NeroPAY Payment Services and General Terms and Conditions
Effective Date: 20.09.2024
This Agreement sets forth the terms and conditions (“Terms”) that apply to your use of the payment, ePOS, wallet system, TV & Digital Menu Board, and related services provided by NeroPAY, a trading name of Nero Panda LTD (“we”, “our”, or “us”). By accessing or using our services (“Services”), you agree to comply with these Terms, as well as any additional terms specific to the Services you use.
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1. Account Creation and Management
– To access NeroPAY’s Services, you must register for an account at [https://manage.neropay.co.uk](https://manage.neropay.co.uk). You are responsible for providing accurate information and ensuring the security of your account credentials.
– You agree that NeroPAY may, at its discretion, modify or update your account limits, transfer limits, and other operational features based on transaction history or usage.
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2. Services Overview
NeroPAY offers a variety of services including:
– Card Terminal Services
– Manual Card Payment Services
– API Online Payment Services for eCommerce
– Money Transfer Services (Instant or Standard 1-2 Business Days)
– ePOS System and Products
– TV & Digital Menu Board Services
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3. Pricing and Fees
NeroPAY reserves the right to set custom fees based on the merchant’s volume and usage, including:
– Card Terminal Transaction Fees (0.70% to 10%)
– Manual Card Payment Fees
– API Online Payment Fees: Based on transaction volume and merchant agreement.
– Money Transfer Fees: Instant and standard transfer fees differ by merchant.
– Security Authorization Fees: Ranges between 0.25p to 0.99p per transaction, based on volume.
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4. Card Terminal Services
– Device Provision: NeroPAY will provide card terminals or other devices. These devices must be returned in the same condition, with all original packaging, cables, and accessories, or the merchant will be charged for replacements.
– Device Returns: Merchants must return any device provided by NeroPAY within the specified time frame and in the original condition. Failure to do so will result in charges.
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5. Manual Card Payment (Phone Orders)
Merchants may manually input card information for remote or phone orders. Any liability for manual transaction errors rests solely with the merchant.
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6. API Online Payment Services
NeroPAY offers API integration for eCommerce websites. Merchants are responsible for implementing, maintaining, and ensuring the security of API connections.
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7. Money Transfer Services
-Instant Transfers: Instant Transfers allow you to transfer your balance outside of the normal payout schedule. The terms and conditions for using this service are outlined below:
a. Instant Transfer Definition:
Instant Transfer is a feature that allows you to request your available balance to be sent to your linked bank account outside of the standard Business Day Payout Schedule. By using this feature, you agree to the terms outlined here as well as those specified in NeroPAY’s General Terms and Payment Terms. Any inconsistency between the Payment Terms and these Instant Transfer terms will default to the latter when using this feature.
b. Authorisations:
When you request an Instant Transfer from your NeroPAY Account, you authorise NeroPAY to deduct the Instant Transfer Fees from your balance before transferring the remaining amount to your linked bank account. The standard processing fees still apply for each transaction processed.
c. Instant Transfer Fees:
The fees for Instant Transfers may vary depending on the merchant or user, transaction volume, and other factors. NeroPAY reserves the right to set custom Instant Transfer fees based on individual agreements. Fees are automatically deducted before payout and are applied at the time of transfer initiation. These fees are non-refundable and may differ based on the negotiated terms.
d. Prerequisites for Using Instant Transfer:
To use this feature, you must:
- Have a UK bank account linked to your NeroPAY Account.Ensure your bank can accept funds through the Faster Payments Scheme.Be in good standing as a NeroPAY Merchant or User.Have processed card transactions consistently for at least seven consecutive days.
e. Payout Schedule and Transfer Timing:
Once initiated, NeroPAY will process Instant Transfer requests promptly. In most cases, funds will reach your bank account within 1-2 hours, but in rare cases, the process may take up to 24 hours. Timing may vary depending on your bank and payment network’s processing capabilities.
– Standard Transfers: Funds can be transferred within 1-2 business days, with applicable fees depending on merchant-specific agreements.
– Transfer Limits: NeroPAY reserves the right to impose minimum and maximum transfer limits, which may be adjusted automatically or manually based on account activity.
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8. TV & Digital Menu Board Services
– Pricing: Includes design and shipping. Design fees are non-refundable, as these are customized for each customer.
– Warranty: Digital Menu products come with a manufacturer’s warranty. Any issues with the product should be reported directly to the manufacturer.
– Return Policy: The product may be returned within 48 hours if a valid reason (e.g., damaged product, incorrect size, missing accessories) is provided. The shipping cost for the return is the responsibility of the customer.
– Non-Refundable Services: Video, graphic, or design services are non-refundable. Any custom design work is fully paid and is not subject to refund.
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9. ePOS System & Physical Products Delivery
– Customer Responsibility: Upon delivery, customers must inspect the products. Any visible damage should be reported immediately, and the delivery should be refused if the product is visibly damaged.
– Delivery Timing: NeroPAY will make every reasonable effort to deliver goods by the specified date, but will not be held liable for delays caused by external factors.
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10. ePOS System Warranty
– Coverage: NeroPAY provides a 1-year “reverse it” warranty for hardware only, subject to a valid support contract. Software or customer-induced issues are not covered under warranty.
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11. ePOS Out-of-Warranty
– Repair Charges: If the warranty has lapsed or the issue falls under an exclusion, NeroPAY will provide a cost estimate for repairs, which must be approved and paid before work commences.
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12. Responsibilities of the Customer
– Backups: Customers are responsible for regularly backing up data, as NeroPAY is not liable for any data loss during maintenance.
– System Protection: The customer is responsible for ensuring adequate virus protection for all system components.
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13. ePOS System Returns
– Non-Refundable Fees: EPOS systems and related software sales are excluded from the returns policy due to the high costs of configuration and personalization.
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14. ePOS System Installation and Setup
– Basic Configuration: NeroPAY will provide basic setup for ePOS systems, but advanced configurations, product entry, and on-site support are not included unless separately agreed.
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15. ePOS System Terms of Sale
The sale of ePOS systems is governed by these Terms. Any variations must be agreed in writing by authorized representatives of both parties.
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16. ePOS System Collections
Any products collected by NeroPAY couriers are the customer’s responsibility during transit. Damage to products will be charged to the customer.
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17. ePOS Warranty Exclusions
– Cosmetic Damage: Damage that does not affect product functionality, such as wear and tear, is excluded from the warranty.
– External Factors: Any damage caused by external events, such as power surges or misuse, is not covered under warranty.
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18. Software Liability
NeroPAY is not responsible for software issues caused by third-party applications or integrations that are installed by the customer.
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19. SaaS Services
NeroPAY provides SaaS services as part of its ePOS and payment gateway solutions. SaaS offerings are subject to the following terms:
– Access to Services: Upon registration and acceptance of these Terms, you gain access to NeroPAY’s SaaS solutions.
– Service Availability: While NeroPAY strives for high uptime, service availability may be affected by scheduled maintenance or external factors.
– Usage Restrictions: You agree not to misuse the SaaS system, attempt unauthorized access, or interfere with the service for other users.
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20. Subscription Fees
NeroPAY SaaS services are subscription-based, and the fees will be billed monthly or annually, depending on your subscription plan. Non-payment will result in suspension or termination of access.
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21. SaaS Data Management
– Data Storage: All data collected through SaaS services will be stored in compliance with applicable data protection regulations.
– Data Backups: While NeroPAY performs regular backups, users are responsible for maintaining their own backups to prevent data loss.
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22. SaaS License and Ownership
You are granted a non-exclusive, non-transferable license to use NeroPAY’s SaaS services. All intellectual property rights to the software remain with NeroPAY.
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23. Termination of SaaS Services
NeroPAY may terminate SaaS services for non-payment, breach of these Terms, or other violations. Any data stored on the platform will be deleted after termination, and users will no longer have access to the system.
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24. Liability
– General Limitations: NeroPAY is not liable for indirect or consequential damages resulting from the use of its services.
– Monetary Cap: Any liability is capped at the total fees paid by the merchant in the three months preceding the incident.
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25. Refunds and Chargebacks
NeroPAY does not provide refunds for payment services. Merchants are responsible for managing refund and chargeback requests from customers.
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26. Technical Support
Technical support for ePOS systems is provided during the first 30 days post-delivery. After this period, a support contract is required for continued assistance.
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27. Customer Data Responsibility
Customers are responsible for maintaining all data backups and ensuring that virus protection is installed on all systems. NeroPAY will not be held liable for any data loss.
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28. Governing Law
This Agreement is governed by the laws of England and Wales. Any disputes will be adjudicated in courts located in Manchester.
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29. Amendments to Terms
NeroPAY reserves the right to amend these Terms at any time. Any updates will be communicated via email or published on our website.
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30. Dispute Resolution
All disputes will be resolved through arbitration under the laws of England and Wales. Both parties agree to submit to the jurisdiction of the courts in Manchester.
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31. Equipment Replacement and Fees
If a merchant fails to return equipment such as card terminals, ePOS systems, or other hardware, NeroPAY reserves the right to deduct the full cost of the equipment from the merchant’s balance or collect it via direct debit.
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32. Custom Software Development
NeroPAY may offer custom development of ePOS software or other platforms upon request. Any software modifications will be charged at agreed-upon rates and are non-refundable.
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33. Third-Party Integrations
NeroPAY offers integrations with certain third-party software and platforms.
The availability and functionality of these integrations may change without notice, and NeroPAY is not responsible for any third-party software failures.
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34. Service Downtime
NeroPAY strives for 99.9% service uptime. However, scheduled maintenance, technical updates, and external factors may cause temporary service interruptions.
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35. Merchant Agreement
By continuing to use NeroPAY services, you agree to these Terms in their entirety. Non-compliance with any of these Terms may result in service suspension or termination.
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36. Minimum Monthly Usage
If a merchant does not meet a minimum threshold of transactions, NeroPAY reserves the right to apply a service fee or suspend services until the threshold is met.
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37. Compliance with Laws
Merchants must ensure that they comply with all local, national, and international laws, including those related to data privacy and financial transactions.
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38. Warranty Exclusions
NeroPAY does not provide warranties for software bugs, third-party integrations, or issues caused by external factors.
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39. Device Shipping Policy
NeroPAY is not responsible for delays in shipping hardware such as card terminals or ePOS systems due to carrier or customs issues. Merchants are responsible for paying any customs duties on international shipments.
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40. Merchant Transfer Requests
Merchants may request transfers of funds to designated accounts. Any errors due to incorrect banking information will be the responsibility of the merchant.
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41. Right to Amend Fees and Terms
NeroPAY reserves the right to amend or update service fees, terms, and conditions at any time. Merchants will be notified at least 30 days prior to the effective date of any substantial changes. Continued use of the services constitutes acceptance of the updated terms.
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42. Merchant KYC (Know Your Customer) Requirements
Merchants agree to comply with NeroPAY’s Know Your Customer (KYC) and Anti-Money Laundering (AML) policies, including submitting accurate and up-to-date identification and business information. NeroPAY reserves the right to suspend services if a merchant fails to comply with KYC requirements.
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43. Merchant Financial Responsibility
NeroPAY reserves the right to review the financial health of merchants on an ongoing basis. If a merchant is found to be at risk of insolvency or bankruptcy, NeroPAY may suspend services or increase security requirements (e.g., requiring additional reserves or deposits).
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44. Reserve Requirements
NeroPAY may require merchants to maintain a reserve account or security deposit, depending on the risk profile of their business. This reserve is intended to cover any potential chargebacks, disputes, or unpaid fees. NeroPAY reserves the right to adjust the reserve amount based on transaction history or changes in risk assessment.
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45. Chargeback Liability
Merchants are fully responsible for chargebacks, disputes, or refund requests initiated by customers. NeroPAY may deduct disputed amounts from the merchant’s balance until the dispute is resolved. NeroPAY will not bear any financial responsibility for chargebacks.
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46. Force Majeure
NeroPAY will not be held liable for any delays or failures in service due to events beyond its control, such as natural disasters, strikes, technical failures, pandemics, or government-imposed restrictions. This clause protects NeroPAY from liability during unforeseeable circumstances.
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47. Data Breach Notification
If a data breach occurs, merchants must notify NeroPAY immediately. NeroPAY will not be liable for breaches caused by the merchant’s lack of security measures. Merchants are responsible for any costs associated with notifying their customers and complying with data protection laws.
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48. Right to Withhold Payouts
NeroPAY reserves the right to withhold or delay payouts if fraudulent activity is suspected or if there are unresolved disputes. Payouts may also be delayed for merchants deemed high risk, pending further investigation.
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49. Indemnification
The merchant agrees to indemnify and hold NeroPAY harmless against any third-party claims, legal actions, or costs arising from the merchant’s use of the services, including but not limited to disputes, regulatory issues, or violations of these terms.
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50. Legal Jurisdiction
This agreement will be governed by and interpreted in accordance with the laws of England and Wales. Any disputes or legal actions arising from this agreement must be brought before the courts of Manchester, England.
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51. Early Termination Fees
If a merchant terminates the contract before the agreed term without cause, NeroPAY reserves the right to charge an early termination fee to cover the administrative and operational costs associated with closing the account.
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52. Confidentiality of Fees and Terms
The merchant agrees not to disclose NeroPAY’s fees, terms, or business practices to third parties without explicit written consent. Breaching this confidentiality agreement could result in legal action or termination of services.
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53. Suspicious Transaction Monitoring
NeroPAY reserves the right to monitor and block any transactions deemed suspicious or high risk. The merchant will be informed of any blocked transactions and may be required to provide additional documentation or verification.
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54. Merchant Liability for Third-Party Integrations
Merchants who use third-party integrations or applications with NeroPAY’s system assume full responsibility for the security, performance, and compliance of those third-party solutions. NeroPAY will not be held responsible for any issues caused by external systems.
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55. Merchant Insolvency or Bankruptcy
If the merchant enters bankruptcy or insolvency proceedings, NeroPAY reserves the right to terminate services immediately and apply any outstanding balances toward covering liabilities. The merchant will be responsible for any remaining debt.
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56. Use of NeroPAY Branding
Merchants may not use NeroPAY’s name, logo, or branding in any promotional or marketing material without prior written approval. Any misuse or unauthorized use of branding may result in termination of services.
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57. Transaction Reconciliation and Auditing
NeroPAY reserves the right to audit the merchant’s transactions, records, and account balances periodically to ensure compliance with this agreement. If any discrepancies are found, NeroPAY may withhold payouts or adjust the merchant’s account accordingly.
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58. Merchant’s Equipment and Network
NeroPAY is not responsible for any transaction failures, system interruptions, or security breaches resulting from the merchant’s equipment, network infrastructure, or third-party systems. Merchants must maintain up-to-date software and secure internet connections.
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59. Merchant’s Product and Service Compliance
Merchants must ensure that the products or services they sell through NeroPAY’s payment system comply with all applicable laws and regulations, including consumer protection, advertising, and safety regulations. NeroPAY reserves the right to suspend or terminate services if illegal or harmful products are sold through the platform.
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60. Tax Responsibilities
Merchants are solely responsible for determining, collecting, reporting, and paying any applicable taxes related to their use of NeroPAY’s services, including but not limited to:
– Sales Tax
– Value-Added Tax (VAT)
– Income Tax
– Corporate Tax
NeroPAY does not assume responsibility for managing taxes on behalf of the merchant unless explicitly stated otherwise.
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61. Withholding Taxes
NeroPAY may be required to withhold certain taxes from transactions, such as withholding taxes in international transfers. If required by law, NeroPAY will deduct these amounts from payouts to the merchant, and the merchant will be responsible for any additional taxes owed.
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62. Tax Identification
Merchants must provide valid tax identification numbers and any other relevant tax information required to comply with local, national, or international tax regulations. Failure to provide this information may result in withholding or delays in payouts.
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63. Cross-Border Tax Compliance
Merchants engaged in cross-border transactions may be subject to international tax regulations, including double taxation agreements (DTAs), VAT, customs duties, and excise taxes. NeroPAY is not responsible for ensuring that merchants comply with such laws, and merchants must bear the costs of any international taxes, tariffs, or duties.
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64. VAT
If applicable, NeroPAY may collect VAT on fees charged to merchants for using NeroPAY’s services. Merchants are responsible for determining if VAT applies to their transactions with their customers and for collecting and remitting VAT where required by law.
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65. Tax Reporting and Documentation
NeroPAY may be required to report merchant transactions to tax authorities. The merchant is responsible for maintaining accurate financial records and providing necessary documentation to tax authorities, including:
– Invoices
– Receipts
– Tax returns
Merchants must ensure that their tax filings are accurate and up-to-date.
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66. Indemnification for Tax Liabilities
Merchants agree to indemnify and hold NeroPAY harmless for any penalties, interest, or additional tax liabilities resulting from failure to comply with tax laws or incorrect tax filings.
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67. Marketplace Facilitator
NeroPAY is not considered a marketplace facilitator, and therefore it is not responsible for calculating, collecting, or remitting sales taxes on behalf of the merchant. Merchants must independently comply with any marketplace laws applicable to their products or services.
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68. Currency Conversion Tax Implications
If a transaction requires currency conversion, the merchant must consider any potential tax liabilities that may arise due to foreign exchange gains or losses. NeroPAY is not responsible for managing or reporting such tax implications.
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69. Taxation of Refunds and Chargebacks
In cases of refunds or chargebacks, the merchant is responsible for adjusting their tax records to reflect the reversal of the original sale. Any taxes already remitted to tax authorities may need to be reclaimed by the merchant.
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70. Reporting Obligations
NeroPAY may be required to provide tax information (e.g., Form 1099-K in the US or similar forms in other jurisdictions) to tax authorities based on merchant transaction volume. Merchants should consult with their tax advisor to understand the implications of these reporting requirements.
Additional Considerations:
– Consult a Tax Professional: Both NeroPAY and merchants should consult tax advisors to understand the full scope of tax obligations, especially if cross-border transactions or international sales are involved.
– Local Tax Laws: Tax regulations can vary significantly by jurisdiction. Merchants and NeroPAY should ensure that their operations comply with the local tax laws where their business is conducted.
Incorporating these tax provisions into your terms can help clarify tax responsibilities and protect NeroPAY from potential tax-related liabilities.
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71. Merchant Eligibility: Individual Users
– Individual users (Personal) can utilise NeroPAY’s services and accept payments without needing to be a registered company. However, individual users must provide the necessary identification and documentation as requested by NeroPAY. NeroPAY reserves the right to conduct identity verification and security checks.
– Individual users are solely responsible for complying with VAT, income tax, and other legal obligations related to the payments they receive.
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72. Tax Responsibilities for Individual Users
– Individual users are responsible for reporting and paying taxes on any income received through the NeroPAY platform. NeroPAY cannot be held liable for any penalties resulting from a user’s failure to declare their income to tax authorities.
– NeroPAY may request tax identification numbers and related documentation from individual users who reach specific transaction thresholds.
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73. Wallet System Terms for Individual Users
– NeroPAY Wallet allows both individual and business users to store funds in a digital wallet. NeroPAY ensures the security of funds stored in the wallet but does not provide interest on these funds.
– Use of Funds: Payments made from the wallet are the sole responsibility of the user. Individual users agree to bear full responsibility for any misuse or unauthorised transactions involving wallet funds.
– Minimum and Maximum Limits: NeroPAY reserves the right to set and modify the minimum and maximum transaction limits for wallet users. These limits may be adjusted automatically or manually based on user activity.
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74. Payment Systems: Additional Security for Individual Users
– Security Verification: If an individual user engages in high-volume or suspicious transactions, NeroPAY reserves the right to request additional security verification. This may include identity documents or proof of income.
– Transaction Approval: NeroPAY has the authority to review and hold payments made to individual users if there are concerns regarding potential fraud. These transactions will be on hold until the necessary checks are completed.
– Refund Policy: Individual users are responsible for managing any refund requests from their customers. NeroPAY is not responsible for processing or managing refund requests for individual users.
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75. Equipment Use and Return Policy
– POS Systems: NeroPAY may provide individual users with POS devices. The maintenance and proper use of these devices are the responsibility of the user. If a device is damaged, NeroPAY may charge the user for the cost of the device.
– Return Conditions: Individual users must return any provided POS devices if they discontinue use, ensuring that all devices are returned with original packaging and accessories. Failure to do so may result in a deduction of the device cost from the user’s NeroPAY balance.
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76. Transfer Limits
– Individual users are subject to minimum and maximum limits on bank transfers. NeroPAY reserves the right to set these limits and adjust them according to the user’s transaction history.
– Instant Transfer Fees: Individual users may incur additional charges for instant bank transfers. These fees vary depending on the urgency of the transfer and bank integrations.
– Standard Transfer Times: Standard bank transfers typically take 1-2 business days. NeroPAY does not guarantee this timeframe and is not liable for delays caused by banks.
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77. Data Protection for Individual Users
– NeroPAY is committed to protecting the personal data of individual users. Personal information is only shared with third parties when authorised by the user and is protected in accordance with Data Protection Laws.
– Data Breaches: If a data breach occurs, individual users must notify NeroPAY immediately. NeroPAY is not liable for data breaches resulting from the user’s lack of security measures.
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78. Tax and Legal Compliance
– Individual users must comply with local tax laws and report their earnings accurately. NeroPAY is not responsible for any failure by individual users to comply with their tax obligations.
– Legal Compliance: Individual users must adhere to all relevant laws and regulations while using NeroPAY’s services. NeroPAY reserves the right to suspend or terminate accounts engaged in illegal activities.
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79. Transaction Limit Exceedance
– If an individual user exceeds their assigned transaction or transfer limits, NeroPAY reserves the right to halt the transaction and request additional verification. Users are responsible for any penalties resulting from exceeding transaction limits.
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80. Termination and Account Closure for Individual Users
– NeroPAY reserves the right to terminate or suspend individual user accounts without prior notice. Users must ensure all outstanding fees and dues are settled in full before they can continue using the services.
Additional Suggestions and Strategies:
– User Training: Providing training and guidance to individual users on how to properly use payment systems can help reduce potential errors and fraud risks.
– Payment Policy: Clarifying which payment methods individual users can accept may help protect both the users and NeroPAY.
– Fraud Prevention: If any fraud is detected in payments received by individual users, NeroPAY reserves the right to halt the transaction and conduct a thorough investigation.
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