Terms and Conditions
Last updated: 4-10-2024
These Terms and Conditions ("Agreement") are entered into between the Merchant, a company engaged in the sale of products and/or services ("Merchant"), and One World eCom B.V., including its affiliated subsidiaries, acting as the Merchant of Record and/or Importer of Record ("One World eCom").
1. Definitions
All terms defined in this Agreement have the meanings described below or in this Agreement. These definitions apply to both singular and plural forms, as applicable to the context. References to "Annex" shall refer to the attached documents that form part of this Agreement.
1.1 Acquirer refers to a third party, such as a credit card network processor, bank, or other entity providing acquisition services. This party receives and processes payment information from end-user customers and conducts financial transactions on behalf of One World eCom or the Merchant.
1.2 Acquirer Agreement is a contractual agreement between the Merchant and an Acquirer, enabling the Merchant to act as a Merchant or sub-merchant in transactions processed through the respective Acquirer.
1.3 One World eCom Merchant ID refers to the unique account(s) of One World eCom with authorized Acquirers. This ID is used to process transactions for products via One World eCom's Merchant of Record services, where One World eCom acts on behalf of the Merchant.
1.4 The One World eCom Privacy Policy includes the privacy guidelines displayed on the One World eCom website and regularly updated.
1.5 Card Association refers to organizations managing card networks, including but not limited to Mastercard, Visa, American Express, JCB, and Discover Network.
1.6 End-user customers are third parties who order products and provide payment information through One World eCom's Merchant of Record services.
1.7 Intellectual Property encompasses all rights and privileges granted under applicable laws and regulations concerning intellectual property. This includes, but is not limited to:
(a) All patents, copyrights, trademarks, and other related items, including registrations, applications, and related rights;
(b) All claims relating to licenses or similar agreements concerning the above.
1.8 Merchant ID refers to the Merchant's own account(s) with authorized Acquirers used by the Merchant in relation to payment transactions.
1.9 Service Provider is the provider of certain payment services and payment gateway services that facilitate payment for products sold by the Merchant.
1.10 "Services" or One World eCom Services refer to the current and future e-commerce services of One World eCom, including but not limited to third-party referral programs, and One World eCom's APIs and customizations.
1.11 Territory refers to the applicable area within which One World eCom acts as Merchant of Record and processes transactions for the Merchant under this Agreement.
1.12 The Main Agreement is a contract signed between the Merchant and One World eCom, outlining the specific scope of work and terms unique to that individual merchant relationship. While the Terms & Conditions provide a general legal framework applicable to all merchants, the Main Agreement specifies the customized details, including the services to be provided, deliverables, timelines, pricing, responsibilities, and any other terms specific to that Merchant's interaction with One World eCom. It serves as the merchant-specific document that complements and works in conjunction with the general Terms & Conditions.
2. Acceptance of Terms and Conditions
This Terms & Conditions Agreement (the “Agreement”), together with the Data Sharing Addendum available at [oneworldecom.com/data-sharing-addendum] (or any updated URLs we provide), and any applicable Main Agreement, governs the services provided to you (“Merchant” or “you”) by One World eCom.
By signing up for our services, or by accessing, downloading, installing, or using the Services, you confirm that you have read, understood, and agreed to be bound by this Agreement. This includes any terms, policies, and guidelines referenced herein, including our Privacy Policy, which is available at [oneworldecom.com/privacy-policy] (or any updated URLs we provide).
If you do not agree to this Agreement, you are not authorized to use our Services. Access to and use of the Services are conditional upon your acceptance of this Agreement.
2.1 Changes to the Agreement
One World eCom reserves the right to modify or update the Main Agreement, including Terms and Conditions and other documents, in response to legal, regulatory, or business changes. When we make changes to the Main Agreement, we will notify you in writing. For other documents, such as the Terms & Conditions, we will revise the “Last Updated” date. Modifications are effective upon publication. For the Terms & Conditions and other public documents, it is your responsibility to review them regularly and stay informed of any changes. The then-current version of the Agreement will supersede all previous versions.
Your continued use of One World eCom's services after the changes have been published constitutes acceptance of the revised Agreement. Disputes arising under this Agreement will be resolved according to the version in effect at the time the dispute arose.
3. One World eCom Information
One World eCom serves as the Merchant of Record and/or Importer of Record and agrees to provide the services described in this Agreement. The company details for One World eCom and its affiliated subsidiaries, which may also be involved in the execution of this Agreement, are as follows:
Company Name: One World eCom B.V.
Address: Tijnmuiden 59, 1046 AK Amsterdam, The Netherlands
VAT Number: NL865218663B01
KVK (Chamber of Commerce) Number: 90130839
Authorized Signatory: Loïc Marinus Boisnard
Signature: Loïc Marinus Boisnard
Contact Information: support@oneworldecom.com
Affiliated Subsidiaries
For the purpose of executing certain obligations under this Agreement, One World eCom may engage its affiliated subsidiaries. The following subsidiaries are currently included, with the understanding that additional subsidiaries may be introduced in the future:
Subsidiary 1: One World eCom LTD, 71-75, Shelton Street, Covent Garden, London, VAT: GB468595234000 Company number: 15631848
Subsidiary 2: One World eCom LLC, 30 N Gould St Ste R Sheridan, WY 82801, EIN: 32-0733859
One World eCom remains fully responsible for the performance of its subsidiaries under this Agreement. Future subsidiaries may be added as necessary to meet operational demands, and their details will be made available to the Merchant.
5. Governing Law and Jurisdiction
This Agreement, together with any related agreements, including but not limited to the main service agreement, and any other contracts or documents signed between One World eCom and the Merchant, shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, the main agreement, or any related document, shall be subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands, and proceedings shall be conducted in the English language.
6. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to render it enforceable, or if such modification is not possible, it shall be severed from the Agreement. The remaining provisions shall continue in full force and effect.
7. Entire Agreement
This Agreement, together with any main service agreements or other contracts, constitutes the entire understanding between One World eCom and the Merchant concerning the subject matter herein, and supersedes all prior discussions, agreements, or understandings of any kind. No oral modifications or representations shall be considered part of this Agreement unless made in writing and signed by both parties.
10 No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement. One World eCom is not a third-party beneficiary of any agreement between the Merchant and an Acquirer.
11 Non-Circumvention
During the term of this Agreement and for six (6) months following its termination, the Merchant shall not attempt to circumvent this Agreement by processing transactions for payment from end-user customers through One World eCom's Payment Acquirers.
12 Notifications
All notices under this Agreement, including but not limited to those regarding its term, extension, termination, alleged breaches, claims for damages, or tax matters, shall be given in writing and shall be deemed to have been given: (i) upon personal delivery; (ii) the second business day after being sent by first-class mail within the Netherlands; (iii) the business day after being sent by confirmed fax; or (iv) the business day after being sent by email. Notices to One World eCom shall be addressed to: Tijnmuiden 59, 1046 AK Amsterdam, The Netherlands. Notices to the Merchant shall be addressed to the contact information provided in the main agreement or any updated information submitted in writing by the Merchant to One World eCom.
13 Electronic Notices
The Merchant agrees that One World eCom may communicate via electronic notices, including those posted on its website, or sent to the Merchant’s administrative email address registered with One World eCom. Such electronic notices are deemed to be "in writing" and are considered received when sent. The Merchant is responsible for storing and maintaining copies of such Communications.
14 Publicity
One World eCom may use the Merchant’s name and logo for promotional purposes on the One World eCom website, customer lists, interviews, and press releases concerning the Merchant's use of One World eCom services.
15 Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. Waivers must be executed in writing by the party granting the waiver. Remedies provided in this Agreement are cumulative and not exclusive of any other remedies available at law or equity.
16 Force Majeure
One World eCom shall not be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of government, labor disputes, war, terrorism, natural disasters, and disruptions of power, communication, or internet services. This also includes changes in laws, regulations, or policies that affect One World eCom's ability to provide the Services.
18 Arbitration
Except as otherwise provided herein, any disputes between the parties arising out of this Agreement, including disputes concerning its validity or existence, shall be submitted to and finally resolved by arbitration under the guidance of one arbitrator. This arbitration shall be conducted in Dutch in Amsterdam, Netherlands, in accordance with the Expedited Arbitration Rules of the World Intellectual Property Organization ("WIPO"). The arbitrator shall apply the laws of the Netherlands. The proceedings shall be confidential, and the final award shall be binding on the parties. Each party agrees that the award shall be enforceable by order of the appropriate court in Amsterdam, Netherlands. The parties waive any right to jury trials. Nothing herein shall be construed as preventing One World eCom from initiating a lawsuit in a court of competent jurisdiction, or as preventing One World eCom from seeking relief from a court of competent jurisdiction for equitable remedies
19 Survival
All provisions that by their nature extend beyond the termination of this Agreement shall survive, including but not limited to provisions related to ownership, confidentiality, indemnification, limitation of liability, and tax obligations.
20 Non-Solicitation
During the term of this Agreement and for six (6) months thereafter, the Merchant agrees not to solicit or hire any personnel employed by One World eCom.
Purpose of the Agreement
The Merchant and One World eCom enter into this Agreement, with One World eCom acting as Merchant of Record and/or Importer of Record.
As Merchant of Record, One World eCom will manage the Merchant's sales activities to facilitate international commerce. This includes, but is not limited to, processing transactions, collecting payments, and calculating, collecting, and remitting applicable taxes, including sales tax, from end customers. The Merchant hereby grants One World eCom the authority to act on their behalf as Merchant of Record. One World eCom will undertake all necessary actions to facilitate and optimize the sales and distribution of the Merchant's products.
As Importer of Record, One World eCom will manage the importation of goods sold by the Merchant into designated territories. This includes, but is not limited to, handling customs clearance, paying any applicable duties and import taxes, and ensuring that all imported goods comply with local regulations. The Merchant hereby grants One World eCom the authority to act on their behalf as Importer of Record, enabling the seamless movement of goods across borders to international customers.
Service Provider Status
Agreed Merchant of Record and Importer of Record Terms
One World eCom provides services as the Merchant of Record (MOR) and Importer of Record (IOR) in accordance with the terms outlined in the main agreement between the Merchant and One World eCom. These terms apply to all transactions conducted under One World eCom’s Merchant ID for the Merchant’s sales and distribution activities.
Relationship
One World eCom shall not enter into any contracts or obligations on behalf of, or for, the Merchant without prior written consent from both parties.
21. Service Framework
21.1 Use of Services
The Merchant shall utilize the Services provided by One World eCom. The Merchant is responsible for maintaining all necessary contact and identification details on its website to inform End-user customers about complaints, warranties, and refund rights.
21.2 Fraud Controls
As part of providing the Services under this Agreement, One World eCom may conduct fraud detection. The Merchant acknowledges and agrees that such fraud detection processes may delay transactions and the receipt of payments from End-user customers. If an End-user customer wishes to cancel an order due to such delays, One World eCom shall not be liable to the Merchant for the cancellation.
21.3 Usage Restrictions
The Merchant accepts that One World eCom's Services are provided for the Merchant's use only and may not be resold, shared, or offered to third parties.
21.4 Business Purposes
The Merchant agrees and confirms that they are entering into this Agreement with One World eCom in the context of business activities and not as a consumer.
21.1.1 Other Terms
21.1.2 Returns and Refunds
One World eCom’s Services include functionality for managing and issuing returns and refunds to End-user customers ("Refunds"). These refunds are primarily managed by the Merchant through the One World eCom system. If the Merchant lacks a back-office system or is unable to use the One World eCom system, the Merchant may choose to manually communicate returns and refunds to One World eCom.
22 Other Terms
22.1 Binding Conditions
The Merchant is bound at all times by the terms that One World eCom is subject to regarding its relationships with Card Associations, PCI, the Electronic Payments Association (NACHA), and the Automatic Clearing House (ACH), as well as relevant financial services regulators in the European Union, Canada, and other applicable jurisdictions, in the event that such terms affect the Services provided by One World eCom to the Merchant. This includes requirements related to data security, the types of products that may be sold, geographic or volume limits for transactions, and required acquirers.
22.2 Changes in Legislation and Regulations
Changes in legislation, accepted business practices, Card Association rules, ACH or NACHA rules, US, European Union, Canadian, or other applicable territorial financial services regulations, Merchant's trading volumes, products, and/or sales areas may compel One World eCom to modify the basis on which the Services are offered or to refrain from offering certain elements of the Services to the Merchant.
22.3 Additional Services
One World eCom may, from time to time, add or offer additional or premium functionality, services, or payment types to the Services ("Enhanced Services"). These Enhanced Services may be optional and/or subject to additional charges, which will be clearly communicated by One World eCom. If the Merchant chooses to accept and use such Enhanced Services, this Agreement shall be deemed amended without requiring a written agreement to that effect, and the Merchant agrees to pay the additional charges. One World eCom may deduct the relevant charges from the Merchant's account.
Other Terms
22.4 Adjustments and Licenses
One World eCom may provide adjustments and licenses to the Merchant as necessary for the purposes of this Agreement. Payment for these adjustments and licenses shall be made in accordance with the payment terms as set forth in the main agreement.
22.5 Interruption of Service
In the event that the Merchant's transaction pages are interrupted by third parties, One World eCom reserves the right to immediately suspend services to the Merchant until the interruption is resolved. One World eCom will endeavor to notify the Merchant in advance of any such suspension. One World eCom shall not be liable to the Merchant for any loss of transactions or other damages resulting from such interruptions.
22.6 Obligations of the Merchant Regarding Products
23 Promotion and Support
The Merchant is solely responsible for the promotion, marketing, and support of its Products. All promotional and support materials provided by the Merchant will accurately describe the Products and their usage in all material respects. The Merchant will provide reasonable post-distribution care to End-user customers and prominently display customer service information on its website. The Merchant is responsible for the content of all technical and product information provided to End-user customers and ensures that all Products conform to the versions and descriptions as promoted.
The Merchant is solely responsible for providing warranty, maintenance, technical, and product support services for the Products. The Merchant is liable to End-user customers for any issues related to the fulfillment of Product orders, EULAs (End User License Agreements) entered into by the End-user customer, or the use of the Products by the End-user customer.
In the event that the Merchant processes returns:
24 Disclosure of Return Policy (Merchant of Record)
24.1 Return Policy and Approval for Changes
During the checkout process for a transaction in which a refund may be requested, the Merchant must clearly disclose One World eCom's return policy and procedures, as the Merchant of Record, to the End-user customer. This includes any required RMA (Return Merchandise Authorization) and associated costs. The Merchant is responsible for any costs arising from the refund, such as shipping costs.
One World eCom's return policy complies with all relevant rules of Card Associations, the FTC, Canadian, European Union, and other applicable territorial requirements, as well as alternative payment methods (iDEAL, SEPA, PayPal, etc.). No distinction shall be made in the treatment of refunds between different credit card schemes, bank payments, or alternative payment methods.
24.2 Alteration of Return Policy
If the Merchant intends to alter or not use One World eCom's return policy, the Merchant must first obtain written agreement and approval from One World eCom before implementing any alternative policy. Without such prior approval, the Merchant must adhere strictly to One World eCom's return policy for all transactions.
24.3 Invoicing to End-user Customers
If an invoice needs to be issued in the name of One World eCom, the Merchant is responsible for generating the invoice using the available functionalities of the One World eCom system. If the Merchant cannot generate the invoice through the back office, they must notify One World eCom manually. A legitimate electronic version must be promptly issued in the name of One World eCom as the Merchant of Record or made immediately available to the End-user customer.
24.4 Precedence
In the event of any inconsistency between this Agreement and the standards and regulations issued by relevant Card Associations, Acquirers, or alternative payment providers such as iDEAL, SEPA, PayPal, or Buy Now, Pay Later (BNPL) services (e.g., Klarna, Afterpay), the applicable standards and regulations of each provider shall prevail over this Agreement.
This Agreement defines the responsibilities and obligations of One World eCom as the primary processor of transactions and representative of the Merchant. The standards and regulations of Card Associations (e.g., Mastercard, Visa, American Express), as well as other payment schemes such as iDEAL, SEPA, PayPal, and BNPL providers, can be consulted on the respective websites of each provider.
In the event of a difference or conflict between the provisions of this Agreement and any additional agreement(s) as outlined by an Acquirer or payment provider, such additional agreement(s) shall override this Agreement. However, between the parties, this Agreement shall take precedence unless explicitly stated otherwise.
25 Standards
The rules of Card Associations, Acquirers, and alternative payment methods regarding the Merchant's acceptance policies and procedures for credit cards, bank transfers (e.g., SEPA, iDEAL), PayPal, or BNPL services may require the Merchant to make changes to its website and general practices to ensure compliance with the standards of these payment providers. This may include monitoring the use of brands and logos as stipulated by the providers. The Merchant shall permit One World eCom to monitor its general activity and the use of these brands across all payment options.
26 Additional Acceptances
The Merchant acknowledges and agrees:
26.1 To comply with all applicable standards and regulations of credit card companies, rules of Card Associations, FTC regulations, best practices and guidelines, PCI standards, and the rules and guidelines of alternative payment providers, such as iDEAL, SEPA, PayPal, and BNPL services (e.g., Klarna, Afterpay), as amended from time to time.
26.2 That the respective payment provider (including credit card companies and alternative payment providers) is the sole and exclusive owner of its trademarks.
26.3 Not to challenge the ownership of the trademarks of the respective credit card companies or alternative payment providers.
26.4 To accept the responsibility to continuously monitor the rules and regulations of Card Associations and alternative payment providers, as published on the respective websites, and be bound by them, including relevant best practices and guidelines, to determine if any changes or modifications have occurred.
26.5 To accept that Card Associations and alternative payment providers, in their sole discretion, have the right to enforce provisions against One World eCom and the Merchant, including the right to prohibit the Merchant from engaging in any behaviors that any provider deems detrimental or likely to pose a risk of harm to the provider itself, its reputation, or the integrity of the payment system. The Merchant further agrees not to take any action that may impede or prevent the exercise of this right by a provider.
26.6 That Card Associations, Acquiring Banks, credit card companies, and alternative payment providers, at their sole discretion and without notice or penalty, may terminate or suspend the Merchant's participation in the Services and/or the use of their trademarks.
26.7 That the practices, rules, terms, and provisions of the payment industry, including those of Card Associations, alternative payment providers (such as iDEAL, SEPA, PayPal, BNPL), are continuously evolving and developing, and the provision of the Services is contingent upon the Merchant agreeing to be bound by them.
26.8 That with regard to any security obligations, including PCI requirements, One World eCom shall not be liable to the Merchant, end-users, or any other party for any loss, disruption, corruption, diversion, interception, or interruption of any transaction or data stream, including end-user personal data, occurring outside the scope of One World eCom's services.
26.9 That certain payment methods offered by certain service providers may not be regulated by Card Associations or legislation. The Merchant accepts that One World eCom shall not be responsible for any deficiencies or payments due from such service providers to the Merchant in connection with their non-performance, failure to execute, or insolvency.
26.10 The Merchant acknowledges that the relationship resulting from this Agreement between the Merchant and One World eCom is solely between them, and that under no circumstances is any third-party beneficiary status created for any party affiliated with the Merchant, or for a provider of a marketplace operated by the Merchant ("Marketplace Provider"). The Merchant shall defend, indemnify, and hold harmless One World eCom and its affiliates, directors, officers, employees, and agents from any claims arising out of any relationship between the Merchant and an affiliated company or Marketplace Provider.
26.11 The Merchant accepts and acknowledges that Acquirer(s) are expressly authorized and instructed by One World eCom as the Merchant of Record to make payments to a bank account owned by One World eCom. By making any payment to such a bank account, Acquirer fulfills its obligation to transfer payments up to that amount to the Merchant and has no further liability with respect to that amount to the Merchant.
26.12 The Merchant is solely responsible for obtaining consent from end-user customers regarding the transfer and storage of personal information (as defined by the end-user's jurisdiction) and recurring billing transactions. It is the Merchant's responsibility to inform end-user customers that One World eCom may transfer data records containing personal information outside the European Union in accordance with One World eCom's privacy policy.
26.13 Under no circumstances shall the Merchant retain or store CVV or magnetic stripe card information.
26.14 The Merchant agrees that, for the assessment of its compliance with its obligations under this Agreement and any Acquirer agreements, One World eCom may have access to the Merchant's information and systems for audit purposes.
27 Prohibited Items
The Merchant shall comply with the list of prohibited items established by One World eCom and published on its website. If an account is deemed by One World eCom to be in violation of this list or is otherwise prohibited by a relevant Acquirer, the account may be terminated or suspended immediately without prior notice by One World eCom. This list may be updated and revised by One World eCom from time to time, with notice via email and/or publication on the One World eCom website. If, following the revision of this list, One World eCom is no longer able to support the sale of Products, it may terminate this agreement immediately or suspend the Merchant's account upon written notice. View the list HERE
28 Website Classification Authorities
The Merchant shall make reasonable efforts to prevent linking to websites and services identified as high-risk by reputable website classification authorities, including McAfee, Symantec, and Google. In the event of such links, the Merchant shall promptly take action to have them removed. Additionally, One World eCom shall not be liable to the Merchant for any claims, losses, or damages caused by a high-risk designation applied by such website classification authorities to a domain managed by One World eCom due to the act, behavior, or negligence of a third-party Merchant.
29 Minors
The Merchant shall make reasonable commercial efforts not to target individuals under the age of 18 as potential End-user customers. One World eCom reserves the right to refuse the Services for transactions involving minors.
30 General Business Information
The Merchant shall at all times maintain accurate details of its full geographic addresses, business names, including complete phone numbers, email contact information, and customer support details, and make them available to One World eCom and End-user customers, including through its main website. Additionally, the Merchant shall maintain and make available its delivery, refund, and privacy policies, and any other information that may be required by law and/or the rules of the Card Associations.
31 Marketing Practices
The Merchant shall comply with United States anti-spam laws at both federal and state levels, including the CAN-SPAM Act, and equivalent EU, Canadian, and international legislation. The Merchant shall also comply with and be bound by the privacy policy of One World eCom as set forth on the One World eCom website, as may be amended from time to time.
32 Changes
The Merchant is responsible for regularly checking the One World eCom website or the Merchant's account on the One World eCom dashboard for notices of changes to the One World eCom services and fees. The Merchant will be notified in advance of such changes to the One World eCom services and fees. Fees may be updated and revised by One World eCom after a 60-day notice as provided herein, or added/revised without prior notice in the event regulatory or governmental requirements materially increase the costs of One World eCom, including but not limited to costs based on device, product class, network, network service, payment method, pricing, currency, quantity, Acquirer, geographic location, and cross-border fees. By continuing to use the One World eCom service or by not notifying One World eCom in writing of objection within 60 days thereafter, the Merchant will be deemed to have accepted such changes and/or additions. Except where changes are required by the Card Associations or regulatory or other governing authorities, including changes to applicable laws or regulations, the Merchant has the option to terminate this Agreement without penalty within sixty (60) days of the publication of the aforementioned notice, but shall remain subject to the surviving provisions of this Agreement, including but not limited to payment of fees due, maintenance of a Rolling Reserve, liability for Chargebacks for itself and any affiliates (if authorized by One World eCom), Refunds, and Penalties from Card Associations and/or other governing authorities.
33 Responsible Party
The Merchant will present itself as the sole responsible party to end-user customers regarding the Merchant's Products and/or their functionality, and the Merchant will not in any way suggest that One World eCom is a guarantor or responsible party for those products, or otherwise involve One World eCom in any dispute with an end-user customer or any other third party regarding the transaction, delivery, or functionality of a product.
34 Access Protection
The Merchant accepts full responsibility for safeguarding the login and password information related to the merchant account and agrees to any fiduciary obligations that may arise from such access. The Merchant agrees that they are fully and solely responsible for the use of the One World eCom services by merchant users.
35 Disclosure of Information and Investigations
The Merchant shall provide full and unrestricted disclosure within 48 hours regarding any written request from One World eCom related to the investigation of a single or mass refund request, Chargeback, suspected fraud issue, unauthorized or unlawful transaction, money laundering, and/or criminal activity, or any documentation or information required by a relevant Acquirer. Such disclosure includes, but is not limited to, the identity of any contracting parties, transaction records, bank details, and other financial information related thereto. The Merchant shall provide further disclosure and assistance as reasonably required by One World eCom and/or its processors, acquirers, and any relevant law enforcement agencies to properly investigate such matters.
36 Credit Card Transactions
36.1 The Merchant agrees not to impose any surcharges for accepting credit card transactions.
36.2 The Merchant accepts that prior authorization must be obtained for recurring payment instructions.
36.3 Credit card transactions processed by the Merchant must represent legitimate sales or rentals of goods or services not previously submitted.
36.4 The Merchant shall not process any transaction known or suspected to be fraudulent or unauthorized, or intercept any transaction data.
36.5 The Merchant shall not add incorrect or invalid taxes to a transaction, nor make any alterations to transaction data without the cardholder's authorization, or provide incomplete or misleading information regarding a transaction.
36.6 Unauthorized, irregular, fraudulent charges, or charges made with an invalid card, excessive charges above the listed price, payment for undelivered products, or charges incurred via hacking are non-recoverable and remain the full responsibility of the Merchant, and One World eCom shall be fully indemnified by the Merchant in this regard.
36.7 Unless required by law, the Merchant shall not process transactions or receive payments on behalf of another party, or forward payments to another party.
37 ECheck Transactions
ECheck transactions may only be submitted and processed if supported by prior authorization from the account holder. This authorization must be securely stored.
38 Financial, Compliance, and Security Audits
The Merchant shall allow One World eCom and/or the relevant Acquirer to conduct financial, compliance, and/or security audits upon written notice of 7 days or 24 hours' notice, including but not limited to in the event of suspected fraud, unlawful or prohibited transactions, security issues, or security breaches. Such audits include the right to examine all relevant accounts, books, financial data, bank records, customer data, and dealings with creditors, clients, and partners, as well as security policies and records, server hosts, security certificates, server logs, and outsourced arrangements. The Merchant shall promptly provide access to all necessary documentation and fully cooperate and disclose as required to complete such audits.
The Merchant shall maintain robust security practices at all times to secure the data of end-user customers, and provide details of its security policy upon written request and collaborate with One World eCom in the event of major payment security incidents, including data breaches. Security measures must be periodically tested to ensure their effectiveness, and the Merchant shall comply with all reasonable requirements set forth by One World eCom or a relevant Acquirer regarding security measures. One World eCom may refuse to process transactions if there are concerns about security issues related to the Merchant, and may terminate this Agreement if it deems that the Merchant lacks adequate security measures to protect payment data and end-customer information.
39 Authentication
For certain transactions, robust authentication and verification services may be required, including measures mandated by the European Banking Authority or other applicable regulators. The Merchant acknowledges and accepts that failure to accept such services may result in the rejection of transactions or higher fees charged for such transactions, the costs of which may be passed on to and deductible from the Merchant.
One World eCom has the right to implement fraud prevention tools, such as 3D Secure or more advanced tools. If the Merchant disables any fraud prevention tools without the consent of One World eCom, or is not willing to cooperate or change their practices, marketing, or webshop, it will be deemed a breach of this Agreement.
40 Risk Mitigation Measures and Optimal Routing
One World eCom, at its discretion and without the approval of the Merchant, may switch payment processors to mitigate the risk of frozen funds, blocks, or other actions taken by payment processors. One World eCom may route the best and most efficient payment path through multiple entities and processors. One World eCom has full discretion over the payment and transaction routing without requiring the approval or knowledge of the Merchant.
41. Payments and Fees
41.1 Rolling Reserve
One World eCom may, at its discretion, establish a Rolling Reserve of six months on any payment owed to One World eCom as Merchant of Record to cover potential refunds and disputed transactions. Such reserve may be increased in period and amount when One World eCom determines that there is a significant risk, or to be at a level and simultaneous with the reservation period established by Acquirers processing the transactions of One World eCom as Merchant of Record. A Rolling Reserve may also be imposed for any business category considered by One World eCom or a relevant Acquirer to be higher than normal risk, such as travel and events.
41.2 Holdback for Insufficient Funds
If at any time there are insufficient Merchant Balance funds available in the account of One World eCom as Merchant of Record to provide a required Holdback or Rolling Reserve, One World eCom reserves the right to issue a written demand for the necessary funds. If the Merchant fails to provide such funds within 48 hours or does not provide One World eCom with a form of payment guarantee acceptable to One World eCom, One World eCom reserves the right to immediately suspend the Merchant's Merchant of Record account or terminate this agreement.
One World eCom, as the Merchant of Record, reserves the right to hold reserves in its own account where payments from end customers are received before they are forwarded to the Merchant. These reserves are intended to cover potential refunds, disputed transactions, or other financial obligations arising from the agreement between One World eCom and the Merchant. One World eCom will hold these reserves in its own account as the Merchant of Record and reserves the right to use these reserves as needed to fulfill its financial obligations.
41.3 Excessive Chargeback Management
The Merchant should aim to maintain a chargeback rate as low as possible. If One World eCom or the Acquirer, at their sole discretion, determines that there is an excessive commercial risk or an excessive number of chargebacks, One World eCom reserves the right to place the Merchant in One World eCom's Excessive Chargeback Management Program or under a program of the Card Association related to excessive chargebacks. The Merchant is liable for all costs associated with such programs, as well as for any fees, assessments, fines, or penalties imposed by the Acquirer or Card Association regarding said excessive chargebacks.
41.4 Reporting and Currency Conversion
One World eCom will report to the Merchant in the Payment Currency; however, the Merchant will be able to access data on individual resales of Products in the currency used by the Buyer. If a sale requires currency conversion into the Payment Currency, One World eCom will convert the amount at the mid-market rate provided by Open Exchange Rates at the time the payment is received from the Buyer or at the moment of a payout.
41.5 Settlement and Currency Conversion
The Merchant authorizes One World eCom to receive funds from Acquirers, PayPal, and alternative payment providers on behalf of the Merchant for settlement. If currency conversion is required, the Merchant authorizes such funds to be transferred to a currency conversion service or first to One World eCom's Merchant of Record account, where they will be converted into the desired currency. The settlement funds in the converted currency will then be forwarded directly to the Merchant by One World eCom or through the currency service. Such conversion and transfer of funds shall be deemed as complete satisfaction of One World eCom's obligations to the Merchant regarding settlement.
42 VAT Registration in the European Union
If the Merchant is VAT registered in the European Union, the Merchant agrees to inform One World eCom if they stop being registered for VAT, get a new VAT registration number, or transfer their business as a going concern.
42.1 International Transfers and Currency Fees
Where possible, One World eCom will make international transfers through the local ACH network, and there will be no charge to the Merchant for such transfers. One World eCom is not responsible for any charges associated with the making of transfers via international bank transfer or through PayPal. A charge of $15 will be payable by the Merchant for each international bank transfer (€15 if the Payment Currency is EUR or £15 if the Payment Currency is GBP). If the Merchant opts to receive payment in a currency different from the Payment Currency, then One World eCom reserves the right to charge a conversion margin of up to 1.5%. One World eCom will make all reasonable efforts to ensure no additional fees are charged but is not responsible for any charges that do occur.
42.2 Refunds and Chargebacks
If One World eCom is required to refund a Buyer (including through Chargebacks), One World eCom is entitled to receive from the Merchant the amount of the refund or Chargeback as well as any charges and fees incurred by One World eCom as a result, up to 20 GBP, USD, or EUR depending on the Transaction Currency (if the Transaction Currency is any other currency, this will be based on the Payment Currency). One World eCom reserves the right to suspend all Services until the deficit is paid by the Merchant.
42.3 Service Credits and One World eCom Discount
Where any credit is due to an Invoiced Business or Invoiced Consumer due to service level or similar failures in the provision of the Product by the Merchant, no credit will be given to the Merchant for any previously applied One World eCom Discount, and the One World eCom Discount will be applied to the gross amount of any amounts invoiced prior to deduction of any service level or similar credit.
42.4 Chargeback Prevention
If One World eCom deems it necessary to use chargeback prevention tools that detect potential disputes and automatically refund customers before a transaction escalates into a chargeback, One World eCom has the right to use these tools without the Merchant's approval. These tools may use early-warning systems to identify high-risk transactions and trigger refunds as a proactive measure. The Merchant acknowledges that One World eCom will not be responsible for any costs associated with the use of these tools, including alarms, refunds, and any related expenses.
43 Right of Setoff, Debiting, and Invoicing
One World eCom, as Merchant of Record, is entitled, at its sole discretion, to issue an invoice for any deficiencies in funds in the Merchant's account or funds owed by the Merchant to One World eCom. Alternatively or in combination, One World eCom may, at its sole discretion, offset amounts owed by the Merchant against funds held by One World eCom and/or future funds of the Merchant coming into the possession of One World eCom under this Agreement, including but not limited to:
(i) Costs, expenses, and other amounts owed to One World eCom
(ii) Payments reclaimed or disputed by end-user customers
(iii) Third-party costs incurred in providing the One World eCom services
(iv) Fines, penalties, non-compliance fees, and/or assessments imposed on One World eCom by any relevant authority or Acquirer due to any act, omission, or negligence of the Merchant, including amounts charged in relation to an Excessive Chargeback Management Program of One World eCom or Card Association.
Regardless of whether an invoice has been issued, if the Merchant's funds held by One World eCom are insufficient to fulfill the Merchant's obligations or cover the financial exposure of One World eCom with respect to the Merchant's account, to the extent permitted by law, One World eCom may collect all amounts owed by the Merchant to One World eCom, including amounts required in connection with refunds, Chargebacks, Holdbacks, or Rolling Reserves, by directly debiting such amounts from any bank accounts used or registered by the Merchant for payment to One World eCom ("Bank Accounts").
The Merchant agrees and authorizes One World eCom to make such debits from its Bank Accounts under such circumstances, and will provide upon request the required signed authorizations to allow such debits. The Merchant's failure to pay such amounts upon request will constitute a material breach of this Agreement, and the Merchant will be liable for the costs of collection by One World eCom, in addition to the amount owed, including but not limited to attorney's fees, expenses, arbitration, legal costs, and collection fees.
The Merchant further agrees that One World eCom may offset and/or set off costs to Acquirers or third parties used by One World eCom to process the Merchant's transactions.
44 Liability for Continued Use of Products
One World eCom shall not be liable if an end-user customer continues to use the products after a refund, cancellation, or Chargeback. One World eCom will provide information and assistance as reasonably requested by the Merchant to address the unauthorized use of such products.
45 Inactive or Dormant Merchant Accounts
In the event One World eCom holds funds owed to the Merchant under this Agreement but is unable to remit them due to the Merchant not providing up-to-date contact information or because the Merchant's account has become inactive or dormant but not terminated, it is agreed that One World eCom may assess account maintenance, inactivity, or dormant account fees, as applicable, until a balance is eliminated or the Merchant contacts to obtain the remaining balance at the time of contact, reduced by any applicable deductions, all ultimately subject to legal requirements.
46 Interest on Negative Account Balance
One World eCom may charge interest at a rate of 1.5% per annum or the maximum rate permitted by law on any negative balance in the Merchant's account.
47 Licenses
47.1 Subject to the terms of this Agreement, One World eCom and the Merchant grant each other a non-exclusive license during the term of this Agreement to use each other's trademarks solely for the purpose of performing the Services in accordance with this Agreement. All goodwill arising from the use of the respective trademarks shall accrue solely to the benefit of the respective party. Except for the limited license granted herein, nothing herein shall grant either party any right, title, or interest in the trademarks of the other party.
47.2 Limitations on Publicity Usage
The Merchant grants One World eCom a non-exclusive, royalty-free, and revocable license to use the Merchant's name and logo solely for the limited purpose of promotional activities, including but not limited to the One World eCom website, press releases, interviews, and marketing materials, provided that such use is limited to factual representations of the Merchant's use of One World eCom's services and does not imply an endorsement of One World eCom or any other products or services by the Merchant. The Merchant may revoke this license at any time upon written notice to One World eCom, effective immediately upon receipt of such notice.
48 Ownership of Intellectual Property
48.1 One World eCom retains all rights, titles, and interests, including all intellectual property rights, in relation to the Services (and any derivative works or improvements thereto), including all software, technology, data, databases, information, content, materials, guidelines, and documentation, including any custom works and designs provided hereunder by One World eCom to the Merchant. The Merchant acquires no right, title, or interest therein except for the limited license expressly set forth in the Agreement. The Merchant agrees not to modify, adapt, translate, create derivative works of, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Services.
48.2 The Merchant retains all intellectual property rights relating to the Products.
48.3 All rights not expressly granted in this Agreement are reserved and retained.
49 Customer Data
The Merchant shall not use personally identifiable information included in the end-user customer information received by One World eCom when performing the services under this Agreement ("Customer Data") for any unlawful or inappropriate purpose, and shall indemnify and hold harmless One World eCom for any claims for damages and costs related to the use or storage of such Customer Data by the Merchant.
The Merchant must adhere to all relevant rules of the Card Associations regarding the security of transaction data and shall not disclose or make public any information about end-user customers obtained in connection with a credit card transaction, except as required by the rules of the Card Associations or the law.
When end-user customer information consisting of card data is transmitted, processed, or managed through the One World eCom Services, One World eCom is responsible for the proper security of such data in accordance with all relevant PCI-DSS requirements in force at that time. Similarly, the Merchant is responsible for the proper security of such end-user customer information they receive in accordance with all relevant PCI-DSS requirements in force at that time.The Merchant must comply with all relevant PCI-DSS requirements and, upon written request, provide One World eCom with up-to-date copies of applicable PCI Self-Assessment Questionnaires, Attestation of Compliance documentation, and results of PCI-related network and penetration tests.
50. Additional Obligations
50.1 Compliance with Privacy and Data Protection
With respect to all end-user customer information received, accessed, or acquired, the Merchant shall comply with applicable laws regarding the use of non-public personal information and with the requirements of One World eCom's privacy policy as amended from time to time. Furthermore, the Merchant shall:
(i) Not use end-user customer information for purposes other than those provided herein.
(ii) Take reasonable and appropriate measures to safeguard the security of such end-user customer information.
(iii) Not disclose end-user customer information to any person other than an affiliated entity or service provider, or an employee or agent of such a party with a demonstrated need to know such confidential end-user customer information to fulfill the obligations hereunder.
(iv) Not use any end-user customer information in violation of the European Union data protection requirements applicable to customers in the EU.
The Merchant shall take all available steps and precautions to prevent fraud, theft, and/or unauthorized appropriation of end-user customer information.
50.2 Notification of Security Incidents
Subject to the confidentiality obligations of each Merchant or an obligation to limit the dissemination of third-party proprietary information arising from relationships with third parties or as otherwise imposed by law, the Merchant shall promptly notify One World eCom as commercially reasonable after becoming aware of a suspected or actual security breach, unauthorized disclosure, privacy breach concerning end-user customer information, or actual loss or theft of such personal information ("Security Incident").
51 Compliance with Laws
The Merchant must comply with all applicable laws and regulations, including, but not limited to, laws relating to export control and economic sanctions, such as the International Emergency Powers Act, the Office of Foreign Assets Control Act (OFAC), and the Arms Export Control Act, U.S. ITAR, Canadian, and European Union lists of individuals, groups, and entities subject to financial sanctions, including the UK HM Treasury Consolidated List of Financial Sanctions Targets.
51.1 Fraud and Criminal Activities
If One World eCom reasonably believes that the Merchant and/or its customers are attempting to engage in manipulative, fraudulent, illegal, or criminal activities using the Services, One World eCom may, at its sole discretion:
(i) Withhold payments to the Merchant pending further investigation by One World eCom.
(ii) Suspend its licenses and services under this Agreement.
(iii) Terminate the Agreement.
(iv) Impose any appropriate Holds or Rolling Reserves as deemed necessary and use such Holds or Rolling Reserves to satisfy any chargebacks, chargeback fees, refunds, fines, levies, or penalties.
(v) Initiate any appropriate debits from the Merchant's Bank Accounts.
The Merchant is solely liable for such fraudulent, illegal, or criminal activities, and One World eCom is not obligated to pay any amounts to the Merchant with respect to such activities. One World eCom reserves the right to conduct investigations as it deems appropriate and to notify relevant authorities and Acquirers.
52. Representations and Warranties
52.1 Mutual
Each party hereby represents, warrants, and covenants to the other party during the term of the Agreement that:
52.2 Its obligations under this Agreement are valid, binding, and enforceable in accordance with the terms set forth herein.
52.3 It has the full legal right and authority to enter into and perform this Agreement in all respects, and the execution and performance of this Agreement do not constitute a violation or conflict with any other contract or agreement to which it is a party or by which it is bound, and the person accepting the terms of this Agreement has full authority to enter into this Agreement.
52.4 It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization with the corporate power and authority sufficient for the execution, delivery, and performance of its obligations under this Agreement.
53 By One World eCom
(a) One World eCom represents, warrants, and covenants to Merchant during the term of the Agreement that it has the right to perform the services stated herein.
(b) One World eCom represents and warrants that it has the proper license, right, title, or interest in all One World eCom trademarks and other intellectual property rights provided by or on behalf of One World eCom.
(c) One World eCom represents, warrants, and covenants to Merchant during the term of the Agreement that, to the best of One World eCom's knowledge, the Services do not and will not infringe upon any intellectual property rights of any third party.
54 By Merchant
54.1 The Merchant represents and warrants that by entering into this Agreement, it is not in violation of or conflicting with any other agreement, contractual, legal, or regulatory obligation.
54.2 The Merchant represents and warrants that it has the proper license, right, title, or interest in all Merchant trademarks and other intellectual properties provided by or on behalf of the Merchant.
54.3 The Merchant represents, warrants, and covenants to One World eCom during the term of the Agreement that:
(i) To the best of the Merchant's knowledge, the Products do not and will not infringe upon any intellectual property rights of a third party and that it has the right to sell the Products through the Services.
(ii) All digital files uploaded to or used via the Services have been tested and are free from viruses, trojans, malware, spyware, keyloggers, adware, or other harmful scripts or programming features that may cause damage, delay, interruption, or disruption to a computer system.
(iii) The Products are not illegal, do not violate One World eCom's list of prohibited items (as amended from time to time), and are not in violation of any export/import control rules across national borders, including but not limited to U.S., Canadian, and EU laws relating to data encryption technology.
(iv) The Merchant has taken commercially reasonable steps to ensure the security of End-User Customer Information controlled by or provided to the Merchant ("Merchant-Controlled Personal Information") and to protect it from breaches (electronic or physical) or disclosure to unauthorized third parties. The Merchant remains at all times in compliance with all U.S. federal and state laws, Canadian, and EU laws and regulations regarding the security and storage of such Merchant-Controlled Personal Information.
54.4 The Merchant warrants and agrees that it will, at its own expense, complete and maintain all necessary tax registration requirements in all jurisdictions where it is obligated to collect, remit, transfer, or pay any U.S. sales tax, Canadian taxes, European Union VAT, and any other international sales or VAT or equivalent taxes. The Merchant acknowledges and agrees that One World eCom, as Merchant of Record, is responsible for calculating, collecting, and remitting the sales tax on behalf of the Merchant from the end customer. The Merchant agrees to provide the necessary documentation and cooperate with One World eCom to comply with all tax authority requirements, including retaining evidence of remittance to the respective tax authority of any tax amount collected and remitted by One World eCom on behalf of the Merchant for payment to the tax authority.
54.5 The Merchant warrants that the contact and identification details, including name, location, address, email, phone, bank accounts, ownership, stakeholders, company officers, company names, products, billing descriptions, and customer contact details are true and accurate, and that One World eCom, as Merchant of Record, can be contacted by customers at the provided address(es) for that purpose. The Merchant will keep such information updated and accurate throughout the term of this Agreement. Additionally, the Merchant acknowledges that all transactions will be processed under One World eCom's MID as the Merchant of Record, and the Merchant will ensure that only authorized products are offered for sale through the Services.
54.6 The Merchant warrants that they (or merchant users and third parties authorized by the Merchant and One World eCom):
(i) Do not engage in fraudulent or deceptive practices.
(ii) Do not use the One World eCom Merchant Terms to sell products that infringe upon the intellectual property rights of third parties.
(iii) Do not engage in behavior that violates the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CANSPAM Act") or other laws, including Canadian and European Union legislation and regulations designed to prevent illegal marketing, internet fraud, theft, or communication of an inappropriate or illegal nature.
(iv) Do not publish misleading information regarding the products traded through the One World eCom services.
The Merchant further understands that violations of the above or otherwise unlawful activities can cause serious harm and adversely affect the reputation and operations of One World eCom, and that the Merchant shall be liable for any loss and damages resulting from such activities.
54.7 The Merchant warrants that they fully comply with PCI standards when storing credit card data and agrees not to capture and/or store payment data unless expressly permitted under PCI standards.
54.8 Reputation and Brand Protection
The Merchant agrees not to engage in any activities, whether on social media, online platforms, or other public or private channels, that could reasonably be expected to harm or tarnish the reputation, goodwill, or public image of One World eCom, its affiliates, officers, employees, or services. This includes, but is not limited to, making false or misleading statements, defamatory comments, or disparaging remarks regarding One World eCom or any related party.
The Merchant acknowledges that any such actions that negatively impact the reputation of One World eCom may result in the termination of this Agreement and subject the Merchant to legal claims for damages. The Merchant agrees to act in good faith in all communications and conduct regarding One World eCom and its services, and to notify One World eCom of any disputes or concerns before making any public statements that could impact One World eCom's brand.
This obligation extends beyond the termination of this Agreement. The Merchant shall continue to refrain from making harmful or disparaging statements about One World eCom or its services after the conclusion or termination of this Agreement.
Consequences for Breach
In the event the Merchant breaches this provision:
(i) Termination of Agreement: One World eCom reserves the right to terminate this Agreement immediately, without notice.
(ii) Indemnification: The Merchant shall indemnify and hold harmless One World eCom from any damages, legal fees, costs, and expenses arising from or related to the breach of this clause.
(iii) Injunctive Relief: One World eCom may seek injunctive relief or specific performance to stop the Merchant from engaging in further harmful behavior.
(iv) Liquidated Damages: The Merchant may be liable for liquidated damages in an amount to be determined based on the harm caused by the breach, where such damages are reasonable and enforceable under applicable law.
55. Disclaimers
55.1 Disclaimers
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ONE WORLD ECOM DISCLAIMS ALL IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ONE WORLD ECOM MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES REGARDING THE USE, QUALITY, SUITABILITY, OR COMPLETENESS OF THE SERVICES OR THAT THEY WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF DEFECTS.
56 Indemnification
56.1 This Agreement states the sole, exclusive, and entire liability of One World eCom and the sole, exclusive, and entire remedy of the Merchant, with respect to any claim of patent infringement, copyright infringement, misappropriation of trade secrets, trademark infringement, or other violation of intellectual property rights arising from the Services.
56.2 By Merchant
Merchant shall defend, indemnify, and hold One World eCom harmless from any claims against One World eCom arising out of:
(i) Merchant's breach of this Agreement,
(ii) Product warranties, descriptions, suitability, merchantability, and safety,
(iii) Claims relating to the use of the Products by the end user,
(iv) Any claim relating to misuse or loss of end-user customer information by Merchant in violation of One World eCom Merchant Terms, including loss due to a security breach, including violation of PCI-DSS requirements, and/or any claim relating to privacy law violations,
(v) Any claim relating to taxes due on the transaction,
(vi) Any claim, penalty, fine, or loss relating to incorrect, unauthorized, illegal, and/or fraudulent transactions, and
(vii) Negligence or any third-party claim relating to intellectual property or proprietary rights of the Products, or acts in violation of card association rules.
Such indemnification shall include all reasonable legal fees and investigation expenses. Provided that for the foregoing:
(a) One World eCom promptly gives written notice of the claim to the Merchant,
(b) Merchant has exclusive control over the defense and settlement of the claim, and
(c) At Merchant's expense, One World eCom provides all reasonable assistance requested by the Merchant.
57 Liability for End Customer Legal Action
In the event that an end customer of the Merchant initiates any legal action, claim, or proceeding against One World eCom arising out of or related to the Products or the Merchant's activities, the Merchant shall indemnify, defend, and hold One World eCom harmless from any and all costs, expenses, legal fees, and damages incurred as a result of such legal action. This indemnification includes, but is not limited to, costs related to One World eCom's defense, settlements, judgments, and any other reasonable expenses directly or indirectly arising from such claims or actions.
The Merchant’s obligation to indemnify One World eCom shall not apply in cases where the legal action is the result of One World eCom’s gross negligence or willful misconduct. Any claims arising solely from One World eCom’s own breach of this Agreement shall remain the sole responsibility of One World eCom.
The Merchant agrees to cooperate fully in the defense of any such claims and provide all necessary assistance as reasonably requested by One World eCom to resolve the dispute.
58 Liability Limitation
58.1 Liability Limitation
(i) IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE WORLDECOM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LIABILITY THEORY, EXCEED THE ACTUAL FEES PAID BY MERCHANT TO ONE WORLDECOM UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE INCIDENT(S) GIVING RISE TO LIABILITY.
(ii) ONE WORLDECOM SHALL HAVE NO LIABILITY FOR MERCHANT'S FAILURE TO COMPLY WITH THIS AGREEMENT OR FOR ANY RESULTS CAUSED BY MERCHANT'S ACTS, OMISSIONS, OR NEGLIGENCE, OR BY ANY SUBCONTRACTOR OR AGENT OF MERCHANT OR ANY EMPLOYEE OF MERCHANT OR ANY OF MERCHANT'S AGENTS OR SUBCONTRACTORS. NOR SHALL ONE WORLDECOM HAVE ANY LIABILITY FOR THIRD-PARTY CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING OUT OF OR RELATING TO, OR IN CONNECTION WITH, MERCHANT'S PRODUCTS, DESCRIPTIONS, REPRESENTATIONS, MESSAGES, PROGRAMS, TELEPHONE CONTRACTS, PROMOTIONS, ADVERTISEMENTS, INFRINGEMENT, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR MERCHANT'S VIOLATION OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.
(iii) UNLESS THERE IS A SPECIFIC WRITTEN AGREEMENT TO THE CONTRARY, MERCHANT ACKNOWLEDGES AND AGREES THAT THE RELATIONSHIP IN CONNECTION WITH THIS AGREEMENT IS WITH ONE WORLDECOM AND NOT WITH THE ACQUIRER, CARD ASSOCIATION, OR BANK. ACCORDINGLY, MERCHANT SHALL NOT SEEK RECOURSE AGAINST THE ACQUIRER, CARD ASSOCIATION, OR BANK, AND NEITHER THE ACQUIRER, CARD ASSOCIATION, NOR BANK SHALL HAVE ANY LIABILITY TO MERCHANT FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SERVICES PERFORMED HEREUNDER.
(iv) MERCHANT WAIVES ANY CLAIM AGAINST ONE WORLDECOM, EXCEPT FOR ONE WORLDECOM'S BREACH OF THE PROVISIONS OF THIS AGREEMENT, REGARDING THE ACCEPTANCE OR REJECTION OF ANY CARD PAYMENT BY AN ACQUIRER OR THE USE OF ANY OTHER PAYMENT METHOD.
59 Exclusion of Damages
IN NO EVENT SHALL ONE WORLDECOM, NOR ACQUIRER, CARD ASSOCIATION, OR BANK, HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, GOODWILL, OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONE WORLDECOM SHALL HAVE NO LIABILITY TO MERCHANT ARISING OUT OF DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS PROVIDERS OR THE BANKING SYSTEM.
60 Liability for Third-Party Payment Processor Actions
ONE WORLD ECOM SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS INCURRED DUE TO ACTIONS TAKEN BY THIRD-PARTY PAYMENT PROCESSORS UTILIZED FOR THE MERCHANT ACCOUNT AND MERCHANT IDENTIFICATION (MID) USED IN CONNECTION WITH THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, TERMINATION OF MERCHANT ACCOUNTS, FROZEN FUNDS, IMPOSITION OF ROLLING RESERVES, DELAYS IN PAYMENTS, OR RETENTION OF FUNDS BY SUCH PROCESSORS.
61 Confidentiality
61.1 Definition of Confidential Information
As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. Information about End-User Customers is considered Confidential Information under this Agreement.
61.2 Confidentiality
The Receiving Party shall not disclose or use Confidential Information of the Disclosing Party for any purpose other than to exercise its rights or perform its obligations under the Agreement.
61.3 Compelled Disclosure
If the Receiving Party is legally compelled to disclose Confidential Information of the Disclosing Party, it may do so; provided that it gives prior notice to the Disclosing Party (to the extent permitted by law) and provides reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
61.4 Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) Confidential Information of the Disclosing Party in violation of this Agreement, the Disclosing Party shall have the right, in addition to any other available remedies, to obtain injunctive relief to prohibit such actions, with the parties expressly acknowledging that other available remedies are inadequate.
61.5 Return of Confidential Information
Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Confidential Information of the Disclosing Party (except for one archival copy for compliance purposes) or shall remove and destroy it from all media.
61.6 Survival of Confidentiality
The obligations under this article shall remain in effect for three (3) years after termination or expiration of this Agreement.
61.7 Permitted Disclosures
Notwithstanding the foregoing, One World eCom reserves the right to disclose Merchant's information to law enforcement agencies and Card Associations upon request or if One World eCom reasonably believes that the Merchant or any of its representatives was involved in violations of any law. One World eCom also reserves the right to disclose information to legal and other professional advisors acting under a duty of confidentiality, and to access and use such information to conduct investigations in cases of suspected or actual fraud, criminal activity, deception, security breaches, and/or violations of Card Association rules. Furthermore, One World eCom may use aggregated non-personally identifiable information for marketing statistics and similar purposes.
62. Term
62.1 Duration
This Agreement shall commence on the Effective Date and will continue until terminated by either party in accordance with this section. Either party may terminate this Agreement by providing the other party with at least 30 days' prior written notice of intent to terminate this Agreement, effective upon the expiration of this notice period.
The specific term of the partnership, including the initial duration and any renewal terms of this Agreement, shall be defined in the master agreement applicable to each Merchant. In the event that the master agreement does not specify a term or renewal terms, either party may terminate this Agreement by providing the other party with at least 30 days’ prior written notice of intent to terminate the Agreement.
62.2 Termination by One World eCom
62.3 One World eCom may terminate this Agreement immediately in one or more of the following cases: (i) if required by a relevant Acquirer, bank, or financial institution associated with One World eCom’s transaction process, to terminate the services to the Merchant or to suspend the Merchant's account, or if One World eCom has reason to believe that such a party may make such a request; or (ii) if One World eCom reasonably suspects that the Merchant is in violation of this Agreement, or any rules of the Card Association, PCI standards, or requirements of a relevant Acquirer, or has reason to believe that the Merchant has lost, misused, or abused any End-User Customer Information or Confidential Information, or has engaged in any case of spam or illegal marketing, directly or through a third party; or has been the subject of a data security breach; or (iii) if the Merchant has, in the sole discretion of One World eCom or an Acquirer, reached an excessive or unacceptable level of refunds, Chargebacks, and/or reversals, or if the Merchant's account status, account balance, or business pattern represents an undue risk to One World eCom and/or any Acquirer; or (iv) if the Merchant has, in the sole discretion of One World eCom or an Acquirer, or based on reasonable belief, made a misrepresentation regarding its Products, business, ownership, directors, officers, financial position, location, bank accounts, financial reports, credit history, credit report, and/or credit status; or (v) if the Merchant has, in the sole discretion of One World eCom or an Acquirer, or based on reasonable belief, submitted or attempted to submit transactions in violation of this Agreement, and/or that are prohibited, suspicious, unlawful, fraudulent, unauthorized, or potentially related to money laundering, fraud, deceit, or other illegal activities; or (vi) if the Merchant fails to promptly provide information upon request from One World eCom or an Acquirer regarding the investigation of a Chargeback, refund, fraudulent or suspicious activity or transaction, or fails to allow proper audit, inspection, or submission of relevant business and financial data, or to conduct a security audit upon request. Additionally, in such circumstances, One World eCom may immediately suspend further transactional services related to the Merchant.
62.4 One World eCom may terminate this Agreement with written notice of fourteen (14) days if One World eCom no longer supports a product category and/or MCC.
62.5 Either party may terminate this Agreement immediately by providing written notice to the other party if: (i) a party becomes insolvent or fails to pay its obligations in the ordinary course of business; (ii) a party makes an assignment for the benefit of creditors; (iii) a party files or becomes subject to a petition for reorganization, receivership, or bankruptcy under the insolvency or bankruptcy laws of a country having jurisdiction over a party (as it now is or may hereafter be constituted, including an insolvency declaration); or (iv) a party is dissolved, liquidated, or otherwise ceases or is compelled to cease conducting business.
62.5 This Agreement may be terminated immediately in the event that (i) One World eCom is deregistered by a credit card company or ceases to be an accepted customer of at least one credit card company, or if at least one Acquirer serving One World eCom is recognized by one or more credit card companies; or (ii) changes in the operational standards, data requirements, regulations, integration methods, technical, or security requirements of a relevant Acquirer make it no longer commercially feasible for One World eCom to provide services to the Merchant.
62.6 One World eCom may terminate this Agreement immediately and without prior notice or penalty if (i) in One World eCom’s discretion, such termination is necessary for One World eCom to comply with its obligations under any applicable law, regulation, or court order, including but not limited to obligations related to money laundering, rules of credit card companies, regulations of the Office of Foreign Assets Control, or if, in the opinion of one or more credit card companies or acquirer banks, the Merchant has acted in a fraudulent or otherwise unlawful manner; or (ii) in One World eCom’s discretion, the level of business risk or value presented by the Merchant is no longer acceptable.
63 Consequences of Termination.
Upon termination of this Agreement for any reason, (i) all licenses shall terminate, (ii) the Merchant shall cease using the Services (including removing all links to One World eCom's websites), (iii) both parties shall cease using the Intellectual Property of the other party, (iv) One World eCom shall deduct and offset all due fees and other amounts at the time of termination and transfer the Merchant's outstanding balance on the 15th (fifteenth) day of the month following six (6) months after termination to facilitate the handling of any Refunds and Chargebacks, provided that the Merchant has not had any Refunds or Chargebacks for two (2) consecutive months; One World eCom may, at its discretion, withhold any necessary amounts as a termination reserve for the longer of 12 months or to match the relevant reserve requirements of the Acquirer for One World eCom, from the termination date to ensure sufficient funds are in the Merchant's account to meet any financial and legal obligations related thereto; and (v) the Merchant shall remain financially responsible for any additional Refunds and Chargebacks up to and after such applicable period in (iv); and (vi) if applicable or required, One World eCom may report the Merchant and its officers to the Card Association's list of terminated merchants. In all circumstances where this Agreement is terminated by One World eCom as determined in this Agreement or the Merchant is suspended thereunder, One World eCom shall not be liable to the Merchant for any claim related to loss of business or impact on the Merchant's creditworthiness.
64 Taxes
One World eCom acts as the reseller of the Product, which enables One World eCom to manage the collection, reporting, and remittance of all applicable taxes, including VAT and Sales Tax, in countries such as, but not limited to, the United Kingdom, the European Union, and the United States, in accordance with applicable tax laws. End users who are businesses may exempt VAT charges by providing a valid VAT registration number. One World eCom will file these taxes with the respective authorities on behalf of One World eCom or the Merchant, as applicable.
Where required by law, One World eCom will withhold any necessary taxes, fees, or other applicable amounts from the sales proceeds of the Product. It is the responsibility of the Merchant to accurately categorize products as electronically delivered or otherwise, either via the One World eCom services dashboard or by providing written notice if such functionalities are unavailable. Should the Merchant miscategorize products, the Merchant shall be directly liable for any taxes due, including legal costs and interest, and shall fully indemnify and hold One World eCom harmless from any losses, fines, penalties, expenses, or legal costs resulting from such miscategorization.
65 Tax Withholdings by the End User or the Merchant
If, pursuant to any applicable law or regulation, tax must be withheld or deducted at the source from any payment made to One World eCom or owed by the Merchant or its End User, the Merchant or End User shall withhold the tax at the rate specified by the certification issued by the relevant tax authority or as determined by such law or regulation. In the event that such withholding is required, the amount paid to One World eCom shall be increased by the amount necessary to ensure that, after the withholding or deduction, One World eCom receives a net amount equal to the amount it would have received if no such withholding or deduction had been made.
66 Liability for Logistics and Shipping Services
66.1 Service by Third Parties All shipments to or from the Grantor, including the Merchant, exporter, importer, sender, receiver, owner, consignor, consignee, transferor, or transferee of the shipment, will be handled by third-party logistics providers (3PL), shipping companies, customs brokers, and/or other carriers selected by One World eCom (collectively, “Third Parties”). Unless One World eCom directly handles the physical transportation or storage of the shipment, One World eCom shall not be held liable for any loss, damage, or delay to the goods while under the custody, possession, or control of such Third Parties.
One World eCom undertakes only to use reasonable care in selecting these Third Parties for the transportation, cartage, handling, and delivery of goods. Any issues regarding damage, delay, or loss must be directed toward the Third Parties involved, and One World eCom shall not be liable for such incidents.
66.2 Liability Limitation of Third Parties One World eCom is authorized to select and engage Third Parties to transport, store, or otherwise handle goods. One World eCom assumes no liability for damages, losses, expenses, or delays while goods are in the possession of Third Parties. Any claim for damages must be made against the Third Parties involved, and all terms governing the transport, handling, and storage of goods by Third Parties shall apply.
66.3 Choosing Routes or Agents Unless the Merchant provides express instructions in writing, One World eCom has complete freedom to choose the means, routes, and procedures for handling, transporting, and delivering goods. Any notification to the Merchant regarding the selection of a particular carrier or firm does not constitute a warranty or representation regarding the performance of such Third Parties.
66.4 Importer of Record One World eCom is not automatically designated as the Importer of Record but may assume this role as necessary. In cases where One World eCom acts as Importer of Record, it will ensure compliance with all applicable import regulations and pay all import duties, VAT, and other applicable taxes. These costs will be billed to the Merchant. One World eCom is not liable for delays, lost goods, or additional costs caused by customs issues or non-compliance by the Merchant. The designation of One World eCom as Importer of Record will be documented in writing if applicable.
66.5 Exporter of Record for DDP Shipments For Delivered Duty Paid (DDP) shipments, One World eCom may act as the Exporter of Record for the Merchant. In such cases, One World eCom will be responsible for ensuring compliance with export regulations, paying export duties and taxes, and managing all necessary documentation. These costs will be billed to the Merchant. One World eCom will not be liable for delays, lost shipments, or any damages occurring during transit that are caused by third-party logistics providers or customs authorities.
66.6 Insurance If the Merchant requires insurance for the goods in transit, this must be requested in writing and agreed upon by One World eCom prior to shipment. One World eCom does not automatically arrange insurance coverage for goods, and any request for insurance must be paid for by the Merchant. One World eCom will not be liable for any losses or damages to the shipment unless insurance has been specifically arranged and accepted in writing by both parties.
66.7 Limitation of Liability ONE WORLD ECOM SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE INCURRED AS A RESULT OF THE ACTIONS OR OMISSIONS OF THIRD-PARTY LOGISTICS PROVIDERS (3PL), SHIPPING COMPANIES, OR CUSTOMS BROKERS. THIS INCLUDES, BUT IS NOT LIMITED TO, LOST OR DAMAGED PACKAGES, DELAYS IN SHIPPING, FAILURE TO DELIVER, OR IMPROPER HANDLING OF GOODS. ONE WORLD ECOM SHALL ONLY BE LIABLE FOR ITS DIRECT ACTIONS WHEN HANDLING GOODS AND ONLY TO THE EXTENT OUTLINED IN THE RELEVANT TERMS OF THIS AGREEMENT.
66.8 Indemnification for Freight and Duties In the event that any third-party carrier, government agency, or other entity makes a claim or initiates legal action regarding freight, duties, fines, penalties, or other charges, the Merchant shall indemnify and hold One World eCom harmless from any liabilities or costs incurred. This indemnification includes, but is not limited to, costs, legal fees, and any penalties imposed by customs authorities or other agencies related to the import, export, or transportation of goods.
66.9 Transfer of Responsibilities:
In the event that the Merchant provides incomplete, inaccurate, or misleading information or documentation related to the shipment, the Merchant shall bear full responsibility for any delays, penalties, fines, or additional costs incurred. One World eCom reserves the right to transfer any such liabilities, penalties, or costs arising from non-compliance directly back to the Merchant. The Merchant shall indemnify and hold One World eCom harmless from any damages, costs, or legal actions resulting from such issues.
66.10 Product Compliance:
The Merchant is solely responsible for ensuring that all imported products comply with the import regulations of the destination country. This includes, but is not limited to, ensuring that the products meet applicable safety, labeling, and certification standards. One World eCom assumes no liability for non-compliant products and any penalties, seizures, or delays that may result from such non-compliance. The Merchant agrees to bear any costs, including fines or penalties, related to non-compliance with local laws or regulations.
66.11 Risk of Seizure or Confiscation:
One World eCom shall not be liable for any loss, seizure, or confiscation of goods by customs authorities due to the Merchant’s failure to comply with relevant regulations, including but not limited to, providing correct and complete documentation. Should such a seizure or confiscation occur, the Merchant will bear all associated costs, including storage fees, penalties, and legal expenses. One World eCom will endeavor to assist where possible, but the Merchant accepts full responsibility for any related losses.
67 Other Taxes
Taxes such as income tax, duties, and VAT payable on any payments made by One World eCom to the Merchant are the sole responsibility of the Merchant. One World eCom assumes no liability for such taxes.
68 Tax Filings, Reporting, and Changes in Tax Legislation
It is the sole responsibility of the Merchant to file tax returns and report any taxes to the relevant authorities in compliance with applicable laws. In the event of changes in tax legislation, the Merchant is responsible for adjusting its processes and procedures to ensure compliance with the new legal requirements.
69 Appointment
You appoint One World eCom as your non-exclusive reseller of the Product across all territories. You will ensure that One World eCom’s role as the reseller is appropriately reflected on your website, in a format agreed upon by both parties.
You acknowledge and agree that since One World eCom is the seller of the Product to the Buyer, you shall not issue any invoice or demand payment directly from the Buyer in any Transaction. If you agree with the Buyer to issue a refund or repay any part of the SRP (Suggested Retail Price), you will not make this payment directly to the Buyer. Instead, you will notify One World eCom of the agreed refund, and One World eCom will process the relevant payment.
ONE WORLD ECOM SHALL HAVE NO LIABILITY FOR ANY FAILURE BY THE MERCHANT TO COMPLY WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY THE MERCHANT, ITS ACTIONS, OMISSIONS, OR NEGLIGENCE, OR ANY SUBCONTRACTOR OR AGENT OF THE MERCHANT, OR ANY EMPLOYEE OF THE MERCHANT OR ANY OF THE AGENTS OR SUBCONTRACTORS OF THE MERCHANT, NOR SHALL ONE WORLD ECOM HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS ARISING OUT OF OR IN CONNECTION WITH, OR RELATING TO, THE MERCHANT'S PRODUCTS (EXCEPT AS MAY BE POSSIBLE BY ONE WORLD ECOM ACTING AS MERCHANT OF RECORD), MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISEMENTS, INFRINGEMENTS, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR VIOLATION OF COPYRIGHTS, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.
70 Dormant Accounts
If there are no sales for a period of six (6) consecutive months (the “Dormancy Period”) and an outstanding Merchant Fee is due to you, One World eCom reserves the right to charge you an account dormancy charge (the “Dormancy Charge”) and/or deactivate your Merchant Account. In addition, Dormant Supplier Accounts with a negative balance and no sales activity in the preceding 15 days may be deactivated immediately.
For any questions or complaints, please contact us at: support@oneworldecom.com