Yow General Terms and Conditions

Article 1: General

1.1 These Terms and Conditions are a contract between Yowpay Luxembourg S.à r.l. 33, avenue de la Liberté L - 1931 Luxembourg registration number B289233 ( Yow) and the Merchant (also referred to as ‘you’) as a user of the Yow Transaction Data Information Service.

1.2 The Terms and Conditions apply to the Transaction Data Information Service rendered by Yow to you and thereby entering a contract between you and Yow.

1.3 The service is not a method of payment. After the Merchant has given his authorization by means of SCA to the AISP’s or has granted directly access to the Yow through a Business API, Yow will be able retrieve the Account Data in respect of this Merchant using the AISP service.

1.4 At the moment, the Merchant is using the YOW application, YOW is allowed to monitor the Merchant's bank account during a period up to 90 days, and in the future possibly up to 180 days if access to the bank account is granted by using AIS. In case access to the bank account is granted through the Business API, Yow is allowed to monitor the Merchant's bank account as long as the API Access Key has not been expired.

1.5 With its service YOW aims to monitor 'account-to-account' (hereinafter: "A2A") payment transactions. A2A payments – also known as account-based, online banking, or direct account payments – describe money transfers from one account to another without any intermediaries. With the Transaction Data Information Service the Merchant will be informed whether and when the payments by the Customers to the bank account(s) of the Merchant for the Trades are made.

1.6 In order to use the Transaction Data Information Service the Merchant has to register himself on the Yowpay.com website and accept these Terms and Conditions.

1.7 The Merchant must be a person who is legally competent and authorized to sign binding contracts and must be at least 18. If the legislation in the country of the Merchant differs from this rule the Merchant must be at least 21.  By using the Transaction Data Information Services, you confirm that you have the required age. Alternative: must have reached the age of majority in his country of residence.

1.8 Yow has the right to make changes to this Contract. Yow will notify the Merchant of such changes by means of placing the new, amended Contract on the Yowpay.com website. The changes take effect as from the date the new amended Contract is placed on the Yowpay.com website. If the Merchant does not accept the changes, the Contract will terminate.

Article 2: Definitions

2.1 Account information service or AIS:
An open banking feature allowing a party to retrieve the name of the bank account holder, the IBAN, the transactions lists and balances of such a bank account (the Account Data) for up to 90 days after authorization in this respect of the holder of the bank account, using the ‘strong client authentication’ (hereinafter: “SCA”) procedure. This feature only allows to retrieve the Account Data. This feature does not provide payment initiation from the bank account nor does the feature give access to the personalized security data of the holder of the bank account. Yow has concluded contracts with Account Information Service Providers to use the AIS. The period of 90 days may be extended in the future.1

2.2 Business API:

A business feature allowing a party to retrieve the name of the bank account holder, the IBAN, the transactions lists and balances of such a bank account (the Account Data) after authorization in this respect of the holder of the bank account by allowing that party the use of the API Access Key, using the ‘strong client authentication’ (hereinafter: “SCA”) procedure. This feature only allows to retrieve the Account Data. This feature does not provide payment initiation from the bank account nor does the feature give access to the personalized security data of the holder of the bank account.  

2.3 Yow Sarl or Yow:

A private company with limited liability incorporated under the law of Luxembourg, registered in the trade register of the Chamber of Commerce under registration number B289233   actual address: 33, avenue de la Liberté L - 1931 Luxembourg.

2.4 Application Programming Interface or API
The technical component or method through which Transaction Related Data are exchanged with Yow in case of e-commerce transaction.

2.5 Account Data

The (combined) data of the Merchant’s account(s) with banks and/or other financial institutions such as the name of the account holder, the IBAN, balances and transactions lists retrieved by Yow from the AISP’s after authorization of the Merchant to the AISP’s to provide Yow with these data or retrieved by Yow through the Business API after the Merchant has granted to Yow access to these data via the Business API.

2.6 Bank Application or Bank App

The Bank App provided by the bank of the Customer which he uses for his banking transactions with the Merchant, which does or does not support the feature of reading the EPC QR code either a mobile application or a web application.

 2.7 Contract

The contract concluded between the Merchant and Yow through you approving these Terms and Conditions.

 2.8 Customer

The customer of the Merchant buying products or services from the Merchant against a payment.

 2.9 EPC compliant QR code 

European Payment Council Quick Response code being a standardized QR code that can be used for a SEPA SCT INST.3

2.10 Merchant

You, being any third party, individual or company, selling your products or providing your services to your Customers and using the Transaction Data Information Services provided by Yow.

 2.11 Transaction Data Information Service:

The providing of the Yow Mobile Application by Yow to the Merchant with which the Merchant can display an EPC compliant QR code to his Customer providing all the Trade Related Data to the Customer on behalf of the Merchant in order to make a SEPA SCT INST and with which the Merchant will be informed whether and when the payments by the Customers to the bank account(s) of the Merchant for the Trades are made.
The providing of the Yow API and the Yow hosted payment page to the Merchant. Using the API the Merchant will be able to redirect the Customer to the payment page where an EPC compliant QR code providing all the Trade Related Data will be displayed to the Customer on behalf of the Merchant in order to make a SEPA SCT INST. The Merchant will then be informed whether and when the payments by the Customers to the bank account(s) of the Merchant for the Trades are made.

2.11 API Key:

Unique identifier used to authenticate and authorize a user to an API.

2.12 AISP

The third party operating under an Account Information Service Provider (AISP) license from an EU based central bank with whom Yow has concluded contracts to use the AIS after the Merchant has given authorization the AISP to access his bank account in order for the AISP to provide Yow with the Account Data necessary for Yow to provide the Transaction Data Information Service to the Merchant. In this respect the Merchant will need to accept the terms and conditions of the AISP at each authorization renewal.

 2.13 Financial Service Provider

The third party offering financial services to the Merchant under a business API through which his bank account can be accessed after the Merchant has granted such access by allowing the use of the API Access Key created for this purpose, in order for Yow to retrieve the Account Data necessary to provide the Transaction Data  Information Service to the Merchant.

 2.14 Trade

The agreement between the Merchant and his Customer whereby the Merchant sells products or provides services to the Customer against a payment.

 2.15 Trade Related Data

All data in relation to the Trade such as the Merchants reference of the Trade, SEPA SCT INST wire transfer information and/or the information details of the wire such as IBAN account name and BIC and amount to be paid.

2.16 Sepa credit transfer instant or SEPA SCT INST

SEPA Instant Credit Transfer is an instant payment instrument for the execution of credit transfers allowing transactions to be processed in seconds.

2.17 Strong Customer Authentification or SCA Procedure

An authentication based on the use of two or more elements categorized as knowledge (something only the user knows), possession (something only the user possesses) and inherence (something the user is). These must be independent from one another, in that the breach of one does not compromise the reliability of the others, and is designed in such a way as to protect the confidentiality of the authentication data. SCA is done by the bank applications of the Merchant and the Customer and not by Yow as Yow is not a party in the Trade.

2.18 Terms and Conditions

These General Terms and Conditions (this document).

2.19 Yow Application

The application (mobile or web application ) provided by Yow to the Merchant as part of the Transaction Data Information Service with which Merchant can display an EPC compliant QR code to his Customer providing all the Transaction Related Data to the Customer on behalf of the Merchant in order to make a SEPA SCT INST and with which the Merchant will be informed whether and when the payments by his Customers to the bank account(s) of the Merchant for the Trades are made.

 2.20 Merchant Account

The account the Merchant has with Yow which is opened when the Merchant registers himself on the Yowpay.com website and accept these Terms and Conditions in order to use the Transaction Data Information Service.

Article 3: Using the Transaction Data Information Service

3.1 In case AIS is used to retrieve the Account Data, the Merchant needs to give the right to Yow to retrieve from the AISP the Account Data of the Merchant’s bank account(s) necessary for Yow to provide the Transaction Data Information Service. To achieve this, Yow will redirect the Merchant from the Yow mobile application or website to the AISP website on which the Merchant will need to give authorization to the AISP to access his bank account, using the SCA Procedure, in order for the AISP to provide Yow with the Account Data necessary to provide the Transaction Data Information Service to the Merchant. In this respect the Merchant will need to accept the terms and conditions of the AISP at each authorization renewal.

3.2 In case a Business API is used to retrieve the Account Data, the Merchant needs to authorize Yow to use the API Access Key created in order to access his bank account using the SCA Procedure with the purpose of retrieving the Account Data necessary for Yow to provide the Transaction Data Information Service. The Merchant shall ensure not to grant Yow access to any initiation of payments by allowing Yow to use the API Access Key.

3.3 In case AIS is used to retrieve the Account Data, the Merchant will need to renew the authorization before 90 days as the authorization to the AISP to access the bank account of the Merchant is limited for 90 days. This period may be extended in the future.

3.4 In case the Business API is used to retrieve the Account Data, the Merchant will need to renew the authorization before the expiration of the API Acces Key.

3.5 In order to use the Transaction Data Information Service, the Merchant will need to use the Yow Application.

3.6 It is the responsibility of the Merchant to acquire, possess and maintain all of the necessary equipment required to be able to use the Transaction Data Information Service , e.g. smartphone, tablet or other mobile device, bank security device, computer, software, email address, internet subscription, mobile subscription, SMS function and also any other equipment necessary for the Transaction Data Information Service. It is also the responsibility of the Merchant to keep the aforementioned equipment in such state that it remains up to date, safe and secure to use the Transaction Data Information Service.

3.5 You need to cooperate with all requests made by Yow in respect of your business, to identify youself and to verify your identity. Yow may make this conditional for granting you access, or continued access, to the Transaction Data Information Service This verification may include asking you for information so Yow can identify you. Yow may verify your information against third party databases or through other sources. See the Yow Privacy Policy for more information.

3.6 You must ensure the information you provide to Yow is always accurate and up to date. If at any time Yow believes that your information is outdated or inaccurate, Yow may require you to update this information and Yow may require you to complete the identification and verification process again.

3.7 You must not:

·      use the Transaction Data Information Service in any unlawful way, for illegal and prohibited activities, in breach of the Contract, or act fraudulently or maliciously (for example, by accessing the Yow Application of third parties);

·      allow a third party to use the Transaction Data Information Service made available to you;

·      infringe intellectual property rights in relation to the Transaction Data Information Service, or your use of it;

·      use the Transaction Data Information Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other persons (Yow expects fair levels of use);

·      attempt to alter or decipher any transmissions to or from the servers running any service (for example, by trying to break the encryption protecting those transmissions)

Yow remains the right to check on a regular basis if you meet the conditions laid down in this article.

3.8. Your Merchant Account is strictly personal and cannot be used by third parties or on behalf of the business of third parties.

3.9 You agree to reimburse Yow for any losses Yow incurs as a result of your breach of, or failure to comply with, this Contract, or if Yow suffers any losses as a result of your use of the Transaction Data Information Service

Article 4: The Transaction Data Information Service

4.1 Yow will provide to the Merchant the Transaction Data Information Service.

4.2 When Yow retrieves the Account Data either from the AISP or through the Business API, Yow acts on your behalf legally meaning that Yow acts - de jure or de facto - as your representative (client of the bank), with your explicit consent, and not on behalf of any AISP or bank.

4.3 YOW has no contact with the bank of the Merchant with respect to retrieving the Account Data from the AISP after your authorization to the AISP to give access to your Account Data or through the Business API after your authorization to use the API Access Key. Yow can however have contact with the bank of the Merchant as far as necessary with respect to technical questions, requests to connect through business API’s, assist AISP’s, report bugs or introduce a Merchant to the bank.

4.4 Yow will never collect the payments of the Customers to the Merchant.

4.5 Yow has no access to the Merchant’s bank credentials.

4.6 Yow will not be responsible for the Account Data and/or the Trade Related Data being correct.

4.7 Yow will not be responsible for the Customer having sufficient funds in the relevant bank account to make the payment to the Merchant for the Trade.

4.8 Yow will not be responsible for the period required for the execution of the payment by the Customer to the Merchant for the Trade.

4.9 Yow may update the Transaction Data Information Services to add and improve its functions. Depending on the update, you may need to download the latest version of the Yow Application and accept any new or additional terms.

4.10 Yow will not be responsible for expired API Access Keys.

4.11 Yow will not be responsible for access rights to the bank account of the Merchant because of your authorization to the AISP to give access to your Account Data or through the Business API after your authorization to use the API Access Key.

Article 5: Termination of this Contract and blocking of the Transaction Data Information Service

5.1 Yow may suspend or end your use of the Transaction Data Information Services (or part of it) at any time:

·      if you breach this Contract;

·      in the event Yow is unable to identify you or verify your identity;

·      in the event Yow considers the business of the Merchant to bear unacceptable risks or to be unlawful.

·      if Yow suspects that that the Transaction Data Information Services’ security has been breached, or Yow suspects unauthorized or fraudulent use of the Transaction Data Information Services or Yow suspects fraud, prohibited transactions or money laundering or any other violation of the law. In the event of suspected fraud, prohibited transactions or money laundering, or not complying with this Contract, Yow may as a result declare the transaction to the relevant authorities without informing the Merchant.

·      In case of 3 years of inactivity on the Transaction Data Information Services of the Merchant;

·      if Yow is required to do so by law; or

·      in other circumstances where Yow believe that there is a valid reason (such as for risk or fraud management), or at your request.

5.2 Yow may otherwise decide to stop providing you with the Transaction Data Information Services and end this contract at any time by giving you 1 month' notice.

5.3 You may stop your use of the Transaction Data Information Services at any time and end this Contract, e.g. by ending this Contract or removing the Yow Application from your device. Doing so Yow will not automatically delete your user information that Yow holds. You can contact Yow at dataprivacy@Yowpay.com and ask Yow to delete the user information we hold about you. When your user information is deleted, Yow will continue to hold certain information about you and your use for as long as it is required to enable Yow to comply with legal requirements, and for operational reasons. See the Yow Privacy Policy for further details on the retention period(s).

5.4 The termination of this Contract does not affect the legal rights, obligations and responsibilities the Merchant and Yow have used, that have applied to the relationship between the Merchant and Yow, or that arose in the period that the Contract was in effect or for which it is stipulated that they remain valid for an indefinite period. 

5.5 In case a Business API is used to retrieve the Account Data, the Merchant is responsible for deleting the API Access Key at the termination of the Contract.

Article 6: Charges

6.1 The Merchant pays Yow a fee for the Transaction Data Information Service which fee will be displayed in the Merchant Account.

6.2 Yow will send an invoice by email to the Merchant for the fees for the Transaction Data Information Service, which invoice will also be displayed in the Merchant Account. The invoice will be payable within 15 (fifteen) days. In the event of late payment, an additional interest rate corresponding to the semi-annual reference rate (Refi) of the European Central Bank (ECB), in force on January 1 or July 1, increased by 10 points, will be charged.

Article 7: Availability of the Transaction Data Information Service

Yow does not guarantee the availability of the Transaction Data Information Service. Yow cannot be held responsible for losses if the Transaction Data Information Service is down, if the Transaction Data Information Service is not functioning as intended or expected or if information necessary to provide the Transaction Data Information Service is not correct.

Article 8: Updating or and changes to the Transaction Data Information Service

Yow is entitled to implement updates and new versions of the Transaction Data Information Service to the extent that Yow considers appropriate. Yow is also entitled to implement changes to the Transaction Data Information Service or the way in which the Transaction Data Information Service is provided without prior information.

Article 9: Data Protection

9.1 If the account information (of the Merchant) processed and stored by YOW is personal data in accordance with the GDPR, YOW shall process such personal data in accordance with the GDPR and applicable personal data protection laws.7 See our Yow Privacy Policy.

9.2 By using the Transaction Data Information Services you explicitly consent to Yow collecting and using technical information about your usage and device to improve our products and to provide any services to you.

Article 10: Limitation of liability

10.1 Yow is not liable for any damage which is due to Monaco or foreign legislation, the actions of Monaco or foreign public authorities, acts of war, strikes, blockades, boycotts, lockouts, or other similar circumstances. The reservation as regards strike, blockade, boycott and lockout also applies if Yow is itself the subject of or implements such industrial action.

10.2 Should Yow be prevented from providing the Transaction Data Information Service as a result of a circumstance stated in the first paragraph, the Transaction Data Information Service may be postponed until such time that the impediment has been removed.

10.3 Yow is not liable for loss that has also arisen in cases other than those specified in the first paragraph in the event that Yow’s actions are to be regarded as having been taken with due caution. Yow is not responsible for any loss unless the loss was caused by Yow’s gross negligence.

10.4 In addition to the provisions of the first and second paragraph, Yow is not liable in cases of unusual or unpredictable circumstances over which Yow has no control and whose consequences were impossible for Yow to avert despite all efforts made. Nor does liability for implementation of the Transaction Data Information Service arise when Yow, or when the party engaged by Yow, has acted in accordance with Monaco or EU legislation.

10.5 The Transaction Data Information Service has not been developed to meet your individual circumstances. It is your responsibility to ensure that the Transaction Data Information Service meets your needs.

10.6 Yow has no liability to you for any loss of profit, loss of revenue, loss of business, business interruption,or loss of business opportunity.

10.7 Yow has no liability to you for any damage or alteration to your equipment including your devices as a result of use of the Transaction Data Information Service.

10.8 Yow is not responsible or liable if the relevant cause arises from your breach or action (such as your fraud or Yow following
your instructions), events outside of our control, or the need to comply with our legal obligations.

10.8 All information, content and material displayed through the Transaction Data Information Service is provided for information only. It is not Transaction or professional advice. You should not rely on information or content from the Transaction Data Information Service as the sole basis for making a business decision. You should use your own judgment, and seek professional advice if appropriate. Accordingly, you agree that Yow is not responsible or liable to you for:

·      any action (or inaction) resulting from use of or reliance on information or content displayed through the Transaction Data Information Service (or any loss or damage you suffer as a result); or

·      any dealings you have with third parties through the Transaction Data Information Service.

10.9 If Yow is liable to you in relation to the Transaction Data Information Service, then Yow will only be liable to you for loss or damage that you personally suffer that is a foreseeable result of all such causes up to a maximum of 50 euro.

Article 11: Merchant Due Diligence

Yow has a right and may have an obligation to process and to report to the Authorities data about the Merchant and the payment transactions of the Merchant within the framework of applicable money laundering legislation. Yow is entitled to report payment transactions, take other measures relating to the transaction of the Merchant, if Yow cannot fulfill its obligations within the framework of applicable money laundering legislation and client due diligence requirements.

Article 12: Assignment

12.1 The Merchant may not assign or transfer any rights or obligations he has according to the Terms and Conditions.

12.2 Yow is entitled to assign all or parts of its rights and obligations according to the Terms and Conditions, though provided such assignment or transfer is not to your disadvantage and does not change the rights and obligations you have according to the Terms and Conditions and will inform you accordingly.

Article 13: Term of contract

This Contract applies from the day on which the Merchant approved the Terms and Conditions and until further notice for as long as the Merchant is using the Transaction Data Information Service.

Article 14: Complaints

If the Merchant is dissatisfied with Yow’s handling of the Transaction Data Information Service, the Merchant can present his complaint and any claim for compensation to Yow via email at complaint@yowpay.com as soon as the Merchant becomes aware of the event to which the complaint relates.

Article 15: Applicable law

Disputes as a result of the Terms and Conditions shall be determined by a general court in Monaco applying Monaco law.

Article 16. Announcements and notification 

16.1 Declarations, notifications and other announcements from Yow to the Merchant can be made by e­mail, via publications on the website Yowpay.com or by any other reasonable method. 

16.2 All announcements intended for the Merchant will in principle be sent to the e­mail address the Merchant provided to Yow upon registration for the Merchant Account. 

Article 17: Other

17.1 The Merchant agrees that Yow can freely and by operation of law transfer the rights and obligations arising from this Contract and from all the documents that apply for reference purposes in the event of a merger, division, takeover or other restructuring. 

17.2 The titles of the various sections of this Contract are indicative only and do not necessarily give an exact indication of the content of the articles to which they refer. 

17.3 If Yow fails to act in respect of a violation of this Contract by the Merchant or by others, Yow does not automatically waive the right to act in respect of later or similar violations. 

17.4 If Yow does not exercise or enforce a legal right or legal remedy referred to in this Contract (or to which Yow is entitled in accordance with the applicable law) this cannot be considered a waiver of the rights of Yow. Neither can it be considered a waiver of the right to act in respect of later or similar violations. Yow can and may always use its rights or legal remedies.

17.5 The provisions in the following articles: ‘16. Announcements and notification’, ‘10. Limitation of liability Yow’, ‘3.9’ Reimbursement , ‘15. Applicable law’ and ‘ 17. Other’ and any other provision insofar as applicable continue to exist after the termination or expiry of this Contract. 

17.6 This Contract, accompanied by the documents and Policy Rules included for reference purposes, constitutes the entire Contract between the Merchant and Yow.

17.7 This  Contract is drawn up in the English language. In the event of a conflict between the English version of this Contract and a version in another language, the English version will prevail.