General Terms and Conditions
Effective date May 22, 2016
Welcome to our website https://www.PayServices.com/. This is your initial entry point to a regulated, open, social, financial and business communication platform where parties of any size and type such as individuals, businesses, communities and sovereign entities can safely store, identify, authenticate, transmit, exchange, offset, barter, commit, vote, buy or sell products and services, transmit and electronically manage and sign messages, documents, transactions, transaction confirmations and execute contracts as well as create and bank currencies of various types and manage their interactions with the global and sharing economies by means of our cards, ID Cards and/or payment, debit and credit cards and is connected to the financial and banking industries.
These General Terms and Conditions describe the rights, obligations and limitations, the terms and conditions, applicable to access our Software Platform to benefit from all Services proposed, accommodated and operated by PayServices, Inc., a company registered in Delaware, USA with company number TIN 461853295 and whose registered office is at 300 W. Palmetto Park Rd 210A, Boca Raton, FLORIDA 33432 USA, holding OFR FL MSB License, with number FT230000158, referred to in this agreement as "PayServices", "we" and “our”.
The following General Terms and Conditions, together with any documents expressly incorporated by reference (collectively, these "General Terms and Conditions"), are a binding agreement between PayServices and you, the Contractual Parties. You are further referred to in this Agreement as “you”, “your”, “Party” or “Parties”.
“Software Platform” designates without any limitation the entire set of visible and undetectable User Interfaces and connectivity options developed by PayServices including but not limited to the access of https://www.payservices.com/.
“User Interface” designate without any limitation any appliances developed and/or proposed by PayServices and any digital interface or process developed and/or used by PayServices that is visible or not, disclosed or not in any form or substance including data, structure, content, process, design and purpose and generally speaking any content identified or not, available to Parties in any form or substance to benefit from our Services.
The acceptance of our General Terms and Conditions becomes the starting point of your commercial and legal relationship with Payservices.
If you do not agree with these General Terms and Conditions you invalidate your rights to benefit from any of our Services and you should leave our Software Platform.
This Software Platform is only accessible to Parties older than 18 years. By using this Software Platform, you represent and warrant that you are of legal age to form a binding contract with PayServices and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you are no longer permitted access our Software Platform and invalidate your rights to benefit from any of our Services and you should leave our Software Platform.
Language, the various translations of these General Terms and Conditions, in different languages, made by a professional translation agency, can only serve the purpose of informing the reader of our General Terms and Conditions in her/his preferred language. Only the English version of our General Terms and Conditions will prevail and govern our legal relationship. In case of any discrepancy or any dispute arising on the interpretation of the general conditions, the English text shall prevail and therefore be decisive.
“Account Statement Date” designates the date on which cash flows and or assets flows and their balances are reported on an Account Statement.
“Account Statement” designates an electronic report produced by PayServices Inc. representing the available balance of the PayServices Current Accounts and Asset Accounts at a specific Value Date.
“Affiliate” designates with respect to a legal person, entity or body any other legal person, entity or body that directly or indirectly, controls, or is controlled by, or is under common control with the said legal person, entity or body.
“Affiliated Web Sites” designate web sites owned or operated by Parties or its Affiliates, Payservices included.
“Asset” designates the substance of transactions between Parties representing units of Value to be delivered and or executed over a given but identified period of time.
“Asset Account” designates the same construction as a Current Account where quantified units of Assets are represented as credits and debits concurrently with the PayServices Current Account activity, linking systematically exchange, delivery and payments together. A balance on an Asset Account indicates open transactions not yet executed/cleared, for which assets have not yet changed control, for which Assets still have to be delivered.
“Authentication Services” designates the multi factor identification processes operated by PayServices to grant access to its Software Platform and services.
“Auto Suggest” designates the search and process app to lookup collected documents with the Butterfly Browser to process this communication by acting on it with a set of user predefined commands such as but not limited to; accept, reject, confirm, pay etc.
“Bank Account” designates a Current Account held with a Bank or Financial Institution, other than PayServices and/or its affiliates.
“Bank Accounts Management System” or “BAMS” designate a specific section of the Credential Matrix developed by PayServices specifically dedicated to manage Bank Accounts details and Bank Account credentials with your banks. The same is applicable with your PayServices Current Accounts and your Assets Accounts operated with PayServices, hereafter in this paragraph referred to as Accounts. Standard Settlement Instructions are being managed from this section and represent the Accounts to be used for your Clearing & Settlement processes. From this section you will be able to share your Clearing & Settlement instructions with PayServices and with Certified Parties. The BAMS can also issue and receive messages in SWIFT format to release payments and collect Account Statements or manage cash pools as well as managing your In-House Bank and IHB Accounts.
“Barter Transaction” designates the exchange of quantified units of Assets for some units of other Assets without cash being paid and/or collected. Barter Transactions are possible with PayServices on the Butterfly Exchange. The change of ownership is substantiated by postings in the Asset Accounts of both seller and buyer. Delivery Notes will evidence the delivery of the bartered Assets.
“Beneficial Owner” designates the ‘beneficial owner’ as defined in Section 1 of the Money Laundering and Terrorist Financing (Prevention) Act.
“BigBigBrain” designates the search engine developed by PayServices and available on the Butterfly Browser with specific community related features, including Autosuggest features and other advanced algorithms.
“Bitcoin” is the Peer-to-Peer Blockchain internet currency as described at the http://bitcoin.org web site.
“Blockchain Technology” designates the specific database technology where structure and data are recorded in linear chronological order forming a chain of interconnected building blocks stored in multiple different publicly accessible locations where new added data, new blocks, will provide access to the entire chain of blocks and will as a result act as a public ledger. PayServices can provide the Blockchain Technology within its PayServices Customized Value Solutions.
“Business Day” designates a day/date or a portion of a day that is usually a weekday, when Banks are open for business in a particular country to pay and collect funds from and to Bank Accounts in the currency of that country. In other words, all days that are not a public bank holiday are Business Days. PayServices Inc. will however not be liable in case payments or collections to and from Bank Accounts are not possible on a Business Day due to local and/or regional bank holidays that are not matching official National Bank Holidays or pay funds after the daily cut-off hours in general and specifically during a season holiday period when banks use to close business earlier than their usual business hours. As a result, the Maturity Date of an exchange must always fall on a Business Day if the settlement of moneys transit through Bank Accounts.
Foreign Exchange Transactions involve two currencies. It is therefore required that the Maturity Date of Foreign Exchange Transactions matches a date where for both currencies Banks are open for business (a) in the countries of the respective national currencies and (b) in the country of residence of the Bank Account(s), unless moneys do not have to transit via Bank Accounts but only through your PayServices Current Accounts.
“Butterfly Bits” designate the database technology developed by PayServices using Blockchain Technology, enabling to record Master Data, transactional data, including monetary flows.
“Butterfly Blockchain Contracting” designates the innovative contracting module developed by PayServices using Blockchain Technology in public, private or hybrid ledger.
“Butterfly Browser” designates the HTML 5 end-to-end encrypted graphical interface developed by PayServices for both Mac OS and Windows OS to safely navigate and access the PayServices modules and related services. This unique technology operates with a number of identification safety features and processes to differentiate access rights and is able to evaluate and recognize the appliances used during the registration and subsequent accesses to our Software Platform. The Butterfly Browser operates with chip and NFC Card Readers and can read your debit and credit cards as well as the Belgian ID Cards. The safety and security features of our Butterfly Browser will perfectly fit the business and non-business segregation needs of many organizations as you can restrict access to the internet and impose our Butterfly Browser as single and unique gateway to conduct your business needs.
“Butterfly Chat” designates the real-time short message exchange App developed by PayServices to facilitate the exchange of geographic location, text, documents and pictures but also to execute quick money transfers, send payment requests as well as entering in commercial and other commitments using predefined authorization command buttons to accept or reject business proposals.
“Butterfly EDI” designates the traditional and/or Blockchain Electronic Data Interchange capabilities of Payservices to exchange and communicate using the following document standards; EDIFACT, X.12 EDI, SWIFT MT, ISO 20022 coded in the most commonly used formats.
“Butterfly Exchange” designates both the private bilateral market place and the public multi participant’s market place restricted to Certified Parties only, to propose Assets for Barter or for a price. On the Butterfly Exchange Parties can only transact with Certified Parties, said Certified Parties being acknowledged as acceptable Parties to trade with. Except for Barter Transactions, Assets need to be priced in a selected Transaction Currency, as defined in the Currency Index. All transacting Parties participating on the Butterfly Exchange have a delivery and a payment obligation, also called Clearing & Settlement obligation, at the maturity of the transaction. The Standard Maturity Date on the public exchange set is by default at Transaction Date + 4 (four) Business Days. For Deliverable Currency Exchanges the default Maturity Date is set at Transaction Date + 1 Business Day. Parties using the private Butterfly Exchange have the same delivery and payment obligation but are free to agree their Clearing & Settlement date as these private exchanges are conducted on bilateral basis, hence bilateral agreement determine the rules. Circular or local Economies in particular can benefit from the Butterfly Exchange when integrating the proposed PayServices Customized Value Solutions.
“Butterfly Geo-location” designates the possibility such as offered with the Butterfly Chat to send your geographical location to your conversation partner facilitating local services, deliveries and designating the place of contracting.
“Butterfly Invoicing” designates the App developed by PayServices to produce, record, send and collect invoices with unique QR Codes in numerous formats including API to be uploaded and downloaded in ancillary systems and use the Credential Matrix coupled to the Butterfly Magic Messaging App to approve, reject, revise, correct, and confirm your invoices and the invoices received from your Certified Parties.
“Butterfly Magic Messaging” designates the structured push notifications App developed by PayServices as an alternative to the Butterfly Chat, to send notifications aiming a larger public and to receive structured notifications on or off line. These push notifications may be used to seek formal agreement, authorization, approval and/or votes and allows up to fifteen multiple user defined selections that the receiver can choose from to confirm, accept, to reject, to refrain or to communicate the preferred proposed option. The Magic Messages can also include attachments such as pictures, links and/or shortcuts. All the notification messages are Electronically Signed, tracked, recorded, stored and kept available. Certified Parties can exchange formal Payment Requests, quotes for Assets and manage many other business and non-business discussions and commitments.
“Butterfly Payment Smart App” designates the App developed by PayServices to collect and order payments from a mobile device between two Certified Parties. It can be used as POS (Point Of Sale Terminal) or ATM (Automatic Teller Machine) device by a merchant to receive, pay and record payments from PayServices Current Accounts and/or Credit Cards. Restrictions may apply.
“Butterfly Shopping Cart” designates the app developed by PayServices allowing your customers to shop online, to select products from an online catalogue by adding them in a virtual shopping cart and checking customers out for payments using the PayServices payment tools. The Butterfly Shopping Cart can be operated on a Client Portal or on PayServices.com through a PayServices Account.
“Butterfly Shopping Centre” designates the functionality offered to communities to propose products and services collectively under a collective brand name and/or system including Client Portals.
“Butterfly Smart App” designates the mobile version of the Butterfly Browser running on most mobile phones, tablets and mobile devices. Services available with the Butterfly Browser are also available on the Butterfly Smart App, the latter having specific mobile features in addition.
“Butterfly Ticketing Solutions” designates the App developed by PayServices to manage event ticket sales and payments online. This solution integrates the control of access rights on-site as well. Payments are acceptable via various means in currencies as specified in the Currency Index.
“Buy Bid” designates the price offered for Assets tendered on the Butterfly Exchange to purchase these Assets.
“Campaigns” designates promotion, notification, marketing, electoral and general information campaigns managed with the Butterfly Magic Messaging App addressing structured messages to announce new regulations, to send tax assessments, to alert or to notify or to send invoices, to lobby or to run any communication activity without spending capital for paperwork, ink, envelopes or stamp duties.
“Card Reader” designates the device that reads integrated circuits chips (IC Chips), RFID and near field communication chips (NFC Chips); magnetic stripes and printed quick response code (QR Code) used with PayServices to read debit and credit cards, id cards and PayServices cards for the purpose of identification and authentication.
“Certified Parties” designates the Parties that have explicitly accepted to enter in a business relationship on bilateral terms with another Party. Parties can start exchanging credentials in the form of Master Data using the Credential Matrix developed by PayServices to designate these Parties as Certified Parties. Both Parties need to affix their Electronic Signature to register Parties as Certified Parties, each Party receiving an electronic acceptance message confirming the said certification.
Parties are supposed to go through their own due diligence process as per their own Compliance Policies and Procedures or good sense and faith before considering connecting with new Parties.
Certified Parties may unilaterally revoke their certification with other Parties and subsequently prevent any new commitment. Notwithstanding the latter Parties remain committed for all obligations towards the revoked Parties in regard of transactions agreed to before said revocation. Electronic Signatures and Audit Trial will be able to testify all rights and obligations at any time.
“Clearing” designates the debits and the credits of traded Assets in the Asset Accounts of the Parties at the Delivery Date, when a Delivery Note is being digitally signed. The clearing process also finalizes the exchange and substantiates the delivery of the traded Assets.
“Clearing & Settlement Date” designates the Value Date also referred to as Maturity Date for (1) moving the Assets in the respective Assets Accounts and (2) moving cash in the respective PayServices Current Accounts of the Parties as a result of an exchange on the Butterfly Exchange. Unless payment or partial payment occurred in advance both Asset and Cash movements will take place concurrently, at the same Value Date.
“Clearing & Settlement Principle” designates the principle that all transactions will always generating identifiable flows in both the PayServices Current Account for cash flows (Settlement) and in the Assets Account (Clearing) and link both movements with the underlying transactional data ensuring an historical comprehensive traceability of transactions and their related cash flows.
“Client Portal” designates your internet portal interfaced with servers controlled by PayServices using an Application Program Interface specifically owned, developed, designed and controlled by PayServices and build as per Client specifications.
“Complementary Currency Management System” or CCMS designates the App and system environment developed by PayServices to manage various Complementary Currency including your own tailor made Complementary Currency.
“Connected Web Sites” designate third Party Web Sites or Client Portals connected to Affiliated Web Sites using APIs.
“Corporate Data” designates all the transmitted legal and/or legalized identification records of a legal person, entity or body as transmitted to PayServices by one or more Legal Representatives, as per prevailing and transmitted by-laws, during and after the registration process of PayServices Account. Corporate Data is uploaded, approved/rejected, recorded, stored and published online after the registration process of a PayServices Account. Corporate Data is accessible for public download in the Credential Matrix to permit all Parties to assess the credit risk before entering in a business relation with a Party.
You have the obligation to notify the Ultimate Beneficial Owner of a PayServices Account, to prevent abusive use of group and/or brand names. All Group Companies Affiliates will appear as affiliated companies.
Legal Representatives need to declare the direct shareholders of each legal person, entity or body. Each shareholder having control of more than 10% of the controlling shares will also have to register with PayServices through her/his Legal Representatives.
We may verify your Corporate Data registration information with a third party verification vendor.
“Credential Management System” or CMS designates the section of the Credential Matrix specifically dedicated to assign and revoke roles and mandates of your Legal- and Operational Representatives and share this information within your Organization and with Certified Parties.
The imperative role of the CMS module is therefore usually restricted to the Human Resources Departments, the Legal Departments, Corporate Secretariat and Senior Management.
“Credential Matrix” designates the app developed by PayServices to manage the chain of command and the structure of organizations identifying and empowering your personnel to represent organisations and delegating roles, scope, defining departments and responsibilities within the organisation to any extent desirable or opportune to the business needs and finally it also facilitates the monitoring and implementation of segregation of duties. It is fitted to manage bank signatories, trading representatives and authorized personnel with limits and scope and enables to confirm, change and monitor these delegations at any time.
The Credential Matrix data is intended to be shared and visible inside but also outside the organization to facilitate connections and information exchanges.
It also permits to target a specific community as it can be used as address book for the Magic Messaging App of PayServices in-house or with Certified Parties to run for votes, opinions or any other communication on-line and in line with your internal or external business strategy.
The Credential Matrix also allows monitoring headcount, headcount by location, headcount by department and can automatically produce organization charts and is as such a powerful tool for Human Resources Management, available at each level of your organization.
“Credit Risk Management App” designates the App developed by PayServices to allow Certified Parties to manage credit limits and monitor open contractual obligations, open Account Payables and open Account Receivables on a bilateral basis, on-line. Certified Parties will be able to confirm open positions, net payments, notify late payments in advance and negotiate late payments with the respective Operational Representatives of both Certified Parties. The Credit Risk Management App facilitates month-end closing, increases visibility and reduces risk; it can develop into a powerful daily control tool to communicate effectively inside and outside your organization.
"Cut-Off Time" designates the daily time limit indicating a particular hour during the day after which Payment Orders to and from Bank Accounts will no longer be executed that same day. The Cut-Off Time principle is only applicable for money transfers from and to Bank Accounts and are linked to prevailing bank business hours in a certain country, usually the country of residence of the Central Bank managing the monetary policies of said currency. The list of Cut-Off Time may be available in the Currency Index. Transfers of Moneys between PayServices Current Accounts are not subject to Cut-Off Time.
“Currency Index” designates the directory of all currencies identified by PayServices Inc. and is available at https://www.PayServices.com/currency.php
"Current Account" designates a representation of recorded credits and debits of cash flows expressed in one currency where (1) credits, inflows, collections are representing an increase of monetary assets and (2) debits, outflows, payments are representing a decrease of monetary assets, where credit and debits are recorded by Value Date, whereas the sum of all debits and credits are represented by a balance that is current at any particular Value Date; this construction is called a Current Account.
“Data Dedicated Secure Servers” or DDSS designate the servers leased to you by PayServices configured with security precautions comparable to PCI DSS Level I standards but without certification. The systems are scalable and depending on size may include data replication, load balancers, firewalls etc.
“Deal Ticket” designates the confirmation of a transaction between Parties but is a short version of a Transaction Confirmation, often applicable to financial and derivative transactions. The combination of the use of both confirmations is merely used for the purpose of segregation of duties within larger organizations. Deal Tickets will confirm the occurrence of a transaction addressing the basic communication needs of a portion of the organization that is not interested in the details and merely serves as a transaction proof for the Traders. Deal Tickets are therefore always followed by Transaction Confirmations but usually with different distribution lists. The Deal Ticket will display a unique Transaction Reference Number.
“Deliverable Currency Exchange Transaction” designates a deliverable foreign exchange transaction where currencies are exchanged at the Maturity Date of the transaction, unlike non-deliverable foreign exchange transactions. It is therefore a real exchange of moneys. Deliverable Currency Exchange Transactions are traded at the Butterfly Exchange. Deliverable Currency Exchange Transactions allow cross-border workers and tourists and/or emerging market populations to exchange currency at very attractive prices, at any time and circumvent the very expensive exchange of banknotes. So far foreign exchange derivative transactions are not yet possible with the Butterfly Exchange. The Settlement and Maturity Date of Deliverable Currency Exchange Transactions are set by default at Transaction Date + 1 Business Day. To prevent counterparty defaults, only available unencumbered currency balances can be put for sale at the Butterfly Exchange. Your Electronic Signature will seal the transactions.
“Delivery” designates the delivery of the Assets as evidenced by a Delivery Note digitally signed by both Parties as subsequently recorded in Asset Accounts.
“Delivery Date” designates the date of delivery of Assets as evidenced with the corresponding Delivery Note, signed by both Parties.
“Delivery Note” designates the digitally signed message that will confirm the effective transmission and/or gain of the traded Assets. The Delivery Note is generated automatically when the deliverer of the Assets presents and/or sends a standard Delivery Acknowledgement message to the recipient of the Assets and that the latter digitally signs, acknowledges the receipt of the Assets. The Delivery Note will automatically clear the Asset Accounts of both Parties and will simultaneously settle the PayServices Current Account accordingly, if not yet settled or fully settled; the latter in case full or partial was required in advance, before the delivery of the Assets occurred.
“Delivery Obligation” designates the commitment by the Parties to deliver sold Assets under the agreed terms and conditions of the underlying Transactions executed on the Butterfly Exchange executed using the Butterfly Browser or using the Butterfly Magic Messaging or using the Butterfly Chat. Your Electronic Signature serves as proof and can act as valid constraint to enforce delivery.
“Delivery Period” designates a period of time in the future for Assets to be delivered by the seller to the buyer, usually expressed in weeks or months, used in cases Parties cannot identify and commit to a particular Delivery Date.
“Device(s)” designates your appliance(s) registered at PayServices during the registration process for the purpose of identification and authentication of online access permissions.
“Device and Card Manager” designates the App developed by PayServices to monitor and manage cards and connected devices used with PayServices.
“Disposable Balance” designates the amount of credit balance on a PayServices Current Account that is unencumbered and therefore available for payment or to bid on the Butterfly Exchange.
“Distribution Network” designates the PayServices’ network of advertising channels in all forms of media-applications and devices used to promote its services offers.
“Electronic Signature” designates the legal and binding equivalent of your handwritten signature as a proof of identity and intend in acting (1) on behalf of yourself, you as Beneficial Owner or (2) acting on behalf of a PayServices Account holder and Beneficial Owner, as Legal- or Operational Representative, (3) acting of behalf of a Personal PayServices Account as its Legal representative. Your authenticated presence on our Platform and the use of the various Apps and Appliances require various digital signature processes, all of these processes being defined for this agreement as Electronic Signatures to access and obtain our Services. As a result you hereby unconditionally accept to waive any your rights to dispute this definition in any form or intend.
“E-Shop Services” designates the digital shopping services developed by PayServices to accommodate and facilitate internet sales of Parties willing to benefit of a full set of integrated tools and security processes and this at very competitive conditions. The E-Shop Services are especially attractive for Parties willing to start to reach new customers outside their usual reach or to add and promote new services to their current client base.
“Events Manager” designates the App developed by PayServices to organize events, to accommodate concerts events, spectacles, airplane filling, designing your floor plan, configuring sitting arrangements, attributing ticket to numbered seats, assigning and allocating different prices to different perimeters and distinguishing sold from unsold places. In combination with the Butterfly Ticketing Solutions you can run your show.
“Exchange Fees” designate the fees and duties applicable to all exchanges transacted with the Butterfly Exchange and settled through your PayServices Current Account and cleared through your Asset Accounts. The fees represent an income for PayServices; the duties represent tax to be paid by PayServices to the relevant tax collector instances.
“Exchange Rate/Price” designates the committed price agreed between Parties to exchange Assets for Currency or Currency for Currency based on a Valid Public Offer posted on the Butterfly Exchange that has been accepted by the Parties. This price is final for the Parties as soon as the bidding Party posts agreement evidenced by her/his digital signature. Exchange Rates of Public Offers are published in real time on the Butterfly Exchange.
“Execution” designates all actions undertaken or to undertake by the Certified Parties after a trade/exchange transaction has been agreed, Electronically Signed, to fulfil all of their respective obligations under their contract.
“Expense Smart App” designates the App developed by PayServices to very quickly record expenses using a mobile device by photographing the receipt and completing the expense data linked to it.
“EZSignUP” – designates a digital multi-factor registration process and solution developed by PayServices applicable to a Natural Person willing to open a Personal PayServices Account. The EZSignUP is compliant with KYC (Know Your Customer) and AML (Anti Money Laundering) procedures, laws and regulations.
PayServices must authenticate each individual. The following personal information will be transmitted on-line by the Natural Person during the EZSignUP process, all relating personally to the same Natural Person;
(i) A picture of a valid identification document
(ii) An online picture of the Natural Person
(iii) A valid and complete address of residence
(iv) One supplier bill, not older than 2 months, addressed to the registering Natural Person showing a client number and/or reference and matching the transmitted complete address of residence
(v) A valid and personal mobile phone number of the Natural Person
(vi) An online video recording image and voice of the Natural Person reading and endorsing all of the five (5) preceding statements/items are true, reliable and valid.
We may verify your registration information with one or more third party verification vendors.
In some cases, we may ask you to send us additional information, such as a copy of your driver's license or passport, or to answer additional questions to help us verify your identity. It is your responsibility that all the information you provide to us is accurate, current and complete.
“Fleet Manager” designates the App developed by PayServices to monitor and manage a fleet of vehicles for insurances, for periodic service, for mileage, for leasing contracts and related fleet concerns.
“Foreign Currency” designates a currency which is legal tender in a foreign country or foreign compared to the residence of a Bank Account.
“Foreign Currency Bank Account” designates a Bank Account in a foreign currency.
“Indisputable Business Proposal” designates a legitimate and reasonable proposal of a Party to tender Asset or Currency in regard of prevailing law and regulations and the capacity of either Party to execute the contract and finally without prejudice to either PayServices or any of the Parties involved. PayServices will at its own initiative and at any time, without warning and/or notification and without justification reject and cancel a business proposal if PayServices has suspicion or sign of fraud or deceit materializing that could harm any of the Parties or PayServices and we reserve the right to inform the competent Authorities of such deceitful behaviour. Furthermore, we will be entitled to block the accounts and access of the alleged infringer until further notice, without any obligation of time and result. The Parties herewith agree to keep PayServices harmless of any consequence should such compliance activity being exercised.
“Information” designates individually and collectively all data, confidential or not, directly or indirectly stored, retrieved, obtained, transmitted, supplied, collected, consulted, including your Master Data personal access credentials and your Electronic Signatures in connection with all Services under this Agreement including our suggestions, all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, Selected Ad Groups, Content, and URLs.
“IP White List” designates the table where Parties can approve, store and manage IP addresses of related web sites to run API’s and define fixed IP addresses.
“MAC Address” designates the Media Access Code. PayServices will whenever accessible, read and record the MAC and use it during multi factor identification processes.
“Master Data” designates, Personal Data, Corporate Data and Operational Data. The use, update and maintenance and sharing/distribution/publication of Master data with other Certified Parties is entirely under the responsibility of each Party. PayServices will not be liable to any Party for the incorrectness or misuse of Master Data. Parties herewith unconditionally accept to keep PayServices harmless of any claim in respect of incorrectness and/or absence of Master Data or from any misuse or fraud attempts or fraud caused by the use of their Master Data.
“Natural Person(s)” designates an identifiable individual human being who can provide sufficient and valid identity proof, Personal Data, to PayServices to be accepted as a Party to this agreement, acceptable to PayServices to open a Personal PayServices Account for said Natural Person as per prevailing regulated KYC and AML processes imposed by PayServices.
“Operational Data” designates a portion of Master Data that is operational in nature but that has to be treated as confidential, exchangeable with Certified Parties in full or in part, such as but not limited to Standard Settlement Instructions, ID card details, bank card details, credit card details, contact details, open commitments/contracts, business limits, Credentials exchanges, transaction confirmations, invoices, credit notes or any other information directly or indirectly connected with the business relationship between Parties, that Parties explicitly share using the Credential Matrix processes with Electronic Signatures, substantiating consent to share Master Data.
“Operational Representatives” designate the Personal PayServices Account holders appearing in the Credential Matrix of a PayServices Account as a result of being digitally appointed by way of Electronic Signature by a Legal Representative to represent said Party in line with the operational chain of command to operate her/his role within the organization of said Party. Legal Representatives have the right sub-delegate such appointing authority to Operational Representatives (Legal Departments, HR Departments) as deemed appropriate but without subrogating the privileges of the statutory role of the Legal Representative in charge.
Operational Representatives must declare and both Parties must be able to substantiate a legal contractual binding relationship between said Parties in the form of (1) an employee/employer contract and/or (2) contractor agreement and such contracts must be valid for the period between the nomination of an Operational Representative until her/his revocation as evidenced by the exchanged Electronic Signatures and are by definition Authorized Parties in this specific Operational Representative relationship.
PayServices and/or Regulatory Instances may at any time demand such evidence including but not limited to invoices, payslips and related subsequent payment proofs.
We strongly recommend to delegate within limits and refrain to deliver individual authority to Operational Representatives.
Legal Representatives cannot be appointed with our Software Platform unless our Software Platform is legally accepted with the relevant regulatory instances to manage these nominations in the relevant jurisdiction.
In the legal and commercial relationship between Parties and PayServices the Beneficial Owner position will prevail.
Nomination and revocation of Operational Representatives will be posted in the Credential Matrix and thus available for public access and does not affect the capacity of the Personal PayServices Account holder in operating his Personal PayServices Account.
“Legal Representative” designates the Personal Payservices Account holder who can provide sufficient and valid Corporate Data to PayServices to demonstrate her/his legal authority to represent said legal person, entity or body. Such role is usually delegated to Legal Departments and/or Corporate Secretariat, in case of large organizations.
Such Corporate Data must be acceptable by PayServices as per prevailing and regulated KYC and AML processes imposed to PayServices.
Nomination and revocation of Legal Representatives will be posted in the Credential Matrix and thus available for public access and does not affect the capacity of the Personal PayServices Account holder in operating his Personal PayServices Account with our Software Platform.
“Public Presentation Rules” designate the public disclosure rules of the Parties and their representatives.
The public presentation rules for Natural Persons are as follows
a. For managing your Personal PayServices Account
The Beneficial Owner will appear with gender, first name, last name and country of residence to all Parties. Nicknames are not permitted; you will only operate with your real identity credentials.
b. For managing a PayServices Account
The Legal Representative will appear with gender, first name, last name, country of residence and legal representation title as appearing in the legal documentation of the relevant trade registry and/or bylaws.
Operational Representative will appear with gender, first name, last name, and country of residence, including operational title and the geographical operational scope of this operational title.
Legal Representatives and Operational Representatives can only operate a PayServices Account through their Personal PayServices Account.
Nomination and revocation of both Legal Representatives and Operational Representatives will be publicly disclosed and this publication does not affect the capacity of the Personal PayServices Account holder in operating her/his Personal PayServices Account for her/his personal use.
The Ultimate Beneficial Owner of a PayServices Account is also treated as public information.
You are responsible for:
1. Securing your appliances used to connect with our Software Platform.
2. Obtaining a secured internet access to connect with our Software Platform.
3. The performance of your internet access to connect with our Software Platform.
“Market Maker” designates the Certified Parties providing price and volume liquidity for certain assets or values exchanged on the Butterfly Exchange.
“Micro Credit Manager” designates the App developed by Payservices to grant and manage Micro Credits.
“Micro Donation App” designates the App developed by PayServices to donate and collect small amounts of money exclusively in favour Certified Parties.
“Micro Insurance App” designates the Insurance App developed by PayServices to address emerging markets Insurance needs for Beneficial Owners that are otherwise not entitled or have access to the insurance market. The insurance terms and the premium payments can be managed with this App.
“Money Remittance Services” designates the money transfer services Payservices can accommodate using your PayServices Current Account and its payment capabilities.
“Money Service Bureau License” or MSB License designates the License obtained by PayServices to hold Values from third Parties on PayServices Current Accounts and Asset Accounts, to convert and to remit Values for account of third parties.
“Notification Centre” designates your communication centre where incoming notifications and outgoing notifications of the Butterfly Magic Messaging App are managed and stored.
“Party” designates the Beneficial Owner of a Personal PayServices Account or the Beneficial Owner of a PayServices Account and does not include PayServices. The legal relationship between you and PayServices for this agreement has been defined as Contractual Parties as expressed in the preamble of the present General Terms and Conditions.
“PayServices Account” designates an account opened by a Legal Representative for account of legal persons, entities or bodies exclusively dedicated to use our Software Platform in their statutory role of Beneficial Owners.
A PayServices Account can only be registered by a registered Personal PayServices Account holder, by definition a Natural Person, duly delegated to act as its Legal Representative. The registration process of a PayServices Account imposes at least one Legal Representative.
PayServices can accommodate access to PayServices Accounts using API’s after the registration process under restricted conditions.
“PayServices Current Account” designates a Current Account opened by Parties with PayServices where a credit balance will represent an asset for the Parties and while concurrently the same balance will represent a liability for PayServices as quantified, evidenced by an Account Statement issued by PayServices. PayServices Current Accounts can be held in most currencies as identified in the Currency Index.
“Payment Order” designates an instruction to pay and therefore debit your PayServices Current Account. Payment orders will be executed under the following conditions;
1. The Beneficial Owner and beneficiary of the payment is a Certified Party.
2. The Beneficial Owner and beneficiary of the payment is not a sanctioned party as defined by the US Office of Foreign Assets Control.
3. Your have not yet appeared as a sanctioned party as defined by the US Office of Foreign Assets Control.
4. The PayServices Current Account balance shows an unencumbered available credit balance.
5. The Payment Order is Electronically Signed and authenticated as a valid Digital Signature by PayServices as evidenced with the prevailing Credential Matrix.
Other restrictions may apply.
“PayServices Customized Value Solutions” designates the opportunity offered by PayServices to issue tailor-made complementary scriptural tender, supplementary to legal tender, to gain development opportunities in certain sectors of the economy to innovate, protect, orientate and stimulate activities where and when legal tender and ordinary banking solutions no longer fit these development and innovation needs.
The first seven visible benefits of a complementary scriptural tender issued with PayServices are (1) the low issuance costs, (2) the access to the multiple payment tools of PayServices, (3) a real market access using the Butterfly Exchange acting as liquidity provider to acquire, exchange, hold and later spend buy and sell Assets using the complementary scriptural tender, (4) the free of cost usage of a PS Current Account, (5) zero remittance costs for intercommunity donations, (6) reduced payment costs, (7) 24/7 access, payment and clearing.
For this purpose PayServices has developed tools and defined processes to enable the issuer of complementary scriptural tender to issue and control the monetary flows within the limited monetary network of the new complementary scriptural tender in line with the objectives it has been defined and designed for. PayServices will assist Issuers in defining and implementing their complementary scriptural tender.
“Personal Data” designates all the transmitted identification records as provided by a Natural Person during the registration process of her/his Personal PayServices Account.
Gender, birth date, full names and residence of all Natural Persons are visible to Certified Parties.
Additional contact details can be obtained with Certified Parties using the Credential Matrix and Parties are free to share or not to share such additional contact details.
Parties have the option to specify in Credential Matrix if they are open or not to receive commercial offers from selected Parties or all Parties or not to be solicited at all.
“Personal PayServices Account” designates the personal account with a unique valid electronic identifier to access the restricted User Interface of our Software Platform exclusively dedicated to an individual Natural Person to perform three possible roles
(1) Acting on behalf of the Beneficial Owner being herself/himself, the Natural Person.
(2) Acting as Tutor, acting on behalf of another Natural Person and Beneficial Owner holder of a Personal PayServices Account, acting as the Legal Representative of said Natural Person.
(3) Acting on behalf of the Beneficial Owner of a PayServices Account, the latter being a legal person, entity or body, acting as the Legal Representative or the Operational Representative of said legal person, entity or body.
A Personal PayServices Account is personal and may only be accessed by its sole and unique Beneficial Owner. You as a Natural Person are at any time personally liable for the use of your Personal PayServices Account in regard of any legal and/or regulatory claim.
PayServices has purposely developed a Credential Matrix that permits delegation of powers to prevent situations where unidentifiable Natural Persons access a Personal PayServices Account.
“Represented Parties” designate the Natural Persons under the age of 18 or any Natural Person in need of representation represented by a Legal Tutor as defined in Civil Law, acting as a Legal Representative. PayServices has defined Represented Parties as entirely inapt to enter in any form of legal binding contracts. Any attempt to claim legal rights based on communication records of our Software Platform exchanged with Represented Parties will be considered null and void, regardless of the form and substance of the said communication.
“PII” designates Personally Identifiable Information
“PIN Code” designates the user defined Personal Identification Number used to regain access to your open session on our Software Platform.
“POS Terminal” designates the PayServices Point of Sale Terminal developed by PayServices and connected with our servers. The POS Terminal is equipped with a keypad, an LCD colour screen, a printer and a scanner. The POS Terminal can authenticate Debit, Credit and PayServices Cards to settle payments at the premises of a Merchant. PayServices controls the POS Terminal software and the entire information flow between the POS Terminal and our servers.
“Price List” designates the set of Fees available on our Software Platform for the different services offered on the Software Platform extract of which is found here: https://www.payservices.com/pricing.php .
“Private Exchange” designates a restricted access to the private domain of the Butterfly Exchange, restricted to Certified Parties willing to trade privately, on bilateral basis only. A Private Exchange may run also on a Client Portal.
"Program” please see definition of User Interface.
“Quotation Logic” designates the logic applicable to rank comparable bids and offers, mostly only applicable to commodities and financial products. The Quotation Logic will therefore rank the best bids and offers as first in row of possible transactions and the Butterfly Exchange will prioritize these bids and offers to be traded. Parties have the freedom to cancel any bid and/or offer at any time. The presence of bids and offers is not guaranteed. Parties are therefore recommended to post Buy Bids and Sales Offers at a price level acceptable for them. PayServices cannot be blamed for absence of Buy Bids and Sales Offers or for bad price transactions.
Unless product specifications of new branded product allow, products will often not be able to compare in prices and will therefore not follow the Quotation Logic.
“Sales Report” designates the on-line sales reporting capabilities to monitor sales and sales force performances using the different on-line communication Apps activities.
“Secured Contract Management App” designates the App developed by Payservices to authenticate and validate contracts between two Authorized Parties based on affixed Electronic Signatures of Legal Representatives and/or Operational Representatives duly delegated for this purpose as evidenced in the prevailing Credential Matrix of Certified Parties involved. Such Electronically Signed contracts are stamped with a unique reference code at the time and date of the release of such Electronic Signature.
"Service Agreement" means the service agreement you are required to execute with us in order to receive Consultancy & Support Services, and will be provided to you if you order for Software Development, Consultancy and/or Support Services.
"Services" means (each and altogether) the User Interfaces and the services as described in these General Terms and Conditions and exclusively accessible on our Software Platform. Without prejudice to any other provisions of these General Terms and Conditions, the Contractual Parties agree that each of the Services provided by PayServices will substantially be in conformance with the applicable respective Service specification and limitations.
"Service Specification" designates the detailed description of each of Apps and related Services accessible on the applicable specification page of our Software Platform or which are agreed to in a separate Service Agreement.
“Smart Cash Management Module” designates the cash management module developed by PayServices that allows a Treasury Department to change the cash flows routes at any time before the settlement of financial and commercial transactions and channel these cash flows to the most opportune cash-pool account. Certified Parties paying to each other will generate an automated Payment Notification indicating the correspondent maturing invoices and/or financial transactions to the payment beneficiary before the funds hit Bank Accounts or Payservices Current Accounts, this pre-notification will also improve the day-to-day Cash Management forecast and allows a full automated reconciliation process.
“Split Billing” designates the App developed by PayServices to reallocate charges based on a preset distribution key between departments of a corporation or between Certified Parties forming a community like for example a homeowners association.
“Standard Settlement Instructions” or SSI are part of Master Data and designate more specifically the complete set of standard payment instructions to wire funds to allow
(1) PayServices Inc. to wire funds to an external Bank Account as ordered by a Beneficial Owner or one or more of her/his Operational Representatives
(2) A Beneficial Owner to wire funds from a Bank Account to a PayServices Current Account
(3) A Beneficial Owner or one or more of her/his Operational Representatives to release payment from a Bank Account to another Bank Account, where cash flows do not transit through PayServices Inc. using the Smart Cash Management Module.
“Support” designates the assistance for issues and questions Parties may have. PayServices has foreseen a Frequently Asked Question List on the Support page to address the most common questions in some cases further supported with video sequences. If you cannot find the appropriate answer to your question or you have a claim or you want to alert us you can contact us at: https://www.payservices.com/contact.php or the Butterfly Magic Messaging App addressing all your concerns via the Support Function and we will do our best efforts to address your concerns in due time.
“SWIFT ISO (20022) MT System” designates transaction transmission protocols supported by PayServices and which are compatible with the international standard that defines the ISO platform for the development of financial message standards. The ISO 20022 business modelling approach allows users and developers to represent financial business processes and underlying transactions in a formal and secured way. The system allows among other to provide manually, semi automatically or automatically various banking instructions to be exchanged with banks around the world and that can be executed by those banks pending exchanged credentials with or without our CMS module. A typical instruction would be to debit or credit an account or to exchange bank statements.
“Trading” designates the negotiation and commercial activities that take place between Parties using a PayServices Account and making use of the various apps and modules at their disposal to among others, offer, monitor, price, confirm, settle and clear commercial commitments.
“Transaction Confirmation” designates the automatically generated notification message to the Parties confirming terms and conditions of transaction executed with the Butterfly Exchange, including information such as payment and delivery terms. Transaction Confirmations will only be generated if both parties Electronically Signed off. Note that both Parties under certain conditions may cancel or amend a transaction if both parties agree to do so at the same time; concurrently to the latter, the Transaction Confirmation will be cancelled or amended and notified to the parties. If immediate partial and/or full payment is requested, that payment will occur at the transaction point in time, regardless of the delivery date of traded Assets. The Transaction Confirmation will include payment execution information if occurred. If payment occurs the cash flow movements in the PS Current Accounts and the Assets flows in the Assets Accounts of the Parties will also confirm respectively the said payment execution and purchase/sale of the Assets. The Transaction Confirmation will display a unique Transaction Reference Number.
“Transaction Currency” designates both the currency of the price quotation and the payment currency.
“Transaction Date” designates the agreement date on which Parties Electronically Signed their agreement to enter into a transaction. Deal Date and Commitment Date have the same meaning.
"Transaction Reference Number" designates a unique Reference Number linking transaction, confirmations, invoices, delivery, clearing, settlement and reconciliation of transactions.
“Valid Public Offer” designates an Indisputable Business Proposal, open to multiple bidders, posted on the Butterfly Exchange to buy or sell Assets or Currency.
“Value” designates all asset classes that can be expressed in quantifiable units and price such as but not limited to Commitments for goods and services, Account Receivables, Cash, Licenses, Copyrights, Brands, Insurance Premium, Debt Receivables, Inventories, Live Stock, Harvest, Rent, Real Estate, Vouchers, Reward Points, Entry Tickets, Commodities, Building Permit, Shares, Credit Notes, Bonds etc… or all asset classes that can be identified to be essential to world citizens to establish identity and rights such as but not limited to Driving License, Identity Card, Passports, Work Permit, Employment Permit, Work Visa, Residence Permit, Firearms License, Fishing Permit, Property Deed etc…
“Value Date” designates the date on which interest starts or stops to be accrued on a principal amount as a result of a payment and/or collection and therefore the Value Date indicates the effective date on which moneys change control, leaving the Current Account of the payer to enter into the Current Account of the beneficiary, both having control of their own PayServices Current Account.
“ZubyBox” designates the e-mail App developed by PayServices, providing end-to-end encryption between Certified Parties. ZubyBox may also be used in an integrated manner with the Butterfly Browser and indexes messages with their related PayServices activities and services.
2. Statement of Understanding
A Personal PayServices Account can only represent 1 (one) Natural Person, the Beneficial Owner.
A PayServices Account can only represent 1 (one) legal person, entity or body, the Beneficial Owner.
A PayServices Account can only be operated with a Personal PayServices Account, by a Natural Person holder of a Personal PayServices Account.
To operate a PayServices Account you need to assign credentials to a Personal PayServices Account holder, a Natural Person acting as Legal Representative and/or Operational Representative.
The Legal Representative role is fundamental. As Legal Representative you have demonstrated legal authority credentials (1) to represent a Natural Person as Legal Tutor as defined in Civil Law and/or (2)to represent a PayServices Account acting as a Proxy Holder nominated by the Legal Representative of the Beneficial Owner of the PayServices Account.
As Legal Representative of a PayServices Account you have individually or together the rights to nominate and assign and revoke delegation of powers, roles, to Operational Representatives and other Legal Representatives.
Operational Representative can only be appointed with a limited capacity of legal authority to represent a PayServices Account for common business relationship duties, limited in scope and size, in line with your common practices of your business model and without any power to subrogate any rights of any Legal Representative at any point in time.
Initially only a Legal Representative can nominate an Operational Representative. Legal Representatives can sub delegate this delegation authority to other Operational Representatives to nominate and assign and revoke other Operational Representatives.
A Natural Person holder of a Personal PayServices Account can only play three (3) roles;
(1) Acting on behalf of the Beneficial Owner being herself/himself, the Natural Person.
(2) Acting as Tutor, acting on behalf of another Natural Person and Beneficial Owner holder of a Personal PayServices Account, acting as the Legal Representative of said Natural Person.
(3) Acting on behalf of the Beneficial Owner of a PayServices Account, the latter being a legal person, entity or body, acting as the Legal Representative or the Operational Representative of said legal person, entity or body.
Represented Parties, can only be connected to Certified Parties by their Legal Representative supervising their activities but Represented Parties cannot enter in legally binding contracts with said Certified Parties. Represented Parties will once connected with said Certified Parties be able to benefit directly from services provided by Certified Parties such as Schools, Universities, Nursing Homes, Doctors, Teachers and other Certified Parties of the same kind, but monitored and supervised by the Legal Representatives such as legal counsels, parents and family and/or friends. Represented Parties will only be visible within the limited network of Certified Parties, not publicly visible or reachable by non-Certified Parties.
3. Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
Our Software Platform may provide certain social media features and application programming interfaces ("API's") that enable you to:
1. Identify and /or provide access to a user or a system
2. Link from your own or certain third-party websites to certain content on this Website
3. Link from your own device to content on the Website
4. Provide access to various data and services
5. Send e-mails or other communications with certain content, or links to certain content, on this Website
6. Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.
Subject to the foregoing, you must not without our prior written consent:
1. Establish a link from any website that is not owned by you
2. Cause our Software Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site
3. Link to any part of the Website other than the homepage
4. Otherwise take any action with respect to the materials on our Software Platform that is inconsistent with any other provision of these General Terms and Conditions.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any API's or social media features and any links at any time without notice in our sole discretion.
4. Links from our Software Platform
If our Software Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
5. Anti-Money Laundering (AML) and Terrorist Financing Notice
6. Changes to the General Terms and Conditions
We may revise and update these General Terms and Conditions from time to time in our sole discretion and we may notify you of such changes via your email address linked to your Private PayServices Account and/or via a notice on the homepage of the Software Platform and/or via specific notifications messages delivered by one our Apps and/or via any other available or suitable means. All changes are effective immediately, as soon as posted.
Any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the Contractual Parties have actual notice.
The Company name, the Company logo and all related names, logos, product- and service names, designs, banners, devices and slogans are Trademarks of PayServices or its affiliates or licensors. You must not use such marks without the prior written consent of PayServices or its affiliates or licensors. All other names, logos, product and service names, designs, legal notices and slogans on our Software Platform are the trademarks of their respective owners and may not be hidden or removed while interacting with PayServices.
8. Accessing the Software Platform
PayServices will not be liable if for any reason all or any part of the Software Platform is unavailable for a certain period of time. From time to time, we may restrict access to some parts of the Software Platform, or the entire Software Platform, to visitors and/or Parties.
You are responsible for:
4. Securing your appliances used to connect with our Software Platform.
5. Obtaining a secured internet access to connect with our Software Platform.
6. The performance of your internet access to connect with our Software Platform.
At any time after the registration process the Parties accept and commit to keep their Master Data records updated, failing to do so PayServices may interrupt Services without prior notice, which the Parties herewith unconditionally accept. At any time a Master Data can be updated and the Parties hereby expressly accept to fully cooperate with PayServices to update outdated information at first request.
At its own discretion and at any time PayServices may interrupt access to the Software Platform to any Party if PayServices has any reasonable doubt about the trustworthiness of the transmitted and/or updated Personal Data and/or Corporate Data. PayServices will however keep all transmitted records in its database for further compliance testing and regulatory requests. Access to our Software Platform will be restored only if PayServices collects satisfactory evidence from the Parties to clear up all the reasonable doubts.
The video and voice recordings, recorded during the registration process will not be available to Parties and will remain at all times the sole ownership of PayServices. PayServices hereby expressly undertakes that it will not at its own initiative disclose any of the video and voice recordings data in its possession. PayServices will however disclose this information if relevant to public investigations and required by regulatory instances and/or legal authorities, which Parties hereby unconditionally accept.
Any piece of information directly or indirectly linked to any part of our security procedures must be treated as private, personal and confidential and you hereby agree and commit not to disclose and/or to share any of this information in any form or substance, including but not limited to loss or theft. You hereby unconditionally accept to be personally liable for any damage resulting from abusive access and use of such private, personal and confidential information directly or indirectly part of any security procedures to access our Software Platform.
You hereby unconditionally commit to notify us immediately of any unauthorized access or access attempt to our Software Platform. The latter will however not relieve you from your liabilities in respect of the preceding paragraph.
We have the right to suspend your access and access rights to our Software Platform at any time in our sole discretion for any reasonable reason, including if in our opinion you have violated any provision of these General Terms of Conditions.
9. Prohibited Uses
You may only use our Software Portal for lawful purposes and in accordance with these General Terms and Conditions.
You therefore must expressly agree not to use our Software Portal:
1. In any way that violates any applicable law or regulation including but not limited to international law, domestic law of your country of residence, central bank regulations and/or any other rules and regulations promulgated by any public instances.
2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or sharing or requesting any information in whatever form or substance, directly or indirectly by taking advantage of their juvenile ignorance.
3. To produce, to send, to transmit, to dispatch any form of "junk mail", "chain letter" or "spam" or any other similar solicitation.
4. To produce and publish any advertising or promotional materials for PayServices without our prior written consent.
5. To impersonate or attempt to impersonate directly or indirectly any Natural Person, including you or any legal person, entity or body and their affiliates, suppliers, customers and stakeholders and any of its Legal- or Operational Representatives, PayServices included.
6. To engage in any conduct that restricts or inhibits Parties the use or the enjoyment of the Software Portal or any conduct which may harm PayServices and the Parties or expose PayServices and the Parties to liability.
Additionally, you agree not to:
1. Use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our Website, the Services, applications or tools;
2. Use the Website in any manner that could disable, overburden, damage, or impair the Software Portal or interfere with any Parties in using our Services, including their ability to engage in real time activities through the Website;
3. Use any robot, spider or other automatic device, process or means to access our Software Portal for any purpose, including monitoring or copying any of the material on our Software Portal;
4. Use any manual process to monitor or copy any of the material on our Software Portal or for any other unauthorized purpose without our prior written consent;
5. Use any device, software or routine that interferes with the proper working of our Software Portal;
6. Circumvent any technical measures we use to provide the Services;
7. Harvest or otherwise collect information about users without their consent;
8. Commercialize any PayServices application or any information or software associated with such application;
9. Export or re-export any application or tool owned by PayServices unless fully compliant with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
10. Change and therefore transfer the Beneficial Owner of your Personal PayServices Account to a different Beneficial Owner.
11. Introduce directly or indirectly any viruses, Trojan horses, worms, logic bombs or any other harmful material in any form or substance in our Software Portal;
12. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Software Portal, the server on which our Software Portal is stored, or any server, computer, terminal or database connected to our Software Portal;
13. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
14. Otherwise attempt to interfere in any aspect with the proper working of our Software Portal.
10. Reliance on Information Posted
All of the information, with the exception of Master Data, obtained via our Software Portal is offered and presented for general information purposes only. We do not warrant the accuracy, completeness or relevance of such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance you or your stakeholders may place or may have placed on such materials.
You agree to defend, indemnify and hold harmless PayServices, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of any of the provisions of these General Terms and Conditions in any aspect including but not limited to communication, information, content, local and/or international legal and regulatory law and regulations even if the grounds of said violations are possibly or not, caused by your ignorance or your tacit or explicit negligence or caused by your inadequate appliances; generally speaking caused by your misinterpretation of these General Terms and Conditions.
12. Intellectual Property Rights
The Software Platform in its very details and its entirety, without limitations, is owned by PayServices, its licensors or any other suppliers and are protected by United States and International Copyright, Trademark, Patent, Trade Secret and Intellectual Property or Proprietary Rights Laws.
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material present on our Software Platform, except in the following instances or conditions:
1. Stored copies of such materials on your appliance in RAM (Random Access Memory) format incidental to your access to those materials.
2. Automated but uncontrolled cached materials stored your Web browser incidental to your access to those materials.
3. Consult and print pages from our Software platform for your own personal guidance only, without any commercial and consequent abusive intend in relation to Intellectual Property Rights.
4. Download and install our Apps on your appliance with the unique upfront intention to use these Apps for their purposed intend limited to your personal use and you agree to be bound by our General Terms and Conditions including by the user licence agreements of such Apps.
5. When we provide social media content in any form or substance, you may use this content for your private use only and you herewith agree and commit not to benefit from any commercial advantage circumventing our commercial and Intellectual Property rights in any possible way.
You may not:
1. Modify copies of any materials from this site.
2. Use any illustrations, photographs, video or audio sequences or any graphics in isolation from the accompanying text.
3. Delete or modify, purposely or not, any Copyright, Trademark or any other Proprietary Rights notices from your copies of materials from our Software Platform.
4. Undertake any action that could directly or indirectly, visibly or not, undermine or potentially undermine the integrity of the Software Platform or any of its processes and or its networks by attempting to gain unauthorized access in any form or substance, with any available or not yet available technology that could directly or indirectly harm our commercial position in regard of Intellectual Property Rights or prevent us to protect these.
5. Sell, license, rent, modify, reverse engineer or use any of the PayServices Intellectual Property without prior documented and substantiated prior approval from PayServices.
6. Generally speaking, to undertake any action raising sufficient concern in our opinion in harming our Intellectual Property Rights or to undertake any action that is reasonably questionable in view of prevailing law and regulations.
Generally speaking, if you wish to make use of materials available our Software Platform outside of your specific user credentials as articulated in these General Terms and Conditions please address your request by sending us a message via: https://www.PayServices.com/contact.php
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these General Terms and Conditions or attempt to do so, your rights to access our Software Platform and access to your Personal PayServices Account any related Services will cease immediately and you will have to return or destroy any copies of the materials you have collected and/or may have disclosed. PayServices does not transfer any rights, title or interests to you at any time, unless expressly documented and substantiated in a separate agreement. Any use not expressly permitted in the provisions of these General Terms and Conditions will therefore be a breach of this agreement.
13. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or from the Software Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining all means external to our Software Platform for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, your computer programs, your appliances, your data or other of your proprietary material due to your use of the Software Platform or any of the Services or items obtained through the Software Platform or to your download of any material posted on our Software Platform, or from any website directly or indirectly linked to it.
Your use of our Software Platform, its content and any of the Services or items obtained through our Software Platform is at your own risk. The Software Platform, its content and each of the Services or items obtained through our Software Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, either expressed or implied. Neither PayServices nor any person associated with PayServices makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Software Platform. Without limiting the foregoing, neither PayServices nor anyone associated with PayServices represents or warrants that the Software Platform, its content or any Services or items obtained through the Software Platform will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Software Platform or the connected servers are free of viruses or other harmful components, even if harmless to our servers, or that the Software Platform or any Services or items obtained through the Software Platform will otherwise meet your needs or expectations.
PayServices hereby disclaims all warranties of any kind, whether expressed or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and condition for particular purpose.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
14. Monitoring and Enforcement – Termination
We have the right to take all appropriate legal action and suspend your accesses to the Software Platform at any time if there is in our opinion sufficient concern or there is in our opinion reasonably questionable activities or behaviour in view of prevailing law and regulations or in view of these General Terms and Conditions.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identity or any other information directly related to your activities on our Software Platform. You unconditionally waive and hold harmless PayServices and its affiliates, licensees and service providers from any claims resulting from any action taken by PayServices during or as a result of its investigations and from any actions taken as a consequence of investigations by either law enforcement authorities or regulatory instances.
15. Information About You and Your Visits
16. Entire Agreement
17. Limitation on Time to File Claims
Without prejudice to the foregoing, any cause of action or claim you may have, arising out of or relating to these General Terms and Conditions or the our Software Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
18. Your Comments and Concerns
If you have any questions relating to these General Terms and Conditions you are invited to consult our support page at: https://www.payservices.com/support.php or contact us at: https://www.PayServices.com/contact.php
All notices of Copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy https://www.PayServices.com/copyright.php in form and substance set forth therein.
Feedback, comments, requests for technical support and other communications relating our Software Platform should be directed to: https://www.PayServices.com/contact.php
19. Waiver and Severability
If any provision of these General terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the General Terms and Conditions will continue in full force and effect.
20. Certificate of inheritance / information / death
After the death of a Beneficial Owner, PayServices will request the Beneficial Owner claiming to be her/his legal successor to perform all necessary legal deeds to demonstrate her/his legal rights and will be obliged to submit to us a valid certificate of inheritance delivered by a recognized civil-law notary and/or submit any other legal documents deemed necessary and acceptable to us. We will systematically connect with said notary. We will not to provide any historical information regarding the use of a Personal PayServices Account to the survivors or Legal Representatives for the period preceding the Beneficial Owner’s date of decease.
21. Governing Law and Jurisdiction
All legal matters relating to our Software Platform and these General Terms and Conditions, any dispute or claim arising referring hereto or related hereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
The Contractual Parties to this Agreement shall use their best efforts to resolve any dispute that arises hereunder. Subject to the foregoing, any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The state of arbitration shall be Florida.
Last modified: April 24, 2016.
1. The Butterfly Exchange Service
The Butterfly Exchange Service allows buyers ("Buyers") and sellers ("Sellers") as the Service users, to observe exchange rates, offers to exchange, buy or sell various symbols of value (hereinafter “Service”). The Service also allows registered users of the Service having a verified Butterfly account to:
1) Transfer symbols of value to other users of the Butterfly Exchange or to accounts outside of PayServices Inc. ecosystem or client portals and affiliated companies and web sites.
2) Use Symbols of Value for purchasing or exchanging products, services, commitments, opinions and any other symbol of value.
3) Access and use interconnected systems and values such as and without limitations, the Ripple system, Etherium, fiat and crypto currencies exchanges and systems etc. It is understood that in case of use of other systems via the Butterfly exchange, other limitations and rules may also apply.
4) Search for historical exchange and other data.
5) Handle, exchange, offer and buy commitments, opinions, votes.
6) Other services to be provided, added or eliminated from time to time
The trading of goods and products, real or virtual, symbols of value such as virtual currencies, opinions, votes and commitments involves significant risk. Prices can and do fluctuate on any given day, exchanges and markets and technical issues may create uncertainties and fluctuations in the value of such symbols of value. Due to such value fluctuations, you may increase or lose value of your assets at any given moment and may also go into debt. Any symbol of value such as currency - virtual or not - may be subject to various swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.
Blockchain, and many other non-fiat currencies trading also have special risks not generally shared with official currencies, goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, Blockchain currencies such as Bitcoin or Butterfly Bits are a unique kind of currency, backed by technology and trust. There is no central bank that can take corrective measure to protect the value of Blockchain currencies in a crisis, issue more currency or provide for interest rates and other money markets managing tools.
Other symbols of value such as some Complementary Currencies may be only backed by private, public or other organizations. A good example may be Frequent Flyers miles which is a Complementary Currency backed by an airline. These symbols of value heavily depend on the operators that operate these values and these values may fluctuate or even lose value completely under certain circumstances.
Many blockchain currencies are an as-yet autonomous or a private or public company backed and are largely unregulated worldwide by a system of currency firms and individuals. Traders put their trust in a digital, decentralized and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity.
Various Symbols of value trading is probably susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Blockchain currencies should unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative currencies, a technical issue or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling or intervene in such mechanism so that it is compromised.
You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading the various symbols of values offered here.
We may also use also traditional financial, credit card or banking providers in order to receive client moneys and making payments. Unlike the Butterfly Exchange, most of the the legacy banking and financial services providers DO NOT exchange, transfer nor support symbols of value such as Complementary Currency, Block Chain currencies such as Bitcoins or Butterfly Bits, Barter Currencies , Commitments or provide any services in connection with such symbols of value.
Some partner cards may be co-branded and/or equipped with a Butterfly wallet. These may be used for various lifesaving medical applications where the card or system files linked to the card may hold data. It is up to the cardholder or doctors or partners managing this project to provide correct data. PS provides only some tools and technology but is not responsible nor is a party for such initiatives which are out of the scope of the Butterfly e wallet.
3. User account
We are vigilant in maintaining the security of our Website and the Service. By registering with us, you agree to provide Company with current, accurate, and complete information about yourself or your organization as prompted by the registration process, and to keep such information updated.
You further agree to provide us with any further identification information, transaction reason, parties involved and any other information Company deems necessary in maintaining proper AML/KYC procedures. Your account may be suspended and your funds may be held until Company is fully satisfied with responses and documentation that has been requested or needed has been given. You further agree that you will not use any Account other than your own, or access the Account of any other Butterfly Users at any time, or assist others in obtaining unauthorized access.
The creation or use of Butterfly Accounts without obtaining the prior express permission from Company, doing any illicit or suspicious activity may result in the immediate suspension of all said Accounts, as well as all pending purchase/sale offers. Any attempt to do so or to assist others (users or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such users being suspended or terminated. Termination is not the exclusive remedy for such a violation, and Company may elect to take further action against you and may at its own discretion, hold any funds in your accounts until such activity is verified and cleared. Company reserves the right also to seize any funds on accounts that present such suspicious or fraudulent activities.
You also are responsible for maintaining the confidentiality of your Butterfly Account information, including your password, safeguarding your own e-wallet and any other credential used by the PS multi factor identification system and for all activity including Transactions that are posted to your Butterfly Account. If there is suspicious activity related to your Butterfly Account, we may, but are not obligated, to request additional information from you, including authenticating documents, and to freeze any transactions pending our review.
You also agree to immediately notify the company of any possible or discovered security or confidentiality breach you may be aware of or have grounds to suspect such breach or potential thereof.
You are obligated to comply with these security requests, or accept suspension or termination of your Account. You are required to notify Company immediately of any unauthorized use of your Account or password, or any other breach of security by email addressed to Company via its support or contact us pages. Any User who violates these rules may be terminated, and thereafter held liable for losses incurred by Company or any user of the website.
4. Termination and ESCROW of unverified accounts
You may terminate this agreement with Company, and close your Account at any time, following settlement of any pending transactions. Please note that Company even after closing an account is still obliged to keep all activity logs and transactions on file for reasons such as system integrity, security, technical and licensing compliance reasons. You hereby agree to that.
You also agree that Company may, by giving notice, in its sole discretion suspend or terminate your access to the website and to your Butterfly Account, including without limitation, our right to: limit, suspend or terminate the service and Accounts, prohibit access to the website and its content, services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the website if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate Accounts for any reason, including without limitation:
1) attempts to gain unauthorized access to the website or another user's account or providing assistance to others' attempting to do so,
2) overcoming software security features limiting use of or protecting any content,
3) usage of the Service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities,
5) failure to pay or fraudulent payment for Transactions,
6) unexpected operational difficulties, or
7) upon the request of law enforcement or other government agencies, if deemed to be legitimate and compelling by Company, acting in its sole discretion.
We expressly reserve the right to change the status of a verified account to unverified account if we have suspicion that the identity provided is not correct, that some activity is suspicious such as when structuring is used. In the process we may cancel and/or terminate Accounts that have not been (re)verified despite our good faith efforts to contact you seeking such verification (“Unverified Accounts”). All Unverified Accounts which have been inactive for a period of 6 months or more are further subject to a possible transfer to a escrow (the "Unverified Escrow”), and may no longer be owned by you. Company may become the administrator/trustee of the Unverified Escrow and shall make any and all additional reasonable efforts required by law to determine and contact each Unverified Account owner and, after suitable effort and time, may use or donate any residual value in these unclaimed Unverified Accounts to a nonprofit group or groups involved in the Butterfly ecosystem development including Company itself.
The suspension of an Account shall not affect the payment of the commissions due for past Transactions. Upon termination, Butterfly accounts Users shall communicate a valid bank, e wallet or Crypto wallet account to allow for the transfer of any symbol of value such as currencies credited to their account. Said account shall be held by the Butterfly User. Some symbols of value such as crypto currencies may be transferred to a valid bank account only after conversion into a Fiat currency. Company shall, at its own discretion transfer the currencies as soon as possible following the Butterfly user request in the time frames specified by Company and at an available current market exchange rate.
Company will send to you the credit balance of your Account, however in circumstances a number of intermediaries may be involved in an international payment and these or the corresponding or beneficiary bank or both may deduct charges. We will use reasonable efforts to ensure that such charges are disclosed to you prior to sending your payment, however where they cannot be avoided, you acknowledge that these charges cannot always be calculated or communicated in advance, and that you agree to be responsible for such charges.
Upon Account closing, any amount less than $25 in value will not be returned.
5. Calculation of transaction and the commission and fees on such a transaction
Company may charge service fees based on a price list which may be amended from time to time and include one or more such fees such as a percentage commission, a transaction fee, a success fee and/or other fees. Percentage fees may be easily calculated when a market conversion fiat currency value is easily available. However, some transaction may not be so easy to evaluate based on their fair market value. An example would be the selling of an old bicycle for an old table and four chairs.
Company reserves the right to ask one or more parties for a value in USD or any other market currency to evaluate its commission, to levy a fixed amount, to fix a minimum amount, to request the parties to provide each separately its estimated value for its goods or services and then Company at its sole discretion may make a fair market decision as to the actual value of the exchange.
Company may use similar methodology to provide for AML/KYC reporting on transactions that have reached a certain reporting value or for any other AML/KYC reporting needs and also for taxation purposes by various tax authorities that want to estimate the amount earned by a Butterfly User on its transactions using Company various tools and services.
6. API’S and widgets
We may provide access to certain parties to access specific data and information and/or to make transactions through our API (Application Programming Interface) or through widgets. We also may provide widgets for your use to put our data on your website. You are free to use these in their original unmodified and un-altered state. We may also develop other API’s for certain uses and upon request.
All and any API’s developed including those developed specifically for a customer based on any idea concept, methodology etc. owned by or provided by any party, shall become and remain the sole property of Company.
7. External websites
Company makes no representations whatsoever about any outside, client portal or third party website which you may access through the website. Occasionally, the Company website may provide references or links to other websites ("External Websites"). We do not control these External Websites third party websites or any of the content contained therein. You agree that we are in no way responsible or liable for External Websites referenced or linked from the Company website, including, but not limited to, website content, policies, failures, promotions, products, opinions, advice, statements, prices, exchange rates, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those websites. You shall bear all risks associated with the use of such content.
8. Financial advice
9. Financial regulation
Our business model, and our Service, consists of facilitating the holding of value on account, buying, selling and trading of symbols of value and their use to purchase goods and services in an unregulated, international open payment system. The Services we provide are currently unregulated within many jurisdictions. We hold however a USA MSB license, we are registered with the USA FINCEN and also maintain licenses in other jurisdictions to conduct such activity via our affiliates companies. We reserve the right to verify your identity, operate your account and activity based upon any rules and regulations we consider appropriate.
Every Butterfly Account holder receives a free ZubyBox.com secured mailbox. Your Butterfly User Name@ZubyBox.com is your e-mail address and your Butterfly password is also your ZubyBox mail password. We suggest that as a Butterfly account holder, you will use your username@ZubyBox.com mailbox for secured communications between us or use the support or contact Us pages on any of the Company and its affiliated websites.
Other e-mail messages sent over the Internet are not secure and Company is not responsible for any damages incurred by the result of sending email messages over the Internet.
11. Disclosure to legal authorities and authorized financial institutions
We may share your Personal Information and transactions with law enforcement, data protection authorities, government officials, and other authorities when:
1) Required by law;
2) Compelled by subpoena, court order, or other legal procedure;
3) We believe that the disclosure is necessary to prevent physical harm or financial loss;
4) Disclosure is necessary to report suspected illegal activity; or
With respect to US residents, we also may share your information with other financial institutions as authorized under Section 314(b) of the US Patriot Act, and with tax authorities, including the US Internal Revenue Service, pursuant to the Foreign Account Tax Compliance Act ("FATCA"), to the extent that this statute may be determined to apply to Company "Personal Information" refers to information that identifies an individual or an organisation, such as name, address, e-mail address, trading information, and banking details. “Personal Information” does not include anonymized and/or aggregated data that does not identify a specific user.
12. International transfers of personal information
We store and process your Personal Information in data centres around the world, wherever Company facilities or service providers are located. As such, we may keep or transfer your Personal Information outside of the European Economic Area (“EEA”). Such transfers are undertaken in accordance with our technical, legal and regulatory obligations and needs.
13. Limitation of liability
To the extent permitted by law, Company will not be held liable for any damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss unless the loss suffered arising from negligence or willful deceit or fraud. Nothing in these terms excludes or limits the liability of either party for fraud, death or personal injury caused by its negligence, breach of terms implied by operation of law, or any other liability which may not by law be limited or excluded.
Subject to the foregoing, Company's aggregate liability in respect of claims based on events arising out of or in connection with any single user's use of the website and/or Service, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of either (a) the total amount held on Account for the user making a claim less any amount of Commission that may be due and payable in respect of such Account; or (b) 125% of the amount of the Transaction(s) that are the subject of the claim less any amount of Commission that may be due and payable in respect of such Transaction(s).
15. Force Majeure
16. Contact details