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Terms and Conditions
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15th Nov 2009

FOREWORD

These Terms and Conditions ("T&Cs" or "Agreement") constitute and govern the contractual relationship between the parties, Endeavour IBS Ltd (a company duly registered under the laws of Malta with registration number C20446, with its registered address at 209, Marina Street, Pieta and licensed by Visa, MasterCard and other card associations to provide Payment Services, hereinafter referred to as "Endeavour"; and a company or person using Endeavour's payment processing facilities, hereinafter referred to as "Merchant". These T&Cs are composed of the following main sections:

  1. GENERAL
  2. RULES & PROCEDURES GOVERNING PAYMENT SERVICES
  3. DISCLAIMER & LIMITATION OF LIABILITY
  4. MISCELLANEOUS PROVISIONS
  5. Services
  6. Merchant's Risk
  7. Loss or Damage
  8. Breach of Agreement
  9. Legal Compliance
  10. Limitation of Liability before a Court of Law
  11. Term and Cancellation
  12. Miscellaneous Provisions

DEFINITIONS

The following words and terms, should be interpreted as follows, unless, the context clearly implies otherwise.

  1. "Internet Site" shall mean the Internet Site www.cardpaydirect.com and all other sites connected to it and accessible through links or other access paths.
  2. "Login and Password" shall mean the login and password details assigned to a Merchant granted access to Endeavour;
  3. "Merchant" shall mean the any company or person using Endeavour's payment processing facilities.
  4. "Service" shall include Endeavour's payment processing facilities, as well as all services and activities related to it and listed on www.cardpaydirect.com.
  5. "Software" shall mean the software provided by Endeavour, including all programs, databases and any other derived content, requiring download, whether accessible or otherwise used by the Merchant, or a person affecting a payment to a Merchant, through the Internet Site and allowing the use of Endeavour's services.
  6. "Us, We" shall mean Endeavour IBS Ltd.
  7. "Cardholder" or "Payee" shall mean any person or company using Endeavour's services through the Merchant's website to either send funds to the Merchant or to received funds from the Merchant.
  8. "Customer", "Subscriber", "User" or "Player" shall mean the user of the Service or of Endeavour's Software accessed directly or through a Merchant having a contractual relationship with Endeavour.

GENERAL

The following words and terms, should be interpreted as follows, unless, the context clearly implies otherwise.

  1. Use of Endeavour's Internet Site, www.cardpaydirect.com and the information, materials and links in it, is solely upon the T&Cs set out below (Version 15.11.2009), which constitute the entire agreement between the Merchant and Endeavour for the use of the Internet Site.
  2. The rules herein are effective as of 15th of Nov 2009. These Terms & Conditions shall immediately become effective as from the date when the Merchant signs up for the Services offered by Endeavour or whenever a USER makes use of Endeavour's Software and Services. These Terms & Conditions shall be the official source of reference for any complication/dispute related to the use of Internet Site, Service or Software. All payments processed by Endeavour are duly subject to the rules as specified in this document.
  3. The Merchant must read the T&Cs before making use of the Internet Site. Mere use of Internet Site and/or opening of facilities with Endeavour is an acknowledgement that the Merchant has read, understood and agrees to be bound by the T&Cs.
  4. Endeavour hereby reserves the right to suspend, add, end, amend and/or supplement these T&Cs from time to time as it may deem appropriate. In case of modification of these T&Cs, Merchants will be informed that the T&Cs have been updated.
  5. Endeavour is under no obligation to verify if all the Merchants use the Service and or the Software according to the updated rules of these T&Cs. The version posted on Endeavour's Internet Site(s) is the effective version, and that which Merchants should use as reference. It is the Merchant's responsibility to inform himself regarding the T&Cs and Confidentiality Policy of this Agreement, as well as being familiarized with the modifications that affect or will affect the Merchant. Endeavour recommends that the Merchant visits the T&Cs, and Confidentiality Policy of this Agreement regularly, or whenever Merchant sees a notice of modification posted on the Internet Site. By continuing to use the Internet Site, the Service or the Software offered by Endeavour or its other Internet Sites, the Merchant agrees to be bound by the T&Cs Rules, and Confidentiality Policy of this Agreement as well as by the latest modifications to it. If the Merchant refuses to be bound by those modifications, the Merchant shall immediately cease use of the Internet Site, the Service or the Software offered by Endeavour or its other Internet Sites.
  6. Should there be any discrepancy between the T&Cs in the English language version and the version in any other language, the English version will supersede.

RULES & PROCEDURES GOVERNING PAYMENT SERVICES

  1. Merchants should not use Endeavour's services to accept funds from the U.S. for use in Gaming and Betting Activities.
  2. Merchants should ensure that they are authorized by the cardholder before presenting a card for processing.
  3. Merchants should only process transactions originating from their website or business; Merchants should not process transactions on behalf of other Merchants or businesses without the explicit written pre-approval of the Acquiring Bank.
  4. Merchants should ensure that the information passed to the payment gateway during a payment process is accurate; in particular the IP address of the card holder should be passed. It is strongly recommended that the email of the card holder is also collected and passed.
  5. Merchants should avoid handling and storing card information: where card information is stored the Merchant should ensure that its systems are PCI compliant. The CVV/CVC/CVV2 must NEVER be stored.
  6. Merchants should ensure that the support email and contact numbers are always available and that support is offered within a reasonable time. Merchants should take all necassary steps to avoid disputes, complaints and especially chargebacks.
  7. Merchants should take all necassary steps to prevent money laundering being conducted through the use of Endeavour's SERVICE or SOFTWARE.
  8. The online Merchant Interface is intended to be used exclusively by the Merchant to manage its transactions. The Merchant is responsible to ensure that each user has his own login account and that the rights on these accounts are appropriate to job function of the user: Particular cation should be excercised when Payouts or Refunds are enabled as this functionality can be used transfer funds AWAY from the Merchant. The Merchant is explicitely prohited from sharing access to the Merchant interface with third parties be it for regulatary reasons, inspections or keeping of accounts, without explicit authorization of the third party by Endeavour. The Merchant is also similarly prohibited from taking snapshots or demonstrating the system to third parties without the explicit authorization of the third party by Endeavour. Finally, the Merchant is responsible to ensure that passwords are sufficienly strong and that password are kept safe.
  9. Merchants are responsible for carrying out reconcilation and ensuring that funds have been settled. Merchants should be aware that there is a time stipulation for the settlement of funds after which the Merchant would need to obtain a new authorzation from the cardholder.
  10. Endeavour is not responsible for chargebacks, fraud, fines or other losses or charges incurred by the Merchant.
  11. Endeavour is not responsible for any losses by the Merchant caused by interruption of service either caused by Endeavour or one of the acquiring Banks.
  12. Endeavour is not responsible for any losses by the Merchant caused by mis-use or mal-function of the Online Merchant Interface such as with regards to Payouts and Refunds.
  13. Merchants not abiding to Endeavour's T&C are liable to have their service suspended or terminated.
  14. Merchants terminated by Endeavour, Acquiring Bank, Wallet or one of the Card Associations is not entitled to re-imbursement of setup fees or any other compensation from Endeavour
  15. Endeavour is not responsible for any funds or reserves held by the acquiring bank or wallet.

DISCLAIMER & LIMITATION OF LIABILITY

Use of the Internet Site

  1. Endeavour shall in no event, nor under any circumstances, be liable for any damages or losses that are deemed or alleged to have resulted from or caused by its Internet Site or its content, including, without limitation, delays or interruptions in operation or transmission, communications lines failure, any person's use or misuse of the Internet Site or it's content, or any errors or omissions in content.
  2. Endeavour makes every effort to maintain the accuracy of the information on this Internet Site but cannot accept responsibility for any prejudice, loss or damage which may occur from use of the information.
  3. No responsibility is being acknowledged or accepted hereunder for, inter alia, the following matters:
    • Mistake(s), misprint(s), misinterpretation(s), mishearing(s), misreading(s), mistranslation(s), spelling mistake(s), fault(s) in reading, transaction error(s), technical hazard(s), registration error(s), manifest error(s), Force(s) Majeure and/or any other similar mistake(s)/error(s);
    • Violation of the Endeavour's Rules;
    • Criminal Actions;
    • Advice, in whichever form this is provided, provided by Endeavour;
    • Financial risk and loss, including, but not limited to variances in exchange rates; and/or
    • Legal actions and/or other remedies.
  4. Therefore it is hereby being specified that Endeavour makes no representation, pledge or warranty (either explicit or implicit, including but not limited to warranties for accuracy, fitness of purposes or non-infringement) that the Content is accurate and/or suitable for any particular purpose other than in so far as those warranties which cannot be expressly excluded under the governing law of these T&Cs.
  5. Use of this Internet Site is entirely at the Merchant's risk. The Internet Site and its Content is provided on an 'as is' basis.

Services

  1. Endeavour offers service and software "as is" with no warranties, assurances, engagements, or any declaration, explicit or implied, legal or other. Endeavour hereby excludes all terms, conditions, and warranties explicit or implied, including but not limited to implied warranties, commercial conditions, and or matters of satisfactory quality, ability and adaptability to a specific end, completion or precision of service and of the software in respect to the failure to respect governing rules and laws.
  2. Endeavour does not guarantee that the service or the software are authorized, and that the operation will fully satisfy the player, that it is entirely secure and exempt from error, that it is updated regularly, that any software defect is regularly corrected, that it is uninterrupted, that the service or the software are virus or bug free, or that they are continually operational, that they are adequate, that the material is reliable, or that all other information obtained by way of the service or that all results are adequate and reliable.
  3. In case of discrepancies in the systems or in the means of communication, due to viruses or bugs as it relates to the account regulations or all other parameters that make up the software, Endeavour shall not be held responsible to Merchant or a third party for any damage, costs, expenses, losses, or claims brought about by said discrepancies, and we reserve the right, in the event of such types of errors, to cease all software and Internet Site games concerned and to take all other measure necessary to correct such errors, provided that we are not responsible to provide an emergency network, system, or similar emergency services.
  4. Endeavour cannot be held responsible for any act or omission by an Internet Provider, Issuing or Acquiring Bank, Waller or of any other third party with whom Merchant may have contracted in order to have access to Endeavour' service and or software. In case of litigation between the internet provider and Merchant, Endeavour cannot be a party to the suit, and such suit shall in no way affect the user's obligations under this Agreement.

Merchant's Risk

  1. The Merchant acknowledges to have chosen and used the Service and the Software willingly and at the Merchant's risk and discretion.

Loss or Damage

  1. Endeavour is in no way responsible for any loss or damage, direct or indirect, that the Merchant or a third party might have suffered as a result of the Merchant's use or the third party's use of the Service and or of the Software, including but not limited to damages caused by a commercial loss, a loss of benefits, a loss on anticipated profit, interruption of business, loss of commercial information, or any other pecuniary and or consecutive loss.
  2. Endeavour is in no way responsible for any loss or damage that the Merchant or a third party might have suffered as a result of the Merchant's use or the third party use of the Internet Site, its content or that of any link suggested by Endeavour.
  3. Endeavour is in no way responsible for any loss or damage that the Merchant or a third party might have suffered as a result of any modification, suspension or interruption of Service or of Software.
  4. Endeavour is in no way responsible for any loss or damage, including but not limited to a loss of profit, as a result of improper functioning of the Service and or of the Software, any delay, interruption, transmission, loss or corruption of data, improper functioning of the means of communication, criminal use of the Internet Site or of its content by any person, of a defect, or omission or of any other factor beyond our control. In the event that the malfunction results in profit, whether it be collected or credited to your account, Endeavour reserves the right to claim all gains that the Merchant's or third party may have benefited from as a result of one of those malfunctions, and the Merchant or third party shall be obliged to immediately reimburse Endeavour the amount collected and to inform Endeavour of the malfunction. Endeavour reserves the right, at its sole discretion, of directly deducting from the Merchant's or third party account an amount equal to that which the Merchant or third party may have received in error.

Breach of Agreement

  1. In accepting the terms of this Agreement, the Merchant is bound to integrally indemnify Endeavour, to defend Endeavour and to exonerate Endevaour, on demand of any complaint, responsibility, damage, loss, cost or expense, including but not limited to all legal fees or others that Endeavour shall bear as a result of breach of this Agreement, a violation of Endeavour's laws, rules and or rights or of those of a third party, to any use of the Service and/or Software with Merchant's login, whether it be with Merchnat's knowledge or without it, as well as any acceptance of profit on Merchant's part.
  2. If Merchant fails to adhere to any of the conditions of this Agreement or if Endeavour reasonably suspect that Merchant is failing to comply with any of the conditions of this Agreement, Endeavour reserves the right, and all remedies at its disposition, and at its sole discretion, to block all the Merchant's accounts and of withdrawing the necessary amount from Merchant's account in order to compensate the damage suffered by Endeavour, or in exchange of any amount due to Endeavour, and until ruled upon it by a Court of Law.
  3. If Merchant fails to abide by the conditions of this Agreement, Endeavour reserves the right to block Merchant's account, as well as indefinitely banning Merchant's access to the Internet Site, Service and Software belonging to Endeavour, and will have the right of bring suit against Merchant.

Legal Compliance

  1. Merchants are advised to comply with applicable legislation in the jurisdiction in which they are domiciled and/or resident. Endeavour accepts no responsibility for any action taken by any authority against any account holder.

Limitation of Liability before a Court of Law

  1. In the event that Endeavour is found liable in any way, by a court of law and/or a similar authority, with legal competence and/or jurisdiction over Endeavour, then Endeavour's liability is limited to the amount of the fees paid by the Merchant to Endeavour.

Term and Cancellation

  1. This Agreement is effective immediately upon activation of Service and remains valid until it is cancelled in accordance to the conditions stated herein.
  2. Merchant can cancel this Agreement at any time in writing to Endeavour, under the condition that Merchant has no outstanding amounts with Endeavour, for any reason. The cancellation of this Agreement becomes effective only after Merchant has received a notification in writing from Endeavour confirming the cancellation. From the moment when this Agreement becomes invalid, Merchant will no longer be authorized to use the Service and the Software, and Merchant is under the obligation to erase the Software from their computers and to destroy all documentation, related to the Service or to the Software, under his possession, in his power or under his control.
  3. Immediately following the cancellation of this Agreement, by either party, Endeavour is bound to reimburse the integral amount indicated in Merchant's account, only after the deduction of any amount owed to Endeavour, if any.
  4. The cancellation of this Agreement shall not be cause of prejudice to any other right or engagement of either party in regards to any violation stated herein or any other violation.
  5. All existing obligations between the parties to this Agreement will be null and void after the cancellation of this Agreement, and for whatever reason, except if provided otherwise, under the reserved rights and obligations accepted prior to the cancellation.

MISCELLANEOUS PROVISIONS

Intellectual Property

  1. The Endeavour Internet Site is intended solely for use by the Merchants. In any event, no one is authorised to copy, modify, tamper with, distribute, transmit, display, reproduce, transfer, upload, download or otherwise alter the content of the Internet Site.
  2. Any unauthorised downloading or copying of any material contained in the Endeavour Internet Site as well as the design of the Internet Site itself may be considered as a violation of applicable intellectual property rights within the European Union.
  3. The Internet Site may only be used for lawful purposes. Use of the Internet Site for transmission, distribution, publication or storage of any material on or via the Internet Site which is in violation of any applicable law or regulation or any third party's rights is strictly prohibited. This includes (without limitation) the use of the Internet Site or the transmission, distribution, publication or storage of any material on or via the Internet Site in a matter or for a purpose which infringes copyright, trademark, trade secret or other intellectual property rights, is obscene or harmful to minors or constitutes an illegal act or harassment, is libellous or defamatory, violates any privacy or data protection laws, is fraudulent or breaches any exchange control or gambling law. It is solely for Merchant or the third party to establish whether the Merchant's or third party's use of the Internet Site and/or their entry into this Agreement (or their offering so to do) is lawful. It is also solely the responsibility of the cardholder to ensure that use of his credit or debit card for such purposes is lawful.

General

  1. These T&Cs are not intended to create any partnership, agency or joint venture between Endeavour and "Client", "Subscriber", "Merchant", "Player" or "User".

Applicable Law

  1. For all intents and purposes, these T&Cs shall be governed by the laws of Malta without regard to any conflict of laws.

Law & Forum

  1. This agreement shall be governed by and construed in accordance with the laws of the country of Malta without giving effect to conflicts of law principles. The parties submit to the exclusive jurisdiction of the country of Malta for the settlement of any disputes arising out of concerning this agreement. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms.

Dispute Resolution

  1. Any dispute or difference arising out of or in connection with these T&Cs shall be determined in Malta in accordance with the laws of Malta by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Chairman or Deputy Chairman of the Malta Arbitration Centre.

Severability

  1. If any provision contained in these T&Cs shall be held by any court or other competent authority to be void or unenforceable in whole or in part, these T&Cs shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

Headings

  1. If any provision contained in these T&Cs shall be held by any court or other competent authority to be void or unenforceable in whole or in part, these T&Cs shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

Headings are intended for clarity and to facilitate reading of these terms and conditions. They are not intended as a means of interpretation for the content of the paragraph that follows each heading. Headings are not intended to bind Endeavour in any manner whatsoever.

Waiver

Any waiver by Endeavour of any breach by any User of any provision of these T&Cs shall not be considered as a waiver of any subsequent breach of the same or any other provision of these terms and conditions.

Contact Information

Endeavour can be contacted by sending an email to info@cardpaydirect.com.

This Agreement is considered signed and approved By ENDEAVOUR And the MERCHANT

As provided in the introduction paragraph above under the T&Cs of service, beginning on the date of signing up of the Merchant with Endeavour.

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