Terms of Service
These terms tell You the rules for using our website https://virtualeps.com (our site). Our site offers an Online Payments Platform, by the use of which the billing is made simple, by offering the relevant tools and features, a business or individuals needs, to engage their customers across the Web. Our site offers solutions to businesses and individuals to handle from one-time payments to ongoing and repeated payments. By using Virtual EPS services, businesses and individuals may effortlessly design and set-up payments to charge their customers repeatedly, too. It assists businesses and individuals in capturing more revenue, support new products or business models, and accept online payments without headaches. Virtual EPS services assist businesses and individuals in the building and/or operating an online payments business and provide meaningful income for them and a rewarding experience for their customers.
If You have any questions in relation to these Terms or if You wish to contact us, please email support@virtualeps.com.
By using our site, You accept these terms
By using our site, you confirm that you accept these Terms of Service and that you agree to comply with them. If You do not agree to these terms, You must not use our site.
There are other terms that may apply to you
These Terms of Service refer to the following additional terms, which also apply to Your use of our site:
Our Privacy Policy · Our Security & Compliance · Our Statement in relation to our Sub-processors · Our restricted businesses list
The above Privacy Policy, Security & Compliance, and Statement in relation to our Sub-processors, shall be collectively referred to in our side as "these Terms".
We may make changes to these Terms
We amend these terms from time to time without notice. Any amendments will take effect immediately upon publication. By using our site, You are indicating your agreement to be bound by these Terms of Service as may be amended from time to time. Every time You wish to use our site, please check these terms to ensure You understand the terms that apply at that time.
By accepting to be abided by the Terms, You also accept the entering into a contractual relationship with Virtual EPS. The present Terms of Service, and the additional terms as explained above govern and explain the use, right of access and generally the provision of the Virtual EPS services to You and Your affiliates, and/or Your authorized users, and or End-Customers, as part of a Subscription during the Term. By accessing and/or using the the Virtual EPS services and/or by authorizing and/or permitting any User or End-Customer to access and/or use the Virtual EPS services, you agree to be bound by the Terms. If You are using Virtual EPS services for and on behalf of an organization, You agree to be bound by the present Terms of Service, and the additional terms as explained above, for and on behalf of that organization. If You do not act under such an authorization, or in case You do not agree with the present Terms of Service, and the additional terms as explained above, you must neither accept them, nor access or use the Virtual EPS services. As per the above, You and We are individually referred to as a "Party" and collectively as "Parties". You, as an individual, must be eighteen (18) years or older to access our site and register for and use the Virtual EPS services.
1. Definitions
When used in these Terms, with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meaning:
Account: means any accounts or instances created by or on behalf of You for access and use of the Virtual EPS services. You may have multiple Subscriptions which may be subject to separate and distinct Prices. For the avoidance of doubt, reference to an Account herein refers to (i) Your trial account where a live account has not been activated; or (ii) Your trial account and live account where the live account has been activated.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Applicable Data Protection Law: means all laws and regulations applicable to the Processing of Personal Data, including laws and regulations of the European Union, the European Economic Area and their member states, including, GDPR and any applicable national laws in force where You are established in the European Economic Area.
Data Processing Addendum: means the data processing addendum updated periodically and which is incorporated into these Terms by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which We shall Process Personal Data forming part of Your Service Data. Data Processing Addendum
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Virtual EPS services provided or made available by Us to You or Users through the Virtual EPS services or otherwise.
End-Customer: means Your customers and/or any person or entity other than You or Users with whom You interact using the Services.
Group Companies: means Virtual EPS and its Affiliates.
Personal Data: means data forming part of the Virtual EPS services and relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into the possession of the data controller or such other similar term as defined under Applicable Data Protection Laws.
Pricing Agreement: means a pricing agreement or an order form referencing these Terms and executed or approved by You and Us with respect to Your Subscription, which agreement may detail, among other things, the Price applicable to a Subscription, the associated Subscription Fees and other details of the Subscription.
Privacy Notice: means Our Privacy Policy updated periodically and which is incorporated into these Terms. Privacy Notice
Process/Processing: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Plan: means the pricing plan that You choose in connection with a Subscription for the associated functionality, services and period of time (term).
Virtual EPS services: means Our cloud-based products and services that You subscribe to, and/or any new services or features that We may introduce as a Service to which You may subscribe to, and any Updates to the Services, including individually and collectively, any software, APIs and Documentation.
Service Data: means all electronic data, text, messages or other materials, including Registration Data, Cardholder Data and Personal Data of End-Customers and Users, submitted to the Services through an Account in connection with Your use of the Virtual EPS services.
Subscription: means Your subscription to the Virtual EPS services through a Plan of Your choice for Your access and use of an Account for accessing the Virtual EPS services.
Term: means the period of time according to which you will enter into the pricing plan of Your choice and Your Subscription for accessing the Virtual EPS services.
User: means those individuals You authorize as users within a Virtual EPS Account to use the Virtual EPS services by way of designated login credentials.
Our side, Our site: means https://virtualeps.com.
2. Right to Use the Services
2.1 Subject to Your (including Users and End-Customers) compliance with these Terms and solely during the Term, We grant You a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted by Section 18.4 (Assignment)), worldwide (subject to the relevant applicable laws) and revocable right to access and use the Services that You have subscribed to for Your own internal business purposes. You may use the Documentation solely in connection with Your use of the Services.
3. Your Responsibilities
3.1 Registration Data. You agree to provide Us with current, complete and accurate registration information as prompted by the Services registration process ("Registration Data"). You agree not to omit or misrepresent any Registration Data, and further agree to update the Registration Data periodically to ensure that it is current, complete and accurate. You further authorize Us to verify the Registration Data as required for Your use of the Virtual EPS services.
3.2 Account Activities. You are solely responsible for (i) Your (including Users and End-Customers) access and use of the Virtual EPS services in compliance and/or in accordance with these Terms; (ii) without prejudice to Our obligations under Section 10 (Confidentiality) and Section 11 (Data Security and Privacy), maintaining the confidentiality of unique login information, credentials and passwords associated with Your Account, and the privacy and security of Your Account; (iii) ensuring that Your use of the Virtual EPS services to store, process and transmit Service Data is compliant with applicable laws and regulations; (iv) any sum of amount that is due to You relating to transactions that are processed through any payment gateways, merchant account providers or payment processors that You utilize in connection with the Virtual EPS services; (v) all activities that occur regarding Your Account regardless of whether the activities are undertaken by You, Users, End-Customers or a third party (including Your contractors or agents); (vi) immediately ceasing use of the Virtual EPS services for a prohibited activity or purpose if We inform You that a specified activity or purpose is prohibited with respect to the Virtual EPS services; and (vii) determining whether the Virtual EPS services or the information generated thereby is accurate or sufficient for Your purposes.
3.3 Your Conduct. You agree to use the Virtual EPS services in accordance with these Terms of Service, and the additional terms as explained above (including any addendum, schedules and exhibits), Documentation and any API policies We implement in this regard. Further, You agree, on behalf of Yourself and Users, not to (a) use the Virtual EPS services or permit the Virtual EPS services to be used to perform any billing or related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Virtual EPS services available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted under these Terms; (b) use the Virtual EPS services to Process data on behalf of any third party other than Users and End-Customers; (c) modify, adapt, or hack the Virtual EPS services or otherwise attempt to gain or gain unauthorized access to the Virtual EPS services or related systems or networks or tamper with or breach the security of the Virtual EPS services; (d) use the Virtual EPS services in any manner that interferes with or disrupts the integrity or performance of the Virtual EPS services and its components; (e) not use or permit the use of any software, hardware, application or process that interferes with the Virtual EPS services, interferes with or disrupts servers, systems or networks connected to the Virtual EPS services, or violates the regulations, policies or procedures of such servers, systems or networks, accesses or attempts to access Our other customers accounts, servers, systems or networks without authorization, or harasses or interferes with Our other customers use and enjoyment of the Virtual EPS services; (f) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Virtual EPS services; (g) falsely imply any sponsorship or association with Us; (h) use the Virtual EPS services in any unlawful, illicit, unacceptable manner, including but not limited to violation of any persons privacy rights; (i) use the Virtual EPS services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (j) use the Virtual EPS services to store or transmit any content that infringes upon any persons intellectual property rights; (k) remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Virtual EPS services or the Documentation, or add any other markings or notices to the Virtual EPS services or the Documentation; (l) use the Virtual EPS services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory or promotes any financial exploitation or a criminal activity; (m) modify, port, adapt, translate or create any derivative work based upon the Virtual EPS services or the Documentation; (n) use the Virtual EPS services to store or transmit any "protected health information" unless expressly agreed to otherwise in writing by Us; (o) use the Virtual EPS services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software ("Malicious Software"); (p) establish a link to any website in such a way as to suggest any form of association, approval or endorsement on Our part, where none exists; (q) use the Virtual EPS services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of all applicable laws; (r) use of the Virtual EPS services for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology or related to the sale of controlled substances such as illegal drugs, tobacco products, prescription drugs or medications, steroids such as human growth hormone; (s) use the Virtual EPS services in a manner that that affects Our compliance with the PCI DSS; or (t) try to use, or use the Virtual EPS services in violation of these Terms and/or any related applicable law and regulation. Neither You nor any of Your Affiliates shall access or use the Virtual EPS services or oursite, if such individual or entity is a competitor of the Group Companies. You and Your Affiliates shall not access or use the Virtual EPS services or our site to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to the responsible and/or relevant law enforcement authorities. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Virtual EPS services. You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Virtual EPS services to your Customers. You must use the Services in a lawful manner, and must obey all laws, rules, and regulations applicable to your use of the Virtual EPS services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions. Further, You may not use the Virtual EPS services to facilitate illegal Transactions or to permit others to use the Virtual EPS services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Virtual EPS systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Virtual EPS services, Documentation, or our site except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Virtual EPS services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Virtual EPS services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Virtual EPS services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Virtual EPS services or affect use of the Virtual EPS services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Virtual EPS services. You are responsible for securing your secret keys — do not publish or share them with any unauthorised persons. Failure to secure your secret keys will increase the likelihood of fraud on your Virtual EPS Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorised use of your secret key or any other breach of security regarding the Virtual EPS services.
3.4 Except to the extent caused by Our wilful breach of these Terms, the Group Companies will not be responsible for any alteration, compromise, corruption, damage or loss that may result from Your failure to protect Your login information, including any passwords. You agree to notify Us immediately of any unauthorized access or use of Your Account, log-in information, credentials or passwords, or any unauthorized activity in Your Account. We have the right to suspend or terminate the Virtual EPS services without notice to You, if We reasonably suspect any unauthorized activity and You agree to cooperate with Us in any investigation into the suspected or actual unauthorized activity. Where Your Account is suspended and the breach remains uncured, post any cure period We may grant You, at Our sole discretion, We reserve the right to terminate Your Account with immediate effect.
4. Changes to our side and Virtual EPS services
4.1 Our side. We have obligation to inform and/or notify You, if we change anything in our side, that relates to the Virtual EPS services and their operation.
4.2 Virtual EPS services. We may upgrade, update, or modify the provision of all or any part of the Virtual EPS services from time to time, including to improve the Virtual EPS services, or to address any legal or regulatory requirements or to address a change in Our policies ("Updates") and You may receive notifications where the Update is material. What constitutes a "material Update" will be determined by Us in good faith using Our reasonable judgment but will only include an Update that materially affects Your use of the Virtual EPS services. Unless otherwise stated, the Updates are also subject to these Terms, and We reserve the right to deploy Updates at any time. Where You do not agree to an Update, Your sole remedy shall be to terminate Your use of the Virtual EPS services and to comply with the termination obligations set forth in these Terms. Any use of the Virtual EPS services after the Update, will constitute Your acceptance of the Update.
5. Intellectual Property Rights
5.1 Ownership. All right, title and interest in and to all of Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Virtual EPS services, including the content of our side and the operation and the functionalities of Virtual EPS, and any part of it (collectively, the "Virtual EPS Intellectual Property Rights"), are owned by Us licensed by and shall remain exclusively with Us and/or the Sub-processors. We are the owner or the licensee of all Virtual EPS Intellectual Property Rights in our site, and the content or material published on it. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on our side for commercial purposes without obtaining appropriate licenses and/or prior confirmation and/or prior approval. Subject to the limited rights expressly granted by Us to You in Section 2 (Rights to use the Services) of these Terms, You do not have any right, title to or interest in the Virtual EPS Intellectual Property Rights. By using the Virtual EPS services, You grant Us a limited license to access, disclose, process, transmit and use Your Service Data only for providing the Virtual EPS services to You and for complying with these Terms. We claim no intellectual property rights over the Service Data. All rights not expressly granted to You in these Terms are reserved by Us and/or the Sub-processors.
5.2 Grant of License to Us. You may choose or We may invite You to submit suggestions, recommendations, enhancement requests or other feedback about the Virtual EPS services ("Feedback"). By submitting any Feedback, You agree that such Feedback is gratuitous, unsolicited and without restriction, and You grant Us a fully paid up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate Feedback, in whole or in part, into the Virtual EPS services or our side. Further, You will receive our request via e-mail to grant Us a fully paid up, royalty-free, worldwide, authorization to use Your name and logo and to identify and/or declare You as Our customer on our side or in other sales or marketing materials and should you provide us with your explicit consent that You grant Us such an authorization, You will appear as our Customer in our side or in other sales or marketing materials, as you will freely accept. We will not issue any press release without Your prior consent.
6. Sub-processors, Other Services and Third-party Content
6.1 Sub-processors. Certain third parties (each, a "Sub-processor") may assist Us in providing the Virtual EPS services by delivering their products and/or services as part of the Services. We contract directly with the Sub-processors for the provision of their products and/or services, which are integrated with or are an integral part of the Virtual EPS services. The products and services provided by the Sub-processors do not include any of the Other Services.
6.2 Other Services. Certain other services ("Other Services") such as integrations and apps may be made available to You through forums for their integration with the Virtual EPS services. These Other Services are governed by their own terms and privacy policies and You agree that We are not responsible for Your use of these Other Services where You choose to enable these Other Services and integrate them into the Virtual EPS services. By enabling the Other Services, You understand and agree that We do not provide any warranties for the use of the Other Services and We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You understand that We are not in any way responsible for providing technical support for the Other Services or for the data hosting and data transfer practices followed by providers of such Other Services. To this extent, You agree to address any comments, queries, complaints or feedback about such Other Services with the respective developers or publishers as specified in those forums.
6.3 Third-Party Content. The Virtual EPS services and our side may also contain links to websites, resources and/or other content provided by third parties (the "Third-Party Content"). We do not endorse any Third-Party Content. You agree that We are not in any way responsible for the quality, performance, reliability or security of any Third-Party Content, and that We are not responsible for any damages in connection with Your and/or Users and/or End-Customers access or use of any Third-Party Content, or Your reliance on the privacy practices, data security measures or other policies of any Third-Party Content. You acknowledge and agree that each Third-Party Content is governed by that third party providers terms and privacy policy and that We do not have in any way the control over such services or the Third-Party Content. To this extent, You agree to address any comments, queries, complaints or feedback regarding the Third-Party Content with the third party providing them.
7. Billing and Payments
7.1 Subscription Fees. When You are on a paying Plan, You shall be charged a fee based on the Plan You choose for the Services ("Subscription Fees"). Unless specified otherwise herein or in a Pricing Agreement, the Subscription Fees are payable in full and in advance until Your Subscription is terminated in accordance with Section 8 (Term, Termination and Suspension).
7.2 Payment. You agree to pay the Subscription Fees through a payment method acceptable to Us. You hereby authorize Us and/or Our authorized agents, as applicable, to bill You in accordance with Your Plan and/or Pricing Agreement for Your Subscription (and any renewal thereof). Unless otherwise stated in a Pricing Agreement, Your payment is due in full immediately upon each due date with respect to Your Subscription. You must notify Us of any change in Your payment account information, either by updating Your Account or via e-mail to support@virtualeps.com.
7.3 Renewal. For any Renewal Term (as defined below), unless otherwise agreed to in a Pricing Agreement, We reserve the right to change the subscription fees and billing methods upon a thirty (30) day notice that will be delivered to you via e-mail at your last e-mail address known by Us. For existing Subscriptions for which the Subscription Fees has been already received by Us, We will implement the price changes during the next Renewal Term.
7.4 Refunds. Unless otherwise specified in these Terms or Pricing Agreement, all Subscription Fees are non-refundable. We do not provide refunds for any partial use or non-use of the Virtual EPS services. Since Virtual EPS only provides the venue upon which transactions between users are made, we do not issue refunds on behalf of merchants. If You would like to request a refund, we recommend that you contact the merchant directly.
7.5 Taxes. Unless otherwise specified in a Pricing Agreement, the Subscription Fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which You are responsible except for taxes imposed on Our income. You agree to pay or reimburse Us for all such amounts upon demand or provide evidence of payment or exemption as the case may be.
7.6 Delayed Payments/Non-payment of Subscription Fees. Where We do not receive payment towards the Subscription Fees within the due date for a Subscription, You shall be notified of such non-payment. We must receive payments within a maximum of thirty (30) days from the date of Our notice delivered to you via e-mail at your last e-mail address known by Us. If We do not receive payment within the abovementioned time period, in addition to Our right to other remedies available under the relevant laws and regulations, We may suspend Your access to and use of the Services until We receive Your payment towards the outstanding Subscription Fees; and/or terminate the Subscription in accordance with Section 8 (Term, Termination and Suspension).
7.7 Upgrades and Downgrades. You may upgrade or downgrade between the Plans. You understand that downgrading may cause loss of features or capacity of the Virtual EPS services as available to You before downgrading Your Subscription. We will not be liable for any such loss. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a pro-rated basis and shall be payable in accordance with Section 7.2 (Payment). Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately. Upon downgrade, the new Subscriptions Fees become applicable at the end of the current period.
7.8 Benefits. We may, at Our sole discretion, offer You certain non-transferrable benefits (such as discounts on Subscription Fees or a free extension in Term) specific to a Subscription. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from their date of offer.
8. Term, Termination and Suspension
8.1 Term. Unless otherwise specified in a Pricing Agreement, a Subscription is valid for a period of twelve (12) months from the date of Your Subscription ("Initial Term") and shall renew automatically for a term equivalent in length to the then expiring term ("Renewal Term") unless terminated in accordance with these Terms. For the purposes of these Terms, "Term" shall mean the Initial Term and any Renewal Terms.
8.2 Termination by You. You may terminate a Subscription at any time by cancelling Your Subscription or by e-mailing Us at support@virtualeps.com and ceasing all use of the Virtual EPS services.
8.3 Suspension and Termination by Us. In the event of any actual or threatened breach of these Terms by You (including non-payment of Subscription Fees), We may immediately suspend all or part of Your Subscription(s). We may terminate these Terms, including Your Subscription(s), if You have breached any of these Terms and if that breach can be cured, You fail to cure that breach within fifteen (15) days after receiving written notice of that breach from Us ("Your Cure Period").
8.4 Consequences of termination of a Subscription.
8.4.1 Consequences. We shall not be liable to You or any other third party for suspension or termination of Your Subscription or Your access to and use of the Virtual EPS services, including any destruction of Service Data, if such suspension or termination is in accordance with these Terms. Upon any termination of a Subscription, all rights, including the right to access and use the Virtual EPS services granted to You will immediately cease and payment methods associated with End-Customers shall not be charged with immediate effect. You shall immediately destroy (or, at Our request, return) Our Confidential Information in Your possession or control.
8.4.2 Data Export. Following termination of a Subscription, We will retain that Accounts Service Data for one hundred and twenty (120) days from such date of termination ("Data Retention Period") beyond which, We will have no obligation to maintain or provide You, Users and End-Customers access to Service Data. Thereafter, unless legally prohibited, We reserve the right to destroy all Service Data in Our possession in the normal course of Our operations in accordance with our Privacy Policy. You agree that You are solely responsible for exporting Service Data prior to termination of a Subscription, and if You require assistance for exporting Service Data during the Data Retention Period, You may be required to pay a separate fee to Us.
8.4.3 Subscription Fees. Unless waived by Us in writing or where the total Subscription Fees has already been prepaid, if a Subscription is terminated in accordance with Section 8.2 (Termination by You) or 8.3 (Suspension and Termination by Us) of these Terms, in addition to other amounts You may owe Us, You must immediately pay and/or settle all unpaid Subscription Fees for the Term accrued through and including Your Cure Period. The sole exclusion to this payment obligation is when You terminate a Subscription as a result of a material breach of these Terms by Us (provided that You provide notice of such breach to Us and afford Us not less than fifteen (15) days ("Our Cure Period") to reasonably cure such breach), in which case, You are eligible to receive a refund of any unused Subscription Fees prepaid by You for Services not rendered from the date of such termination.
9. PCI DSS Compliance
We agree to maintain Payment Card Industry Data Security Standard ("PCI DSS") compliance in accordance with the then current version of PCI DSS published by the PCI Security Standards Council during a Term. We will maintain all applicable PCI DSS requirements to the extent We possess or otherwise store, process or transmit cardholder data, which is information associated with a payment card, such as an account number, expiration date and CVV2 ("Cardholder Data"), on Your behalf. Within the liability limitations set forth elsewhere in these Terms, We are only responsible for the security of Your and/or End-Customers Cardholder Data to the extent We possess such Cardholder Data on Your behalf. Except as set forth in the preceding sentence, You are solely responsible for the Cardholder Data until We possess or otherwise store, process or transmit Cardholder Data on Your behalf. If Your activities in relation to any Cardholder Data are subject to PCI DSS, You agree to comply and continue to comply with PCI DSS and all applicable laws and regulations regarding such activities, and to certify such compliance upon Our request. You agree that You will use only PCI compliant service providers in connection with the storage, processing and/or transmission of Cardholder Data. We are not a payment gateway or merchant account provider and We do not assume any direct or indirect liability or responsibility for Your agreements with payment gateways or merchant account providers. The steps that You will need to take to comply with PCI DSS when using the Services will vary depending on Your Subscription.
For more information about implementing the Virtual EPS services, please contact support@virtualeps.com.
10. Confidentiality
10.1 The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these Terms. The provisions of this Section 10 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information.
All confidentiality obligations shall remain in force and effect for the Term plus one (1) year.
10.2 You or Virtual EPS (the "Disclosing Party") may from time to time, while Your Subscriptions are valid, disclose to the other (the "Receiving Party") the Disclosing Party’s confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the "Confidential Information"). For purposes of these Terms, Your Confidential Information includes Service Data, and Our Confidential Information includes the Services, Documentation and the contents of any Pricing Agreement. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party’s Confidential Information in connection with performing these Terms (or as expressly authorized by the Disclosing Party in writing), and will disclose the Disclosing Party’s Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these Terms (or for other purposes as expressly authorized by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.
10.3 The Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party free from any obligation of confidence, (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
10.4 The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 10 (Confidentiality).
11. Data Security and Privacy
11.1 Security of Service Data. We use appropriate technical and organizational measures to protect the Service Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Service Data.
11.2 Data Privacy.
11.2.1 You understand that the Group Companies and Sub-processors shall Process Service Data in accordance with Applicable Data Protection Laws, these Terms (to the extent applicable) and the Data Processing Addendum. You acknowledge and agree that the Our Group Companies and Sub-processors may also access or disclose information about You, Your Subscription and Account, Users and End-Customers, including Service Data, to (a) provide the Virtual EPS services and perform obligations under these Terms, including, without limitation, to respond to Your support requests; (b) comply with the relevant laws and regulations or respond to lawful requests or legal process; (c) professionals and advisors in order to protect the Group Companies or Our other customers or partners rights or property; (d) act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable laws and regulations.
11.2.2 We Process Service Data only as per Your instructions to the extent they are consistent with the functionality of the Virtual EPS services. For purposes of the GDPR and the relevant laws and regulations related to Data Protection, We are the processor and not the controller of the Service Data. Between the Parties, You are the "controller" of that data and are responsible for compliance with the Applicable Data Protection Laws and generally all the applicable laws and regulations in force.
11.2.3 In Your role as a controller of Personal Data, (i) You hereby authorize, on behalf of Yourself, Users and End-Customers, and represent that You have the authority to provide such authorization to the Processing and transfer of Personal Data in and to the EU and other countries which may have different privacy laws and regulations from Your country of establishment/residence; (ii) You understand that it shall be Your responsibility to inform the Users and End-Customers about the Processing, and, where required, obtain necessary consent or authorization for any Personal Data that is collected as part of the Service Data through Your use of the Virtual EPS services. We do not own, control or direct the use of Service Data and only access such information as reasonably necessary to provide the Virtual EPS services (including to respond to support requests), as otherwise authorized by You or as required by the relevant laws and regulations in force. Unless We explicitly agree otherwise in writing, You shall not provide Sensitive Data at any time to the Services and We will have no liability whatsoever for and in connection with the Sensitive Data.
For purposes of these Terms, "Sensitive Data" means (i) social security number, passport number, drivers license number, or similar identifier (or any portion thereof), (ii) employment, financial, genetic, biometric or health information, (iii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (iv) account passwords, (v) date of birth, (vi) criminal history, (vii) mothers maiden name or (viii) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.
12. Other Data Services
12.1 Data Migration. You may, at any time during the Term, request Us to import data into Your Account ("Data Migration"). You hereby understand and acknowledge that the Group Companies may access and Process Your data in connection with providing support during such Data Migration.
12.2 Aggregated Analytical Data. The Group Companies and the service providers they use, may use (but not disclose) data collected regarding Your use of the Virtual EPS services for Our internal business purposes, including for creating anonymized, aggregated and otherwise non-personal data. We may freely use and make available such anonymized, aggregated and otherwise non-personal data regarding the use of the Virtual EPS services for Our business purposes.
We will ensure that this anonymized, aggregated and otherwise non-personal data cannot identify You or End-Customers and can in no way be specifically associated to You or End-Customers.
13. Other Data Services
OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OUR SERVICES OR ANY PART THEREOF, OR USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, SECURE OR VIRUS FREE, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD PURSUANT TO ANY SERVICE LEVEL AGREEMENT. YOU UNDERSTAND THAT IN USING OUR SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER OUR CONTROL. WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES. YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD US RESPONSIBLE AND/OR ACCOUNTABLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF SERVICE DATA NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY US.
14. Limitation of Liability
EXCEPT FOR YOUR MISAPPROPRIATION OR VIOLATION OF Virtual EPS INTELLECTUAL PROPERTY RIGHTS AND BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR SERVICES, THE DOCUMENTATION OR USE THEREOF OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THIS LIABILITY LIMITATION, SHOULD WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, AND EXCEPT FOR YOUR MISAPPROPRIATION OF INTELLECTUAL PROPERTY AND BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY YOU FOR OUR SERVICES FOR THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGE. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR THE SERVICES. NO CLAIM MAY BE PURSUED BY YOU MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM HAVE ARISEN. THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE AGREEMENTSBETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
15. Indemnification
15.1 If We reasonably believe that Your use of the Virtual EPS services is likely to be enjoined, or if the Virtual EPS services are held to infringe a valid EU patent, copyright or trademark and all use of such services by You is thereby enjoined, We shall, at Our expense and sole option, (i) procure for You the right to continue using the Virtual EPS services as set forth hereunder, (ii) replace the Virtual EPS services with other non-infringing services or software of substantially equivalent functionality or (iii) modify the Virtual EPS services so that there is no infringement, provided that such modified services or software provides substantially equivalent functionality. If, in Our reasonable opinion, the remedies above are infeasible or commercially impracticable, We may, at Our sole discretion, terminate Your Subscription(s).
15.2 Subject to Your compliance with these Terms, We, if notified promptly in writing and given authority, control, information and assistance at Our expense for defence and settlement of same, shall defend You against any third party action, suit or proceeding brought against You so far as it is based on a claim that the use of the Virtual EPS services infringes an EU patent, copyright or trademark, and shall indemnify You and hold You harmless for (i) all attorneys fees, and court or tribunal costs incurred by Us with respect to defence and settlement of such third party claim, (ii) any judgments, fines, costs and penalties awarded by any court or tribunal against Us and/or Our customers, including You, for such third party claim and (iii) any amounts paid in settlement of such third party claim as mutually agreed by Us and the third party in such claim.
We will have no liability or obligation with respect to any third party claim if such claim is caused in whole or in part by (i) modification of the Virtual EPS services by anyone other than Us; (ii) the combination, operation or use of the Virtual EPS services with any other software, hardware, application or process where the Virtual EPS services would not by themselves be infringing; (iii) compliance with designs, data, materials, instructions or specifications provided by You; (iv) use of the Virtual EPS services by You and/or Users in violation of these Terms; or (v) any Other Virtual EPS services and/or Third-Party Content.
15.3 SECTIONS 15.1 AND 15.2 (Indemnification) SET FORTH YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE, EXCLUSIVE AND ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.
You agree that You shall, in no event, settle any matter without Our prior written approval.
15.4 Indemnification by You. You will indemnify and hold Us and/or the other Group Companies harmless against any claim brought by a third party against Us and/or the other Group Companies, and Our respective employees, officers, directors and agents arising from or related to use of the Virtual EPS services by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that (a) We notify You of the threat or notice of such claim; (b) You have or will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such claim; and (c) We reasonably cooperate with You at Your expense in connection therewith. Notwithstanding the foregoing, We may participate in the defence of any matter with counsel of Our own choosing at Our cost and expense, and You will not settle any matter without Our prior written consent, unless the settlement fully and unconditionally releases Us and/or the other Group Companies and does not require Us and/or the other Group Companies to pay any amount, take any action or admit any liability.
16. Survival
16.1 Sections 3 (Your Responsibilities), 5 (Intellectual Property Rights), 7 (Billing and Payments), 8 (Term, Termination and Suspension), 10 (Confidentiality), 11 (Data Security and Privacy), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Survival), 18 (General) of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Termination of these Terms shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
17. Communication from Us
We may communicate with You directly via e-mail at the e-mail address associated with Your Account, or through the Virtual EPS services (such as, through pop-ups), or Our blog or Our site or over phone, including, (i) regarding Your Subscription, system updates or other matters related to Your Account; (ii) as contained in the Privacy Policy; (iii) if You and/or Users are in violation of these Terms; (iv) if a specific activity or purpose is prohibited with respect to the Services, so that You immediately cease use of the Virtual EPS services for such prohibited activity or purpose; or (v) if Your or Users and/or End-Customers activities on the Virtual EPS services causes excessive stress on the Virtual EPS services and associated infrastructure.
18. General
18.1 Parties. The Parties are independent contractors. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the Parties, nor constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner.
18.2 Entire Agreement and Revisions. These Terms including any exhibits and Pricing Agreements, constitute the entire agreement, and supersede all prior or contemporaneous, written or oral understandings, communications or agreements between the Parties regarding such subject matter, including any click-wrap terms. Any use of Your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms and conditions set forth in Your printed forms that are in addition to, inconsistent or in conflict with, or different than, these Terms shall be null and void. Neither commencement of performance, nor failure to object to any additional or different terms and conditions from You, nor provision of the Virtual EPS services, by, in each case, Us or Our other Group Companies shall constitute an acceptance of any terms and conditions proposed by You that are in addition to, inconsistent or in conflict with, or different than, these Terms. In the event of a conflict between any Pricing Agreement and these Terms, the Pricing Agreement shall prevail to the extent it is intended to. We may amend these Terms from time to time by posting the most current version on our site, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on You. If an amendment materially affects Your rights, We will notify You (by, for example, sending a message to the e-mail address associated with Your Account, or posting on Our blog or on our site or as a notification inside the Virtual EPS services). Your continued use of the Virtual EPS services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. If You do not agree to an amendment, You may terminate Your use of the Virtual EPS services or request Us to terminate the provision of Our Virtual EPS services to You.
18.3 Severability and Waiver. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, the unenforceable provision shall be replaced by the court with an enforceable provision that comes closest to the Parties intent underlying the unenforceable provision, and the remaining provisions of these Terms shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction. Our non-exercise of any right herein does not constitute a waiver of that right or provision of these Terms. Any term of these Terms may be waived only by a separate written agreement signed by Our authorized representative.
18.4 Assignment. We may assign or transfer all or any part of these Terms or Our rights under these Terms or delegate the performance of Our duties under these Terms in whole or in part to any of the other Group Companies, or in connection with any acquisition, consolidation, merger, reorganization, transfer all or substantially all of Our assets or other business combination, or by operation of law without Your consent and without providing notice. We may subcontract Our obligations hereunder, provided that We shall at all times remain responsible for the performance of the subcontractor. You may not assign or transfer any part of these Terms, or delegate Your duties or responsibilities under these Terms, by business combination, operation of law or otherwise without Our prior written consent. Subject to the foregoing, these Terms will bind and benefit the Parties and their respective successors and permitted assigns.
18.5 Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party (other than the Parties hereto, their respective successors and permitted assigns and the Sub-processors) any rights or obligations, to enforce these Terms.
18.6 Governing Law and Jurisdiction. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this agreement or its subject matter or formation. Each Party shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction, to enforce these Terms, which remedy will be cumulative and not exclusive. If any action is pursued to enforce or obtain compliance with these Terms, the prevailing Party shall be entitled to reasonable attorneys fees and costs, in addition to any other relief to which such Party may be entitled.
18.7 Export Controls and Sanctions Compliance. You acknowledge that the Virtual EPS services (including the software and other components of the Virtual EPS services) may be controlled by the laws of one or more countries governing technology use and transfer and/or may be subject to the sanctions programs of one or more countries. You shall not access, use or transfer the Virtual EPS services or any part of them in violation of such laws and sanctions programs. You represent and warrant that You are not, and You are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or any entity registered in, or any person or entity who is controlled by the government of, any country to which the EU or any other government has prohibited export or other transactions, or (ii) any person or entity listed on any denied persons or entities list maintained by the EU or any other government. You also represent, warrant and covenant that You shall not permit any person or entity described in the preceding sentence to access or use the Virtual EPS services or any part of them, whether in any EU embargoed or sanctioned country or otherwise, or any person or entity to access or use the Services or any part of the Services in violation of any EU or other export embargoes, sanctions or laws. You agree to comply with all applicable laws regarding the access and use of the Virtual EPS services or any part of them by You and Users. Notwithstanding anything contained in these Terms to the contrary, We may, at Our sole discretion, immediately terminate Your access and use of the Virtual EPS services without prior written notice or an opportunity to cure in the event of an actual or threatened breach of this Section 18.7 (Export Controls and Sanctions Compliance).
18.8 Force Majeure and Other Events. We will make commercially reasonable efforts to keep the Virtual EPS services operational twenty-four (24) hours a day and seven (7) days a week, however, We shall not be liable for inadequacy of or irregularity in the services caused by (i) any circumstance beyond Our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of Our payment gateway and/or Other Services; (iii) Your, Users or End-Customers use of the Virtual EPS services in an unauthorized, improper or unlawful manner; or for any misuse or modification or damage of the Virtual EPS services caused by You, Users or End-Customers; or any breach of these Terms by You or Users; or (iv) pricened downtime for maintenance, upgrades and updates for which We will use commercially reasonable efforts to provide at least forty-eight (48) hours prior notice (collectively, the "Force Majeure and Other Events"). Despite Our efforts, the Virtual EPS services or any functionality may from time to time encounter technical or other problems and may not continue to be uninterrupted. We are not responsible for any such problems, interruption, any ongoing obligation to offer Our Virtual EPS services or any functionality, or any damages resulting therefrom.
18.9 Notices. All notices to be provided by Us to You under these Terms may be delivered in writing by electronic mail to the e-mail address provided by You in connection with Your Subscription. You may opt out of receiving e-mails from Us by clicking on the "unsubscribe" or "opt-out" link in the e-mails, and in the absence of such links, by reaching out to Us at support@virtualeps.com or by terminating Your Subscription.
https://virtualeps.com is a site operated by M.M. VIRTUAL INFORMATION COMMUNICATION TECHNOLOGY LIMITED (“M.M. VIRTUAL”). M.M. VIRTUAL is a Limited Liability Company, registered in the Republic of Cyprus, under registration number HE 133357.
Last updated 9 October, 2021