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WMV Business Agreement
The article is out of dateThe article is out of dateThese terms and conditions (“Agreement”) govern the supply of the Service operated by WebMoney (“we”, “us”, “our”) to a person or entity whose application to register for one of our Business Accounts is accepted by us (“you”, “your”).
Capitalised terms that are not defined where they appear in this Agreement have the meaning given to them in Clause 22 below. The term of this Agreement (“Term”) shall start on the date you agree it when registering for a Business Account and, if we accept your application, this Agreement shall continue unless cancelled by you under Clause 8 or terminated by you or us under Clause 9.
In addition to this Agreement, you agree to the terms of our Privacy Policy and Cookie Policy. You consent to us obtaining your personal details from the WebMoney Transfer system, as may be necessary for us to set up your account and the other purposes listed in our Privacy Policy; and you consent to WM Transfer Ltd. sharing your personal data with us for these purposes.
If your annual turnover and/or annual balance sheet total exceeds 50 billions VND and you have at least ten (10) employees (a “Large Business”), or you are a charity with annual income of 20 billions VND or more (a “Large Charity”), you:
(a) confirm that you are not a consumer, micro-enterprise or a charity within the meaning of the Payment Service Regulations 2009 (“PSRs”);
(b) agree that none of the provisions of Part 5 of the PSRs applies to this Agreement; and
(c) agree that regulations 54(1), 55(2), 60, 62, 63, 64, 67, 75, 76 and 77 of the PSRs do not apply to this Agreement.
Please read this Agreement and download a copy for your records before using the Service. Please note that we may change this Agreement on 2 months’ notice to you from time to time without liability. We will post any changes on this page and notify you in your Business Account and/or by email. You may terminate this Agreement immediately and without charge before the proposed changes take effect, otherwise you shall be deemed to have accepted such changes when the 2 months’ notice expires.
1. Your Business Account
1.1 As further described in Clause 2, the Service enables you to:
1.1.1 Purchase WMV;
1.1.2 Receive payment in WMV for your supply of goods or services to a Consumer (“Payment”);
1.1.3 Make a refund of WMV in relation to a Payment made to you (“Refund”);
1.1.4 make or receive a transfer of WMV to or from another Consumer or Business (“Transfer”); and
1.1.5 Exchange your WMV for an equivalent amount of funds in the same currency in which your WMV was denominated (“Redeem” and “Redemption” shall be construed accordingly),provided that you comply with all Applicable Law and do not use the Service for any of the prohibited purposes listed on the Service from time to time, including the sale of unlawful images or age-restricted goods or services to persons under the age of 18 or otherwise use the Service in ways that might damage our reputation or goodwill.
1.2 Your WMV Balance does not earn interest and is guaranteed by VND deposits at local banks
1.3 To be eligible for a Business Account, you must be:
1.3.1 A sole trader who is at least 18 years old and acting in the course of a profession, trade or business; or
1.3.2 a company or a partnership
1.4 To guard against fraud, we may notify you of one or more Transaction Limit(s) from time to time that you must not exceed without our prior written consent.
1.5 You can access your details of your Transaction Data and other information relating to you and your use of the Service by logging into your Business Account. You agree that we are not required to send you statements, either in the post or electronically.
1.6 The records kept in the Service shall be conclusive of the facts and matters they purport to record. We reserve the right to correct the balance of your Business Account if we believe that an administrative error, or an error in billing or accounting has occurred.
2. WMV Transactions
2.1 You can purchase WMV by using one of the payment methods specified in your Business Account. You acknowledge and agree that your purchase of WMV is a separate transaction from any Payment or Transfer that you make using that WMV.
2.2 When you initiate a Refund or Transfer, and you have a sufficient WMV Balance to fund the Refund or Transfer, we will debit your Business Account for the amount of the Refund or Transfer and immediately credit that amount to the relevant Business Account or Personal Account (as the case may be).
2.3 When a Consumer initiates a Payment, or another Consumer or Business initiates a Transfer to your Business Account, and they have a sufficient WMV Balance to cover that Payment or Transfer, we debit their Consumer Account or Business Account (as the case may be) for the amount of the Payment or Transfer and immediately credit that amount of WMV to your Business Account.
2.4 You may Redeem all or part of your WMV Balance by any of the relevant methods specified on the Service from time to time, which may be subject to you satisfying additional checks that we may be required to make under Applicable Law.
2.5 We may suspend the processing of any Transaction where we reasonably believe the Transaction may be fraudulent, prohibited under Applicable Law or involves any criminal activity. Any Transaction request that we lawfully refuse to process will not be deemed to have been received for purposes of execution times and liability for non-execution or defective execution. We will notify you if we exercise our rights under this Clause, the reasons for doing so and the procedure for rectifying any factual errors that led us to suspend the processing of the Transaction, unless we are prohibited from doing so under the Applicable Law. We may charge you the reasonable costs of any such notification.
2.6 You must establish and maintain procedures and security features to try to prevent unauthorised access, unlawful processing, accidental loss or destruction of, or damage to any Personal Data contained in Transaction Data made available to you under this Agreement.
2.7 Subject to the provisions limiting our liability under Clause 7 below, in order to reclaim an unauthorised or incorrectly executed Refund or Transfer on your Business Account, you must notify us without undue delay after becoming aware of such a Transaction by email to support@wmv.vn:
2.7.1 If you are a Large Business or Large Charity, no later than sixty (60) days after the debit date of the Transaction; or
2.7.2 If you are not a Large Business or Large Charity, no later than thirteen (13) months after the debit date of the Transaction.
2.8 We shall be liable for any chargebacks initiated by Consumers in relation to their purchase of WMV using a payment card, (but not in relation to their purchases from you using the WMV they have purchased), provided that you give us such information and assistance as we reasonably request to challenge or dispute any such chargebacks.
2.9 You may enquire about the processing of any Transaction by emailing us at support@wmv.vn.
2.10 In addition, you agree to maintain any minimum balance in your Business Account in such amount as we may estimate to be sufficient to cover anticipated Refunds or Claims.
2.11 You also agree to procure, within 14 days after our written notice to do so, a guarantee, insurance policy or other security interest in our favour in such form and over such assets as we may reasonably require to secure the performance of your obligations under this Agreement.
2.12 You shall:
2.12.1 Cooperate with us and provide to us all information that we shall reasonably require to enable us to provide the Service;
2.12.2 Display the ability to accept Payments in a manner consistent with our brand guidelines, as communicated to you from time to time;
2.12.3 Comply with all your legal, regulatory and contractual obligations to Consumers in respect of all Payments, Refunds and Transfers;
2.12.4 Only accept Payments from and/or make Refunds to Consumers in connection with goods and/or services which you have lawfully sold and supplied to those Consumers in the ordinary course of the business identified to us when you applied to use the Service;
2.12.5 refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation or goodwill.
3. Claims
3.1 Except as expressly provided in this Agreement, each Business shall be solely responsible for all Claims relating to the supply of any goods or services to you by that Business, and it is the Business’s responsibility and not ours, to resolve any Claim.
3.2 We do not control or assume liability for the legality, quality, fitness for purpose or use of the goods and services that are paid for using the Service. We do not guarantee the identity of any Business or Consumer, or that a Business will make Refunds due and payable to you. However, we may stop, block or suspend any Transaction:
3.2.1 If we believe or suspect that the Transaction is or was not authorized or is unlawful, suspicious, or in breach of this Agreement; or
3.2.2 If the Transaction is reversed by a court, regulatory authority or other third party acting in accordance with Applicable Law.
3.3 We shall be responsible for resolving any Claim by you in relation to your Business Account, including any Claim in relation to your purchase of WMV or your initiation of a Transaction through the Service.
3.4 Without prejudice to any other rights or remedies we may have in respect of:
3.4.1 Any costs we reasonably incur in respect of Claims relating to you; and
3.4.2 Any amounts reasonably required to cover any sum due to us from you under this Agreement,
We may in our sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any payment due to you under this Agreement or send you an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.
3.5 We may, from time to time, reasonably request you to provide copies of Transaction Data, in which event you shall provide such copies to us within seven (7) days of such request being received.
3.6 Upon our request, you shall:
3.6.1 Disclose to us such information as we reasonably require relating to the performance of the Services or obligations under this Agreement or Applicable Law; and
3.6.2 Take all reasonable steps to assist us in handling any Claim or query raised by a Consumer or any other third party in relation to the Services or any Transaction.
3.7 You shall advise us in writing as soon as you become aware of any act, omission or error which does or may:
3.7.1 Cause material loss or damage to us (including damage to our reputation); or
3.7.2 Adversely affect your ability to perform your obligations under the Agreement;
3.7.3 Actual or suspected violation or compromise of the security or integrity of any Transaction Data or any other information relating to the Service or any of our Confidential Information at any time obtained or held by you;
3.7.4 Material change in the nature of your business or in the goods and/or services supplied to your customers or of any additional business commenced by you or of your cessation of business; and/or
3.7.5 change of your Control, or any proposed or reasonably anticipated change of your Control.
4. Fees and Taxes
4.1 In consideration of us supplying the Service to you, you shall pay to us the Fees specified in Schedule 2 in accordance with the settlement process also specified in Schedule 2. While VAT does not currently apply to the Service or Fees, the Fees are exclusive of amounts in respect of any VAT that might apply in future, for which you would be liable.
4.2 We are not responsible for determining whether any value added tax, sales tax or any other tax applies to your sales or WMV receipts, or for collecting, reporting or remitting any such taxes.
5. The Security of your Business Account
5.1 You must take reasonable steps to keep your Account Access Codes safe and prevent fraudulent use of your Business Account (and must ensure that any person to whom you disclose your Account Access Codes takes the same reasonable steps). Those steps include keeping your Account Access Codes confidential and secure from unauthorised individuals, not writing down any item of personal data and Account Access Codes together and taking reasonable care to ensure that you are not observed or overheard when using your Account Access Codes. You will immediately terminate the access rights of any of your authorised users who ceases to act in an authorised capacity on your behalf for any reason, including, for example, because of a change in employment status.
5.2 You shall be solely responsible for creating an appropriately strong password within your Account Access Codes and for updating it from time to time.
5.3 You are responsible for the use of your Account Access Codes by any other person whom you have allowed to access them, subject to Clauses 5.4 and 5.5.
5.4 You must inform us without undue delay by email to support@wmv.vn on becoming aware of the loss, theft, misappropriation or unauthorised use of your Account Access Codes or if you believe an unauthorized person knows your Account Access Codes or can use the Service by impersonating you.
5.5 As long as the correct Account Access Codes are entered when your Business Account is accessed and you have not notified us of a problem with your Account Access Codes under Clause 5.4:
5.5.1 We will assume that you are the person accessing your Business Account and you will be liable for its use,
5.5.2 You will be responsible for any instruction which we receive and act on, even if it was not given by you; and
5.5.3 We will not be responsible for any unauthorised access to your Business Account or the information within it.
5.6 Provided that you have not breached the other terms contained in this Clause 5, we will accept liability for any loss or damage to you resulting directly from any unauthorised access to Business Account (subject to the limits on our liability in Clause 7 of this Agreement).
5.7 We can refuse to act or process any Transaction if we consider in our sole and absolute discretion that any instruction:
5.7.1 Is unclear, was not given by you or might cause us to breach any legal requirement or duty; and/or
5.7.2 we believe your Business Account or the Service is being used for fraud or any illegal purpose.
5.8 Except as expressly stated in this Agreement, you are solely responsible, for compiling and retaining your own record of all Transactions and other data associated with your use of the Service and your Business Account. After the termination or expiry of this Agreement, we shall have no obligation to you to operate your Business Account or retain copies or provide you with access to any data from it.
5.9 You are solely responsible at your own expense for the provision of all equipment, software, systems and telecommunications facilities necessary for you to access, receive and use the Service.
6. Warranties, Representations and Indemnities
6.1 You warrant and represent to us that:
6.1.1 All the information that you provide to us is true, complete and accurate and you will keep all such information up to date during the Term;
6.1.2 you will only use the Service for your own purposes and not on behalf of any third party;
6.1.3 you will comply with all Applicable Law when using the Service;
6.1.4 You will not attempt any unauthorized access to or otherwise interfere with the Service or any Business Account or Personal Account;
6.1.5 you will comply with all your contractual obligations and obligations under Applicable Law in relation to your sales of goods and services to Consumers.
6.2 You shall indemnify and hold us harmless from and against any and all Claims brought against us by a Consumer or other third party, or which we may suffer or incur, to the extent such Claims arise out of or in consequence of or in connection with:
6.2.1 a Transaction;
6.2.2 a Claim;
6.2.3 any security breach in relation to your systems, or compromise or theft of data (including Personal Data and/or Transaction Data) held by you or on your behalf;
6.2.4 any breach by you of any warranty given under this Agreement;
6.2.5 a failure by you to comply with the requirements of Applicable Law; and
6.2.6 any reasonable steps taken in the protection of our interests in connection with:
(a) any actual security breach or a security breach relating to any Transaction or Transaction Data;
(b) any breach of the requirements of Applicable Law; or
(c) any allegation of fraud made in relation to you or your business,
except, if and to the extent such Claim is caused by our negligence, breach of contract or wilful misconduct.
6.3 We shall indemnify and hold you indemnified from and against all losses, liabilities, damages, costs, claims and expenses (including reasonable legal fees and expenses) which you may suffer or incur to any third party in connection with:
6.3.1 any actual security breach relating to Personal Data or Transaction Data; or
6.3.2 the requirements of a Regulatory Authority or Applicable Law,
which is attributable to our negligence, breach of contract or wilful misconduct, except if and to the extent caused by or contributed to by your negligence, breach of contract or wilful misconduct.
7. Limitation of Liability
7.1 This Clause 7 sets out the entire liability of each party to the other for any breach of this Agreement and any representation, statement or tortious act or omission (including negligence) by each party arising under or in connection with it.
7.2 Subject to the provisions of Clause 7.3 or 7.4 (as the case may be), in case of an unauthorised Transaction or a Transaction that was incorrectly executed due to an error by us, we shall at your request immediately refund the payment amount including all related Fees deducted therefrom.
7.3 If you are not a Large Business or a Large Charity, the provisions of Clause 7.2 shall not apply:
7.3.1 where an unauthorised Transaction arises from your failure to keep your Account Access Codes secure in accordance with Clause 5.1, in which case you shall remain liable for the first 01 million WMV (or equivalent in 01 million VND) unless:
(a) you compromised the security of your Business Account with intent or gross negligence, in which case you shall be solely liable for all losses;
(b) the unauthorized Payment occurred after you had notified us of the fact that your Account Access Codes had been lost or compromised,
in which case we shall remain liable from the date of such notification and refund immediately to you the amount of any subsequent unauthorised Transaction using the compromised Account Access Codes;
7.3.2 if you fail to give us a notice in accordance with Clause 5.4, in which case you shall remain liable for losses incurred up to the time of any later notification to us;
7.3.3 if you fail to notify us that you dispute an unauthorised or incorrectly executed Transaction within 13 months after the date of that Transaction.
7.4 If you are a Large Business or a Large Charity, the provisions of Clause 7.2 shall not apply:
7.4.1 where the unauthorised Transaction arises from:
(a) your failure to keep your Account Access Codes safe in accordance with this Agreement; or
(b) any breach of this Agreement by you, or your negligence or wilful misconduct;
7.4.2 if you fail to notify us without undue delay of any loss of your Account Access Codes or other event that could reasonably be expected to have compromised the security of your Business Account when you become aware of such event; or
7.4.3 if you fail to dispute and bring the unauthorised or incorrectly executed Transaction to our attention within 60 days from the date of the Transaction.
7.5 To the fullest extent permitted by Applicable Law, all warranties, conditions and terms that would otherwise be implied in this Agreement are hereby excluded and we make no representations or warranties, express or implied, with respect to merchantability, fitness for a particular purpose or non-infringement of the Service. We do not warrant or guarantee that the Business Account or the Service will always be available or operate error-free, or that any errors or omissions in the Service will be corrected.
7.6 Subject to Clause 7.5:
7.6.1 to the extent permitted by Applicable Law, our total liability arising under or in connection with this Agreement, whether arising in contract, negligence or otherwise, shall be limited to an amount equal to the total of (a) your then current WMV Balance and (b) any Fees you have paid to us during the 12 months immediately preceding your Claim;
7.6.2 neither party shall be liable to the other for any loss of profit, goodwill, reputation, business, business opportunity, data, or any special, indirect or consequential damage or loss of any kind whatsoever arising under or in connection with this Agreement; and
7.6.3 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under this Agreement as a result of an event beyond its reasonable control (“Force Majeure Event”).
7.7 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from its negligence, fraud or any other liability that cannot be excluded under Applicable Law.
8. Cancellation of this Agreement
If you are a sole trader, you may cancel this Agreement within 14 days after the day you agree to it by sending to us an email at support@wmv.vn stating that you wish to do so, in which case Clause 10 applies.
9. Termination of this Agreement
9.1 We may terminate this Agreement (in whole or in part) immediately by notice in writing if:
9.1.1 you breach the provisions of Clause 1.1 and/or Clause 5.1 of this Agreement; or
9.1.2 we determine, in our sole and absolute discretion, that the level of Claims or Refunds is unacceptable.
9.2 Subject to the provisions of Clause 9.3, either party may, at any time on a minimum of two months’ written notice to the other party, terminate this Agreement.
9.3 If you are not a Large Merchant or a Large Charity, you may terminate this Contract by giving us one month’s prior written notice.
9.4 Either party may terminate this Agreement (in whole or in part) immediately by notice in writing if:
9.4.1 the other party is in material breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within thirty (30) days after receiving written notice to do so; or
9.4.2 the other party in any jurisdiction enters into, applies for, or calls a meeting of members or creditors to consider a moratorium, administration, liquidation, or composition or arrangement with its creditors; or is the subject of appointment of a receiver, enforcement of security, distress, or execution of a judgment.
9.5 Wherever this Agreement confers a right on us to terminate this Agreement, we may choose to suspend the Service without prior notice to you. Such suspension shall not affect our ability to later terminate the Agreement. We will notify you if we exercise our rights under this Clause, the reasons for doing so and the procedure for rectifying any factual errors that led us to suspend the Service, unless we are prohibited from doing so under the Applicable Law. We may charge you the reasonable costs of any such notification.
9.6 If a Force Majeure Event prevents us from providing any of the Service for more than 4 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to you.
9.7 Termination of this Agreement shall not prejudice any of the parties' rights and remedies which have accrued as at the date of termination.
10. Obligations on Cancellation or Termination
10.1 On cancellation, termination or expiry of this Agreement for any reason:
10.1.1 each party shall pay to the other all amounts owed by it to the other party under or in connection with this Agreement;
10.1.2 we will Redeem any outstanding WMV Balance in accordance with Clause 2.4, subject to Clause 3.4;
10.1.3 any Clause reasonably intended to survive the termination or expiry of this Agreement shall do so; and
10.1.4 except to the extent required for the performance of its remaining obligations under this Agreement or compliance with Applicable Laws, each party shall promptly:
(a) return to the other party all documents and materials (and any copies) containing the other party's Confidential Information;
(b) erase all the other party's Confidential Information from its computer systems (to the extent possible); and
(c) on request, certify in writing to the other party that it has complied with the requirements of this Clause 10.1.4.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in the Service, as well as the Transaction Data in our computers and systems, shall vest and remain vested in us or our licensors.
11.2 Except as expressly provided in this Agreement, no rights or obligations in respect of a party's Intellectual Property Rights are granted to the other party, or are to be implied from this Agreement.
11.3 You hereby grant to us a royalty-free, non-exclusive, non-transferable, non-assignable (except where permitted under this Agreement) worldwide licence to use the Intellectual Property Rights owned by you (and your licensors) in the information provided by you to us to the extent that is necessary for us to perform our obligations and exercise our rights under this Agreement, including the right for us to publish your name and logo within and in connection with the Service to acknowledge you as a participant in the Service.
11.4 You must not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, translate, reverse engineer, decompile, disassemble, modify or otherwise exploit the Service or information or materials in which the Intellectual Property Rights are owned by us or a Business.
11.5 To the extent that the Service includes any software, computer program or code, including any application programming interfaces (“Our Software”), you agree:
11.5.1 not to copy or otherwise reproduce Our Software except where such copying is incidental to the use of Our Software in accordance with this Agreement, or where necessary for the purpose of back up or operational security;
11.5.2 not to sublicense, translate, merge, adapt, vary or modify Our Software, or any part of it;
11.5.3 not to make alterations to, or modifications of, Our Software or any part of it, or permit Our Software or any part of it, to be combined with, or become incorporated in, any other materials, programs or software;
11.5.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Our Software or attempt to do any such thing except to the extent that such actions cannot be prohibited under Applicable Law.
12. Confidentiality
Each party undertakes that it will not at any time during the Term and for a period of five years after termination or expiry, use, divulge or communicate to any person any information that it receives which is marked or otherwise indicated as being confidential concerning the business or affairs of the other party including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), provided that Confidential Information shall not include:
(a) information that was already lawfully in the possession of the receiving party free of any obligation of confidentiality;
(b) information that has previously become publicly available other than through the fault of the receiving party;
(c) information that is independently developed by the receiving party without accessing the Confidential Information; and
(d) information that is required to be disclosed under Applicable Law, court order or by any stock exchange or governmental or regulatory authority having applicable jurisdiction or for the purpose of any arbitral or judicial proceedings arising out of this Agreement.
13. Complaints Handling
13.1 If you wish to make a complaint about the Service, you can email us at support@wmv.vn, with brief details of your complaint and the email address associated with your Business Account.
13.2 We will acknowledge your complaint by email within 1 business day, then investigate and send you an initial response within five business days. If the complaint is not resolved by the end of the business day after the complaint is received, we will send you a copy of this complaints handling procedure.
13.3 If you are not satisfied by our response, you can email us at claim@wmv.vn, enclosing the responses already given to you. That email will then be referred to our Managing Director for a final response within five business days.
13.4 Within four weeks after receiving a complaint, we will send you either a final response or a response which explains why we are not in a position to resolve the complaint and indicates when we will make further contact.
14. Assignment and Sub-contracting
14.1 You may not assign or transfer or sub-contract any of your rights, benefits or obligations under this Agreement.
14.2 We may assign and transfer its rights and obligations under this Agreement to:
14.2.1 any person to which we transfer the part of our business to which this Agreement relates; and
14.2.2 we may sub-contract the performance of any of our obligations under this Agreement to any party, subject to compliance with Applicable Law.
14.3 If we assign or transfer any of our rights or obligations under this Agreement, we will promptly notify you.
15. Notices and communication
This contract is in Vietnamese and we shall communicate with you in Vietnamese. Any translation into another language shall be for information purposes only and for the purpose of the interpretation of this Agreement the Vietnamese language version shall prevail. Any notice or other communication required to be given to a party under or in connection with this Agreement shall be sent:
(a) to us by e-mail at support@wmv.vn; or
(b) to you via your Business Account or by email to the address given by you in your Business Account.
Any notice or other communication shall be deemed to have been duly received the next business day following the notice being communicated.
17. Waiver
A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided under Applicable Law. No failure or delay by a party in exercising any right or remedy under this Agreement or under Applicable Law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.
18. Severance
If a court or any other competent authority finds that any provision of this Agreement is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. No partnership
Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20. Third parties
This Agreement is not intended to confer any benefit on any person who is not a party to it, and a person who is not a party to this Agreement has no right under the Agreements
21. Anti-Corruption
Each party shall at all times in its dealings with the other comply, and shall ensure that its personnel comply, with all Applicable Law related to bribery and corruption.
22. Definitions
In this Agreement:
Account Access Codes - password, log-in details and other access codes and any security information relating to your Business Account;
Applicable Law - means the Electronic Money Regulations 2011, the Payment Services Regulations 2009, the Money Laundering Regulations 2007 and any other statute, regulation and related guidance that applies to the Service or the activities in connection with which the Service is used;
Business - means a person or other legal entity which is permitted to accept WMV as payment for the supply of its goods or services;
Business Account -means a Business’s WMV account in our systems;
Business Day - means a Business’s WMV account in our systems; means any day other than a Saturday or a Sunday or a public or bank holiday in Viet Nam;
Claims - means complaints, disputes, actions, demands, claims, proceedings, losses, damages or other liability of any kind;
Consumer - means an individual we have registered for a Personal Account;
Control (including the terms "controlled by" and "under common control with") - means the direct or indirect ownership or control of more than 50% of the voting rights or shares in a corporation or other body corporate;
Electronic money - has the meaning given to it in the Electronic Money Regulations 2011;
Fees - means the fees and charges listed in Schedule 2;
Intellectual Property Rights - means patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered includes registrations and applications for registration;
Personal Account - means a Consumer’s WMV account in our systems;
Personal Data- has the meaning given to it in the Data Protection Act 1998;
Service- means the service described in Clause 1.1;
Transaction - means a Payment, Refund, Transfer or a Redemption, as defined in Clause 1;
Transaction Data - means the data relating to each Transaction;
Transaction Limit - means a limit on the type or volumes of Transactions, for example, a maximum total value of all Transactions in respect of any specified period of time or a monetary limit (of which we notify you) above which you must obtain our authorisation prior to completing a Transaction - for current Transaction Limits see Schedule 1 of this Agreement;
WMV - means electronic money issued by us; equivalent VND, rate 1WMV=1VND
WMV Balance - means the current balance of WMV in your Business Account;
SCHEDULE 1
Transaction Limits & Required Documents
Transaction Limits: No limits
Required Documents:
1) User Details and Age Restrictions for Legal Entities
1.1) The Legal Entities access to the WMV purses must provide:
- The name of corporation;
- Business fields;
- Registration Certificate Number;
- Tax code;
- The name of the director or authorized person;
- Identity card or Passport of the director or authorized person
- Full residential address, phone number;
- Email address, website (if any)
- Bank account number, the name of bank and branch where the bank account was opened
- Submit scanned copies or photo of the documents as below:
+ Registration Certificate
+ Identity card or Passport of the Director or authorized person
+ Power of Attorney (confirmation of the authority of the account signatory, if the signatory is not a company director)
+ Proof of Residential Address, e.g. bank statement or utility bill, no older than 3 months
1.2) Director or authorized person or a foreigner must be at least 18 years old and have full civil legal capacity and civil act capacity;
2) User Details and Age Restrictions for sole traders
2.1) The Legal Entities access to the WMV purses must provide:
- The name of sole traders;
- Business fields;
- Registration Certificate Number (if any);
- Tax code (if any);
- The name of the owner or authorized person;
- Identity card or Passport of the owner or authorized person;
- Full residential address, phone number;
- Email address, website (if any);
- Bank account number, the name of bank and branch where the bank account was opened;
- Submit scanned copies or photo of the documents as below:
+ Registration Certificate (if any)
+ Identity card or Passport of the Director or authorized person;
+ Proof of Residential Address, e.g. bank statement or utility bill, no older than 3 months.
2.2) Sole Traders or representatives are citizens or foreigners must be at least 18 years old and have full civil legal capacity and civil act capacity;
These terms and conditions (“Agreement”) govern the supply of the Service operated by WebMoney (“we”, “us”, “our”) to a person or entity whose application to register for one of our Business Accounts is accepted by us (“you”, “your”).
Capitalised terms that are not defined where they appear in this Agreement have the meaning given to them in Clause 22 below. The term of this Agreement (“Term”) shall start on the date you agree it when registering for a Business Account and, if we accept your application, this Agreement shall continue unless cancelled by you under Clause 8 or terminated by you or us under Clause 9.
In addition to this Agreement, you agree to the terms of our Privacy Policy and Cookie Policy. You consent to us obtaining your personal details from the WebMoney Transfer system, as may be necessary for us to set up your account and the other purposes listed in our Privacy Policy; and you consent to WM Transfer Ltd. sharing your personal data with us for these purposes.
If your annual turnover and/or annual balance sheet total exceeds 50 billions VND and you have at least ten (10) employees (a “Large Business”), or you are a charity with annual income of 20 billions VND or more (a “Large Charity”), you:
(a) confirm that you are not a consumer, micro-enterprise or a charity within the meaning of the Payment Service Regulations 2009 (“PSRs”);
(b) agree that none of the provisions of Part 5 of the PSRs applies to this Agreement; and
(c) agree that regulations 54(1), 55(2), 60, 62, 63, 64, 67, 75, 76 and 77 of the PSRs do not apply to this Agreement.
Please read this Agreement and download a copy for your records before using the Service. Please note that we may change this Agreement on 2 months’ notice to you from time to time without liability. We will post any changes on this page and notify you in your Business Account and/or by email. You may terminate this Agreement immediately and without charge before the proposed changes take effect, otherwise you shall be deemed to have accepted such changes when the 2 months’ notice expires.
1. Your Business Account
1.1 As further described in Clause 2, the Service enables you to:
1.1.1 Purchase WMV;
1.1.2 Receive payment in WMV for your supply of goods or services to a Consumer (“Payment”);
1.1.3 Make a refund of WMV in relation to a Payment made to you (“Refund”);
1.1.4 make or receive a transfer of WMV to or from another Consumer or Business (“Transfer”); and
1.1.5 Exchange your WMV for an equivalent amount of funds in the same currency in which your WMV was denominated (“Redeem” and “Redemption” shall be construed accordingly),provided that you comply with all Applicable Law and do not use the Service for any of the prohibited purposes listed on the Service from time to time, including the sale of unlawful images or age-restricted goods or services to persons under the age of 18 or otherwise use the Service in ways that might damage our reputation or goodwill.
1.2 Your WMV Balance does not earn interest and is guaranteed by VND deposits at local banks
1.3 To be eligible for a Business Account, you must be:
1.3.1 A sole trader who is at least 18 years old and acting in the course of a profession, trade or business; or
1.3.2 a company or a partnership
1.4 To guard against fraud, we may notify you of one or more Transaction Limit(s) from time to time that you must not exceed without our prior written consent.
1.5 You can access your details of your Transaction Data and other information relating to you and your use of the Service by logging into your Business Account. You agree that we are not required to send you statements, either in the post or electronically.
1.6 The records kept in the Service shall be conclusive of the facts and matters they purport to record. We reserve the right to correct the balance of your Business Account if we believe that an administrative error, or an error in billing or accounting has occurred.
2. WMV Transactions
2.1 You can purchase WMV by using one of the payment methods specified in your Business Account. You acknowledge and agree that your purchase of WMV is a separate transaction from any Payment or Transfer that you make using that WMV.
2.2 When you initiate a Refund or Transfer, and you have a sufficient WMV Balance to fund the Refund or Transfer, we will debit your Business Account for the amount of the Refund or Transfer and immediately credit that amount to the relevant Business Account or Personal Account (as the case may be).
2.3 When a Consumer initiates a Payment, or another Consumer or Business initiates a Transfer to your Business Account, and they have a sufficient WMV Balance to cover that Payment or Transfer, we debit their Consumer Account or Business Account (as the case may be) for the amount of the Payment or Transfer and immediately credit that amount of WMV to your Business Account.
2.4 You may Redeem all or part of your WMV Balance by any of the relevant methods specified on the Service from time to time, which may be subject to you satisfying additional checks that we may be required to make under Applicable Law.
2.5 We may suspend the processing of any Transaction where we reasonably believe the Transaction may be fraudulent, prohibited under Applicable Law or involves any criminal activity. Any Transaction request that we lawfully refuse to process will not be deemed to have been received for purposes of execution times and liability for non-execution or defective execution. We will notify you if we exercise our rights under this Clause, the reasons for doing so and the procedure for rectifying any factual errors that led us to suspend the processing of the Transaction, unless we are prohibited from doing so under the Applicable Law. We may charge you the reasonable costs of any such notification.
2.6 You must establish and maintain procedures and security features to try to prevent unauthorised access, unlawful processing, accidental loss or destruction of, or damage to any Personal Data contained in Transaction Data made available to you under this Agreement.
2.7 Subject to the provisions limiting our liability under Clause 7 below, in order to reclaim an unauthorised or incorrectly executed Refund or Transfer on your Business Account, you must notify us without undue delay after becoming aware of such a Transaction by email to support@wmv.vn:
2.7.1 If you are a Large Business or Large Charity, no later than sixty (60) days after the debit date of the Transaction; or
2.7.2 If you are not a Large Business or Large Charity, no later than thirteen (13) months after the debit date of the Transaction.
2.8 We shall be liable for any chargebacks initiated by Consumers in relation to their purchase of WMV using a payment card, (but not in relation to their purchases from you using the WMV they have purchased), provided that you give us such information and assistance as we reasonably request to challenge or dispute any such chargebacks.
2.9 You may enquire about the processing of any Transaction by emailing us at support@wmv.vn.
2.10 In addition, you agree to maintain any minimum balance in your Business Account in such amount as we may estimate to be sufficient to cover anticipated Refunds or Claims.
2.11 You also agree to procure, within 14 days after our written notice to do so, a guarantee, insurance policy or other security interest in our favour in such form and over such assets as we may reasonably require to secure the performance of your obligations under this Agreement.
2.12 You shall:
2.12.1 Cooperate with us and provide to us all information that we shall reasonably require to enable us to provide the Service;
2.12.2 Display the ability to accept Payments in a manner consistent with our brand guidelines, as communicated to you from time to time;
2.12.3 Comply with all your legal, regulatory and contractual obligations to Consumers in respect of all Payments, Refunds and Transfers;
2.12.4 Only accept Payments from and/or make Refunds to Consumers in connection with goods and/or services which you have lawfully sold and supplied to those Consumers in the ordinary course of the business identified to us when you applied to use the Service;
2.12.5 refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation or goodwill.
3. Claims
3.1 Except as expressly provided in this Agreement, each Business shall be solely responsible for all Claims relating to the supply of any goods or services to you by that Business, and it is the Business’s responsibility and not ours, to resolve any Claim.
3.2 We do not control or assume liability for the legality, quality, fitness for purpose or use of the goods and services that are paid for using the Service. We do not guarantee the identity of any Business or Consumer, or that a Business will make Refunds due and payable to you. However, we may stop, block or suspend any Transaction:
3.2.1 If we believe or suspect that the Transaction is or was not authorized or is unlawful, suspicious, or in breach of this Agreement; or
3.2.2 If the Transaction is reversed by a court, regulatory authority or other third party acting in accordance with Applicable Law.
3.3 We shall be responsible for resolving any Claim by you in relation to your Business Account, including any Claim in relation to your purchase of WMV or your initiation of a Transaction through the Service.
3.4 Without prejudice to any other rights or remedies we may have in respect of:
3.4.1 Any costs we reasonably incur in respect of Claims relating to you; and
3.4.2 Any amounts reasonably required to cover any sum due to us from you under this Agreement,
We may in our sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any payment due to you under this Agreement or send you an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.
3.5 We may, from time to time, reasonably request you to provide copies of Transaction Data, in which event you shall provide such copies to us within seven (7) days of such request being received.
3.6 Upon our request, you shall:
3.6.1 Disclose to us such information as we reasonably require relating to the performance of the Services or obligations under this Agreement or Applicable Law; and
3.6.2 Take all reasonable steps to assist us in handling any Claim or query raised by a Consumer or any other third party in relation to the Services or any Transaction.
3.7 You shall advise us in writing as soon as you become aware of any act, omission or error which does or may:
3.7.1 Cause material loss or damage to us (including damage to our reputation); or
3.7.2 Adversely affect your ability to perform your obligations under the Agreement;
3.7.3 Actual or suspected violation or compromise of the security or integrity of any Transaction Data or any other information relating to the Service or any of our Confidential Information at any time obtained or held by you;
3.7.4 Material change in the nature of your business or in the goods and/or services supplied to your customers or of any additional business commenced by you or of your cessation of business; and/or
3.7.5 change of your Control, or any proposed or reasonably anticipated change of your Control.
4. Fees and Taxes
4.1 In consideration of us supplying the Service to you, you shall pay to us the Fees specified in Schedule 2 in accordance with the settlement process also specified in Schedule 2. While VAT does not currently apply to the Service or Fees, the Fees are exclusive of amounts in respect of any VAT that might apply in future, for which you would be liable.
4.2 We are not responsible for determining whether any value added tax, sales tax or any other tax applies to your sales or WMV receipts, or for collecting, reporting or remitting any such taxes.
5. The Security of your Business Account
5.1 You must take reasonable steps to keep your Account Access Codes safe and prevent fraudulent use of your Business Account (and must ensure that any person to whom you disclose your Account Access Codes takes the same reasonable steps). Those steps include keeping your Account Access Codes confidential and secure from unauthorised individuals, not writing down any item of personal data and Account Access Codes together and taking reasonable care to ensure that you are not observed or overheard when using your Account Access Codes. You will immediately terminate the access rights of any of your authorised users who ceases to act in an authorised capacity on your behalf for any reason, including, for example, because of a change in employment status.
5.2 You shall be solely responsible for creating an appropriately strong password within your Account Access Codes and for updating it from time to time.
5.3 You are responsible for the use of your Account Access Codes by any other person whom you have allowed to access them, subject to Clauses 5.4 and 5.5.
5.4 You must inform us without undue delay by email to support@wmv.vn on becoming aware of the loss, theft, misappropriation or unauthorised use of your Account Access Codes or if you believe an unauthorized person knows your Account Access Codes or can use the Service by impersonating you.
5.5 As long as the correct Account Access Codes are entered when your Business Account is accessed and you have not notified us of a problem with your Account Access Codes under Clause 5.4:
5.5.1 We will assume that you are the person accessing your Business Account and you will be liable for its use,
5.5.2 You will be responsible for any instruction which we receive and act on, even if it was not given by you; and
5.5.3 We will not be responsible for any unauthorised access to your Business Account or the information within it.
5.6 Provided that you have not breached the other terms contained in this Clause 5, we will accept liability for any loss or damage to you resulting directly from any unauthorised access to Business Account (subject to the limits on our liability in Clause 7 of this Agreement).
5.7 We can refuse to act or process any Transaction if we consider in our sole and absolute discretion that any instruction:
5.7.1 Is unclear, was not given by you or might cause us to breach any legal requirement or duty; and/or
5.7.2 we believe your Business Account or the Service is being used for fraud or any illegal purpose.
5.8 Except as expressly stated in this Agreement, you are solely responsible, for compiling and retaining your own record of all Transactions and other data associated with your use of the Service and your Business Account. After the termination or expiry of this Agreement, we shall have no obligation to you to operate your Business Account or retain copies or provide you with access to any data from it.
5.9 You are solely responsible at your own expense for the provision of all equipment, software, systems and telecommunications facilities necessary for you to access, receive and use the Service.
6. Warranties, Representations and Indemnities
6.1 You warrant and represent to us that:
6.1.1 All the information that you provide to us is true, complete and accurate and you will keep all such information up to date during the Term;
6.1.2 you will only use the Service for your own purposes and not on behalf of any third party;
6.1.3 you will comply with all Applicable Law when using the Service;
6.1.4 You will not attempt any unauthorized access to or otherwise interfere with the Service or any Business Account or Personal Account;
6.1.5 you will comply with all your contractual obligations and obligations under Applicable Law in relation to your sales of goods and services to Consumers.
6.2 You shall indemnify and hold us harmless from and against any and all Claims brought against us by a Consumer or other third party, or which we may suffer or incur, to the extent such Claims arise out of or in consequence of or in connection with:
6.2.1 a Transaction;
6.2.2 a Claim;
6.2.3 any security breach in relation to your systems, or compromise or theft of data (including Personal Data and/or Transaction Data) held by you or on your behalf;
6.2.4 any breach by you of any warranty given under this Agreement;
6.2.5 a failure by you to comply with the requirements of Applicable Law; and
6.2.6 any reasonable steps taken in the protection of our interests in connection with:
(a) any actual security breach or a security breach relating to any Transaction or Transaction Data;
(b) any breach of the requirements of Applicable Law; or
(c) any allegation of fraud made in relation to you or your business,
except, if and to the extent such Claim is caused by our negligence, breach of contract or wilful misconduct.
6.3 We shall indemnify and hold you indemnified from and against all losses, liabilities, damages, costs, claims and expenses (including reasonable legal fees and expenses) which you may suffer or incur to any third party in connection with:
6.3.1 any actual security breach relating to Personal Data or Transaction Data; or
6.3.2 the requirements of a Regulatory Authority or Applicable Law,
which is attributable to our negligence, breach of contract or wilful misconduct, except if and to the extent caused by or contributed to by your negligence, breach of contract or wilful misconduct.
7. Limitation of Liability
7.1 This Clause 7 sets out the entire liability of each party to the other for any breach of this Agreement and any representation, statement or tortious act or omission (including negligence) by each party arising under or in connection with it.
7.2 Subject to the provisions of Clause 7.3 or 7.4 (as the case may be), in case of an unauthorised Transaction or a Transaction that was incorrectly executed due to an error by us, we shall at your request immediately refund the payment amount including all related Fees deducted therefrom.
7.3 If you are not a Large Business or a Large Charity, the provisions of Clause 7.2 shall not apply:
7.3.1 where an unauthorised Transaction arises from your failure to keep your Account Access Codes secure in accordance with Clause 5.1, in which case you shall remain liable for the first 01 million WMV (or equivalent in 01 million VND) unless:
(a) you compromised the security of your Business Account with intent or gross negligence, in which case you shall be solely liable for all losses;
(b) the unauthorized Payment occurred after you had notified us of the fact that your Account Access Codes had been lost or compromised,
in which case we shall remain liable from the date of such notification and refund immediately to you the amount of any subsequent unauthorised Transaction using the compromised Account Access Codes;
7.3.2 if you fail to give us a notice in accordance with Clause 5.4, in which case you shall remain liable for losses incurred up to the time of any later notification to us;
7.3.3 if you fail to notify us that you dispute an unauthorised or incorrectly executed Transaction within 13 months after the date of that Transaction.
7.4 If you are a Large Business or a Large Charity, the provisions of Clause 7.2 shall not apply:
7.4.1 where the unauthorised Transaction arises from:
(a) your failure to keep your Account Access Codes safe in accordance with this Agreement; or
(b) any breach of this Agreement by you, or your negligence or wilful misconduct;
7.4.2 if you fail to notify us without undue delay of any loss of your Account Access Codes or other event that could reasonably be expected to have compromised the security of your Business Account when you become aware of such event; or
7.4.3 if you fail to dispute and bring the unauthorised or incorrectly executed Transaction to our attention within 60 days from the date of the Transaction.
7.5 To the fullest extent permitted by Applicable Law, all warranties, conditions and terms that would otherwise be implied in this Agreement are hereby excluded and we make no representations or warranties, express or implied, with respect to merchantability, fitness for a particular purpose or non-infringement of the Service. We do not warrant or guarantee that the Business Account or the Service will always be available or operate error-free, or that any errors or omissions in the Service will be corrected.
7.6 Subject to Clause 7.5:
7.6.1 to the extent permitted by Applicable Law, our total liability arising under or in connection with this Agreement, whether arising in contract, negligence or otherwise, shall be limited to an amount equal to the total of (a) your then current WMV Balance and (b) any Fees you have paid to us during the 12 months immediately preceding your Claim;
7.6.2 neither party shall be liable to the other for any loss of profit, goodwill, reputation, business, business opportunity, data, or any special, indirect or consequential damage or loss of any kind whatsoever arising under or in connection with this Agreement; and
7.6.3 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under this Agreement as a result of an event beyond its reasonable control (“Force Majeure Event”).
7.7 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from its negligence, fraud or any other liability that cannot be excluded under Applicable Law.
8. Cancellation of this Agreement
If you are a sole trader, you may cancel this Agreement within 14 days after the day you agree to it by sending to us an email at support@wmv.vn stating that you wish to do so, in which case Clause 10 applies.
9. Termination of this Agreement
9.1 We may terminate this Agreement (in whole or in part) immediately by notice in writing if:
9.1.1 you breach the provisions of Clause 1.1 and/or Clause 5.1 of this Agreement; or
9.1.2 we determine, in our sole and absolute discretion, that the level of Claims or Refunds is unacceptable.
9.2 Subject to the provisions of Clause 9.3, either party may, at any time on a minimum of two months’ written notice to the other party, terminate this Agreement.
9.3 If you are not a Large Merchant or a Large Charity, you may terminate this Contract by giving us one month’s prior written notice.
9.4 Either party may terminate this Agreement (in whole or in part) immediately by notice in writing if:
9.4.1 the other party is in material breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within thirty (30) days after receiving written notice to do so; or
9.4.2 the other party in any jurisdiction enters into, applies for, or calls a meeting of members or creditors to consider a moratorium, administration, liquidation, or composition or arrangement with its creditors; or is the subject of appointment of a receiver, enforcement of security, distress, or execution of a judgment.
9.5 Wherever this Agreement confers a right on us to terminate this Agreement, we may choose to suspend the Service without prior notice to you. Such suspension shall not affect our ability to later terminate the Agreement. We will notify you if we exercise our rights under this Clause, the reasons for doing so and the procedure for rectifying any factual errors that led us to suspend the Service, unless we are prohibited from doing so under the Applicable Law. We may charge you the reasonable costs of any such notification.
9.6 If a Force Majeure Event prevents us from providing any of the Service for more than 4 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to you.
9.7 Termination of this Agreement shall not prejudice any of the parties' rights and remedies which have accrued as at the date of termination.
10. Obligations on Cancellation or Termination
10.1 On cancellation, termination or expiry of this Agreement for any reason:
10.1.1 each party shall pay to the other all amounts owed by it to the other party under or in connection with this Agreement;
10.1.2 we will Redeem any outstanding WMV Balance in accordance with Clause 2.4, subject to Clause 3.4;
10.1.3 any Clause reasonably intended to survive the termination or expiry of this Agreement shall do so; and
10.1.4 except to the extent required for the performance of its remaining obligations under this Agreement or compliance with Applicable Laws, each party shall promptly:
(a) return to the other party all documents and materials (and any copies) containing the other party's Confidential Information;
(b) erase all the other party's Confidential Information from its computer systems (to the extent possible); and
(c) on request, certify in writing to the other party that it has complied with the requirements of this Clause 10.1.4.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in the Service, as well as the Transaction Data in our computers and systems, shall vest and remain vested in us or our licensors.
11.2 Except as expressly provided in this Agreement, no rights or obligations in respect of a party's Intellectual Property Rights are granted to the other party, or are to be implied from this Agreement.
11.3 You hereby grant to us a royalty-free, non-exclusive, non-transferable, non-assignable (except where permitted under this Agreement) worldwide licence to use the Intellectual Property Rights owned by you (and your licensors) in the information provided by you to us to the extent that is necessary for us to perform our obligations and exercise our rights under this Agreement, including the right for us to publish your name and logo within and in connection with the Service to acknowledge you as a participant in the Service.
11.4 You must not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, translate, reverse engineer, decompile, disassemble, modify or otherwise exploit the Service or information or materials in which the Intellectual Property Rights are owned by us or a Business.
11.5 To the extent that the Service includes any software, computer program or code, including any application programming interfaces (“Our Software”), you agree:
11.5.1 not to copy or otherwise reproduce Our Software except where such copying is incidental to the use of Our Software in accordance with this Agreement, or where necessary for the purpose of back up or operational security;
11.5.2 not to sublicense, translate, merge, adapt, vary or modify Our Software, or any part of it;
11.5.3 not to make alterations to, or modifications of, Our Software or any part of it, or permit Our Software or any part of it, to be combined with, or become incorporated in, any other materials, programs or software;
11.5.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Our Software or attempt to do any such thing except to the extent that such actions cannot be prohibited under Applicable Law.
12. Confidentiality
Each party undertakes that it will not at any time during the Term and for a period of five years after termination or expiry, use, divulge or communicate to any person any information that it receives which is marked or otherwise indicated as being confidential concerning the business or affairs of the other party including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), provided that Confidential Information shall not include:
(a) information that was already lawfully in the possession of the receiving party free of any obligation of confidentiality;
(b) information that has previously become publicly available other than through the fault of the receiving party;
(c) information that is independently developed by the receiving party without accessing the Confidential Information; and
(d) information that is required to be disclosed under Applicable Law, court order or by any stock exchange or governmental or regulatory authority having applicable jurisdiction or for the purpose of any arbitral or judicial proceedings arising out of this Agreement.
13. Complaints Handling
13.1 If you wish to make a complaint about the Service, you can email us at support@wmv.vn, with brief details of your complaint and the email address associated with your Business Account.
13.2 We will acknowledge your complaint by email within 1 business day, then investigate and send you an initial response within five business days. If the complaint is not resolved by the end of the business day after the complaint is received, we will send you a copy of this complaints handling procedure.
13.3 If you are not satisfied by our response, you can email us at claim@wmv.vn, enclosing the responses already given to you. That email will then be referred to our Managing Director for a final response within five business days.
13.4 Within four weeks after receiving a complaint, we will send you either a final response or a response which explains why we are not in a position to resolve the complaint and indicates when we will make further contact.
14. Assignment and Sub-contracting
14.1 You may not assign or transfer or sub-contract any of your rights, benefits or obligations under this Agreement.
14.2 We may assign and transfer its rights and obligations under this Agreement to:
14.2.1 any person to which we transfer the part of our business to which this Agreement relates; and
14.2.2 we may sub-contract the performance of any of our obligations under this Agreement to any party, subject to compliance with Applicable Law.
14.3 If we assign or transfer any of our rights or obligations under this Agreement, we will promptly notify you.
15. Notices and communication
This contract is in Vietnamese and we shall communicate with you in Vietnamese. Any translation into another language shall be for information purposes only and for the purpose of the interpretation of this Agreement the Vietnamese language version shall prevail. Any notice or other communication required to be given to a party under or in connection with this Agreement shall be sent:
(a) to us by e-mail at support@wmv.vn; or
(b) to you via your Business Account or by email to the address given by you in your Business Account.
Any notice or other communication shall be deemed to have been duly received the next business day following the notice being communicated.
17. Waiver
A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided under Applicable Law. No failure or delay by a party in exercising any right or remedy under this Agreement or under Applicable Law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.
18. Severance
If a court or any other competent authority finds that any provision of this Agreement is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. No partnership
Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20. Third parties
This Agreement is not intended to confer any benefit on any person who is not a party to it, and a person who is not a party to this Agreement has no right under the Agreements
21. Anti-Corruption
Each party shall at all times in its dealings with the other comply, and shall ensure that its personnel comply, with all Applicable Law related to bribery and corruption.
22. Definitions
In this Agreement:
Account Access Codes - password, log-in details and other access codes and any security information relating to your Business Account;
Applicable Law - means the Electronic Money Regulations 2011, the Payment Services Regulations 2009, the Money Laundering Regulations 2007 and any other statute, regulation and related guidance that applies to the Service or the activities in connection with which the Service is used;
Business - means a person or other legal entity which is permitted to accept WMV as payment for the supply of its goods or services;
Business Account -means a Business’s WMV account in our systems;
Business Day - means a Business’s WMV account in our systems; means any day other than a Saturday or a Sunday or a public or bank holiday in Viet Nam;
Claims - means complaints, disputes, actions, demands, claims, proceedings, losses, damages or other liability of any kind;
Consumer - means an individual we have registered for a Personal Account;
Control (including the terms "controlled by" and "under common control with") - means the direct or indirect ownership or control of more than 50% of the voting rights or shares in a corporation or other body corporate;
Electronic money - has the meaning given to it in the Electronic Money Regulations 2011;
Fees - means the fees and charges listed in Schedule 2;
Intellectual Property Rights - means patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered includes registrations and applications for registration;
Personal Account - means a Consumer’s WMV account in our systems;
Personal Data- has the meaning given to it in the Data Protection Act 1998;
Service- means the service described in Clause 1.1;
Transaction - means a Payment, Refund, Transfer or a Redemption, as defined in Clause 1;
Transaction Data - means the data relating to each Transaction;
Transaction Limit - means a limit on the type or volumes of Transactions, for example, a maximum total value of all Transactions in respect of any specified period of time or a monetary limit (of which we notify you) above which you must obtain our authorisation prior to completing a Transaction - for current Transaction Limits see Schedule 1 of this Agreement;
WMV - means electronic money issued by us; equivalent VND, rate 1WMV=1VND
WMV Balance - means the current balance of WMV in your Business Account;
SCHEDULE 1
Transaction Limits & Required Documents
Transaction Limits: No limits
Required Documents:
1) User Details and Age Restrictions for Legal Entities
1.1) The Legal Entities access to the WMV purses must provide:
- The name of corporation;
- Business fields;
- Registration Certificate Number;
- Tax code;
- The name of the director or authorized person;
- Identity card or Passport of the director or authorized person
- Full residential address, phone number;
- Email address, website (if any)
- Bank account number, the name of bank and branch where the bank account was opened
- Submit scanned copies or photo of the documents as below:
+ Registration Certificate
+ Identity card or Passport of the Director or authorized person
+ Power of Attorney (confirmation of the authority of the account signatory, if the signatory is not a company director)
+ Proof of Residential Address, e.g. bank statement or utility bill, no older than 3 months
1.2) Director or authorized person or a foreigner must be at least 18 years old and have full civil legal capacity and civil act capacity;
2) User Details and Age Restrictions for sole traders
2.1) The Legal Entities access to the WMV purses must provide:
- The name of sole traders;
- Business fields;
- Registration Certificate Number (if any);
- Tax code (if any);
- The name of the owner or authorized person;
- Identity card or Passport of the owner or authorized person;
- Full residential address, phone number;
- Email address, website (if any);
- Bank account number, the name of bank and branch where the bank account was opened;
- Submit scanned copies or photo of the documents as below:
+ Registration Certificate (if any)
+ Identity card or Passport of the Director or authorized person;
+ Proof of Residential Address, e.g. bank statement or utility bill, no older than 3 months.
2.2) Sole Traders or representatives are citizens or foreigners must be at least 18 years old and have full civil legal capacity and civil act capacity;