1. IronBilling.com is an Internet Payment Service Provider (IPSP), hereafter referred to as IPSP.
IPSP services are provided to Partners ("Sponsored Merchants") , hereafter referred to as Partner, selling products and services on the Internet. Partner hereby appoints IPSP as their provider of Partner's online payments and other services as provided under this Agreement. Partner may use IPSP payment services to allow Customers to purchase Partner's products or services using any major credit card or other payment method accepted by IPSP . Partner agrees to promptly deliver to its own Customers all products and services sold under this Agreement. IPSP charges all credit card transactions to customers' credit cards.

 

2. Standard Commission.
IPSP 's transaction commission is based on the Plan rate the Partner signed up for.

 

3. Implementation of the service.
Partner will develop and maintain Web site(s) (if applicable e-commerce services), which will advertise and describe the products services that will be charged through IPSP. Partner’s Web site(s) need to be in compliance with Visa’s Operating Regulations for electronic commerce merchants regarding web site requirements, cancellation policies, refund policies, refund policy disclosure, privacy notices and jurisdiction requirements, applicable if IPSP provides services to the Partner that include the acceptance of Visa credit and debit cards.
If applicable, Partner will design these Web sites in a manner, which automatically refers customers to IPSP's online shopping cart(s) or IPSP's Transaction Entry Screens using the instructions provided to Partner via IPSP's Partner User Interface or via e-mail. After receipt of each valid customer order, IPSP will send Partner a Purchase Order via E-mail, and IPSP will also post the order on the User Interface screen. Partner will deliver the ordered product(s) and service(s) to the Customer, and if requested by IPSP will promptly acknowledge the shipment using e-mail or the User Interface, whichever is applicable. Partner will acknowledge an order as "Shipped" after the merchandise has already been shipped. Partner agrees to deliver all merchandise to Customers without any delay. Partner will not offer backordered or out-of-stock products for sale unless there will be another agreement signed by IPSP and the Partner. If Partner is unable to ship any part of any Customer order within 4 to 6 business days, Partner will cancel the order via e-mail or using the User Interface. There will be no partial shipments made by Partner unless agreed on it with another agreement.

 

4. Payment from IPSP to Partner.
IPSP agrees to pay Partner for all products and services charged by IPSP as described in this agreement. IPSP will charge Customer's credit card upon the completion of the order and pay amount minus commission and if applicable transaction fees to the Partner (as described in the document). The amount to be paid to Partner will be calculated on a weekly basis  for the prior weekly payment period that ends on Sundays and is due 21 days after the payment period ends. IPSP will mail or deliver in any other predetermined way payment to the Partner on the due date. The payment due Partner is equal to the sum of all Customer Charges for products that have been delivered within the specified time period LESS
(i) All disputes, inquiries, and/or refunds processed on account of Partner's Customer Charges during the payment period.
(ii) Any penalties, taxes, charges or other items that are reimbursable under Section 6, 8, and 10 of this Agreement or occurring during the period in any other way, and
(iii) The IPSP commission fee and any applicable per transaction charges.
(iv) The sum of all Customer Charges denied, refused, or charged back by the Customer or the credit card service provider during the period. The commission fee will be determined by calculating the amount due to the Partner without regard to the items described under (ii), and then applying the fee to the resulted amount.
(v) Rollover Reserve. A contingency reserve (rollover reserve) is built up by retaining a minimum of 10% of funds during a maximum period of 6 months. These funds are held to indemnify IPSP associated Retailers from chargebacks and claims lodged against your account due to merchants going out of business, bankruptcy, fraud charges and claims for non-delivered goods, warranties and or pre-paid yearly fees. The reserve is refunded 180 days after termination.
(vi) Holdback. A holdback may be retained on the sole discretion of IPSP and or it's financial institutions based on the track record and performance of the Partner's account to limit any losses that IPSP may suffer due to it's merchant liabilty for 180 days worth of sales reversals and chargebacks.

Partner's Cancellation of the service. The Partner may cancel this Agreement with notice given to IPSP .
IPSP shall terminate this Agreement and shall no longer charge for Partner's products or services to Customers after notice of cancellation is received. Any previous transactions will be paid as scheduled no matter when the cancellation has occurred. The Partner is obligated to fulfill or cancel any Customer Orders submitted before the cancellation.

 

5. General Terms and Conditions for the service.
a. Cash Advances.
IPSP will not make cash advances to anybody.
b. Losses by either party.
Partner shall not hold IPSP responsible for any claims, expenses, and losses that may have occurred due to any reason in connection with the charge of sale of Partner's Product(s) to Customers by IPSP. This will include the costs and expenses of Customer refunds and/or returns and Charge Backs as well as any cost that may have occurred during the order fulfillment or after the fulfillment.
c. Limits on transactions
IPSP keeps the right to limit any sale of products or services and to refuse to process transactions to any Customers for any reason. IPSP also keeps right to set the limit of the amount that can be charged using IPSP services. IPSP keeps the right to put any other limitations on transactions. IPSP is not responsible for any of Partner's losses, including claims for profit losses.
d. Return and Refund Policy.
Partner will accept returns, and will agree to refund the Customers who have initiated an inquiry or a complaint either with IPSP or with the Customer's credit card issuer. IPSP will use its best efforts and skills to resolve inquiries and complaints from the Customer's side in such a manner that would be acceptable to both Partners and Customers. IPSP keeps the right to issue a refund without the consent or knowledge of Partner in any case that it seems appropriate. IPSP will provide a refund with no penalty to any Customer who returns the products to Partner within 30 days from the date of delivery. Partner may not impose a fee on customers who make returns.
e. Customer Support.
Partner will at anytime be able to respond quickly to all inquiries from the Customer's side. In addition, IPSP keeps the right to bill Partner reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, or charge backs. Prior to charging such IPSP will try to make an agreement with the Partner. If IPSP and Partner are unable to achieve mutually acceptable agreement, Partner will have the option of continuing this Agreement subject to the additional fees and costs imposed by IPSP or of terminating this Agreement.
f. Other Conditions and Terms.
The conditions and terms described on IPSP's Services and other pages are incorporated into this agreement by referencing them. Partner agrees to do all business activities in accordance with the requirements and rules described on the Services and other pages. IPSP keeps the right to refuse to do business with anyone for any reason.

 

6. Authorization of Regulation.
Partner is responsible for all the products/services he/she is selling. It includes the responsibility whether products/services are legal in any state. Partner will conform to any and all laws, rules, regulations and other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding the sale of products over the Internet or in situations where the card is not present.

 

7. Taxes and related fees.
All parties agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes. Should IPSP be required to pay any such taxes on the income of Partner, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to IPSP pursuant to Section 10. IPSP will have right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Partner or on account of its own sales of products if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Partner under Section 10 of this Agreement the amount of any such taxes and related penalties and interest which are paid by IPSP with its own funds.

 

8. Limitations of Liability.
IPSP assumes no liability for malfunctions of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of "Acts of God" or any other force. IPSP shall not be responsible for consequential damages or any other damages under any circumstances. In no case shall Partner be entitled to recover damages from IPSP, which exceed the sum of the amounts of sales commissions and service fees retained by IPSP under this Agreement during the six months prior to event giving rise to the claim for damages.

 

9. Indemnification.
Partner is completely responsible for the content of its Web site, related pages and for the advertising and promotion of all of Partner's products. Partner represents to IPSP that it is the owner or that it has right and authority to use all information or other property which either forms a part of its Web site, which is provided by Partner to Customers, or which is used by Partner in its advertising and promotion and to sell and deliver products to Customers. IPSP assumes no liability of the Partner for anything but commission amount of money involved in transactions.

 

10. Term.
The term of this Agreement shall continue until a notice of cancellation by either party is given, or until termination is happened under other provisions of this Agreement. IPSP reserves the right to terminate this Agreement without cause upon notification to the Partner. IPSP may further terminate this Agreement immediately without notice at any time the Partner breaches any part of this Agreement, or if any program or facility used by IPSP to implement this Agreement is disrupted or terminated for any reason.

 

11. Default.
In the event Partner defaults in any provision or fails to perform pursuant to this Agreement, IPSP shall be entitled to damages, costs and attorney's fees from the Partner.

 

12. Invalid or Non-enforceable Provisions.
The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.

 

13. Choice of Law/Venue.
This Agreement shall be construed and enforced in accordance with the laws of The Netherlands and the venue for any action, dispute or proceeding with respect to this Agreement shall be The Netherlands.

Captions. The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.

 

14. Amendments and Modifications.
IPSP may make amendments or modifications to this Agreement from time to time. Whenever practical, IPSP will give Partner advance notice of the changes to this Agreement.