Payment Services Agreement
Camella Payment Services Agreement
This Camella Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between ______________ (as defined herein) (“Camella,” “Camella” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant” or “you”). This Agreement sets out the terms and conditions under which you may utilize the Camella Payment Services.
This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”): (i) Create an account on the Camella website; (ii) Accept this Agreement online; or (iii) Begin using the Camella Payment Services.
Please be advised that if you are domiciled in the United States, this Agreement contains provisions on Arbitration (“Agreement to Arbitrate”) which will govern how claims will be resolved, with limited exception. Under this Agreement to Arbitrate, parties shall be required to submit claims their respective claims arbitration, the result of which shall be binding and final upon the parties, and furthermore, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Section 1 — Camella Payment Services
1.01 “Camella Payment Service(s)” means the Payment Processing Services or Gateway Services defined as follows:
Section 2 — Fees and Taxes
In exchange for us providing you with the Camella./PesoPay Payment Services, you agree to pay us the fees, including applicable transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at (website), and incorporated herein by reference. We reserve the right to revise our fees at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect. Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith and valid dispute as to the amounts due, you agree to pay the undisputed amounts on or before the due date. Interest shall not accrue on any disputed amounts so long as you pay such amounts within thirty (30) calendar days after resolution of the dispute.
2.02 Payment of Fees, Payouts, and Right to Set-off
Subject to the terms of this Agreement, Camella/PesoPay will send to your Bank Account all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to Camella under this Agreement. If the Payout is not sufficient to cover the amounts due, you agree that we may debit from your Bank Account all applicable amounts, and/or set-off the applicable amounts against future Payouts. For this purpose, you agree to provide Camella with all necessary bank account routing and related information and grant Camella permission to debit amounts due from your Bank Account.
Merchant shall pay, indemnify, and hold Camella free and harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Camella’ income, and (ii) all government permit fees, customs fees and similar fees which Camella may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to Camella hereunder.
Section 3 —Restricted Activities, Representations and Warranties
3.01 Restricted activities
In connection with your use of the Camella Payment Services, you must comply with the Camella Acceptable Use Policy, as follows:
You agree that you will not:
3.02 Representations and Warranties by Merchant
Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its/his/her obligations under any agreement to which Merchant is a party.
If corporation, Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which Merchant’s business operates.
Section 4 — Liability for Invalidated Payments and other Liabilities
You are liable for all claims, expenses, fines and liability we incur arising out of:
In the event of an Invalidated Payment or other liability, we may deduct the amounts due to Camella from your Payouts.
Section 5 — Actions We May Take
5.01 Credit Report Authorization and Verification of Information
You authorize Camella, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize Camella to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a Camella customer, you are providing Camella with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.
In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, Camella reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Camella Payment Services, and refuse or rescind any payment by your customers.
5.02 Actions by Camella
If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Camella Payment Services, refusing to process any Transaction, reversing a Transaction, holding your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.
Camella, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business. If we place a Reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms of the Reserve may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that Camella determines in its sole discretion. Camella may change the terms of the Reserve at any time by providing you with notice of the new terms.
Camella may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
5.04 Security Interest
To secure your performance of this Agreement, you grant to Camella a legal claim to the funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts.
Section 6 – Account Security, Data, Intellectual Property and Publicity
6.01 Security of your access
You agree to:
6.02 Data Security Compliance
Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“Association PCI DSS Requirements”) with regards to Merchant’s use, access, and storage of certain credit card non-public personal information on behalf of Camella. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
6.03 Ownership of Data
All Customer Data are owned and shall be owned by Merchant and Merchant hereby grants Camella a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Camella Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; (iv) any other purpose for which consent has been provided by the Customer and (v) for the purposes of re-marketing of products.
6.04 Software License
Camella grants you a revocable, non-exclusive, non-transferable license to use Camella’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Camella Payment Services. If you do not comply with the documentation and any other requirements provided by Camella, then you will be liable for all resulting damages suffered by you, Camella and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.
6.05 Trademark License
Camella grants you a revocable, non-exclusive, non-transferable license to use Camella’ trademarks used to identify the Camella Payment Service (the “Trademarks”) solely in conjunction with the use of the Camella Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Camella (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.
6.06 Intellectual Property
Other than the express licenses granted by this Agreement, Camella grants no right or license by implication, estoppel or otherwise to the Camella Payment Service or any Intellectual Property Rights of Camella. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of Camella, in the Camella Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.
Merchant hereby grants Camella permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Camella website, in customer listings, in interviews and in press releases.
6.08 Confidential Information
The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Camella Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
Section 7 - Indemnification, Limitation of Liability, Disclaimer of Warranties
Merchant agrees to indemnify, defend, and hold harmless Camella, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with Camella or its suppliers in relation to your use of the Camella Payment Services; (ii) your use of the Camella Payment Services; and/or (iii) your violation of any applicable law, regulation, or Association Rules and requirements.
7.02 LIMITATION OF LIABILITY
Camella SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Camella PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF Camella HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.03 Disclaimer of Warranties
THE Camella PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. Camella DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Camella OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF Camella OBLIGATIONS.
The parties acknowledge that the Camella Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, Camella does not guarantee continuous or uninterrupted access to the Camella Payment Services. Merchant further acknowledges that access to the Camella website or to the Camella Payment Services may be restricted for maintenance. Camella will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, Camella will not be liable for any interruption, outage, or failure to provide the Camella Payment Services.
Section 8 - Term and Termination, Data Portability
8.01 Term and Termination
The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause, by providing Camella with notice of your intent to terminate, or by ceasing to use the Camella Payment Services.
Camella may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Associations, the acquiring bank, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Camella Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in Camella sole discretion. In the event that Camella must terminate this Agreement, Camella shall provide you with written notice as soon as reasonably practicable.
After termination by either party as described above, Merchant shall no longer have access to, and shall cease all use of the Camella Payment Services. Any termination of this Agreement does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.
Section 9 – General Provisions
9.01 Independent Contractors
The relationship of Camella and Merchant is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Camella nor do they have any authority to bind Camella by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for, any different or subsequent breach.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of Camella. Camella may assign this Agreement in its sole discretion without the written consent of Merchant.
We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of our website. The revised version will be effective as of the time of posting. If the revised version includes substantial change, we will notify you 30 days prior to the effectivity thereof by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate the Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days after the date of update, then the original terms and conditions (or the terms and conditions prior to revision) shall apply during this 30-day notice period.
9.06 Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination, Data Portability), 9 (General Provisions), and Exhibit “A” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.
9.08 Communication; Recording Calls; and Availability of Contractual Documents
You consent to receive autodialed or prerecorded calls and text messages from Camella at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
Camella may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Camella or its agents for quality control and training purposes or for its own protection.
If you have a question or complaint relating to the Camella Payment Services or your Transactions, please contact the Camella customer support as defined in the “Contact” tab of the Camella website.
The general terms and conditions for the Camella Payment Services will be available at all times on www.Camella payments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.
9.09 Notices, Contracting Entity, Governing Law, and Jurisdiction
Address for Notice to PesoPay
Unit 32-C, 32nd Floor, Rufino Pacific Tower, 6784, Ayala Avenue, Makati, 1226 Metro Manila
Unit 32-C, 32nd Floor, Rufino Pacific Tower, 6784, Ayala Avenue, Makati, 1226 Metro Manila
EXHIBIT A – Definitions
PERSONAL INFORMATION COLLECTED
Camella (the "Company") understands that the security of your personal information is extremely important and it is committed to respecting your privacy and safeguarding your personal data.
The Company collects Personal Information upon your purchase/receipt of housing unit and other company products and/or services, participation in our events or promotions or by your interaction with us, using any of or through our websites, social media, applications or all our other channels. “Personal Information” may include, but not limited to:
By using the Company websites, mobile applications and other online services, you are consenting to the collection, storage, use, processing and disclosure of your Personal Information by the Company.
USE OF PERSONAL INFORMATION
The Company shall use your Personal Information to provide you with details and information regarding our products and services; to conduct billing processing and other business transactions; to provide and manage products and services you have requested to ; to communicate effectively with you; to monitor activities and record our correspondence with you; to provide you with marketing materials; to understand our customers, and to develop and tailor our products and services; to run our promotions and competitions and our events; to prevent fraud; to conduct certain checks on you, such as KYC and credit checks; to improve and administer our websites, and to ensure that content is relevant; to reorganize or make changes to our business and to comply with legal and regulatory obligations.
The Company may disclose your Personal Information to affiliates which means our subsidiaries, our ultimate holding company and its subsidiaries, who may use it in connection with any of the purposes set out above. We will also share your personal data with third party service providers (such as providers of marketing, IT or administrative services) who may process it on our behalf for any of the purposes set out above. The Company may also disclose your Personal Information under any of the following circumstances: (i) required by law or by court decisions/processes; (ii) for information, update and marketing purposes; and (iii) for research purposes.
PERIOD OF STORAGE OF PERSONAL INFORMATION
The Personal Information that the Company holds about you will not be kept for longer than is permitted by law and will only be kept for as long as necessary to provide you with any requested products, services or information, in addition thereto, we may retain certain transaction details and correspondence until the time limit for claims arising from the transaction has expired, or to comply with regulatory requirements regarding the retention of such data.
SAFEGUARD PERSONAL INFORMATION
Where we have given you (or where you have chosen) a password that enables you to access certain parts of our websites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your personal data transmitted to our websites – any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
OUR COMMITMENT TO CHILDREN'S ONLINE PRIVACY
The Company does not knowingly accept, collect or solicit Personal Information from children under the age of 13. In the event that Personal Information was inadvertently collected from children under the age of 13, parents may either give consent to the collection, use and disclosure of the child’s personal information or request the removal of the child's personal information, by contacting the Company.
HOW TO CONTACT US
Address: UGF Worldwide Corporate Centre Shaw Boulevard Mandaluyong City
Email: [email protected]
Telephone No/s: (02) 226-3552 or 0917 857 6494
The page will refresh itself after countdown.