These terms and conditions (“Terms and Conditions”) control your use of this website ITTutor ProOnline.com (“Website”). In these Terms and Conditions, “ITTutor ProOnline” is referred to as the “Company”, “us,” or “we.”
‘You’ refers to a user or a paying customer. If you are a company or another person who gives access to company products, you agree to take responsibility in full in case of damages or indemnification that could properly lie against the customer.
The ITTutor ProOnline website (the ‘Site’), the educational services made available through the site and the content (the ‘Products’) are owned, operated and maintained, as applicable, by ITTutor ProOnline (‘we’, ‘our’, ‘us’, or the ‘Company’). The Site, Products and Content are, collectively, the ‘Company Products’.
Please read them carefully before you use the services of this site.
Website usage guidelines
Links and Hyperlinks Terms
This website may have links to other websites. We do not undertake any control on the content of these websites; nor are we responsible for their website content. The sole purpose of the links included are to provide users information. Hence, ITTutor ProOnline will not be held responsible.
Copyright and Intellectual Property
We value and respect others intellectual property and expect our users to do the same.
The entire contents of the Site are protected by copyright and trademark laws. The owner of the copyrights and trademarks are ITTutor ProOnline.com, its affiliates, or other third party licensors. The material on the site, including text, graphics, code and/or software is copyrighted and belongs to ITTutor ProOnline, therefore you may not duplicate, modify, publish, or reproduce the content in any manner.
ITTutor ProOnline has all the rights to disable or prohibit access to the users who do not respect and involve in the infringement of ITTutor ProOnline intellectual property.
You are not allowed to use any of the digital images or logos from the website. In case of copyright issues, there has to be a written consent from the trademark owner.
Claims of Intellectual Property Violations
If you believe that your work has been used without your permission in a way which prompts for copyright infringement. Please provide us with the information given below and we will act on it.
If you believe that your work has been used without your permission in a way which prompts for copyright infringement. Please provide us with the information given below and we will act on it.
WE MAKE NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH ITNUGGETSONLINE.
No additional or different terms contained in any purchase order, document, transmission or other communication shall be binding upon ITTutor ProOnline unless agreed to by ITTutor ProOnline in writing.
ITTutor ProOnline reserves the right to modify, change without prior notice and in its sole discretion, to limit the order quantity on any item and to refuse service to anyone.
You will be allowed to subscribe to a particular course or collection of courses (“Subscription Services”) and will be charged automatically, depending on payment frequency chosen by you, such as monthly/quarterly/yearly, as may be applicable.
You will be permitted to freeze or schedule the freeze of the Subscription Services at anytime and ITTutor ProOnline shall not charge you for any such opted Subscription Services according to the payment cycle. Further, the Subscription Services, access will be revoked if the user opts to freeze the subscription. You will have the option to re-subscribe to the particular Subscription Services again and the payment cycle will start accordingly.
Please note that Subscription Services discounts and any Subscription Services are only a limited time special subscription promotions in effect apply only to eligible items displaying the offer message on the Subscription Services item information pages, and then only if you select the Subscription Services. Subscription Services are will last only till a particular period of time, as may be specified on the relevant page. Special limited time subscription promotions only apply during their effective dates.
ITTutor ProOnline retains the rights to modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduces the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
If you register for a free trial of the Subscription Service, we will make the Subscription Service available to you on a trial basis, free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period, (i) the Subscription Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Subscription Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Subscription Service. Unless you subscribe to the Subscription Service before the end of the free trial, all of your data on the Subscription Service will be permanently deleted at the end of the trial, and we will not recover it. ITTutor ProOnline shall not refund or in any ways discount, set off any amount once the trial period has ended. In case where You wish discontinue to paid Services, please login to your account. Go to Profile>Manage Subscription, click on Subscription and Freeze the subscription to stop any further payments being made.
Valid credit cards are the only payment method accepted for Subscription Services purchases. The customer shall at all time use a credit card for the use of Subscription Services and upon the completion of the free trial period, you will be charged automatically without the requirement of any further approval or consent, such a period of the trial period shall be mentioned on the at the time of registration to the Subscription Services, ITTutor ProOnline absolves any liability with regard to information of period of the free trial period.It is clarified that, once the Subscription Services are accepted the participants authorize ITTutor ProOnline and any of its affiliates to debit the accounts at regular intervals as may be notified to the participants
Further, you will have the option of cancelling the Subscription Services during the free trial period, without incurring any charges for the same. To initiate the free trial, ITTutor ProOnline shall charge you a token amount to ensure the validity of Credit Card. The token amount will be refunded automatically within 5 days. Further You may cancel your account with ITTutor ProOnline by reaching out to Help and Support Team
Your Subscription Services will remain in effect until it is cancelled. If you cancel your Subscription Services and then reactivate it, the discount applied to any Subscription Services item may not be the same discount in effect at the time of cancellation. If you reactivate a Subscription Services, it will be created with the same products with which you previously subscribed. If the Subscription Services discount percentage for such Subscription Services item changes, the new discount will be applied to your products of that item.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. All fees are exclusive of any VAT, Service tax, GST or any other applicable law and tax deductions. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
LIMIT OF LIABILITY
You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, or services purchases or obtained or messages received or transactions entered into through or from the Website or otherwise; (iii) unauthorized access to or alteration of your transmissions or data or confidential information; (iv) statements or conduct of any third party on the Products; (v) or (v) any other matter relating to the Products.
All prices, products, and offers of ITTutor ProOnline website are subject to change without notice.
While we make sure to provide most accurate and up-to-date information, in some cases one or more items on our website may be priced incorrectly. This might happen due to human errors, digital images, technical errors, or a mismatch in pricing information received from our suppliers.
ITTutor ProOnline reserves the right to change prices for all our products, offers, or deals. These changes are done due to market conditions, course termination, providers, price changes, errors in advertisements, and other mitigating circumstances. However, the price you paid at the time of purchase still holds for you.
Proprietary Use of ITTutor ProOnline Study Material
ITTutor ProOnline reserves the right to change prices for all our products, offers, or deals. These changes are done due to market conditions, course termination, providers, price changes, errors in advertisements and other extenuating circumstances. However, the price you paid at the time of purchase still holds for you.
ITTutor ProOnline Website and Mobile Apps
Notice to End Users
In some cases an administrator may create an account in ITTutor ProOnline on the behalf of a “End-User” and may provide his/her information, including Personal Information. In such cases the administrator who may be your Employer or a ITTutor ProOnline Authorised Training partner (ATP) is our “Customer.” We collect Information under the direction of our customers and have no direct relationship with the End-User whose personal data we process.
A End-user’s use of the ITTutor ProOnline platform may be subject to the Customer’s policies, if any.
If you are an End-user using our platform, please direct your privacy inquiries to your administrator. ITTutor ProOnline is not responsible for the privacy or security practices of our customers, which may differ from those set forth in this privacy statement.
ITTutor ProOnline does not send personalized advertisement or Marketing communication to end users.
Personal data collected by ITTutor ProOnline may be stored and processed in your region, and in any other country where ITTutor ProOnline or its affiliates, data sub-processors operate facilities. To facilitate ITTutor ProOnline global operations, we may transfer and access such information from around the world, including from other countries in which the Company has operations. This Privacy Statement shall apply even if ITTutor ProOnline transfers Data to other countries.
Currently, ITTutor ProOnline and its data sub processors have data centers in United States, India and Japan.
The data we hold may also be processed by employees operating in countries listed above, Such staff may be engaged in, among other things, product development and customer and technical support. The data protection and other laws of these countries might not be as comprehensive as those in your country. By submitting your data and/or using Our Services, You consent to the transfer, storing, and processing of Your data in these countries.
Note to our customers in Europe: We transfer personal data from the European Economic Area and Switzerland to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When we do, we use contracts, to help ensure your rights and protections travel with your data. By submitting your data and/or using Our Services, You consent to the transfer, storing, and processing of your data in these countries.
Use of your Personal Information and Other Data
Personal Identifiable Information
We may collect the following personal information from you in the following situations
Note : All payment transactions are processed through secure payment gateway providers. We do not store any card information (other than the last 4 digits of your card) in our servers.
Users may, however, visit our Site anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities.
Non-Personal Identifiable Data:
We capture some Non Identifiable data in our logs. The data in the logs includes
We may use the personal information collected from within the Websites or when you use the Service(s) to:
When you provide us with personal information about your contacts we will only use this information for the specific reason for which it is provided.
If your subscription was provided by your employer or a ITTutor ProOnline Authorised training partner, we will share information, including personal information with them.
We may transfer personal information to our Group Companies and sub-contractors that help us provide our Service(s). Transfers to subsequent third parties are covered by the service agreements with our data-processors. We reserve the right to disclose your personal data as required by applicable law, in response to lawful requests by public authorities, including meeting national security or law enforcement requirements and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or other legal process served on us.
In the event ITTutor ProOnline goes through a business transition, such as a merger or acquisition by another company, or sale of all or a portion of its assets, your user account and personal data will likely be among the assets transferred. You will be notified via email and via a prominent notice on our Websites of any such change in ownership or control. We may also disclose your personal information to any other third party with your prior consent.
Data from Third Parties
We also obtain data from third parties. We protect data obtained from third parties according to the practices described in this statement, plus any additional restrictions imposed by the source of the data. These third-party sources vary over time, but have included:
We may receive Personal Information about you from other sources like postal mail, telephone or fax. We may add this information to the information we have already collected from you via the Site in order to improve the products and services we provide.
Correction, Removal or Export of Personal Information
ITTutor ProOnline acknowledges that you have the right to access, edit and delete your personal information at any time. Upon request, we will provide you with reasonable access to the personal information we collect about you. You will have the opportunity to correct, update, modify or delete this information as follows:
Exceptions in Deletion: If you request access to your personal information and discover that that information is wrong, we strive to give you ways to update it quickly or to delete it – unless we have to keep that information for legitimate business or legal purposes. We aim to maintain our services in a manner that protects information from accidental or malicious destruction. Because of this, after you delete information from our services, we may not immediately delete residual copies from our active servers or backup systems
Exception in Data Portability: There may be limits to the amount of information we can practically provide. For example, we may limit an individual’s access to personal information where the burden or expense of providing access would be disproportionate to the risks to the individual’s privacy or where doing so would violate others’ rights.
Exception in Data Correction: Even after updates to your Personal Information, we may maintain and store older versions of such information within our databases, access logs and other records in order to comply with other routine data audits.
Cookies and Other Tracking Technologies
The types of cookies used by ITTutor ProOnline includes
You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You do this through your browser settings. Since each browser is different, look at your browser’s Help Menu to learn the correct way to modify your cookies.
If you turn cookies off, some of the features that make your site experience more efficient may not function properly.
We partner with third parties to manage our advertising on other sites. Our third party partners may use technologies such as cookies to gather information about your activities on our Website and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may opt-out by clicking here (or if located in the European Union, click here). Please note this does not opt you out of being served ads. You will continue to receive generic ads.
Analytics & Web-beacons
ITTutor ProOnline uses third party software for analytics. All metrics information collected from your usage of the Service(s) shall be transmitted to our analytics provider. This information is then used to evaluate how users use our platform, and to compile statistical reports on user activity for us. We further use the same statistical analytics tool to track or to collect your Personally Identifiable Information (PII). We will use this information in order to maintain, enhance, or add to the functionality of the Service(s) and to personalize the experience for you. Aggregated information and analysis may be made public where desired by ITTutor ProOnline.
We and our third party advertising partners use technologies such as web beacons in analyzing trends, administering the website, tracking users’ movements around the site, and gathering demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual and aggregated basis.
Do Not Track.
Currently, various browsers — including Internet Explorer, Firefox, and Safari — offer a “do not track” or “DNT” option that relies on a technology known as a DNT header, which sends a signal to Web sites’ visited by the user about the user’s browser DNT preference setting. ITTutor ProOnline does not currently commit to responding to browsers’ DNT signals with respect to the Company’s Web sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. ITTutor ProOnline takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.
Links to Third Party Sites
Our Websites contain links to other websites that are not owned or controlled by ITTutor ProOnline. Please be aware that we are not responsible for the privacy practices of such other websites or third parties. We encourage you to be aware when you leave our Websites and to read the privacy policies of each and every website that collects personal information.
Our Websites offer publicly accessible blogs or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, reach out to us. In some cases, we may not be able to remove your personal information, in which case we will let you know that we are unable to do so and why.
ITTutor ProOnline may provide bulletin boards, blogs, or community threads on the Company’s Web sites. Any personal information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. ITTutor ProOnline is not responsible for the personal information you choose to submit in these forums.
Remember that when you share information publicly, it may be indexable by search engines.
Single Sign-On & Other social Media Features
You can log in to our Websites using sign-in services by LinkedIn. The services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address.
Communications from the Websites
We may use your email address to send our newsletters and/or marketing communications. If you no longer wish to receive these communications, you can opt out by following the instructions contained in the emails you receive or by contacting us at unsubscribe@ITTutor ProOnline.com
We will send you announcements related to the Service(s) on occasions when it is necessary to do so. For instance, if our Services) is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of communications which are not promotional in nature. If you do not wish to receive them, you may delete your Account.
Our Websites and Service(s) have industry standard security measures in place to protect against the loss, misuse, and alteration of the information under our control. When you provide us with sensitive information (such as credit card information or login credentials), we will encrypt that information via Secure Socket Layer (SSL).
Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Websites or via the Service(s) and any transmission is at your own risk. Once we receive your personal information, we will use strict procedures and security features to try to prevent unauthorised access.
We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site.
We post customer testimonials/comments/reviews on our Websites which may contain personal information. Prior to posting the testimonial, we obtain the customer’s consent to post their name along with their testimonial. If you want your testimonial removed, please reach out to us
For TOGAF 9.1 course:
We agree to keep confidential any and all information that comes into its possession regarding the Program’s examinations. If ITTutor ProOnline is found to have disclosed the content of any of the Open Group’s examination scenarios, questions, or answers to any third party other than in the normal course of ITTutor ProOnline attendees sitting the examinations, the Agreement and all Schedules attached to it will be immediately terminated and the Open Group shall remove all of the ITTutor ProOnline’s ATCs and Affiliates from the Accreditation Register.
Children’s Personal Information
ITTutor ProOnline does not knowingly collect any personal information from children under the age of 16. If you are under the age of 16, please do not submit any personal information through our Websites or Service(s). We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce this Policy by instructing their children never to provide personal information through our Service(s) or Websites without their permission. If you have reason to believe that a child under the age of 16 has provided personal information to us through our Websites or Service(s), please contact us and we will endeavor to delete that information and terminate the child’s account from our databases.
Contacting ITTutor ProOnline
You can also reach out to us through Email at dataprivacy@ITTutor ProOnline.net or postal mail at :
United States of America
90 Madison St
Massachussets, MA 01860
IGITG Pvt. Ltd.
Our refund policy is as follows:
Cancellation & Refunds: Online Training
For Self Placed Learning:
Raise refund request within 7 days of purchase of course. Money back guarantee is void if the participant has accessed more than 25% content or downloaded the E-Book. Any refund request beyond 20 days of purchasing the course will not be accepted and no refund will be provided.
For Instructor Led Training:
Raise refund request within 7 days of purchase of course. Money back guarantee is void if the participant has accessed more than 25% content of any e-learning course or has attended Online Classrooms/received recordings for more than 1 day.
Also, In case a user downloads the E-Book for the course the money back guarantee will be void. Any refund request beyond 20 days of purchasing the course will not be accepted and no refund will be provided.
For Post Graduate Programs:
No refund will be applicable once part/full payment is done.
Cancellation & Refunds: Classroom Training
ITTutor ProOnline Solutions, reserves the right to postpone/cancel an event, or change the location of an event because of insufficient enrollments, instructor illness or force majeure events (like floods, earthquakes, political instability, etc)
Refund request can be initiated in two ways
Refunds: Duplicate payment
Refund of the duplicate payment made by the delegate will be processed via the same source (original method of payment) in 10 working days post intimation by the customer.
ITTutor ProOnline reserves the right to revise the terms & conditions of this policy without any prior notice.
Note: All refunds will be processed within 10 working days after the refund request is approved by ITTutor ProOnline.
Whereas, if for some unforeseen reasons, a delegate wishes to reschedule his/her registration to a future date, a rescheduling fee is charged as mentioned below:
Free Demo Trial
Free Trial details:
Last Update: May 19, 2018
PayPal is our payment gateway.
THIS MERCHANT SERVICES AGREEMENT (THE “AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND PAYPAL PTE LTD. PLEASE READ IT CAREFULLY.
BY APPLYING FOR THE SERVICES THROUGH OUR ONLINE APPLICATION PROCESS OR OTHERWISE OR BY USING THE SERVICES DEFINED BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY (AND THAT YOUR COMPANY WILL BE BOUND BY) ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL DOCUMENTS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT DO NOT USE THE SERVICES.
1.1 Introduction. In this Merchant Service Agreement (“ Agreement ”), “Merchant”, “you” and “your” refer to each customer (“ Merchant ”) and its designated agents, including your administrative contact, and “PayPal”, “we”, “us” and “our” refer collectively to PayPal Pte Ltd, 5 Temasek Boulevard, #09-01/ 02/ 03 Suntec Tower 5, Singapore 038985 (“ PayPal ”). This Agreement explains our obligations to you, and your obligations to us in relation to the service(s) you purchase. By purchasing the service(s) you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional PayPal service(s) or to modify or cancel your service(s) (even if we were not notified of such authorisation), this Agreement as amended covers any such service or actions. Additionally, you agree that the administrative contact for any services provided to you is your agent with full authority to act on your behalf with respect to such services, as permitted by the Services and related documentation, including (but not limited to) the authority to terminate, transfer (where transfer is permitted by the Agreement), or modify such services, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will be deemed to occur at our offices in Singapore.
1.2 Various Services. Sections 1 through 12 apply to any and all Services that you purchase or use under the Agreement. The terms and conditions set forth in the attached schedules to the Agreement apply only to customers who have purchased or use the PayPal services referenced in those schedules. Such schedules are incorporated into this Agreement by this reference. In the event of any inconsistency between the terms of Sections 1 through 12 and the terms of the schedules, the terms of the schedules shall control with regard to the applicable PayPal service. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase or use separate PayPal services that are sold together as a “bundled” package, as opposed to your purchasing or using such services separately, termination of any part of the services may result in termination of all PayPal services provided as part of the bundled package unless arrangements are made to pay for the services separately. Please see Section 10 of this Agreement for termination terms.
2.1 “ Financial Institution ” shall mean banks or financial institutions having business relationships with one or more Financial Processors that have agreed to evaluate and provide merchant accounts and payment authorisation services to merchants.
2.2 “ Financial Processor ” shall mean an entity with which PayPal has established a relationship that performs the back-end authorisation and processing of Transactions between the Merchant’s Financial Institution and the cardholder’s bank.
2.3 “ Services ” shall mean the Payflow Link or Payflow Pro services used by Merchant and any add-on services specifically described in this Agreement. Current descriptions of the Payflow Link TM and Payflow Pro TM services can be found at the URL: https://www.paypal.com/au/cgi-bin/webscr?cmd=_payflow-gateway-overview-outside.
2.4 “ Software ” shall mean the object code version of PayPal’s client Software Development Kit (“ SDK ”), HTML code, application programming interfaces (APIs), related documentation and other client software or code which PayPal provides to Merchant, including updates, to enable PayPal to provide the Services to Merchant. Unless otherwise specified, Software shall not include any source code. The Software is proprietary to PayPal and is licensed to Merchant under a separate SDK License Agreement at the time of download.
2.5 “ Manager Web Site ” means PayPal’s online account management tools for merchants for the Payflow Link services and Payflow Pro services that are part of the Services.
2.6 “ Transaction ” shall mean information related to the purchase of goods and services from Merchant by a third party. Specifically a Transaction is an authorisation, delayed capture, sale, void, voice authorisation or credit data transmission between PayPal and its back end processors.
3.1 General Service Requirements. Merchant shall be solely responsible for:
3.2 Proprietary Rights.
Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein (“PayPal Intellectual Property Rights”) are owned by PayPal or its licensors, and you agree to make no claim of interest in or ownership of any such PayPal Intellectual Property Rights. You acknowledge that no title to the PayPal Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the PayPal or its licensors’ service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by PayPal and all existing and future copyright and other right, title and interest in and to each such Derivative Work, are assigned to, and shall automatically vest in, PayPal. PayPal shall have no obligation to grant you any right in any such Derivative Work. Except to the extent permitted by applicable law, Merchant shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share the Services or any components thereof, or otherwise apply any procedure or process to the Services or components thereof in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings or any algorithm, data, process, procedure or other information contained therein. Merchant shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or components thereof.
Subject to the terms in this Agreement, PayPal agrees to (i) provide to Merchant the Services for which Merchant enrolls and pays the applicable fees, including without limitation the transmission of Transaction information to Financial Processors, and (ii) provide Merchant with access to standardised reports regarding Merchant’s Transactions processed using the Services and certain reporting tools to assist Merchant in accounting activities. PayPal hereby grants to Merchant the right to access and use the Services in accordance with the Agreement. PayPal is not bound by nor should Merchant rely on any representation by (i) any agent, representative or employee of any third party that Merchant may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature.
4.2 Modification of Terms; Changes to Services.
Except as otherwise provided in this Agreement, Merchant agrees that PayPal may: (1) revise the terms and conditions of this Agreement, including without limitation modifying the service fees or payment terms; and/or (2) change part of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective either, at PayPal’s sole discretion, 30 days after posting of the revised Agreement or change to the Services on the PayPal Manager Web Site, or upon electronic or written notification to you. You agree to periodically review the Manager Web Site, including the current version of this Agreement available on the Manager Web Site, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice as set forth in this Agreement. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as otherwise expressly stated herein, but you will not incur any additional fees. By continuing to use PayPal services after any revision to this Agreement or change in Services, you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our Services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of PayPal is authorised to alter or amend the terms and conditions of this Agreement.
4.3 Secure Transactions.
PayPal has implemented and will maintain security systems for the transmission of Merchant’s Transactions, consisting of encryption and “firewall” technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. PayPal does not guarantee the security of the Services or Transaction data, and PayPal will not be responsible in the event of any infiltration of its security systems, provided that PayPal has used commercially reasonable efforts to prevent any such infiltration. Merchant further acknowledges and agrees that Merchant, and not PayPal, is responsible for the security of Transaction data or information or any other information stored on Merchant’s servers, and that PayPal is not responsible for any other party’s servers (other than subcontractors of PayPal solely to the extent PayPal is liable for its own actions hereunder).
4.4 Technical Support for Services.
PayPal shall provide the technical support services to Merchants, specific to the support package selected by Merchant during enrollment. PayPal’s then-current, standard technical support descriptions for these Services shall be posted at the URL: https://www.paypal.com/au/cgi-bin/webscr?cmd=_payflow-support-list-outside.
5.1 The PayPal Privacy Statement. Our privacy statement for the Services is located on our Web site at /webapps/mpp/ua/privacy-full and is incorporated herein by reference, as it is applicable to the Services. The privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Web site. You agree to monitor our Web site periodically to review such revisions. By using our services after modifications to the privacy statement, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement.
5.2 Use of the Data. Merchant acknowledges and agrees that in the course of providing the Services, PayPal will capture certain transaction and user information (collectively, the “ Data ”). Merchant agrees to provide to PayPal, and PayPal shall capture, only the Data that is required by the Software and is necessary for PayPal to provide the Services. PayPal agrees to use Data in its personally identifiable form only as necessary to complete the requested transaction. PayPal shall not disclose Data to third parties or use the Data, except that PayPal shall have the rights (i) to use the Data as necessary to perform the Services contemplated in this Agreement (including distributing the Data to third parties providing services requested by Merchant); (ii) to maintain the Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes; (iii) to compile and disclose Data in the aggregate where individual merchant Data is not identifiable, including without limitation, calculating merchant averages by region or industry; and (iv) to provide the Data as required by law or court order, or to defend PayPal’s rights in a legal dispute. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party’s personal data has been collected, (ii) the intended recipients or categories of recipients of the third party’s personal data, (iii) which parts of the third party’s data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data you hold about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.
5.3 Compliance with Data Protection Schedule. You agree (as a “Merchant”) to comply with Schedule D below, which forms part of this Agreement. The terms of the Data Protection Schedule shall prevail over any conflicting terms in this Agreement relating to data protection and privacy.
As consideration for the services you purchased, you agree to pay PayPal the applicable service(s) fees set forth on our Web site, or as otherwise provided by PayPal concurrently with this Agreement, at the time of your selection, or, if applicable, upon receipt of your invoice from PayPal. All fees are due immediately and are non-refundable, except as otherwise expressly noted herein or in one or more attached Schedules. Unless otherwise specified herein or on our Web site, the Services are for a one-year initial term and renewable thereafter for successive one-year periods. Any renewal of your Services with us is subject to our then-current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal. Additional payment terms may apply to the PayPal services you purchase, as set forth in the applicable Schedules to this Agreement. You are solely responsible for the credit card or Direct Debit (“ DDR ”) account information you provide to PayPal and must promptly inform PayPal of any changes thereto (e.g., change of expiration date or account number). Changes should be communicated to PayPal by entering the updated information through the PayPal tools or contacting PayPal customer support. All payments shall be made in Australian dollars. All fees are non-refundable unless otherwise explicitly stated in this Agreement. If we do issue a refund, it will only be via the same payment method used by you to pay for the Services. For additional services or add-on services, Merchant shall either prepay PayPal’s then-current annual prepaid fees, if available, or pay the then-current monthly fees for such services, in accordance with Sections 6.2 and 6.3 below. If Merchant uses PayPal add-on services that are subject to additional standard fees that are not prepaid at enrollment, then PayPal shall either immediately charge Merchant’s credit card or debit Merchant’s DDR account, as applicable, for PayPal’s then-current fees for such services or invoice Merchant for such additional standard fees, and Merchant shall pay such invoice immediately. You agree to pay all value added, sales and other taxes (other than taxes based on PayPal’s income) related to PayPal services or payments made by you hereunder. All payments due to PayPal shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law in which case the sum payable by a party in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, e PayPal receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required. Set up fees, if any, will become payable on the applicable effective date for the applicable PayPal services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. Merchant hereby authorises PayPal to charge Merchant’s credit card provided to PayPal or debit Merchant’s DDR account for the fees due for the Services, and Merchant shall provide to PayPal proper debit authorisation for purposes of allowing PayPal to debit the applicable Merchant account to collect fees due under this Agreement. All fees owed by Merchant to third parties (for example, Financial Institutions, Financial Processors and merchant account providers), are Merchant’s sole responsibility and are not covered by this Agreement.
6.1 For Annual Prepaid Agreements.
Merchant agrees to pay to PayPal the applicable annual fees for the applicable Services enrolled for and used by Merchant (the “ Annual Prepaid Service Fee ”) for twelve (12) months from the due date as described above in this Section 6, or twenty-four (24) months if Merchant prepays for two (2) years. Merchant shall pay a separate Annual Prepaid Service Fee for each PayPal Services account for which Merchant registers. Merchant agrees that PayPal shall have no obligation to provide the Services until it has received Merchant’s Annual Prepaid Service Fee. We will endeavor to provide you notice prior to the renewal of the Services at least fifteen (15) days in advance of the renewal date. Unless either party terminates the Agreement early in accordance with the terms herein or unless otherwise notified by PayPal electronically or via the PayPal Manager Web Site, then for each renewal term of this Agreement following the initial annual or bi-annual prepaid term, Merchant hereby authorises PayPal to charge Merchant’s credit card or DDR account that PayPal has on file for Merchant or invoice Merchant, as applicable, for the annual renewal period. In the event Merchant desires to request another payment method, Merchant shall contact Customer Support no less than thirty (30) days prior to the end of the applicable prepaid term. PayPal reserves the right at the end of each prepaid term to change its fees upon written or electronic notice to Merchant. If PayPal is unable to collect the Annual Prepaid Service Fee from Merchant for each renewal period, then PayPal shall have the right to terminate this Agreement in accordance with the terms herein.
6.2 For Non-Prepaid Agreements. Merchant agrees to pay to PayPal the applicable fees for each separate PayPal account for the Services used by Merchant, as described in these registration pages or as otherwise provided in writing by PayPal concurrent herewith. There will not be any pro-ration of fees paid or invoiced unless otherwise agreed in writing by PayPal. Merchant agrees to pay all value added, sales and other taxes (other than taxes based on PayPal’s income) related to the Services or payments made by Merchant to PayPal. PayPal may, at its option, either invoice or debit Merchant’s credit card or DDR account, as applicable for the fees due PayPal. Initial set up fees will become payable on the Effective Date. Monthly fees will be invoiced or debited at the end of the calendar month in which the Services are performed. Merchant agrees to pay all such invoices immediately or as otherwise indicated on the applicable invoice. Merchant agrees, at the request of PayPal, to provide PayPal with an authorised credit card name, number and date of expiration or an DDR account number.
6.3 Monthly Excess Transaction Fee. Notwithstanding Sections 6.1 and 6.2, in the event Merchant exceeds the Transaction limit permitted for the applicable Services as described in the registration pages (“Excess Transaction”) in any month, Merchant shall be charged a monthly transaction fee (“Monthly Excess Transaction Fee”) to be determined by multiplying each Excess Transaction processed in that month by the corresponding Service’s transaction fee listed in the registration pages. The Monthly Excess Transaction Fee shall be invoiced or debited in accordance with the terms for Monthly fees in Section 6.2 “Payment Terms.”
7.1 PayPal represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate action on the part of PayPal, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken.
7.2 Merchant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its (i) provision, use and disclosure of the Data; (ii) dealings with the users providing the Data; and (iii) use of the Services. Additionally, Merchant represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate action on the part of Merchant, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken; (c) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms hereof; (d) if Merchant is a corporation, then it is a corporation in good standing in its jurisdiction of incorporation; (e) it has read and understands the entire Agreement and desires to be bound thereby, and it has been represented by counsel of its own choosing; and (f) it represents and warrants that, except as expressly set forth herein, no representations of any kind or character have been made to induce it to execute and enter into this Agreement.
Either party will defend, indemnify, save and hold harmless the other party and the officers, directors, agents, Affiliates, distributors, franchisees and employees of the other party from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from the indemnifying party’s material breach of any duty, representation or warranty of this Agreement. A party’s right to indemnification under the Agreement (“indemnified party”) is conditioned upon the following: prompt written notice to the party obligated to provide indemnification (“indemnifying party”) of any claim, action or demand for which indemnity is sought; control of the investigation, preparation, defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified part, at the indemnifying party’s request and expense, in the defense of the claim. The indemnified party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of the indemnified party’s choice at the indemnified party’s expense. The indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment that makes any admissions in the indemnified party’s name or imposes any liability upon the indemnified party.
Merchant acknowledges that PayPal is not a financial or credit reporting institution. PayPal is responsible only for providing data transmission to effect or direct certain payment authorisations for Merchant and is not responsible for the results of any credit inquiry, the operation of web sites of ISPs or Financial Institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a result of any instructions given, actions taken or omissions made by Merchant, Merchant’s financial processor(s), Merchant’s Financial Institution or any ISP. IN NO EVENT WILL PAYPAL’S LIABILITY (INCLUDING LIABILITY FOR NEGLIGENCE) ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO PAYPAL BY MERCHANT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL PAYPAL OR ITS LICENSORS HAVE ANY LIABILITY (INCLUDING LIABILITY FOR NEGLIGENCE) TO MERCHANT OR ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.
10.1 Term; Renewal.
This Agreement will commence on the later of (i) the date Merchant accepts the terms of this Agreement (the “Effective Date”), or (ii) the date that Merchant’s Payflow account is activated for live Transactions, if different; and will continue for a period of one (1) year (or two (2) years if Merchant prepays for two years), unless terminated earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew for successive twelve (12) month terms (or twenty-four (24) month terms if Merchant prepays for twenty-four months), unless either party gives the other party written or electronic notice, in accordance with the terms herein, of its intention not to renew the Agreement, at least thirty (30) days prior to the end of the then-current term or renewal term if termination is by PayPal. Any renewal of your Services is subject to our then-current terms and conditions, successful completion of any applicable authentication procedure, if any, and payment of all applicable service fees at the time of renewal. Additional payment terms may apply to the PayPal Services you purchase, as set forth herein and in the applicable Schedules to this Agreement.
10.2 Suspension and Termination. Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganisation under any bankruptcy act, or consent to the filing of a petition seeking such reorganisation; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such Party’s property or providing for the liquidation of such party’s property or business affairs.
10.3 Effect of Termination.
11.1 Confidential Information. “Confidential Information” means any confidential, trade secret or proprietary information (which may be business, financial or technical information) disclosed by one party to the other under this Agreement that is marked confidential or if disclosed orally designated as confidential at the time of disclosure or that should be reasonably understood to be confidential. All source code and the terms of this Agreement will be considered Confidential Information.
11.2 Confidentiality Obligations. Each party (i) shall not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and for purposes of performing this Agreement, and (ii) shall take reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own proprietary information or Confidential Information of similar importance. Each party further agrees to use the other party’s Confidential Information only for the purpose of its performance under this Agreement. In addition, the receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other intangible objects which embody Confidential Information and which are provided to the receiving party hereunder.
11.3 Limitation of Confidentiality . The Obligations set forth in Section 11.2 (“Confidentiality Obligations”) above do not apply to information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party, or (v) is disclosed five (5) years from the effective date of termination or expiration of this Agreement.
11.4 Exceptions to Confidentiality. Notwithstanding the Confidentiality Obligations set forth in Section 11.2 above, each party may disclose Confidential Information of the other party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or (ii) on a “need-to-know” basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section 10 to its legal counsel, accountants, contractors, consultants, banks and other financing sources.
12.1 Force Majeure (Events Beyond the Parties’ Control).
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder, except for Merchant’s payment obligations hereunder, due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this Section shall give the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided, however, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate the Agreement.
12.2 Entire Agreement and Modification.
The terms in this Agreement constitute the entire agreement between PayPal and Merchant regarding its subject matter and its terms supersede any prior or simultaneous agreement, terms, negotiations, whether written or oral, or whether established by custom, practice, policy or precedent, between the parties hereto. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein. Merchant acknowledges and agrees that in the event a purchase order (“PO”) contains additional terms, provisions or language (“ PO Terms ”), those PO Terms shall be null and void and the terms of the Agreement shall prevail.
In the event that any provision of this Agreement is unenforceable or invalid such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
12.4 No Assignment.
Merchant may not assign this Agreement without the prior written consent of PayPal.
12.5 Governing Law and Jurisdiction.
This Agreement will be governed by and construed in accordance with the laws of the Singapore without reference to its conflicts of laws principles. Each party consents to the exclusive venue and jurisdiction of the court in Singapore for any dispute arising out of or related to this Agreement. The parties acknowledge and agree that this Agreement is made and performed in Singapore. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
12.6 Export Restrictions.
Merchant acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any commodity, including Merchant’s products incorporating or using any PayPal products in violation of the laws and regulations of any applicable jurisdiction.
Except as otherwise expressly stated in this Agreement, all notices to PayPal shall be in writing and delivered, via courier or certified or registered mail, to PayPal Pte Ltd, Attention: Compliance Officer, 5 Temasek Boulevard, #09-01/ 02/ 03 Suntec Tower 5, Singapore 038985, or any other address provided by PayPal. All notices to you shall be delivered to your mailing address or e-mail address as provided by you in your account information, as updated by you pursuant to this Agreement. Unless you choose to opt-out of receiving marketing notices, you authorise PayPal to notify you as our customer, via commercial e-mails, telephone calls and other means of communication, of information that we deem is of potential interest to you, including without limitation communications describing upgrades, new products and services or other information pertaining to the Services or other PayPal offerings relating to Internet security or to enhancing your identity on the Internet. Notwithstanding the above, Merchant shall not have the right to opt-out of service or support notices relating to the Services, including without limitation, notices of service modifications, security, performance issues or technical difficulties.
12.8 Headings. The section headings appearing in the Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
12.9 Independent Contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
12.10 Non-Disparagement; Publicity. During the term of the Agreement, neither party will disparage the other party or the other party’s trademarks, web sites, products or services, or display any such items in a derogatory or negative manner on any web site or in any public forum or press release. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third party information pertaining to the relationship arising under this Agreement, the existence or terms of the Agreement, the underlying transactions between PayPal and Merchant, or referring to the other party in relation to the Agreement without the other party’s prior written approval.
12.11 Costs. Except as expressly stated in the Agreement, each party shall be solely responsible for the costs and expenses of performing its obligations hereunder.
American Express Direct Processing (v1)
Payflow® Recurring Billing Services (v1)
Fraud Protection Services (v1)
Only eligible merchants, as defined in the applicable Fraud Protection Services enrollment an/or user documentation, are authorised to use the Fraud Protection Services. Merchant agrees to comply with the following terms as applicable to the specific Fraud Protection Services and/or Account Monitoring Services licensed by Merchant:
DATA PROTECTION SCHEDULE
This Data Protection Schedule applies only to the extent that PayPal acts as a processor or Sub-processor to Merchant.
Capitalized terms used but not defined in this Schedule shall have the meaning set out in the Agreement.
1 DEFINITIONS AND INTERPRETATION
1.1 The following terms have the following meanings when used in this Schedule:
“Card Information“ is defined in Section 2.15 of this Schedule.
“Customer“ means a European Union customer of Merchant who pays the Merchant in exchange for goods or services through the PayPal services and for the purposes of this Schedule, is a data subject.
“Customer Data“ means the personal data that the Customer provides to Merchant and Merchant passes on to PayPal through the use by the Merchant of the PayPal services.
“data controller” (or simply “controller“) and “data processor” (or simply “processor“) and “data subject” have the meanings given to those terms under the Data Protection Laws.
“Data Protection Laws“ means General Data Protection Regulation (EU) 2016/679 (GDPR) and any associated regulations or instruments and any other data protection laws, regulations, regulatory requirements and codes of conduct of EU Member States applicable to PayPal’s provision of the PayPal services.
“Data Recipient” is defined in Section 2.15 of this Schedule.
“PayPal Group” means PayPal Inc. and all companies in which PayPal or its successor directly or indirectly from time to time owns or controls.
“personal data” has the meaning given to it in the Data Protection Laws.
“processing” has the meaning given to it in the Data Protection Laws and “process“, “processes” and “processed” will be interpreted accordingly.
“Sub-processor“ means any processor engaged by PayPal and/or its affiliates in the processing of personal data.
1.2 Schedule. This Schedule comprises (i) sections 1 to 2, being the main body of the Schedule; (ii) Attachment 1; and (iii) Attachment 2.
2 PROCESSING OF PERSONAL DATA IN CONNECTION WITH THE SERVICES
2.1 Merchant data controller. With regard to any Customer Data to be processed by PayPal in connection with this Agreement, Merchant will be a controller and PayPal will be a processor in respect of such processing. Merchant will be solely responsible for determining the purposes for which and the manner in which Customer Data are, or are to be, processed.
2.2 Merchant written instructions. PayPal shall only process Customer Data on behalf of and in accordance with Merchant’s written instructions. The Parties agree that this Schedule is Merchant’s complete and final written instruction to PayPal in relation to Customer Data. Additional instructions outside the scope of this Schedule (if any) require prior written agreement between PayPal and Merchant, including agreement of any additional fees payable by Merchant to PayPal for carrying out such additional instructions. Merchant shall ensure that its instructions comply with all applicable laws, including Data Protection Laws, and that the processing of Customer Data in accordance with Merchant’s instructions will not cause PayPal to be in breach of Data Protection Laws. The provisions of this Section are subject to the provisions of Section 2.14 on Security. Merchant hereby instructs PayPal to process Customer Data for the following purposes:
2.2.1 as reasonably necessary to provide the PayPal services to Merchant;
2.2.2 after anonymizing the Customer Data, to use that anonymized Customer Data, directly or indirectly, which is no longer identifiable personal data, for any purpose whatsoever.
2.3 PayPal cooperation. In relation to Customer Data processed by PayPal under this Agreement, PayPal shall co-operate with Merchant to the extent reasonably necessary to enable Merchant to adequately discharge its responsibility as a controller under Data Protection Laws, including without limitation as Merchant requires in relation to:
2.3.1. assisting Merchant in the preparation of data protection impact assessments to the extent required of Merchant under Data Protection Laws; and
2.3.2 responding to binding requests from data protection authorities for the disclosure of Customer Data as required by applicable laws.
2.4 Scope and Details of Customer Data processed by PayPal. The objective of processing Customer Data by PayPal is the performance of the PayPal services pursuant to the Agreement. PayPal shall process the Customer Data in accordance with the specified duration, purpose, type and categories of data subjects as set out in Attachment 2 (Data Processing of Customer Data).
2.5 Compliance with Laws. The Parties will at all times comply with Data Protection Laws.
2.6 Correction, Blocking and Deletion. To the extent Merchant, in its use of the PayPal services, does not have the ability to correct, amend, block or delete Customer Data, as required by Data Protection Laws, PayPal shall comply with any commercially reasonable request by Merchant to facilitate such actions to the extent PayPal is legally permitted to do so. To the extent legally permitted, Merchant shall be responsible for any costs arising from PayPal’s provision of such assistance.
2.7 Data Subject Requests. PayPal shall, to the extent legally permitted, promptly notify Merchant if it receives a request from a Customer for access to, correction, amendment or deletion of that Customer’s personal data. Merchant shall be responsible for responding to all such requests. If legally permitted, PayPal shall provide Merchant with commercially reasonable cooperation and assistance regarding such Customer’s request and Merchant shall be responsible for any costs arising from PayPal’s assistance.
2.8 Training. PayPal undertakes to provide training as necessary from time to time to the PayPal personnel with respect to PayPal’s obligations in this Schedule to ensure that the PayPal personnel are aware of and comply with such obligations.
2.9 Limitation of Access. PayPal shall ensure that access by PayPal’s personnel to Customer Data is limited to those personnel performing PayPal services in accordance with the Agreement.
2.10 Sub-processors. Merchant specifically authorizes the engagement of members of the PayPal Group as Sub-processors in connection with the provision of the PayPal services. In addition, Merchant generally authorizes the engagement of any other third parties as Sub-processors in connection with the provision of the PayPal services. When engaging any Sub-processor, PayPal will execute a written contract with the Sub-processor, which contains terms for the protection of Customer Data which are no less protective than the terms set out in this Schedule. PayPal shall make available to Merchant a current list of Sub-processors for the respective PayPal services with the identities of those Sub-processors.
2.12 Security. PayPal shall, as a minimum, implement and maintain appropriate technical and organizational measures as described in Attachment 1 to this Schedule to keep Customer Data secure and protect it against unauthorized or unlawful processing and accidental loss, destruction or damage in relation to the provision of the PayPal services. Since PayPal provides the PayPal services to all Merchants uniformly via a hosted, web-based application, all appropriate and then-current technical and organizational measures apply to PayPal’s entire customer base hosted out of the same data center and subscribed to the same service. Merchant understands and agrees that the technical and organizational measures are subject to technical progress and development. In that regard, PayPal is expressly permitted to implement adequate alternative measures as long as the security level of the measures is maintained in relation to the provision of the PayPal services.
2.13 Security Incident Notification. If PayPal becomes aware of a Security Incident in connection with the processing of Customer Data, PayPal will, in accordance with Data Protection Laws: (a) notify Merchant of the Security Incident promptly and without undue delay; (b) promptly take reasonable steps to minimize harm and secure Customer Data; (c) describe, to the extent possible, reasonable details of the Security Incident, including steps taken to mitigate the potential risks; and (d) deliver its notification to Merchant’s administrators by any means PayPal selects, including via email. Merchant is solely responsible for maintaining accurate contact information and ensuring that any contact information is current and valid.
2.14 Deletion. Upon termination or expiry of the Agreement, PayPal will delete or return to Merchant all Customer Data processed on behalf of the Merchant, and PayPal shall delete existing copies of such Customer Data except where necessary to retain such Customer Data strictly for the purposes of compliance with applicable law.
2.15 Data Portability. Upon any termination or expiry of this Agreement, PayPal agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide PayPal with all requested information including proof that the Data Recipient is in compliance with the Association PCI-DSS Requirements and is level 1 PCI compliant. PayPal agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides PayPal with proof that the Data Recipient is in compliance with the Association PCI-DSS Requirements (Level 1 PCI compliant) by providing PayPal a certificate or report on compliance with the Association PCI-DSS Requirements from a qualified provider and any other information reasonably requested by PayPal; (b) the transfer of such Card Information is compliant with the latest version of the Association PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Association Rules, and any applicable laws, rules or regulations (including Data Protection Laws) and the Privacy Act 1988 (Cth)).
Technical and Organizational Measures
The following technical and organizational measures will be implemented:
Data Processing of Customer Data
Categories of data subjects
Customer Data – The personal data that the Customer provides to the Merchant which then passes it to PayPal to be forwarded to their bank or processor.
Subject-matter of the processing
The payment processing services offered by PayPal which provides Merchant with the ability to accept credit cards, debit cards, and other payment methods on a website or mobile application from Customers.
Nature and purpose of the processing
PayPal processes Customer Data that is sent by the Merchant to PayPal for purposes of obtaining verification or authorization of the Customer’s payment method as payment to the Merchant for the sale goods or services.
Type of personal data
Customer Data – Merchant shall inform PayPal of the type of Customer Data PayPal is required to process under this Agreement. Should there be any changes to the type of Customer Data PayPal is required to process then Merchant shall notify PayPal immediately. PayPal processes the following Customer Data, as may be provided by the Merchant to PayPal from time to time:
|Payflow Link||Payflow Pro|
|Date of birth||x||x|
|Government ID number||x||x|
|Bank account number and bank routing number||x||x|
|Financial account number||x||x|
|Card or payment instrument type||x||x|
|Card Primary Account Number (PAN) or Device-specific Primary Account Number (DPAN)||x||x|
|Card Verification Value (CVV)||x||x|
|Card expiration date||x||x|
|Business tax ID||x||x|
Special categories of data (if relevant)
The transfer of special categories of data is not anticipated.
Duration of Processing
The term of the Agreement.