Introduction / Initial Provisions

1. Easypay – Instituição de Pagamento Lda, hereinafter referred to as “Easypay” or “Provider”, having a share capital of €125.000, registered at the Lisbon Commercial Registry under the number of Collective Person 505 237 431, with registered office at Rua Soares de Passos nº 14-B, Lisbon, Portugal is a company providing electronic payment services, duly authorized by Banco de Portugal under special registration number 8706.
2. The service agreement between Easypay and its clients, hereinafter referred to as “Contract”, jointly consists of these General Terms and Conditions, the Application, that can include special or particular conditions, the Technical Documentation, the Rules of Use, and the General Pricelist.
3. The Contract regulates the conditions of the service agreement by Easypay and is complemented by the provisions in the relevant legislation, namely the legal regime for payments services and electronic currency (hereinafter RJSPME), approved by Decree-Law 91/2018, of 12 November . For the purposes of the Contract, Easypay’s client is identified as “Institution” and its customers are identified as “Customers”.
4. The term “Platform” refers to Easypay’s payments system, the IT system and the monitoring and management tools of such payments for the purposes of the provision of the services outlined in point 14.

   Finalising the Contract

5. The Contract is finalized in physical paper format, through the signing of the Application by the person empowered to legally bind the Institution.
6. The Institution thus subscribes to these Terms and Conditions and the General Pricelist, which shall remain in force until they are partially or fully replaced, and may be amended or derogated by all applicable provisions in the Application, the Technical Documentation, and the Rules of Use, namely in terms of the specificities of each payment instrument.
7. The Application shall be made available according to the terms specified by easypay and made available to the Institution for download, reading, signature and return. In the event of the Institution having an electronic signature, Easypay will only accept it should it be considered a qualified electronic signature, and the Institution’s entering into the Contract shall be considered valid and shall have the legal weight attributed to it under the terms of the legislation in force, as such those contained on Decree-Law nr. 12/2021, of 9th of February and on Decree-Law nr. 7/2004 of 7 of January.
8. Any document finalised and accepted by the Parties under the terms specified above shall be considered a valid agreement between the Parties and shall have the legal value attributed to it by the legislation in force, namely those provisions in the legal diplomas referred to in the previous paragraph or others that replace them.
9. The Contract shall only be considered valid following the express acceptance of the Application by Easypay, which, for the due purposes, will be considered given the delivery of security credentials for accessing the Platform.
10. Within 30 days following acceptance of the Institution’s membership, Easypay may render the contract voidt with immediate effect, without the need to invoke a just cause.
11. Maintenance of the Platform to accompany the management the event that the Institution’s membership is not accepted by Easypay or if the latter terminates the contract under clause 10, the funds relating to payment orders executed and received in the interim shall be refunded to the Originators, with the Institution agreeing to provide all the information necessary to undertake such refunds.
12. Easypay reserves the right not to accept any proposal to join its service, if the activity pursued by the Institution is, or Easypay has indications that it may be of an illegal, illegal, suspicious, fraudulent, socially objectionable or prohibited nature the rules for using the payment (s)instrument (s) that the Institution intends to use, as indicated in the link Prohibited Activities or Bound for Approval.

    Pricelist

13. Unless otherwise agreed between the parties in the Application, the General Price List appended to these General Terms and Conditions is applicable to all operations and acts, and is considered an integral part of the Contract.

    Easypay’s Services

14. Under the terms of the Contract, Easypay provides the following General Services:
    1. Access to easypay’s payment platform and opening and management of a payments account in the Institution’s name on the Easypay platform, and respective exclusive identification;Advice on selecting the most suitable and efficient payment system(s) and/or payment(s) method (s) according to the Institution’s profile;
    2. Advice on choosing the type of payment scheme: singular, frequent or subscription.
    3. Advice on the choice of punctual, frequent or subscription payment method.
    4. Management and provision of access profiles to the selected payment systems and/or processing of transaction payments or of public or private services, namely:
       1. to the Multibanco system by obtaining payment references from the system’s managing organisation;
       2. of SEPA direct debits (DD SEPA), by access to the payments processing platform;
       3. to the payment platforms by way of the Visa, Mastercard and American Express card brands;
       4. to the Brazilian Boleto Bancário system by obtaining payment references from the system’s managing organisation;
       5. by accessing other payment systems for transactions or services with which Easypay has or establishes a partnership, when selected by the Institution, namely to the MBway system or to credit products made available by lending entities, as described in the respective commercial conditions, access to the latter subject to express written authorization from the respective lending entity of the credit product in question which, after evaluating the information made available by the Institution, may accept or not contract the products with the Institution’s customers, Easypay not being responsible if the respective lending entity does not accept the Institution for the purposes of said products;
    5. Management of funds received remitted to the Institution by any Originators, including the management of any administrative procedures necessary for the settlement of such receipts (creation, remittance, reception, validation and handling of files and payment instructions for the banking and payment systems);
    6. Administrative management and configuration of accesses to the respective payment systems;
    7. Execution or promotion of the execution in the name of the Institution, or in Easypay’s name but on behalf of the Institution as beneficiary of the operations, of the receipt of funds sent by the payers.
    8. Execution or promotion of execution in the Institutions name, or in singular name, but in name of the Institution, of payment operations ordered by the institution, using the payment instruments in the agreement with Easypay and the Institutions funds available in the payments account and accordingly with the Institutions instructions;
    9. Transfer funds received to the bank account indicated and held by the Institution;nt of payments and movement of of funds in the individual payments account, under the terms stipulated regularly, including the control and management of payment references and configuration of access to payment systems;
    10. Provision of Technical Documentation containing the procedures and technical requirements for the integration of the Institution’s IT system with the Easypay Platform;
    11. Provision of Technical Documentation with the set of procedures and technical requirements for the integration of the Institution’s computer system with the Easypay Platform;
    12. Provision of personal, secret, confidential and non-transferable access details through codes and/or passwords attributed to natural persons indicated by the Institution. The Institution is wholly responsible for their use and possible consequences thereof from the moment in which they are provided by Easypay;
    13. Institution’s Strong Authentication procedures and security measures to protect the confidentiality and integrity of the user’s customed security credentials, in accordance with the provided Technical Documentation.Authentication and Communication with other payment service providers, in accordance with the technical security requirements present in the applicable technical norms.
    14. Authentication and communication with other payment service providers or with other players involved in operations, in accordance with the technical security requirements contained in the technical standards in force, namely using 3D Secure security mechanisms in applicable operations, ensuring Easypay is PCI compliant.
    15. Access to the Institution’s payment account by information service providers on the accounts and to payment initiation service providers, except in the cases in which the access must be legally denied, namely by being fraudulent or non authorized by the Institution.
    16. Management and operational monitoring of the use of the Platform through the Business Manager and technical support provided to the Institution;
    17. Possibility of subscribing to complementary services at the Institution’s request. In the event of the Institution exercising such options and/or contracting complementary services, such options shall be described and form an integral part of the Application for all legal purposes.
    18. Creation and management of an autonomous fee payment account in relation with the services provided by easypay to debit and credit amounts related to its fees and applicable taxes.

    Payment Orders

15. The Institution may give payment orders or instructions from its payments account to execute payment operations in which it is recipient or sender, transmitting those orders or instructions to Easypay, in accordance with the terms in the Application.
16. Easypay shall provide the Institution an electronic document with itemized information on the integral sum of each payment operation executed or promoted in the Institution’s name, as well as the charges debited by Easypay for each payment operation under the terms specified in this contract. This information isprovided for each payment operation on the Platform. Easypay shall also inform the Institution in the same way of the total sum being transferred at any time to credit the bank account of the Institution as specified in the Application. The Institution shall accept, for all legal purposes, the aforementioned method used to provide information on payment operations.
17. In all cases in which occurs the expiration of payment orders given by payment senders in which the Institutions are a recipient, without those being executed, Easypay may promote the reissue of those payment orders, when this reissue integrates the service pack agreed by the Institution and Easypay.
18. Easypay will not execute any payment order transmitied by the Institution in the case when those orders exceed the expenses agreed between the Institution’s and Easypay for the payment instrument used to execute that order or when the Institution’s payments account isn’t provided with the sufficient funds for this effect.
19. Easypay shall not inform the Institution of all cases in which its customers reject or do not execute payment operations, returning the onus to promote such payment operations to the Institution in the event of Easypay concluding that it is impossible to effectively conclude such operations on behalf of the Institution.
20. Easypay is committed to initiating the payment operations in euros within the timeframes agreed with the Institution, to enable their liquidation within the indicated deadlines and, in the applicable cases, crediting the Institution’s payment account on the working day following that on which it receives the funds from the entities managing the payment instruments.
21. For the purposes of the preceding clause, Easypay shall inform the Institution of the value date on which it receives the funds, which is the date on which such funds are available for any form of transaction in Easypay’s account.
22. In the event of payments involving foreign exchange operations, the Institution hereby authorizes Easypay, if relevant, to practice with the Institution agree with the originator of the operation, or with the corresponding payments service provider, a specific payment system for Easypay’s services for this type of operation with the Originator.
23. Easypay shall prevent the Institution from requiring the payment of a fee from the Originator to use a determined payment instrument, if such a fee is imposed specifically by the Institution or when there is a legal framework limiting such a right with a view to encouraging competition or promoting the use of effective payment instruments, namely in the cases where the paymentinstruments exchange fees are regulated by legal norm or payment services included in the EU Regulation number 260/2012.
24. Easypay may not initiate, may refuse the execution or promotion of the execution of an operation or range of payment operations in the event of all the conditions provided for in this Contract not being met for such execution. Easypay shall communicate such a situation to the Institution, as well as the reasons for such a refusal and the procedures the Institution must follow in order to rectify possible factual errors that may have motivated such a refusal and, unless otherwise provided for by law, may seek payment for any costs inherent to the notification.
25. Easypay is also not authorized to initiate, execute or promote the execution of one authorized operation or a range of authorized operations, of which the Institution is beneficiary, blocking when applicable, the receipt of funds through a payment instrument used in the event of knowledge or well-founded suspicion that such use would jeopardize the security of the instrument or that it is being used in an unauthorized or fraudulent manner.

Obligations, authorizations, and consents of the Institution

26. For the purposes of the service agreement, the Institution is obliged to transmit the payment operations orders in which it is the recipient or originator through electronic instruction inserted in the platform, in accordance with the defined technical norms indicated by Easypay, accepting that that instruction will be equivalent for all legal matters as an irrevocable declaration of will to perform the ordered payments operations and expressly consents and authorizes, in addition, Easypay to:
    1. Request and obtain the tools and equipment necessary from the competent authorities to use the payment systems selected by the Institution to carry out payment operations;
    2. Associate a bank account, held in Easypay’s name and opened and managed exclusively for the purposes of debit and credit of amounts related to the Institution’s payment operations, for the methods of payment used in order to execute or promote the execution of the payment or receipt of the Institution’s funds in said account;
    3. In the applicable cases, provide answers to the requests of other payment service providers related to confirming availability of funds in the Institution’spayment account to which corresponds to a named payment operation or, if the case, request that confirmation to another payment service provider.
    4. Grant access to payment initiation service providers or payment account information service providers to the payment account, provided that it has been expressly consented for that effect and that the access request isn’t or can be fraudulent.
    5. Introduce payment orders to promote receipt of the Institution’s funds whenever necessary using the selected payment systems, initiating the payment operation on behalf of the Institution;
    6. Initiate, execute or promote the execution in its name or in that of Easypay but on the Institution’s behalf, the operation or payment operations in which it is the beneficiary, individually or jointly, of the type of payment and other conditions indicated in the Application;
    7. Charge the owed amounts related to the services provided to the Institution, including namely the charges and services inherited to a payment order refusal, when objectively justified, the charges and services related to the recovery of funds and related to the reissuement of payment orders.
    8. Deduct the sums due by way of remuneration and charges for services provided by Easypay from funds received on behalf of the Institution, including taxes due on such sums, as well as possible fines and other contractual penalties or charges applied by managing and regulatory entities of such payment systems as described in the General Price List;
    9. Perform debit and credit transactions on the Institution’s payment account and fee payment account, under the terms necessary to execute payment operations as stipulated in this Contract, namely: 1. Credit the Institutions payment account with the amounts, net of sums payable to easypay, with the funds collected by the Institution; 2. Debit the payment account with the amounts which payments have been ordered by the Institutions and amounts due to easypay and 3. transfer, at the request of the Institution, funds received net of sums payable to Easypay under the terms of the General Price list to a bank account held in the name of the Institution;
    10. Promote the necessary contact and negotiations with the Originators of payment transactions to resolve all issues necessary for the receipt of funds, possible settlements and cancellations of payments and clarification of all associated questions;
    11. Debit, by any legal means, the payment account or bank account indicated by the Institution, for reasons of drawback or refund of the Originators of payment operations, in such cases as this drawback or refund is legally required;
    12. The Institution accepts and authorizes Easypay to maintain funds for captive use for the duration of the Contract, known as a Funds Reserve, in the form, to the value of, and for the length of time as specified in the General Price list. The Funds Reserve aims to ensure the compliance of the obligations in this Contract as well as the legal provisions applicable to payment operations and it will not be transferred to the Institutions bank account whilst the reserve reasons subsist. The Institution accepts and authorizes easypay to fluctuate, at any time, the funds reserved, according to the risk profile and the total amount of the performed operations by the Institution at any time and that easypay can determine, for any higher risk, such as, for example, card payment operations and/or the payment instrument, or in cases where the monthly limit of payment operations (amounts and/or operations) agreed by the Institution is exceeded, the full retention of the funds from those operations, until it is no longer possible that the originators of such operations request the annulment of such operations and the reimbursement of such amounts or the limits are no longer reached or surpassed, according to the legal or contract rules.
    13. Promote the undertaking of audits or checks on the payment operations of the Institution in which Easypay had any intervention under the terms of the Contract, specifically when such audits and checks are required by the entities holding or managing the payment systems used by the Institution, committing itself to making available all information and documents necessary for the purpose, be it in physical, electronic or other format, and allowing access to the spaces and equipment of any type where such information is held, with no cost or onus on Easypay;
    14. Close the Institution’s payment account in the event of Easypay ceasing to provide services or the end of the Contract.
    15. Close the Institution’s payment account, in the event of the cessation of Easypay’s provision of services or the termination of the Contract’s effects.

    Institution’s Responsibilities

27. The Institution declares that it is holder of all legally required licenses and authorisations to carry out its activity and acknowledges and accepts that Easypayhas only accepted the service agreement that is the object of this Contract based on the information previously provided to Easypay by the Institution, which is contained in the Application, namely that relating to the business activity carried out and the corporate structure of the Institution, with the latter committing itself to use the payment instruments contracted and the Platform in responsible fashion and in compliance with the activity parameters declared to Easypay.
28. The Institution declares that it does not carry out activity that may be considered illegal, illicit, suspect, fraudulent, socially reprehensible or included in the List of Prohibited Activities or Bound for Approval.
29. The Institution declares that it shall proceed under its own initiative and responsibility to the integration/articulation of its information technology system with Easypay’s Platform. In case of integration/articulation is not correctly carried out by the institution and in consequence of disability or deficiency of the integration/articulation result damages for easypay, namely deriving in a non authorized disturbance or intrusion in easypay’s platform, the Institution is obliged to reimburse easypay for the direct or indirect damages that it may suffer in consequence of the Institution’s action or omission.
30. The Institution declares it is aware and accepts that, in the event of the business relationship object of this Contract beginning prior to it making available the required information and identification as well as the supporting documents required by Law No 83/2017 18 August that regulates prevention of money laundering and terrorist financing, it has a maximum period of 60 days following the beginning of the relationship to present such elements, under penalty of resolution, denial of services and closure of the payment account and fee payment account and, without prejudice to the terms provided for by law, of the unavailability of funds hitherto received in the Institution’s name.
31. The Institution declares it is aware and accepts that, in the event of the requirement as stated in clause 30 being exceptionally waived, such a waiver becomes void when the Institution exceeds the cumulative annual in payments received or in the event of the provisions of clause 30 becoming applicable.
32. The Institution declares it is aware and accepts that the public authorities, regulatory bodies, holders and/or managers of the payment systems used may request at any time, information, elements and supporting documentation of the activities carried out by the Institution and the payment operations performed, which the Institution commits itself to providing within the time period indicated by Easypay, which is usually 5 days.
33. The Institution is committed to informing Easypay within 5 days of any alterations or updates to the preliminary information provided in the Application.
34. The Institution shall comply at all times with the rules and regulations and best practices contained in the Rules of Use of the platform only using it for the ends for it is destined and is contracted with easypay, and shall not call the platform if not for the purposes of making payment operations, under penalty as described in the General Price List or suspension of services.
35. The Institution declares and recognises that it does not qualify as a consumer for the purposes of legislation on consumer protection in terms of financial services, namely that contained in Decree-Law No 95/2006 of 29 May 2006 and under Chapter II of Title III and of 1st and 2nd of the article 100 of the RJSPME, which it contracts with Easypay within the scope of its commercial or professional activity. The Institution recognises and accepts that the aforementioned legal rules are not applicable to the mentioned legal diplomas, as well as all norms mentioned in the chapter and in the 1 to 4 cited in the article 100 of the RJSPME, that are not applicable to the services contracted with easypay, exceptions made to the stated in the number 2 article 113, and numbers 1 to 4 of the article 115, in the numbers 2 and 5 to 7 of the article 121, number 2 of the article 130, number 6 of the article 131 and numbers 2 and 3 of the article 132 of the RJSPME.
36. The Institution shall comply at all times with the procedures incumbent upon it provided for in the applicable legislation and in this Contract, in order that the payment orders may be initiated, promoted or executed regularly by Easypay, informing the Originators that the payment operations will be initiated, promoted or executed by Easypay and informing the latter, at all times, of the necessary updated personal information of the Originators to undertake the payment operation including, when applicable, the respective unique identifiers provided for in the RJSPME.
37. The Institution shall respect the obligations incumbent upon it resulting from the payment instruments that are the object of this Contract, namely those laid out in article 110 of the RJSPME, especially that which refers to the use of the instrument in accordance with its conditions of issue and use and to communicate, without undue delay whenever it becomes aware of loss, theft, misappropriation or any unauthorized use of the payment instrument or the referred credentials. In payment operations processed using the credit product referred to in clause 14.d.v. the Institution undertakes not to split the full amount of the payment operation, unless authorized in writing by the lending entity.
38. The Institution acknowledges that the payment operations whose promotion or execution are delegated to Easypay are subject to the rules of each payment system chosen and used. Such rules are communicated by Easypay to the Institution in the versions in force and are an integral part of the Technical Documentation and Rules of Use, and the Institution is bound to follow these rules, accepting that easypay can suspend or end, at any time, the services provided and contracted, in case the Institution doesn’t follow the referred rules and, in particular, the exposed in the Rules of Use.
39. The Institution accepts that, for the purposes of this Contract, the moment of reception of the order for payment or order for collection is the date on which the funds are made available to Easypay and as recipient the first working day after the one where easypay received the payment order, and it cannot revoke payment orders after the first working day before the referred events.
40. The Institution acknowledges and respects the obligation to store the Originator’s mandates for purposes of the payment operations, as well as any respective alterations and cancellations, and declares that such storage be performed by Easypay, at its expense, if agreed between the parties.
41. With the exception of the cases expressly provided for in these Terms and Conditions, the Institution declares and recognises that Easypay is neither responsible for, nor shall be involved, directly or indirectly, in any issues that may result from the commercial relationship between the Originators and the Institution, namely in terms of the provision of any services or supply of goods in scope, quality and price. The Institution accepts that should Easypay become involved in the issues mentioned above, it shall be obliged to pay a fee to Easypay for its involvement in such issues, as defined in the General Price List. In the case where the Institution has agreed such regime with its own clients, the Institution authorizes easypay to inhibit access to the received funds as commercialized goods payments or provided services, that easypay will maintain under its control, until the moment where it can verify the event agreed with such clients for the purpose of making the funds available to the Institution and whose occurrence Easypay must be previously informed in writing.
42. In payment operations processed using the credit product referred to in clause 14.d.v. the Institution accepts and also authorizes Easypay not to make available or allow access to funds received as payment for goods marketed or services provided by the Institution, which Easypay will keep under its control with the exclusive purpose of executing the inherent operation of payment, until Easypay is provided with documentary evidence of the delivery of said good or the provision of said service in good condition by the Institution, in perfect operatingconditions and in accordance with the conditions contained in the contract entered into between the Institution and the respective customer, including the responsibility for providing the inherent commercial guarantees.
43. In payment operations processed using the credit product referred to in clause 14.d.v., the Institution undertakes to notify Easypay immediately and in writing if there is no exact fulfillment of the purchase and sale contract or provision of services concluded by the Institution and/or the respective client exercises the option of exception of non-fulfilment of the purchase and sale or service provision agreement, or the Institution agrees with its client to reduce the acquisition price of the good or service or occurs the termination of the credit agreement and/or the purchase and sale or service provision agreement.
44. The Institution shall ensure that, whenever possible, it uses computerized processing and magnetic support methods for the handling and transfer of data inherent to the execution of this Contract.
45. The Institution shall respect the image and good commercial reputation of Easypay and respective brands.
46. The Institution acknowledges it is aware and recognises that Easypay does not issue payment instructions, physically or electronically, namely payment cards, used by the Originator to order payment operations and which Easypay merely agrees a number of procedures with the Institution to issue payment orders and execute or promote the receipt of funds.
47. The Institution declares and recognises that it acts in individual payment operations, the execution of which is delegated to Easypay, only in the quality of beneficiary of the aforementioned individual operations, thus recognising that the sums invoiced by Easypay for the provision of its services are in the quality of payment service provider to the Beneficiary of such operations.
48. The Institution also declares and recognizes that in individual payment transactions, in which it acts as the payer of payment transactions and whose execution Mandates Easypay and that, consequently, the amounts billed by Easypay for the provision of these services are as a payment service provider for the originators’ operations.
49. The Institution recognises that Easypay makes the greatest efforts to ensure the continuous functioning of the Platform and accepts that Easypay is not responsible for service breaks or interruptions resulting from the failures of third parties in providing support services for the Platform, namely in terms of telecommunications, nor for the breakdowns or interruptions in the payment services it provides, which result from those failures of third parties.

Fines and Penalties

50. The Institution acknowledges that the holder entities and/or managers of the payment instruments used, namely of the payment cards, may determine the application of fines and pecuniary sanctions or demand the payment of contractual fees, namely the cost of audits as provided for in the rules of such payment systems. In cases in which, due to irregularities attributable to the Institution, payment operations promoted, initiated or executed on its behalf at levels greater than those established in the rules of the aforementioned payment instruments, the Institution accepts that Easypay debits any possible fees and sanctions mentioned above, in the case of such being applied, and under the terms of the lineh) of the clause 26.
51. Notwithstanding the payment instruments used by the Institution for the purposes of the execution of the payment operations object of this contract not being issued by Easypay, the Institution may communicate to Easypay, in writing, under the terms of clause 78, the loss, theft, misappropriation or any unauthorized use of such instruments, upon Easypay’s commitment to inform the issuers of managers of the payment instruments of such facts as soon as possible in order to prevent the possible unauthorized or abusive use of such instruments.

Correction, Refund and Cancellation of Payment Orders

52. The Institution may request and obtain the rectification of a payment operation that it may not have authorized, but which was executed on the Institution’s behalf, or of an authorized operation that may have been executed incorrectly within the scope of this Contract, should it complain in writing using one of the methods provided for in clause 78 within a maximum of 2 working days counting from the date on which the payment operation in question was carried out.
53. The Institution declares and accepts that the authorisation and mandate conferred to Easypay are only considered withdrawn and cease to have effect in relation to all or any authorized operations in the event that it informs Easypay in writing, signed by whomever binds the Institution, with at least 10 working days’ notice in relation to the date scheduled for the execution of the operation or operations in question. The written communication mentioned above in this clauseshall be remitted to Easypay by the Institution using any of the methods indicated in clause 78. In the event that the withdrawal of authorization and mandate refers to a set of payment transactions, any transaction subsequent to the date on which the withdrawal takes effect will be considered as unauthorized by the Institution.
54. The Institution declares and undertakes to, in all situations in which its agreement is necessary in law, for a payment operation to be validly revoked by the Originator, namely in terms of payment operations initiated by it or by Easypay on its behalf, or in the case of direct debits, refuse such consent without the prior express and written agreement of Easypay, under the terms of clause 78 of this contract. In the event of Easypay giving its approval to such revocation of the payment operation, it may charge fees for the acceptance of the revocation.
55. The Institution declares and acknowledges that, under the terms of the legislation in force, payment transactions initiated or initiated at its request by Easypay of which it is a beneficiary may be subject to a request for reimbursement by the Payer, under the terms and within the general term set forth in the legislation in force or contained in the regulations and standards of the respective payment instruments.
56. The Institution, as the beneficiary of payment transactions, undertakes before Easypay to endeavor to comply with the procedure provided for in paragraph 5 b) of Article 117 of the RJSPME in order to exclude, in admissible cases, the right reimbursement of the originators of the operations.
57. If reimbursement requests exceed in one month the amount corresponding to 1% of the global amount of operations carried out in the previous month by the Institution or another limit that has been agreed in writing by the Parties, Easypay may suspend the provision of its services. The Institution accepts and authorizes Easypay to change the limit referred to in the previous period depending on the risk profile of the operations carried out by the determined Institution, namely depending on the number of refund requests received each month.
58. The Institution accepts to assume all and any responsibility in the event that 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 these payment transactions, ensuring the Institution to Easypay that the necessary funds are made available for this 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 your payment account.
59. The Institution authorizes Easypay, in the event of complaint, consisting of a request to rectify, refund or revoke by the Originator, to provide compensation oran immediate refund of the sums it is required to return to the Originator from the funds held in the Institution’s payment account, as well as debit directly, should it be required, the banking account indicated by the Institution for Easypay for the purposes of transferring such sums, up to the amount required to assure the aforementioned compensation or refunds. With the subscription of the Adhesion Proposal, the Institution is obliged to deliver to Easypay for the previous purposes a debit authorization in an account duly signed by whoever binds it, under the risk that, if it does not, Easypay may classify the Institution’s profile as high risk for the purposes of clause 26 (l) of these conditions.
60. In payment operations processed using the credit product referred to in clause 14.d.v, the Institution authorizes Easypay to debit its payment account based on written instruction(s) from the lending entity, whenever this is required or proves necessary for the settlement in favor of the lending entity of amounts payable or resulting from the exercise of the exception of non-fulfilment by the Institution’s client, from the reduction of the amount payable as a result of an agreement between the Institution and its client to reduce the price of the good or of the service purchased by the customer, or from the termination of the credit agreement by the Institution’s customers as a result of the termination of the purchase and sale agreement or of the service provision agreement, or even for the purposes of reimbursement of any losses of the lending entity caused by the non-fulfilment or defective performance of those contracts.
61. In the event of a dispute between Easypay and the Institution regarding one or more payment operations that Easypay has been in-charge of promoting or executing under this Agreement, each Party will bear the burden of proof in relation to the facts it invokes.

Suspension, Blocking of Services

62. In the event of a dispute between Easypay and the Institution relating to one or more payment operations incumbent on Easypay to undertake or execute within the scope of this Contract, each Party has the burden of proof of the facts each invokes. The Institution declares it is aware and accepts that Easypay may suspend or cease the provision of all or any services contracted by the Institution, either by legal imposition or judicial or administrative order, or by the determination of any entity holding and/or managing the payment instruments or, in the event of Easypay becoming away subsequent to contracting, that the contracted services are associated with any illegal, illicit, suspect, fraudulent or socially reprehensible activity or particularly if the Institution carries out any of the activities included in the Prohibited Activities or Bound for Approval contained in the Rules of Use, or, still, if this is justified by the security of the payment instrument, by the negative alteration of the Institution’s risk profile or by the Institution’s non-compliance with its contractual obligations.
63. In the event of changes to the information provided in the Application Form, Easypay may suspend or cease to provide the contracted services in whole or in part, without prejudice to the responsibility of the Institution for the payment of sums owed to Easypay under the terms of this Contract.
64. In the cases provided for in the preceding clauses, Easypay will inform the Institution in writing and by the means provided for in these General Conditions, at the latest immediately after the decision, the suspension, cessation of the provision of the service or services, or the blocking of the payment instrument, as well as grounds, unless such information cannot be provided for duly substantiated security or legal reasons. Such a decision shall have immediate effects and shall continue, in the event of suspension, until the reasons causing such actions are resolved, or annulled by Easypay.
65. Once the reasons justifying the blocking of the use of the instrument have ceased, Easypay shall inform the Institution in writing in the same way, unblocking the use of the instrument or replacing the application that permits its use for another of the same type. The Institution may request that Easypay unblocks the instrument under the terms of clause 78 of this Contract.

Changes and Updates to the Contract

66. Easypay may change its Pricelist, communicating any such changes to the Institution under the terms of clause 78, no fewer than 30 days prior to such changes taking place. The Institution reserves the right to rescind the Contract should it disagree with such changes by way of communication to Easypay under the terms of Clause 78. In the event of the Institution continuing to use Easypay’s services subsequent to the entry into force of the new Pricelist, it is considered that it accepts the changes as communicated by Easypay.
67. The Institution acknowledges and accepts that Easypay may unilaterally modify the General Conditions in force at any time, communicating this change in writing to the Institution by the means indicated in these general contractual clauses or through information provided on its platform. The new conditions willcome into force 30 days after their communication to the Institution or within the period indicated by Easypay to the Institution if the changes introduced are necessary or result, after the beginning of the provision of services, of a substantial change in the hiring assumptions, namely of the relating to the Institution’s activity, payment transactions and risk, or are necessary or derive from a requirement of the payment system holders or managers or from a legislative or administrative or judicial change, or even if they are necessary because verify repeated violation by the Institution of legal or contractual provisions applicable to payment transactions.
68. Should it disagree with the contractual changes introduced, this Contract may be terminated with effect from the date of entry into force of the contractual changes, without prejudice to the fulfillment of the obligations resulting from pending payment operations or any that may have been introduced into the payment systems prior to the termination, which it is obliged to pay to Easypay for the services provided during the lifetime of the Contract.
69. Easypay and the Institution may agree to modify the clauses of the Contract in writing, signed by both Parties, with any changes becoming an integral part of the Contract.
70. The Institution and Easypay undertake to maintain confidentiality with regards to the conditions of this Contract, not divulging them in any way, except as may be deemed necessary and strictly instrumental to satisfy the obligations of each Party to the Contract.
71. In the case of Institutions that are already Easypay’s clients, these General Terms and Conditions substitute all the contracted clauses and are considered an Application, remaining valid for all applications as “Appendix 1”. Any other appendices contracted remain Appendices to the Contract.

Duration and Termination of the Contract

72. The Contract shall enter into force as stipulated in clause 9 and may be terminated by either Party in writing addressed to the other Party, as provided for in clause 78 with 30 days’ notice.
73. In the event of the Institution terminating the Contract, no monies, commissions or other fees shall be refunded by Easypay. The Institution recognizes that it will be liable for all costs, commissions and charges arising from paymenttransactions initiated, but not ended at the effective date of termination of the Contract.
74. In the event of due cause, either Party may terminate the Contract by way of a registered letter with acknowledgement of receipt sent to the other Party, indicating the bases for termination and the timeframe for termination. The Institution accepts that the bases provided for in the Contract for the cessation of the provision of services by Easypay are also due cause for the cessation of the contract by Easypay.
75. Should this Contract be terminated with due cause, the Party responsible shall compensate the other under the general terms of the law.
76. Having invoked due cause to terminate the Contract without basis, the aggrieved Party has the right to compensation under the general terms of the law.
77. Upon cessation of this contract, Easypay will not initiate, promote nor execute any new payment operations on behalf of the Institution, restricting itself to processing and concluding payment operations initiated by Easypay on behalf of the Institution on the date on which the Contract ended.

Communication

78. Except in such cases providing for a specific form of communication, any written communication between Parties shall be sent by one Party to the other by registered letter or electronic mail to the addresses stipulated in this Contract or by way of communication on the Platform, having the email address indicated by the Parties the value attributed by number 1 of article 5 of Decree-Law nr. 12/2021, of 9 of January
79. The Institution is obliged to maintain all the postal and electronic addresses indicated for purposes of this Contract up-to-date as they are considered, for purposes of any communication, including judicial citation or notification, the official address of the Institution.
80. Any proposal or contractual communication sent to Easypay in digital format shall be confirmed by response sent to the electronic mail address indicated by the Institution.

Settlement of Disputes

81. The Institution acknowledges and accepts that for purposes of complaints and settlement of disputes of a sum equal to or lower than the threshold of the Courts of the First Instance (currently EUR 5,000.00), the object of which is the rights and duties of the Parties to this Contract, applicable under the terms of heading III of the RJSPME, Easypay is a member of the Arbitration Council of the Portuguese Chamber of Commerce & Industry (Centre for Commercial Arbitration) and the Arbitration Council of the Portuguese Catholic University (CAUCP), entities authorized to arbitrate, for which all litigation emerging from this Contract or related thereto shall be definitively resolved in accordance with the respective Regulations, by one or more arbitrators nominated under the terms of such Regulations.

Privacy Policy and Professional Secrecy

82. The Institution becomes aware that Easypay as a payment institution is obliged to comply with several legal duties established by the banking legislation applicable to its activity, namely the duty of secrecy regarding relations with its customers, and also, the fulfillment of established duties by other legislation applicable to banking activity, in particular those derived from legislation to prevent money laundering and terrorist financing, the Institution committing itself to comply with the requests made by Easypay to satisfy these duties, to comply with the duties that result from it from said legislation and to be updated at all times and immediately, in the event of changes, the situations declared and the information provided.
83. The Institution is aware that Easypay processes computerized personal data, in accordance with the legislation in force, namely the General Data Protection Regulation (EU Regulation 2016/679), Law no 59/2019, of 8 August and of the Privacy and Data Protection Policy. (hereinafter Policy), which is annexed and forms an integral part of this contract, declaring its agreement, in the terms of the interpretations established on the Guidelines adopted on the 15 of December 2020 (2.0 version) by the EDPB – European Data Protection Board, to the clauses of the Data Protection Policy.

Last Update: 08-08-2023