Legal Terms & Conditions

Introduction / Preliminary Provisions

1. Easypay – Instituição de Pagamento Lda, hereinafter identified as “Easypay” or “Provider”, with a share capital of €125,000, registered at the Lisbon Commercial Registry Office under corporate taxpayer number 505237431 and with registered office at Rua Soares de Passos no. 14B, in Lisbon, Portugal, is the entity providing payment services, duly authorised by Banco de Portugal, the supervisory authority, under special registration number 8706.
2. Easypay’s framework contract for the provision of services to its clients, hereinafter referred to as the “Contract”, is made up jointly of these General Conditions, the Application Form, which may or may not include special or particular conditions, the Technical Documentation, the Rules of Use and the General Price List.
3. The Contract governs the conditions under which services are provided by Easypay and is supplemented by the provisions of the applicable legislation, in particular the rules set out in the Legal Framework for Payment Services and Electronic Money (hereinafter RJSPME), approved by Decree-Law 91/2018 of 12 November. For the purposes of the Contract, Easypay’s client is identified as the “Institution” and its clients are identified as “Customers”.
4. The term “Platform” refers to Easypay’s IT ecosystem, which includes the APIs, the Backoffice, the digital integration channels and the communications and management infrastructure associated with the Automatic Payment Terminals (APT), for the purpose of providing the services set out in clause 14.
5. Furthermore, for the purpose of providing the services set out in clause 14, the following definitions apply:
   1. “Automatic Payment Terminal” (APT) or “Equipment”: the physical device (payment terminal, pinpad, card reader, or any other means of capturing transactions), together with its cables, chargers, docking bases and other accessory components, made available by Easypay to the Institution for the capture and processing of transactions in a face-to-face environment (Card-Present), including contact, contactless and Near Field Communication (NFC) technology.
   2. “Onboarding Fee”: the fixed fee payable by the Institution at the time the Application Form is submitted, intended to cover the administrative and operational costs of the onboarding and due diligence process.
   3. “Fee Payment Account” (FPA) or “Commissions Account”: the separate account managed by Easypay in the name of the Institution, exclusively intended for the recording of debits and credits relating to commissions, service charges, contractual penalties, and the offsetting of credits (in particular those relating to the Onboarding Fee).

   Formalisation of the Contract

6. The contract is formalised on physical paper, by signature of the Application Form by a person who validly binds the Institution.
7. The Institution thereby accepts these General Conditions and the General Price List, which remain in force until they are partially or fully replaced, and are supplemented or derogated from, in all applicable respects, by the provisions of the Application Form, the Technical Documentation and the Rules of Use, in particular the specific rules applicable to each payment instrument and the rules governing the Automatic Payment Terminals.
8. At the time the Application Form for the Contract is submitted, the Institution is liable to pay an Onboarding Fee in the amount of €50.00 (fifty euros), plus VAT at the legal rate in force, intended to cover the administrative costs of the onboarding process, in particular the collection and verification of documentation, the carrying out of due diligence under the terms of Law no. 83/2017 of 18 August, the risk assessment, the compliance analysis and the initial technical configuration of the account.
9. The Onboarding Fee is payable at the time the Application Form is submitted and is settled through the prior top-up of the commissions account of the Customer at the Institution.
10. The Onboarding Fee is non-refundable, irrespective of the outcome of the onboarding and due diligence process, including in cases where:
    1. The Institution is not approved in the KYC (Know Your Customer) or KYB (Know Your Business) procedures;
    2. The Institution does not meet Easypay’s eligibility requirements or internal risk criteria;
    3. The Institution voluntarily withdraws from the process during the onboarding phase;
    4. Membership is refused for any other reason, including a change in the Institution’s financial situation, risk or activity.
11. The Institution expressly acknowledges and accepts the non-refundable nature of the Onboarding Fee, in that the analysis, document review, compliance assessment and configuration services that the Fee remunerates are in fact provided by Easypay irrespective of the final outcome of the onboarding process.
12. If the Institution is approved in the onboarding process and the Contract enters into force under the terms of clause 10, the Onboarding Fee is credited to the Institution’s Fee Payment Account (FPA) and may be deducted from the service commissions owed to Easypay for any contracted service, during the period of six (6) months counted from the date of activation of the payment account, up to the limit of its amount.
13. At the end of the six-month period referred to in the preceding clause, any remaining balance of the Onboarding Fee not deducted against commissions or charges is deemed to be definitively collected, is not carried over to a subsequent period, is not refunded to the Institution, and reverts in full to Easypay.
14. The Onboarding Fee is not due in the following situations, where expressly provided for in the Application Form:
    1. In the case of a commercial or strategic partnership, where expressly agreed in writing;
    2. Upon the contracting of an additional payment method or APT Equipment by an Institution that is already an active client of Easypay and holds an active payment account, provided that such waiver is stated in the specific Application Form;
    3. In other cases expressly determined at Easypay’s sole discretion and by written agreement.
15. The Application Form is made available in accordance with the terms defined by Easypay and provided to the Institution for downloading, reading, signing and returning. Where the Institution has an electronic signature, this will only be accepted by Easypay if it takes the form of a qualified electronic signature, in which case the Institution’s acceptance of the Contract will be considered valid and will have the legal value attributed by the legal provisions in force, in particular by the provisions of Decree-Law no. 12/2021 of 9 February and Decree-Law no. 7/2004 of 7 January.
16. Any document formalised and accepted between the Parties under the preceding terms will be deemed to constitute a valid agreement between the Parties and will have the legal value attributed by the legal provisions in force, in particular those set out in the legal instruments referred to in the preceding point or others that replace them.
17. The Contract will only be considered valid after Easypay’s express acceptance of the Institution’s application, which, for all relevant purposes, will be deemed to have been given upon delivery of the security credentials for access to the Platform.
18. Within the 30 days following acceptance of the Institution’s application, Easypay may terminate the contract with immediate effect, without the need to invoke just cause.
19. If the Institution’s application is not accepted by Easypay, or if Easypay terminates the contract under the terms of clause 10, the funds relating to payment transactions of which the Institution is the payee, that have in the meantime been executed and received, must be returned to the Payers, and the Institution hereby undertakes to facilitate all information necessary to enable the return to be carried out.
20. Easypay reserves the right not to accept any application to its service, where the activity pursued by the Institution is, or Easypay has indications that it may be, of an illegal, unlawful, suspicious, fraudulent, socially reprehensible nature or prohibited by the rules of use of the payment instrument(s) that the Institution intends to use, as indicated in the List of Prohibited and Approval-Subject Activities .

    Price List

21. Save for any particular agreement between the parties set out in the Application Form, the General Price List annexed to these General Conditions, which forms an integral part of the Contract, applies to all transactions and acts.

    Easypay’s Services

22. Within the scope of the Contract, Easypay makes the following General Services available:
    1. Access to the Easypay payments Platform and the opening and management of a payment account in the name of the Institution on the Platform, together with its unique identification;
    2. Advice on the selection of the payment system(s) and/or instrument(s) most appropriate and efficient for the Institution’s profile;
    3. Advice on the choice of payment regime, whether one-off, recurring or subscription-based;
    4. Management and provision of access to the selected payment systems and/or to the processing of payments for transactions or services, whether public or private, in particular:
       1. The Multibanco system, through the obtaining of service payment references from the entity managing that system;
       2. SEPA direct debits (SEPA DD), through access to the payment processing platform;
       3. Payment platforms through the use of Visa, Mastercard and American Express branded cards, including their processing through digital wallets, in particular Apple Pay, Google Pay, Samsung Pay or other equivalent solutions that Easypay may make available.
       4. Access to other transaction or service payment systems with which Easypay has a relationship or establishes a partnership, when selected by the Institution, in particular the MB WAY system or the credit products made available by lending entities, as described in the respective commercial conditions, with access to the latter being dependent on the express written authorisation of the respective lending entity for the credit product in question which, after assessing the information provided by the Institution, may or may not agree to contract the products with the Institution’s clients, with Easypay not being responsible if the respective lending entity does not accept the Institution for the purposes of the said products;
       5. Physical Automatic Payment Terminals (APT), on a lease basis, as chosen by the Institution and set out in the Application Form;
    5. Management of the receipt of funds remitted to the Institution by any Payers, including the management of the administrative procedures necessary for the settlement of those receipts (creation, sending, receipt, validation and processing of files and payment instructions to the banking systems and payment systems);
    6. Administrative management and configuration of access to the respective payment systems, as well as the provision of plug-ins (connection software applications) to allow the Institution to access Easypay’s payment services on the e-commerce platforms on which it operates;
    7. Execution or promotion of the execution, in the name of the Institution, or in the name of Easypay but on behalf of the Institution, as payee of the transactions, of the receipt of funds remitted by the Payers;
    8. Execution or promotion of the execution, in the name of the Institution, or in its own name but on behalf of the Institution, of payment transactions ordered by the Institution, using the payment instruments whose use has been agreed with Easypay and the Institution’s funds available in its payment account and in accordance with the Institution’s instructions;
    9. Transfer to a bank account indicated and held in the name of the Institution of the amounts received on its behalf;
    10. Maintenance of the Platform for the monitoring and management of payment transactions and the movements of the respective funds in the individual payment account, under the terms stipulated by regulation, including the control and management of payment references and the configuration of access to the payment systems;
    11. Provision of Technical Documentation setting out the procedures and technical requirements for integrating the Institution’s IT system with Easypay’s Platform;
    12. Provision of personal, secret, confidential and non-transferable access to the Platform through codes and/or passwords (security credentials) assigned to natural persons indicated by the Institution, with the Institution being solely responsible for their use and any consequences from the moment Easypay delivers them;
    13. Strong authentication procedures for the Institution and security measures to protect the confidentiality and integrity of users’ personalised security credentials, their data and the related payment transactions, in accordance with the Technical Documentation provided;
    14. Authentication and communication with other payment service providers or with other parties involved in the transactions, in accordance with the technical security requirements set out in the technical rules in force, in particular through the use of 3D Secure security mechanisms in the applicable transactions, with Easypay ensuring its PCI compliant status;
    15. Access to the Institution’s payment account by account information service providers and payment initiation service providers, except in cases where such access must be legally denied, in particular because it is fraudulent or not authorised by the Institution;
    16. Operational management and monitoring of the use of the Platform through a Business Manager and technical support for the Institution;
    17. The possibility of subscribing to complementary services, at the Institution’s request, whereby if the Institution exercises any of the options and/or contracts complementary services, such options will be described and will, for all legal purposes, form part of the Application Form;
    18. Creation and management of a separate commissions account (fee payment account) relating to the provision of services by Easypay for the purpose of debiting and crediting the amounts of the said commissions and applicable taxes.
23. Easypay makes Automatic Payment Terminals (APT) available exclusively under the Lease Arrangement, with the following conditions applying:
    1. The Equipment remains the exclusive property of Easypay or its technology partners, being provided to the Institution under a lease arrangement for the agreed period, subject to monthly or periodic payment of the lease fee set out in the General Price List;
    2. The lease of each APT Equipment is subject to a minimum mandatory commitment period of 12 (twelve) months, counted from the delivery date of the respective Terminal.
    3. In the event of termination by notice, termination for cause or cancellation of the APT lease contract at the Institution’s initiative, or due to a breach attributable to it, before the minimum commitment period of 12 months has elapsed, the Institution undertakes to pay Easypay, by way of penalty clause and compensatory indemnity, the amount corresponding to all the outstanding (unpaid) lease instalments up to the end of the said 12-month period, without prejudice to the duty to return the Equipment under the terms of Clause 14-E.
24. Under the lease arrangement, the Equipment remains the exclusive property of Easypay or its technology/hardware partners. The Institution formally assumes the status of bailee of the Equipment, being fully responsible for its custody, physical security, cleaning, hygiene, preventive maintenance and correct use, refraining from subletting, assigning, disposing of or encumbering it in any way to third parties.
25. Any attempt to open, modify the hardware, reverse engineer, dismantle, alter or remove components of the native software, or to attach external mechanical/electronic devices to the APTs, including keypad overlays, fake card readers, skimmers, or any unauthorised data capture device, is expressly prohibited. The installation of applications, firmware or software not authorised by Easypay or the official supplier of the Equipment is expressly prohibited. The Institution undertakes to carry out daily visual inspections of all active Terminals at its commercial establishment(s), with a view to detecting signs of tampering, opening, physical alteration, installation of overlay keypads/fake readers (skimming techniques), or any evidence of a security compromise. Any anomaly, suspected fraud, attempted theft, theft or robbery of the Equipment must be reported in writing to Easypay (via email, Backoffice ticket, or telephone) within a maximum period of 12 (twelve) hours after the occurrence, failing which the Institution will be directly and fully liable for all fraudulent transactions captured by the compromised Terminal. The Institution undertakes to immediately inform Easypay of any security indicator generated by the Terminal (low battery alerts, lost connectivity, pending security updates, expired certificates, etc.) and to resolve them within the indicated timeframes.
26. The APT Equipment is configured, remotely tracked and linked to the physical commercial address declared by the Institution in its Application Form. Easypay maintains location and geolocation records of the Equipment for the purposes of regulatory compliance, audit and security. The relocation or operation of the APTs outside the premises authorised in the Application Form is expressly prohibited, including their use for street vending, fairs, events, seasonal establishments, beach resorts, secondary establishments, or abroad, except where the Institution has specifically contracted the “Mobile APT” or “GPRS/4G APT” arrangement and has obtained Easypay’s prior express written authorisation. The Institution may request in advance the reactivation or change of location of a Terminal, providing proof (photo, commercial document, lease contract for the premises) of the new place of operation, with the change being subject to approval and technical reconfiguration by Easypay, and potentially incurring additional operational costs. Any breach of this clause will result in the immediate and remote blocking of the Equipment by Easypay, as well as the application of contractual penalties in accordance with the General Price List.
27. In the event of termination by notice, termination for cause or cancellation of this Contract (irrespective of the party giving rise to it and without prejudice to compliance with the minimum commitment period provided for in Clause 14-A), the Institution undertakes to return to Easypay all APT Equipment within a maximum period of 5 (five) business days after notification of termination, in perfect condition (save for the natural wear and tear resulting from normal and appropriate use). The return must be made through an accredited carrier, at the choice of the official supplier of the Equipment (with shipping costs borne by the Institution) or by in-person collection, subject to written confirmation of receipt by the official supplier of the Equipment. Failure to comply with the 5-business-day return period entitles Easypay to:
    1. Automatically charge the Institution’s commissions account (FPA) or bank account a daily penalty of €5.00 per missing Equipment for each business day of delay, up to a maximum of €150.00 per Equipment;
    2. Proceed to the remote and immediate blocking of transaction processing on the said Terminal;
    3. Record a compliance incident with regulatory authorities and credit information systems.
28. The return of Equipment with materially serious damage resulting from negligence, misuse, alteration, unauthorised tampering, or breach of the security obligations entitles Easypay to charge the Institution an administrative penalty corresponding to the full cost of replacing/repairing the hardware in force at the date of the incident, without prejudice to other civil or contractual liabilities. Damage considered normal and resulting from appropriate use (keypad wear, minor scratches on the casing, colour changes, etc.) does not result in additional penalties, being absorbed by Easypay as part of the cost of operation.
29. The Institution assumes full and unquestionable liability for all transactions processed on any APT Terminal that has suffered a security compromise (skimming, keypad overlay, malware, physical alteration, etc.) where the Institution, in compliance with clause 14-C, has failed to detect and report the compromise within 12 hours. This liability includes the full reimbursement to Easypay of all disputes, chargebacks, refunds, and penalties imposed by the card networks (Visa, Mastercard, Amex) arising from fraud on compromised Equipment not reported in a timely manner. Easypay may automatically debit the Institution’s FPA or the bank account indicated by it to cover such costs, without the need for prior authorisation, with the Institution being deemed to have given its consent in this Contract.
30. Easypay is exclusively responsible for the remote maintenance of the software, firmware, security certificates and PCI-DSS compliance of the Equipment, including the carrying out of automatic or scheduled updates. First-line technical support for any operational issue, connectivity, breakdown or anomaly of the Equipment is provided solely and exclusively by the official supplier of the Equipment. The Institution undertakes to channel any request for technical assistance directly to the said supplier, through the contact channels made available for that purpose, with the response times and service levels (SLA) defined by the supplier applying. Easypay assumes no responsibility for direct technical support for the Equipment, without prejudice to ensuring, with the official supplier, that repairs or replacements of Equipment due to manufacturing defect or technical failure not attributable to the Institution are carried out at no additional cost to it.

    Payment Orders

31. The Institution may give payment orders or instructions on its payment account for the execution of payment transactions of which it is the payee or payer, by transmitting those orders or instructions to Easypay, in accordance with the terms set out in the Contract.
32. In respect of each payment transaction, Easypay will make available to the Institution in electronic form, on the Platform, separate information on the full amount of each payment transaction that it has executed, or has promoted on behalf of the Institution, and on the charges debited by Easypay for each payment transaction, under the terms set out in this Contract. Easypay will also inform the Institution, in the same manner, of the total amount to be transferred, at any given time, for credit to the bank account indicated by the Institution in the Application Form. The Institution accepts, for all legal purposes, the said manner of making information on payment transactions available.
33. In cases where the period of validity of the payment orders given by the Payers of payments of which the Institution is the payee expires without them having been executed, Easypay may promote the re-issue of the payment orders, where such re-issue forms part of the service package contracted by the Institution with Easypay.
34. Easypay will not execute any payment order transmitted by the Institution in cases where such orders exceed the spending limit agreed between the Institution and Easypay for the payment instrument used to execute the order, or where the Institution’s payment account does not have sufficient funds for the purpose.
35. Easypay will not inform the Institution of all cases in which the latter’s customers reject or fail to execute payment transactions, returning to the Institution the task of promoting the respective payment transaction, where Easypay concludes that it is impossible to effectively promote that transaction on behalf of the Institution.
36. Easypay undertakes to initiate payment transactions in euros within the timeframes agreed with the Institution, so as to allow their settlement on the indicated execution dates and, in applicable cases, to credit the Institution’s payment account on the business day following that on which it receives the funds from the entities managing the payment instruments.
37. For the purposes of the provisions of the preceding clause, Easypay will inform the Institution of the value date on which it has received the funds, which will be the date on which those funds become available for any type of movement in Easypay’s account.
38. In the case of payment transactions involving currency conversion operations, the Institution hereby authorises Easypay, where it deems appropriate, to apply with the Institution or to agree with the Payer of the transaction, or with its payment service provider, a specific remuneration regime for Easypay’s services for that type of operation.
39. Easypay prevents the Institution from requiring the Payer to pay a charge for the use of a particular payment instrument, where this has been specifically imposed by the Institution or where there is a legal provision limiting this right so as to encourage competition or promote the use of efficient payment instruments, in particular in the cases of payment instruments whose interchange fees are regulated by legal rule or of payment services covered by Regulation (EU) no. 260/2012.
40. Easypay may not initiate, may refuse the execution or the promotion of the execution of a transaction or a set of payment transactions if all the conditions set out in this Contract for the respective execution are not met. Easypay must inform the Institution of the situation, as well as the reasons for the refusal and the procedures the Institution must follow to rectify any factual errors that gave rise to the non-execution of the transaction, save where legally provided otherwise, and may charge the costs inherent to the notification.
41. Easypay may, furthermore, not initiate, not execute or not promote the execution of one or a set of authorised payment transactions, of which the Institution is the payer or payee, blocking, as the case may be, the transfer or receipt of funds through the payment instrument used, where it has knowledge of or well-founded suspicions that such use will compromise the security of the instrument or that it may be being used in an unauthorised or fraudulent manner.

    Obligations, authorisations and consents of the Institution

42. For the purposes of providing the contracted services, the Institution undertakes to transmit the orders for the payment transactions of which it is the payee or payer through an electronic instruction entered on the platform, in accordance with the technical rules defined and indicated by Easypay, accepting that such instruction will have effect for all legal purposes as an irrevocable declaration of intent to carry out the payment transactions thus ordered, and further expressly consents to and authorises Easypay to:
    1. 1. Request and obtain from the competent entities the tools and equipment necessary for the use of the payment systems selected by the Institution for the execution of the payment transactions;
       2. Associate a bank account, held in the name of Easypay but opened and managed exclusively for the purpose of debiting and crediting the amounts relating to the Institution’s payment transactions, with the payment methods used, so as to execute or promote the execution of the payment or the receipt of the Institution’s funds into that account;
       3. In applicable cases, provide a response to requests from other payment service providers to confirm the availability in the Institution’s payment account of the amount corresponding to a particular payment transaction or, where applicable, request that confirmation from another payment service provider.
       4. Allow access to the payment account by payment initiation service providers or account information service providers, provided that they have been given express consent for the purpose and the access request is not, or may not be, fraudulent.
       5. Enter, when necessary, into the selected payment systems the payment orders to promote the receipt of funds by the Institution or the payments ordered by the Institution, initiating the payment transaction on its behalf;
       6. Initiate, execute or promote the execution in its own name, or in the name of Easypay but on behalf of the Institution, of the payment transaction or transactions of which it is the payee or payer, whether individually or jointly, of the type, amount and other conditions indicated in the Application Form;
       7. Charge the amounts due for the services provided to the Institution, including in particular the charges and services inherent to the refusal to execute a payment order, where objectively justified, the charges and services inherent to the revocation, by agreement, of a payment order, those relating to the recovery of funds and, further, those relating to the re-issue of payment orders.
       8. Deduct from the funds received on behalf of the Institution the amounts due by way of remuneration and charges for the services provided by Easypay, including the taxes levied on those amounts and any fines and other contractual penalties or charges applied by the entities managing and regulating the payment systems, as described in the General Price List;
       9. Debit and credit the Institution’s payment account and fee payment account, as necessary for the execution of the payment transactions carried out under this Contract, and may in particular: 1. credit the Institution’s payment account with the amounts, net of the amounts due to Easypay, from the funds received on its behalf; 2. debit the payment account with the amounts whose payment has been ordered by the Institution and with the amounts due to Easypay; and 3. transfer, at the Institution’s request, to a bank account held in its name, the funds received, net of the amounts due to Easypay, as set out in the General Price List;
       10. Promote the contacts and steps necessary with the Payers of the payment transactions to resolve all matters necessary for the effective receipt of the funds by the Institution, any adjustments and cancellations of payments and the clarification of all associated matters;
       11. Debit, by any lawful means, the payment account or the bank account indicated by the Institution, for the purpose of returning or refunding the Payers of the payment transactions, in cases where such return or refund is legally due;
       12. Maintain, during the term of the Contract, a retained amount corresponding to a percentage of the funds received from the payment transactions of which the Institution is the payee, referred to as the Fund Reserve, in the form, amount and period indicated in the Application Form. The amount corresponding to the Fund Reserve is intended to guarantee the proper performance of the obligations of this Contract and of the legal rules applicable to the payment transactions and will not be transferred to the Institution’s bank account for as long as the reasons justifying its constitution persist. The Institution accepts and authorises that Easypay may vary, at any time, the amount of the retained funds according to the risk profile and the total amount of the transactions carried out by the Institution at any given time, and may also determine, for certain types of higher-risk transactions, such as, for example, payment transactions carried out with cards without the physical presence of the payer and/or of the payment instrument, or where the monthly limit for the value or number of payment transactions agreed with the Institution is reached or exceeded, the total retention of the funds of those transactions, until it is no longer possible for the payers of those payment transactions, on the basis of the legal rules or the contractual rules of the payment systems, to request the cancellation of those transactions and the refund of the respective amounts, or the said limits are no longer reached or exceeded.
       13. For the purposes of the Institution’s application for a credit product provided for in clause 14.d.v, and/or the execution of this type of product, the Institution undertakes to make available the data requested for the purpose, in particular under the terms of article 23 of Law no. 83/2017 of 18 August, and further authorises the communication to the lending entity of the data collected from the Institution, its share capital holders, its beneficial owners, the members of its corporate bodies and other legal representatives, as well as any other related data collected or processed and, further, the evidence of the receipt of funds from the payment transactions processed, which it undertakes to communicate within five business days, all under the other terms set out in the Privacy and Data Protection Policy.
       14. Promote the carrying out of audits or verifications of the Institution’s payment transactions in which Easypay has had any type of involvement under the Contract, in particular where the carrying out of such audits and verifications is required by the entities owning or managing the payment systems used by the Institution, with the Institution undertaking to make available all the information and documents necessary for the purpose, whether in physical, electronic or other form, and to allow access to the premises and equipment of any type where that information is stored, at no cost or charge to Easypay.
       15. Proceed to close the Institution’s payment account, in the event of the termination of Easypay’s provision of services or the termination of the effects of the Contract.
43. The Institution may not contest the validity, authenticity, authorisation, processing or settlement of any payment transaction that has been validly initiated and processed through the Platform, provided that the transaction has been processed in accordance with the technical parameters and/or strong authentication established in this Contract. The Institution specifically may not claim:
    1. System errors or technical failures of the Platform as a basis for a complaint, dispute or refusal of payment;
    2. Temporary unavailability of the Platform or the Services;
    3. Delays in execution resulting from factors outside Easypay’s control (banking systems, card networks, authorities);
    4. Reversal of transactions after confirmation of processing on the Platform;
    5. Claims based on allegations of fraud, non-authorisation or dispute, except in cases where the Institution demonstrates fraud confirmed by a competent authority.
    Any complaint must be made in writing within a maximum period of 30 days after processing, with supporting documentation. Complaints submitted after this period will be automatically rejected.

    Responsibilities of the Institution

44. The Institution declares that it holds all the authorisations and licences legally required for the exercise of its activity and acknowledges and accepts that Easypay only agreed to contract the provision of the services covered by this Contract on the basis of the information previously provided by the Institution to Easypay, set out in the Application Form, in particular that relating to the activity pursued and the corporate structure of the Institution, undertaking to use the contracted payment instruments and services and the Platform in a responsible manner compatible with the parameters of the activity declared to Easypay, and hereby declaring itself and assuming responsibility for the communication of any substantial deviation from that activity, which must be communicated immediately to Easypay, failing which it will be in breach.
45. The Institution declares and warrants that it does not carry out, nor will it carry out, illegal, unlawful, fraudulent activities or those explicitly listed in the List of Prohibited or Approval-Subject Activities. Involvement in any of the said activities constitutes grounds for the immediate termination of the Contract for culpable breach, without prejudice to the temporary suspension of the transfer of funds where strictly necessary for the full investigation, in particular by the competent authorities, under the terms of the applicable legislation on the prevention of money laundering and terrorist financing.
46. The Institution declares that it will proceed, on its own initiative and under its full responsibility, to the appropriate technical integration/articulation of its IT system with Easypay’s Platform, as well as the integration/articulation of the plugins (connection software applications) that allow the Institution to access the payment services on the e-commerce platforms on which it operates. The Institution assumes sole and full responsibility for the quality, security, and technical compliance of that integration. Where the integration/articulation is not carried out correctly by the Institution, and as a consequence of deficiencies, failures, vulnerabilities, or technical negligence of the integration, damage, disruption, unauthorised interference, data theft, or any negative impact on Easypay’s Platform results, the Institution undertakes to reimburse Easypay in full for the direct, indirect, and any type of damage it may suffer, without limit of amount, including remediation costs, investigation costs, compliance costs, and compensation for unavailability.
47. The Institution declares that it acknowledges and expressly accepts that, in the event that the business relationship covered by the Contract is initiated before all the informative, identifying, and supporting elements required by Law no. 83/2017 of 20 August (Law on the Prevention of Money Laundering and Terrorist Financing) are made available, it must submit such complete elements within a maximum period of 60 days after the start of the relationship, failing which:
    1. immediate closure and blocking of all services;
    2. closure of the payment account and Fee Payment Account;
    3. remote blocking of APT Equipment;
    4. indefinite freezing of fund transfers;
    5. permanent retention of any remaining balance;
    6. mandatory reporting to the sectoral authorities or those designated in the AML/CFT regulations.
48. The Institution declares that it acknowledges and accepts that, in the event that it has been granted, on an exceptional basis, a waiver from submitting the supporting documents referred to in clause 30, such waiver lapses when the Institution exceeds the accumulated annual amount permitted by law in payments received, or where the provisions of clause 30 apply.
49. The Institution also acknowledges and accepts that the public authorities, the regulatory entities, owners and/or managers of the payment systems and instruments used may request, at any time, information, elements and documents evidencing the activities pursued by the Institution and the payment transactions carried out, which the Institution undertakes to make available within the period indicated to it by Easypay, which will normally be 5 days.
50. The Institution undertakes to inform Easypay within 5 days after any changes or updates occur to the prior information provided in the Application Form.
51. The Institution undertakes to comply at all times, in a rigorous and unquestionable manner, with all the rules, regulations, good practices, technical restrictions, and parameters set out in the Rules of Use of the Platform, using it exclusively for the purposes for which it is intended and contracted with Easypay. The following is expressly prohibited, on pain of a penalty in accordance with the General Price List and/or immediate suspension/blocking of the service:
    1. making calls to the Platform other than for carrying out legitimate payment transactions;
    2. carrying out penetration or load testing on the Platform;
    3. using unauthorised bots or scripts;
    4. circumventing security measures; or
    5. any abusive or unauthorised use.
52. The Institution declares and acknowledges that it does not qualify as a consumer for the purposes of consumer protection legislation relating to financial services, in particular the provisions of Decree-Law no. 95/2006 of 29 May and of Chapter II of Title III and of paragraphs 1 to 4 of article 100 of the RJSPME, and that it contracts with Easypay within the scope of its commercial or professional activity. The Institution acknowledges and accepts that, by virtue of this clause, the application of the legal rules of the said legal instrument is excluded, as well as of all the rules of the mentioned chapter and of those indicated in paragraphs 1 to 4 of the cited article 100 of the RJSPME that may be excluded, which are therefore not applicable to the provision of services contracted from Easypay, with the exception of the provisions of paragraph 2 of article 113, paragraphs 1 to 4 of article 115, paragraphs 2 and 5 to 7 of article 121, paragraph 2 of article 130, paragraph 6 of article 131 and paragraphs 2 and 3 of article 132 of the RJSPME.
53. The Institution undertakes to ensure, at all times, compliance with the procedures provided for in the applicable legislation in force and in this Contract, that fall within its remit, so that the payment orders can be regularly initiated, promoted or executed by Easypay, informing, in particular, the Payers or the payees of the payment transactions that these will be initiated, promoted or executed by Easypay, and informing the latter, at all times, of the updated personal data of the Payers and payees of the payment transactions necessary for carrying out the payment transactions, including, where applicable, the respective unique identifiers provided for in the RJSPME.
54. The Institution undertakes to respect the obligations arising for it from the use of the payment instruments covered by this Contract, in particular those enshrined in article 110 of the RJSPME, especially as regards the use of each payment instrument in accordance with its conditions of issue and use and the preservation of the security credentials assigned by Easypay, and to communicate, without undue delay, as soon as it becomes aware, the loss, theft, misappropriation or any unauthorised use of the payment instrument or of the said credentials. In payment transactions processed using the credit product referred to in clause 14.d.v, the Institution undertakes not to split the full amount of the payment transaction, except where authorised in writing by the lending entity.
55. The Institution acknowledges and accepts that all the payment transactions whose promotion or execution it mandates to Easypay are subject to the own, specific, and sometimes conflicting rules of each of the payment systems or instruments chosen and used (Multibanco, SEPA, Visa, Mastercard, Amex, MB WAY, etc.), as well as, where applicable, the rules of the e-commerce platforms or gateways on which the Institution operates. The Institution acknowledges that such rules, frequently complex and changeable, are transmitted by Easypay in their versions in force and constitute a binding part of the Technical Documentation and Rules of Use. The Institution undertakes to fully respect such rules, accepting that Easypay may suspend, terminate, or block the provision of the services, immediately and without notice, should the Institution breach any rule of those systems or the provisions set out in the Rules of Use.
56. The Institution accepts that, for the purposes of this Contract, the moment of receipt of the payment order as payer is deemed to be the date on which the funds are made available to Easypay, and as payee the first business day following that on which Easypay receives the collection order or instruction, and it may not revoke payment orders as from the business day preceding the said events.
57. The Institution acknowledges and undertakes to respect the obligation to store the Payers’ mandates for the purposes of the payment transactions, as well as their respective amendments and cancellations, and declares that it accepts that such storage be carried out by Easypay, on its behalf, where agreed between the parties.
58. Save for the cases expressly provided for in these Terms and Conditions, the Institution declares and acknowledges that Easypay is not responsible for, nor will it be involved, directly or indirectly, in any matters arising from the commercial relationship between the Payers and the Institution or between the latter and the payees of the payment orders given by the Institution and, in particular, as regards the provision of any service or supply of products, in their timeliness, quality and price. The Institution accepts that if Easypay becomes involved in the matters referred to above, it will be obliged to pay Easypay a remuneration for its involvement in those matters, in the amount indicated in the General Price List. In cases where the Institution has agreed such a regime with its own clients, the Institution accepts and authorises Easypay not to make available to it access to the funds received by way of payment for goods sold or services provided, which Easypay will keep under its control, until the moment the event agreed with such clients for the purposes of making the funds available to the Institution occurs, of the occurrence of which Easypay must be informed in advance in writing.
59. In payment transactions processed using the credit product referred to in clause 14.d.v, the Institution also accepts and authorises Easypay not to make available to it, nor allow it access to, the funds received by way of payment for goods sold or services provided by the Institution, which Easypay will keep under its control for the sole purpose of executing the inherent payment transaction, until the moment documentary evidence is made available to Easypay of the delivery of the said good or the provision of the said service in good condition by the Institution, in perfect working order and in accordance with the conditions set out in the contract entered into between the Institution and the respective client, including responsibility for the provision of the inherent commercial guarantees.
60. In payment transactions processed using the credit product referred to in clause 14.d.v, the Institution undertakes to inform Easypay immediately and in writing if there is not an exact performance of the sale or service provision contract entered into by the Institution and/or if the respective client exercises the right to the defence of non-performance of the sale or service provision contract, or if the Institution agrees with its client a reduction of the acquisition price of the good or service, or if the termination of the credit contract and/or of the sale or service provision contract occurs.
61. The Institution will take steps to ensure that, wherever possible, IT processing means and magnetic media are used for the processing and transmission of the data inherent to the execution of this Contract.
62. The Institution undertakes to respect the image and commercial good name of Easypay and its respective brands.
63. The Institution declares that it is aware of and acknowledges that Easypay does not issue the payment instruments, physical or electronic, in particular payment cards, used by the Payers or by the Institution to order payment transactions, and that Easypay only agrees with the Institution a set of procedures for issuing payment orders and for executing or promoting the execution of the receipt or payment of funds.
64. The Institution declares and acknowledges that, in the individual payment transactions relating to its customers, for whose execution it mandates Easypay, it acts in the capacity of payee of the said individual transactions, consequently acknowledging that the amounts invoiced by Easypay for the provision of those services are in the capacity of payment service provider of the Payee of those transactions.
65. The Institution also declares and acknowledges that, in the individual payment transactions in which it acts as payer of payment transactions and for whose execution it mandates Easypay, and consequently that the amounts invoiced by Easypay for the provision of those services are in the capacity of payment service provider of the Payer of those transactions.
66. The Institution acknowledges that Easypay uses its best efforts to ensure the functioning, at all times, of the Platform, and accepts that Easypay is not responsible for outages or interruptions of functioning arising from third-party failures in the provision of the services supporting the functioning of the Platform, in particular telecommunications, nor consequently for the outages or interruptions of the payment services it provides that arise from those third-party failures.

    Fines, Penalties and Sanctions

67. The Institution acknowledges that the entities owning and/or managing the payment instruments used, in particular the payment cards (Visa, Mastercard, American Express, Discover), may unilaterally determine the application of fines, pecuniary sanctions, penalties, or require the payment of contractual charges, in particular audit costs, compliance costs, or fines for non-compliance, provided for in their own business rules. In cases where, due to irregularity, negligence, fraud, or breach directly attributable to the Institution, payment transactions promoted, initiated or executed on behalf of the Institution are cancelled, giving rise to the application of any of the charges, fines, or sanctions referred to on the basis of the rules of the said payment instruments, the Institution accepts and authorises Easypay to automatically debit it for any such charges and sanctions, in accordance with the provisions of clause 26 (point h).
68. Notwithstanding that the payment instruments used by the Institution for the purpose of executing the payment transactions covered by this Contract are not issued by Easypay, if the Institution communicates in writing to Easypay, under the terms provided for in clause 78, the loss, theft, misappropriation, or any unauthorised use of those instruments, Easypay will inform the facts communicated, as promptly as possible, to the issuers or managers of those payment instruments in order to prevent their possible unauthorised or abusive use.

    Correction, Refund and Revocation of Payment Orders

69. The Institution may request and obtain the rectification of a payment transaction that it did not authorise but that was executed on behalf of the Institution, or of an authorised transaction that was executed incorrectly within the framework of this Contract, if it complains in writing of the fact through one of the means provided for in clause 78 within a maximum period of 2 business days counted from the date on which the payment transaction in question was executed.
70. The Institution declares and accepts that the authorisation and mandate conferred on Easypay will only be considered withdrawn and will cease to have effect in relation to all or some authorised transaction, if it informs Easypay in writing, signed by a person who binds the Institution, at least 10 business days in advance of the date scheduled for the execution of the transaction or set of transactions in question. The written communication referred to in this paragraph may be sent to Easypay by the Institution through one of the means indicated in clause 78. In the event that the withdrawal of the authorisation and mandate relates to a set of payment transactions, any transaction subsequent to the date on which the said withdrawal takes effect will be considered as not authorised by the Institution.
71. The Institution declares and undertakes that in all situations in which its agreement is necessary, under the terms of the law, for a payment transaction to be validly revoked by the Payer, in particular in the cases of payment transactions initiated by it or initiated by Easypay on its behalf, or in the case of direct debit, it will not give such consent without the prior, express and written agreement of Easypay, communicated under the terms of clause 78 of this Contract. If Easypay gives its agreement to the revocation of the payment transaction, it may charge fees for accepting that revocation.
72. The Institution declares and acknowledges that, under the terms of the legislation in force, the payment transactions initiated by it, or initiated at its request by Easypay, of which it is the payee, may be the subject of a refund request by the Payer, under the terms and within the general period set out in the legislation in force or set out in the regulations and rules of the respective payment instruments.
73. The Institution, as payee of payment transactions, undertakes to Easypay to take steps to comply with the procedure provided for in point b) of paragraph 5 of article 117 of the RJSPME so as to exclude, in the admissible cases, the payers’ right to a refund of the transactions.
74. If the refund requests exceed in one month the amount corresponding to 1% of the overall amount of the transactions carried out in the previous month by the Institution, or another limit that has been agreed in writing by the Parties, Easypay may immediately suspend the provision of its services, block the Platform, and retain all funds indefinitely. The Institution accepts and authorises that Easypay may unilaterally change the limit according to the risk profile of the transactions carried out by the Institution, in particular according to the number and pattern of refund requests received, without the need for prior notice.
75. The Institution accepts liability for any and all matters in the event that the payment transactions are the subject of a complaint, request for rectification, revocation or refund by the Payer and in which Easypay is requested and legally has to return the amounts received on behalf of the Institution in those payment transactions, with the Institution ensuring the availability to Easypay of the funds necessary for the purpose and accepting that Easypay will only be obliged to return any amount provided for in this clause if the Institution has funds for the purpose in its payment account.
76. The Institution authorises Easypay, in the event of a complaint, request for rectification, refund request or revocation by the Payer, to proceed to the immediate offsetting or refund of the amounts it is obliged to return to the Payer, with the funds existing in the Institution’s payment account, as well as to directly debit, in case of need arising from the insufficiency of funds in the said payment account, the bank account(s) that the Institution indicated to Easypay for the purpose of transferring the said amounts, up to the amount necessary to ensure the said offsets or refunds. Upon signing the Application Form, the Institution undertakes to deliver to Easypay, for the foregoing purposes, a direct debit authorisation duly signed by a person who binds it, failing which, should it not do so, Easypay may classify the Institution’s profile as high risk for the purposes of point l) of clause 26 of these conditions.
77. In payment transactions processed using the credit product referred to in clause 14.d.v, the Institution authorises Easypay to debit its payment account on the basis of written instruction(s) from the lending entity, whenever this proves necessary for the settlement in favour of the lending entity of amounts due or arising from the exercise of the defence of non-performance by the Institution’s client, from the reduction of the amount to be paid as a result of an agreement between the Institution and its client to reduce the price of the good or service acquired by the client, or from the termination of the credit contract by the Institution’s clients as a consequence of the termination of the sale contract or the service provision contract or, further, for the purpose of reimbursing any losses of the lending entity caused by the non-performance or defective performance of those contracts.
78. In the event of a dispute between Easypay and the Institution in relation to one or more payment transactions that Easypay has been tasked with promoting or executing within the framework of this Contract, each of the Parties will bear the burden of proof in relation to the facts it invokes.

    Suspension, Blocking of Services

79. The Institution declares that it acknowledges and accepts that Easypay may suspend or terminate the provision of all or some of the services contracted by the Institution, in particular by blocking a payment instrument, where such is required by legal provision, by judicial or administrative order, by determination of any entity owning and/or managing the payment instruments used or, further, in the event that Easypay suspects or becomes aware, after contracting, that the services contracted by the Institution or the use of the payment instrument used are associated with any illegal, unlawful, suspicious, fraudulent or socially reprehensible activity, or if the Institution pursues one of the activities included in the List of Prohibited and Approval-Subject Activities set out in the Rules of Use, or, further, if such is justified by the security of the payment instrument, by the negative change in the Institution’s risk profile or by the Institution’s breach of its contractual obligations.
80. Easypay, in the event of material changes to the information provided in the Application Form, changes in the corporate structure, changes in the beneficial owners, or any event that compromises the representations made, may immediately suspend or terminate the provision of all or part of the contracted services, without prior notice, without advance warning, and without prejudicing the Institution’s liability for the full payment of all amounts due to Easypay under the terms of this Contract, including commissions on the minimum volume.
81. In the cases provided for in the preceding clauses, Easypay will communicate to the Institution in writing and by the means provided for in these General Conditions, at the latest immediately after the decision, the suspension, termination of the provision of the service or services, or the blocking of the payment instrument, as well as its grounds, save where such information cannot be provided for duly justified security reasons or by legal requirement. Easypay’s decision takes effect immediately and will remain in force, in the cases of suspension or blocking, until the reasons that grounded it persist or until its cancellation by Easypay.
82. Once the reasons that grounded the suspension of the service or the blocking of the use of the instrument cease, Easypay will inform the Institution in writing and by one of the same means, in particular by unblocking the use of the instrument or replacing the tool that allows such use with another of the same type, and the Institution may request such unblocking from Easypay by communication, under the terms provided for in clause 78 of this Contract.

    Amendment and Update of the Contract

83. Easypay may unilaterally amend the Price List of its services, commissions, charges, and fees, communicating that amendment to the Institution by the means provided for in clause 78 or by information made available on the Platform, with a minimum of 30 days’ notice before the date of entry into force, save for cases of urgent amendment for reasons of compliance, security, or regulatory imposition. The Institution has the right to terminate this Contract should it not agree with the new price list, by communication sent to Easypay under the terms of clause 78. Should the Institution continue to use Easypay’s services after the entry into force of the new price list, it will be deemed to have expressly accepted the amendments communicated.
84. The Institution acknowledges and accepts that Easypay may unilaterally modify the General Conditions in force at any given time, communicating that amendment in writing to the Institution by the means indicated in these general contractual clauses or through information made available on its platform. The new conditions will enter into force 30 days after their communication to the Institution or within the period indicated by Easypay to the Institution if the amendments introduced are necessary or arise, after the start of the provision of services, from a substantial change in the contracting assumptions, in particular those relating to the activity, the payment transactions and the risk of the Institution, or are necessary or arise from a requirement of the entities owning or managing the payment systems or from a legislative change or of an administrative or judicial order or, further, in the event that they are necessary due to a repeated breach by the Institution of legal or contractual provisions applicable to the payment transactions.
85. Should the Institution not agree with the contractual amendments introduced, it may terminate this Contract, with effect from the date of entry into force of the contractual amendments, but without prejudice to the fulfilment of the obligations arising for it from the payment transactions that are pending or that have been entered into the payment systems prior to the termination and to remaining obliged to pay Easypay the amounts due to it for the services provided during the term of the Contract.
86. Easypay and the Institution may agree to modify the clauses of the Contract by a document in writing and signed by both Parties, with the amendments becoming an integral part of the Contract.
87. The Institution and Easypay undertake to maintain confidentiality in relation to the special or particular conditions of the Contract, not disclosing them in any way, save to the extent necessary and strictly instrumental for the satisfaction of the obligations of each of the contracting parties under this Contract.
88. In the case of Institutions that are already clients of Easypay, these General Conditions replace all the clauses contracted to date, being considered as the Application Form, with “Annex 1” remaining valid in all applicable respects. The other contracted Annexes continue to appear as Annexes to this Contract.

    Duration, Termination by Notice and Termination for Cause of the Contract

89. The Contract will enter into force as set out in clause 9 and may be terminated by notice by either of the Parties, by written communication sent to the other Party, under the terms provided for in clause 78, with a minimum of 30 days’ notice.
90. The Institution acknowledges that it will be liable for all the costs, commissions and charges arising from payment transactions initiated but not completed at the effective date of the termination by notice of the Contract.
91. Where just cause exists, either of the Parties may terminate this Contract for cause, by registered letter with acknowledgement of receipt sent to the other Party, indicating the grounds for the termination and the period within which the termination takes effect. The Institution accepts that, in particular, the grounds provided for in the Contract for the cessation of the provision of services by Easypay likewise constitute just cause for the termination for cause of the Contract by Easypay.
92. Where this Contract is terminated for cause with just cause, the Party that gave rise to it will indemnify the other under the general terms of the law.
93. Where just cause for the termination of this Contract has been invoked and later proves to be unfounded, the aggrieved Party will have the right to be indemnified under the general terms of the law.
94. Upon the cessation of the validity of this Contract, Easypay will not initiate, promote, or execute any new payment transaction on behalf of the Institution, and only the payment transactions that have already been initiated by Easypay on behalf of the Institution at the date of cessation of the Contract will be processed and completed.

    Communications

95. Except in cases where a specific form of communication is provided for, any written communications between the Parties may be sent by one Party to the other by registered post or by email to the addresses indicated in this Contract or by communication on the Platform, with the email address indicated by the Parties being valid for the purposes of the provisions of paragraph 1 of article 5 of Decree-Law no. 12/2021 of 9 February.
96. The Institution undertakes to keep updated at all times its postal and email addresses indicated for the purposes of this Contract which, in particular for the purposes of any communication, including judicial service or notification, are deemed to be the agreed domicile.
97. Any contractual proposal or communication submitted to Easypay, in electronic form, will be confirmed by a response sent to the Institution to the email address indicated by it.

    Dispute Resolution

98. The Institution acknowledges and accepts that, for the purposes of complaint and resolution of disputes of a value equal to or less than the jurisdictional limit of the courts of first instance (currently €5,000.00), which have as their subject matter the rights and duties of the Parties under this Contract, applicable under the terms of Title III of the RJSPME, Easypay has adhered to the Arbitration Centre of the Portuguese Chamber of Commerce and Industry (Commercial Arbitration Centre) and to the Arbitration Centre of the Portuguese Catholic University (CAUCP), entities authorised to carry out arbitrations, and therefore all disputes arising from this Contract or related to it will be definitively resolved in accordance with the respective Regulations, by one or more arbitrators appointed under the terms of that Regulation.

    Privacy Policy and Duty of Secrecy

99. The Institution acknowledges that Easypay, as a payment institution, is obliged to comply with various legal duties instituted by the banking legislation applicable to its activity, in particular the duty of secrecy in relation to the relationships with its clients, and further, with the compliance of duties instituted by other legislation applicable to banking activity, especially those arising from the legislation on the prevention of money laundering and terrorist financing, with the Institution undertaking to comply with the requests that Easypay makes to it for the satisfaction of the said duties, to comply with the duties arising for it from the said legislation and to update at all times and immediately, in the event of a change, the situations declared and the information provided.
100. The Institution acknowledges that Easypay carries out the electronic processing of personal data, under the terms of the legislation in force, in particular the General Data Protection Regulation (EU Regulation 2016/679 ), of Law no. 59/2019 of 8 August and of the Privacy and Data Protection Policy. (hereinafter the Policy), which is annexed to and forms an integral part of this contract, giving its agreement, under the terms of the interpretations set out in the Guidelines adopted on 15 December 2020 (version 2.0) by the European Data Protection Board (EDPB), to the clauses set out in the Policy on data protection matters.
101. Last Updated: 16-07-2026