactions have a confirm screen before they are submitted for processing). If the Merchant chooses not to crosscheck the information before confirming the same to Blink Systems Ltd for processing, the Merchant alone bears the full risk of unconfirmed transactions. If, in any way Blink Systems Ltd is required to compensate for a loss as the consequence of Merchant’s choice, the Merchant is obliged to repay Blink Systems Ltd in full for that loss.
If the Merchant becomes aware of any inaccuracies with respect to the Transactions and/or the Payment Processing Services, the Merchant must immediately inform Blink Systems Ltd of this in writing.

Payments

In case that the Merchant incorrectly receives funds from Blink Systems Ltd, the Merchant should retransfer these funds as soon as possible, in any event immediately on request by Blink Systems Ltd.
The Merchant guarantees that it shall only accept payments from and/or make refunds to Customers in connection with goods and/or services which you have sold and supplied and will only make a refund to the Customer using the payment method initially used by the Customer for the original Transaction.
The Merchant will not offer any goods and/or services whose existence, tender, sale, possession, and/or use is punishable, in violation of the current laws and regulations.
The Merchant will not use BlinkPay Payment Services for third-party goods and/or services unless this is expressly permitted under the Agreement. If a third party wishes to use the BlinkPay Payment Services, the Merchant will refer this third party to Blink Systems Ltd.
Where Merchant has agreed with Blink Systems Ltd in writing that the Merchant may accept Recurring Transactions, the following is applicable:
The Merchant shall obtain a Recurring Transaction Authority from the Customer for such Recurring Transaction and confirm within two (2) working days to the Customer that a Recurring Transaction has been established.
The Merchant will notify the Customer at least seven (7) working days prior to the Recurring Transaction payment being charged if: (i) the payment amount has been changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) a trial period, introductory offer, or promotional activity has expired.
The Merchant will not effect (or seek to effect) a Transaction under the Recurring Transaction Authority once this Recurring Transaction Authority has expired, or once the Customer has notified you that the Customer wishes to cancel such Recurring Transaction Authority; and
The Merchant will retain securely the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of the final Transaction effected under it and produce each Recurring Transaction authority to Blink Systems Ltd on demand.
The Merchant will only accept payments and submit Data to us in respect of Transactions which a Customer has authorised in accordance with Applicable Law and these Terms and Conditions.
The Merchant will prominently and unequivocally inform Customers of (i) its identity at all points of interaction; and (2) (in respect of online transactions) your location, so that the Customer can determine whether the Transaction will be a domestic transaction or a cross-border Transaction.
The Merchant will have in place a documented complaints procedure and customer service contact point accessible by e-mail and/or telephone.
Using the BlinkPay Payment Services in a way as referred to below, this use will in any case (but not exclusively) qualify as punishable, unlawful and/or harmful in the following circumstances:
Purchase and/or sale of goods and/or services of which the purchase and/or sale in the country of origin and/or the country in which the goods and/or services are offered is in conflict with any applicable statutory provision or public morals;
The sale of products and/or services without being willing or able to deliver them to the Customer(s) within a reasonable period;
Use of personal data in conflict with the General Data Protection Regulation and Blink Systems Ltd’s Privacy Policy;
Hacking, phishing, unauthorized penetration in the system and/or network structure of Blink Systems Ltd, Financial Institutions, intermediaries, supplies and/or third parties;
Collecting payments without a legally valid contract between you and the Customer;
Deliberately misleading Customers, Blink Systems Ltd, Financial Institutions, and other third parties;
Committing Fraud or aiding and abetting and/or allowing fraudulent activities.

Management, Maintenance, and Updates

Blink Systems Ltd is allowed to temporarily switch off its BlinkPay Payment Services for management, maintenance, and updating purposes. Blink Systems Ltd will not be liable for any harmful consequences this may have for the Merchant.
Blink Systems Ltd will inform the Merchant in advance about putting its BlinkPay Payment Services out of operation, in so far as this can be reasonably expected of Blink Systems Ltd, and only in so far as they will have a considerable impact on the Merchant. In turn, Blink Systems Ltd will undertake to carry out as much as possible maintenance work on the BlinkPay Payment Services when the least number of Merchants will be inconvenienced by this.
Blink Systems Ltd has the right to carry out any updates to the BlinkPay Payment Services it wishes, and to change the functionalities and/or features of the BlinkPay Payment Services.

Payment Data and Security

The Merchant will ensure that it deals with as little as possible with Customers’ sensitive data. If the Merchant does deal with sensitive payment data, he will take the necessary steps to protect this data in line with Blink Systems Ltd’s privacy policy. Blink Systems Ltd is allowed to check whether the Merchant has the necessary organizational and technological security measures in place.

Fees

The Fees consist of one-off charges and transaction costs which Blink Systems Ltd and the Merchant have agreed upon which the Merchant is obliged to pay to Blink Systems Ltd under the terms of the Agreement. All fees are exclusive of VAT and any other taxes and levies, unless expressly stated otherwise.
If the Merchant and Blink Systems Ltd are jointly liable for any Tax, such Tax will be payable by the Merchant. Blink Systems Ltd may, however, pay any such Tax to the relevant Tax Authority and, if Blink Systems Ltd pays it, the Merchant will immediately reimburse Blink Systems Ltd for it. We may, at our discretion, deduct such sums from any Remittance, Outward Payment, or sums held by us and owed to you.
If a Tax authority requires information from us in relation to you and/or Transactions processed under these Terms and Conditions, you hereby agree that we may provide such information. You agree to provide us with your up to date Tax identification details upon request.
Blink Systems Ltd has the right to adjust the Fees, subject to a one (1) months’ notice. If the Merchant does not agree to the adjustment, the Merchant has the right to terminate the Agreement within fourteen (14) days of receiving notification with effect from the date on which the adjustment would have become effective.
The Merchant is obliged to pay the one-off connection charges as soon as the Agreement is concluded. The Merchant will be debited the costs of a Transaction as soon as Blink Systems Ltd completes the Transaction. Blink Systems Ltd will charge any other Fees separately.
Blink Systems Ltd has the right to offset the outstanding Fees against the Merchant’s outstanding counterclaims against Blink Systems Ltd, irrespective of the currency in which the Fees and counterclaims are denominated.
The Merchant is not allowed to suspend his payment obligations or set off debts against claims which he has or believes to have against Blink Systems Ltd.
Blink Systems Ltd may, at its own discretion, impose limits on the amount and/or the number of payments you can send and receive.

Chargeback and Refunds

Chargebacks may occur if, for example, the Merchant does not comply with the rules of the Payment Method Issuer, if a Transaction was not (correctly) authorised, or if a Transaction is disputed for other reasons.
The Merchant owes Blink Systems Ltd the amount equal to the Chargeback, plus any penalties and additional costs.
The Merchant acknowledges and agrees that it may be required to reimburse Blink Systems Ltd for Chargebacks in circumstances where the Merchant has accepted payment in respect of the relevant Transaction, even if the Merchant is under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, Blink Systems Ltd shall notify the Merchant as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.
Any Chargebacks for which the Merchant is required to reimburse Blink Systems Ltd shall correspond to the whole or part of the Settlement value in the currency of the original Transaction. With the Merchant’s written consent, the amount may be converted to the Settlement currency from the currency of Chargeback at the Exchange Rate quoted to Blink Systems Ltd.
In the event that the Merchant wish to dispute a Chargeback, the Merchant carries the burden of proof to show (i) to Blink Systems Ltd’s reasonable satisfaction that the debit of the Customer’saccount was authorised by that Customer; and (ii) any other evidence that Blink Systems Ltd may require the Merchant to provide to Blink Systems Ltd.
As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, the Merchant acknowledges and agrees that, notwithstanding any termination of this Agreement for whatever reason, Blink Systems Ltd shall remain, without prejudice, entitled to recover Chargebacks and Chargeback Costs from you in respect of all Chargebacks that occur in relation to Transactions effected during the term of this Agreement.
Blink Systems Ltd will under no circumstances be liable for the payment of any sums in respect of any Chargeback or Chargeback Costs arising out of or in connection with Transactions.

Confidentiality

The Merchant and Blink Systems Ltd will, barring prior written consent from the other party, treat all data and information about the other party that is secret or of confidential nature as strictly confidential, secure it in an appropriate manner and not disclose them to third parties in any way whatsoever.
Secret or confidential information is, in any case, but not limited to: all information that is explicitly indicated as secret or confidential by the other party; all information and data parties come to know in the context of the Agreement; technical, financial, and business information; drawings, formats, concepts, source codes, pilots and all other information which the Merchant and Blink Systems Ltd know, or reasonably ought to know, is secret or of a confidential nature and should not be disclosed to third parties.
Nor may the Merchant and Blink Systems Ltd use or disclose confidential or secret information in the event of, whether premature or not, full or partial termination of the Agreement, or after the termination of the Agreement.
The Merchant and Blink Systems Ltd are entitled to disclose or hand over confidential information of the other party to the competent authorities, in cases in which they are required to do so under applicable statutory provisions.
Blink Systems Ltd is entitled to provide information (including confidential information) to a Financial Institution in the event of (a suspicion of) fraudulent use of the BlinkPay Payment Services and/or at the request of a Financial Institution.

Liability

Any liability of Blink Systems Ltd arising from a shortcoming or similar will always be limited to compensation for the direct loss. Blink Systems Ltd is not liable in any way for indirect loss, including, but not limited to resulting loss, lost profit, and any loss resulting from claims by the Customer and other contracting parties of the Merchant.
Any liability of Blink Systems Ltd will be limited to the amount of the agreed Fees over the calendar year preceding the harmful event (excl. VAT), with a maximum of .
Blink Systems Ltd shall only be liable for its own acts or omissions and not for acts or omissions of third parties.
The Merchant must inform Blink Systems Ltd in writing about any loss as soon as possible after it occurs. Any right to compensation will expire if the Merchant fails to report the loss to Blink Systems Ltd within a period of one (1) month from the time he became aware or could reasonably have become aware of the loss.
The Merchant is always obliged to mitigate the loss. If the Merchant fails to fulfil this obligation, his right to compensation expires in so far as the loss results from his inability to limit the loss.
Blink Systems Ltd is not liable in an instance of force majeure.
The Merchant indemnifies Blink Systems Ltd against any claims, for whatever reason, by Financial Institutions, Payment Method Owners, government institutions, supervisory authorities, Customers and/or other third parties against Blink Systems Ltd arising from the actions or omissions of, or which can otherwise be attributed to, the Merchant (including his Customers and third parties engaged by him). This indemnity means that the Merchant is obliged to compensate for any loss and expenses incurred by Blink Systems Ltd (including penalties, levies, costs associated with a NUDD (Notification Undue Direct Debit) and costs of legal assistance) as a result of such claims and, at Blink Systems Ltd request, to assist Blink Systems Ltd in setting up a defence.

Duration and Termination of the Agreement

The Agreement comes into force on the stipulated date and, unless otherwise terminated earlier in accordance with any provision of these Terms and Conditions, continue thereafter indefinitely.
Only Blink Systems Ltd is authorized to terminate the Agreement prematurely without giving reasons, the Merchant is not.
Blink Systems Ltd is furthermore entitled to cancel the Agreement with the Merchant without observing a cancellation period if:

the bankruptcy of the Merchant is pronounced;
Merchant applies for its own bankruptcy or suspension of payment;
a substantial part of the Merchant’s assets is seized;
Merchant violates applicable laws or regulations, including (but not limited to) legislation relating to criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery or corruption;
the Merchant acts unlawfully towards Blink Systems Ltd;
the Merchant has more Chargebacks than are permitted under the rules of the Payment Method Owners;
Blink Systems Ltd knows or suspects that the Merchant is failing or has failed to fulfil one or more of its legal or contractual obligations;
Blink Systems Ltd receives suspension or termination instructions from a Payment Method Owner, supervisory authority or governmental agency;
in case of a situation of force majeure.

In the event of (fear of) one of the aforementioned situations, the Merchant must inform Blink Systems Ltd in a timely manner.

If the Agreement is dissolved by Blink Systems Ltd due to an attributable failure in the fulfilment of the Agreement by the Merchant, the Merchant must, in addition to compensation, pay the costs incurred with regard to the Services performed up to then. Behaviour of the Merchant on the basis of which Blink Systems Ltd can no longer reasonably be expected to complete the Assignment, is in this context also regarded as an attributable failure.
The Merchant is only permitted to terminate the Agreement after the Blink Systems Ltd has demonstrably been held responsible for an attributable shortcoming on the part of Blink Systems Ltd and Blink Systems Ltd has failed to rectify this shortcoming after notice of default. This authority to dissolve does not affect the Merchant’s obligation to payment of Fees.
Any expenses and costs arising from the Merchant’s termination of the contract shall be borne by the Merchant.

Miscellaneous

The presentation of the services of Blink Systems Ltd on the internet does in no way constitute a binding offer from Blink Systems Ltd. The Agreement is concluded upon its signature by both parties or, in the event of online conclusion, upon confirmation by the merchant in the provided place for acceptance of these terms and conditions and after corresponding confirmation from Blink Systems Ltd.
Blink Systems Ltd has the right to involve third parties in the performance of its obligations arising from this agreement. Blink Systems Ltd may require that certain processing steps are carried out directly through such third parties, completely or partially. The Merchant is not allowed to involve third parties in the performance of the duties under this agreement without the express written consent of Blink Systems Ltd.

Applicable law

Only Uganda law applies to the legal relationship between the Merchant and Blink Systems Ltd.
The Court of Uganda is competent (in the first instance) to take cognizance of any dispute between Blink Systems Ltd and the Merchant, unless the law prescribes otherwise.