Enabling funds transfers via the VEPAY Processing Centre
Terms and Definitions
Bank Card / Card
A bank card issued by a Russian bank that is a member of the Payment Systems; also a bank card that does not belong to any Payment System, is issued by the Bank and accepted only by the Bank’s equipment.
The agreement on payment services, technical support services and informational and technological interaction signed between the Bank, the Processing Centre and the Organisation through the Organisation’s accession to these Terms.
Request for Accession
A request for accession to these Terms filled out in the form required by the Bank and signed by the Organisation with a view to becoming a party to these Terms.
An individual who holds a Bank Card issued by a Russian bank and is a customer of the Organisation.
A legal entity / sole trader that has become a party to these Terms with a view to making Transfers.
Actions taken by the Bank to carry out the Organisation’s / Customer’s instructions by acceptable non-cash transaction methods: to transfer funds from the Organisation’s account to a Customer by using the Customer’s Bank Card details / to transfer funds from a Customer to the Organisation’s account by using the Bank Card details / to transfer funds from the Organisation’s account within the Bank of Russia’s Payment System (including the Faster Payments System).
The Visa Global Payments System, MasterCard Global Payments System, MIR Payment System, and Bank of Russia’s Faster Payments System.
The procedure for technical interaction published by the Processing Centre at www.vepay.online.
Hardware and Software Suite / HSS
The hardware and software suite of the Processing Centre used by the Parties for informational and technological interaction under this Agreement.
VEPAY, which provides technical support and enables information and technological interaction of the Parties while making transactions under the Agreement.
Bank Card Details
The card number, expiration date, CVV code, holder name, or a card account number (with the details of the bank where the account is opened, if required), or the card number (16-digit, 13-digit or other digit number) used to send Transfer Instructions.
The Organisation’s current account at the Bank specified in the Application Request and used to withdraw the Organisation’s funds and the Bank’s fees and to credit the Customers’ funds during Transfers.
An account where the Organisation maintains a cash deposit to provide a financial guarantee for the performance of obligations and secure Transfers.
The cost of the services specified in the Application Request and provided by the Processing Centre / the Bank under the Agreement.
Personal Data Verification
A set of measures to verify the validity of an individual’s last name, first name, patronymic name and ID document series and number in order for the Organisation to perform simplified identification of individuals pursuant to Federal Law No. 115-FZ ‘On Countering Money Laundering and Financing of Terrorism’ using the data from the information systems maintained by government authorities, the Pension Fund of the Russian Federation, and the Federal Compulsory Medical Insurance Fund.
Payment System Regulations
A collection of documents regulating the activity of payment system members.
Card Issuer / Issuer
A lending institution that issues cards and makes payments under card transactions.
Subject of the Agreement
The Bank provides the following services:
Carries out the Organisation’s instructions for funds transfer from its Account / Collateral Account to the Customers using the Customers’ Bank Card details
Enables funds transfers from Customers to Accounts using the Customers’ Bank Card details
Conducts Personal Data Verification at the Organisation’s request
Enables funds transfers from the Organisation’s account within the Bank of Russia’s Payment System (including the Faster Payments System)
Communicates the details of the Transfers made using the Customer’s Bank Card details and the results of the Personal Data Verification to the Organisation
The Processing Centre undertakes to provide technical support and information and technological interaction services to collect, process and transmit the details of the Transfers made under this Agreement and fulfil other obligations stipulated by this Agreement and Annexes hereto.
The Organisation provides complete and reliable information and documents for the collection, processing and transmission of the details of the Transfers made under this Agreement.
The Processing Centre charges a fee for the services provided to the Organisation according to the rates specified in the Application Request. The Organisation pays for the the services of the Processing Centre pursuant to the terms and procedures set forth in this Agreement and Annexes hereto.
In order to make payments under this Agreement, the Parties exchange Transfer details in the form of electronic documents generated and sent in line with the Rules in force at the time of the exchange, using the hardware and software tools of the Processing Centre.
Under this Agreement, the Parties act on their own behalf and in their own interest and shall not carry out instructions of third parties.
The Bank and the Processing Centre do not act as tax agents for the Organisation and Customers and do not have an obligation to calculate, withhold and pay taxes to the budget of the Russian Federation arising in connection with the financial activities of the Organisation and/or the Customers.
To meet the requirements of Part 3, Article 6 of Federal Law No. 152-FZ ‘On Personal Data’, the Organisation entrusts the Bank and the Processing Centre for the purposes of this Agreement to process the personal data of Customers as personal data subjects, in particular, to collect, record, systematise, accumulate, store, clarify (update, modify), extract, use, anonymise, block, delete and destruct.
Conclusion of the Agreement
These Terms of funds transfer services using bank card details (hereinafter, the Terms) are standard for all Organisations and govern the provisions of the Accession Agreement concluded between the Bank, the Processing Centre and the Organisation in line with Clause 1, Article 428 of the Civil Code of the Russian Federation.
The Agreement is concluded by way of the Organisation’s accession to these Terms as follows:
The Organisation fills out and signs the Request for Accession and sends it to the Processing Centre along with the documents required by the Bank.
The Processing Centre and the Bank consider the Organisation’s Request for Accession, which contains the Organisation’s offer to conclude the Agreement as per these Terms and pay the commission fee specified in the Request for Accession.
In case the Processing Centre and the Bank decide to conclude the Agreement, the Bank opens a Collateral Account for the Agent, and the Processing Centre provides the Agent with access to HSS.
By concluding this Agreement the Organisation accepts these Terms in their entirety, agrees with them and undertakes to strictly adhere to them.
The Bank and the Processing Centre are entitled to unilaterally amend the Terms by publishing information on their official websites no later than thirty (30) calendar days before such amendments come into effect.
The Organisation undertakes to: Send Transfer Instructions to the Processing Centre in the agreed formats using the agreed data transmission tools and channels in line with the Rules.
Maintain the sufficient balance in the Account / Collateral Account required to make Transfers to Customers and pay a fee to the Bank under the Agreement. The Bank accepts Transfer Instructions for execution if there are sufficient funds in the Account / Collateral Account.
Pay the Processing Centre a commission fee specified in the Request for Accession pursuant to Section 4 of the Terms. The Processing Centre’s fee is not subject to VAT pursuant to Clause 3, Article 149 of the Tax Code of the Russian Federation.
Independently and at its own expense provide communication channels and software required for information exchange with the Processing Centre in line with the Rules.
While exchanging information with the Bank, ensure protection of the information from unauthorised access pursuant to the current version of the the Payment Card Industry Data Security Standard (PCI DSS).
Pursuant to Federal Law No. 115-FZ ‘On Countering Money Laundering and Financing of Terrorism’ dated August 07, 2001, within 2 days of receipt of a written request from the Bank, submit to the Bank the documents proving that the Organisation has performed identification of the Customers to whom it makes Transfers; also, upon request of the Bank, submit information about the Customers to whom the Organisation makes Transfers (full name, identity document details, address of residence, etc.).
Indemnify the Bank for any fines paid and other expenses of the Bank related to card transfers under the Agreement (if the Bank provided the Organisation with the documents confirming such expenses) pursuant to the procedure set forth in Section 4 of the Terms if the Payment Systems impose a fine on the Bank for making Transfers using the details of fake, lost or stolen cards; making Transfers to pay for the goods/services banned for sale by the Russian law and banned for sale online according to the Rules of the Payment Systems; making Transfers to pay for the goods/services that do not belong to the category of goods/services declared in the Request for Accession; posting banned graphic images and/or textual content (pornographic, drug-related, political, nationalistic, etc.) on the Organisation’s website, or links to such content; and for other reasons as defined by the Rules of the Payment Systems.
Independently and on its own behalf take steps to identify the last name, first name, patronymic name and ID document series and number of individuals with a view to sending a request to the Organisation??? for Personal Data Verification.
The Organisation is entitled to
Receive back the collateral in the amount exceeding the Organisation’s debt to the Bank under the Agreement (including in case of early termination of the Agreement). In this case, the Organisation sends an application to the Bank in the form prescribed by the Bank to have the collateral transferred to the Account. Upon verifying if the amount specified by the Organisation in its application corresponds to the unused collateral amount, the Bank transfers the funds to the account specified by the Organisation within three (3) business days of receipt of the Organisation’s request to return the unused part of the collateral.
The Bank undertakes to:
Accept the Organisation’s Transfer Instructions as agreed by the Parties in line with the Rules.
Exchange information on Transfers with the Processing Centre.
Make Transfers according to the Organisation’s / Customer’s Instruction within one (1) business day following acceptance of the Instruction from the Organisation / Customer.
Provide the Organisation / Processing Centre with detailed statements on Transfers upon their request.
Store the information on Transfers in electronic data bases for at least five years after termination of the Agreement.
Communicate any changes in the status of Transfers to the Processing Centre in the agreed form using the agreed data transfer means and channels, and in the event of the lack of access to the agreed data transfer channels, using any communications means available to the Bank, immediately upon receipt of the corresponding information from the Payment Systems.
For the purposes of Personal Data Verification, take technical measures to send requests via the Unified System of Interagency Electronic Interaction to the information systems maintained by government authorities, the Pension Fund of the Russian Federation, and the Federal Compulsory Medical Insurance Fund to validate the data provided by individuals pursuant to Federal Law No. 115-FZ ‘On Countering Money Laundering and Financing of Terrorism’.
The Bank is entitled to:
In order to make Transfers, issue technical virtual Bank Cards to the Account / Collateral Account (if necessary) on its own initiative. The details of these cards can only be used for transactions specified by Clause 1.1 of the Terms.
The Processing Centre undertakes to:
Collect, process and send out Transfer information to all the parties engaged in the settlement process in line with the Rules.
Ensure the operation of HSS at its operating facilities (using its resources), provide technical support of distributed HSS components on the Parties’ equipment in line with the Russian law, and inform the Bank immediately should any technological risks, security threats or HSS malfunctions arise.
Provide the Bank and the Organisation with processed yet accurate and flawless information on Transfers and transactions made under this Agreement in line with the Rules.
Ensure safety and consistency of the information on transactions generated by HSS to make Transfers and store such information digitally at least five (5) years from the dates of Transfers.
Notify the Bank and the Organisation immediately of any known HSS malfunctions, which may result in the delayed transmission of information about the Transfers made under this Agreement.
Independently and at its own expense provide communication channels and software required for information exchange with the Bank.
While exchanging information with the Bank, ensure protection of the information from unauthorised access pursuant to the current version of the the Payment Card Industry Data Security Standard (PCI DSS).
Pursuant to Federal Law No. 115-FZ ‘On Countering Money Laundering and Financing of Terrorism’ dated August 07, 2001, within 2 days of receipt of a written request from the Bank, submit to the Bank the documents proving the identification of the Customers to whom the Organisation makes Transfers; also, upon request of the Bank, submit information about the Customers to whom the Organisation makes Transfers (full name, identity document details, address of residence, etc.).
The Processing Centre is entitled to:
Make changes and additions to the software components of HSS following a change in the information and technological interaction procedure as defined in this Agreement and its Annexes by notifying the Organisation of the changes to be made at least fifteen (15) calendar days prior to introducing the changes.
Suspend the information and technological services under this Agreement as follows: in case of technical malfunctions in HSS, suspend the services on the day the malfunctions are detected; in case of unauthorized access of third parties to HSS and violation of confidentiality, integrity and availability of the information transmitted under this Agreement; the Organisation’s failure to provide complete and accurate information and documents or its failure to fulfil or improper fulfilment of the terms of this Agreement, including the document flow procedure established to make settlements related to Transfers; and in case of scheduled maintenance of HSS, suspend the services notifying the Organisation two (2) business days prior to the expected date of such maintenance.
Agree with the Organisation the terms and conditions of additional services directly or indirectly related to HSS or other information and technological interactions required by the Organisation within the scope of its business activities specified in the preamble to this Agreement.
Amend the Pricing unilaterally having notified the Organisation in writing at least one (1) month before the effective date of the amendments. The amendments become effective on the date specified by the Processing Centre in the notification.
The Organisation pays the remuneration to the Processing Centre for technical support services and information and technological interaction services provided under this Agreement based on the rate for each completed Transfer according to the Pricing. The Processing Centre’s remuneration is debited from the Account / the Collateral Account based on the Processing Centre’s payment demand without an additional instruction from the Organisation against the banker’s acceptance previously issued by the Organisation.
The funds transferred by Customers to the Organisation under the Agreement are credited by the Bank to the Account / Collateral Account.
The funds transferred by the Organisation to Customers under the Agreement are debited by the Bank from the Account / Collateral Account based on the Transfer Instruction given by the Organisation under the Agreement. Funds are debited from the Account / Collateral Account either on the date when the Transfer Instruction is submitted or when the Transfer is finally settled with the Payments Systems and funds are successfully credited to the recipient’s bank card (the Bank must notify the Organisation of such Transfers).
No later than within five (5) business days of the month following the reporting month, the Processing Centre sends an electronic version of the Report for the reporting month in the form specified by Annex No. 1 to the Offer to the Organisation’s email address stated in Section 1 of the Request for Accession to the Terms of arranging funds transfers via the Processing Centre.
Not later than within five (5) business days of receiving the Report, the Organisation must approve, sign and send the Report to the Processing Centre, or, in case of disagreement with the data specified in the Report, it must submit its reasoned objections to the Processing Centre. In case of the Organisation’s failure to submit its reasoned objections and the signed Report in due time, the Report is deemed to be accepted by the Organisation without any objections.
The settlements with the Organisation related to cancellation (chargeback) of completed Transfers are made after the cancelled (chargeback) Transfers have been finally settled with the Payment Systems.
If the balance of the Account / Collateral Account is not sufficient to fulfil the terms of the Agreement, the Organisation entitles the Bank to charge any accounts of the Organisation at the Bank for the deficient amounts without any additional instruction from the Organisation (against the previously issued banker’s acceptance).
When the deficient amounts are debited from the Organisation’s accounts held with the Bank in foreign currency, the Organisation instructs the Bank to sell the foreign currency from its accounts not later than the next transaction day under the Bank’s forex transaction terms effective on the date of the transaction and to credit the proceeds of the forex exchange transaction to the Account / Collateral Account held in the Russian currency.
In case there are insufficient funds in the Organisation’s accounts to pay the remuneration to the Bank under the Agreement and/or it is impossible to charge the Organisation’s accounts with the Bank against the previously issued banker’s acceptance, the payment must be made based on an invoice issued by the Bank within five (5) business days of the invoice date. If the Organisation fails to pay the invoice in due time, the Organisation must pay the Bank a penalty of 0.1% of the outstanding amount for each day in arrears, provided that it received the Bank’s written request to pay the penalty.
The Bank is entitled to suspend its services and not to reimburse the Organisation for completed transactions in the following cases: the Organisation refunds the Bank in cases stipulated in Clause 4.9 of the Terms; the Organisation repays the amounts of chargeback, Transfer and other disputable transactions as defined by the Payment System Regulations (net of the Processing Centre’s commission fee); the Organisation repays the funds to the Bank credited by the Bank to the Organisation’s accounts without any statutory or contractual grounds; the Organisation repays to the Bank the amount of a fine imposed on the Bank by the Payment Systems according to the Payment System Regulations.
Disputable payments, chargebacks
In case the Transfer amounts have already been credited to the Account, the Bank is entitled to withhold these amounts in the following cases: the Transfer has been made in breach of the terms of this Agreement; the Bank receives a notification, including by email, from the Payment System or the Issuer stating that the completed Transfer is classified as FRAUD; following an inspection conducted by the Bank or the Issuer, the Bank Card has been recognised as fake, stolen or lost at the time of the Transfer.
The Bank is entitled to postpone crediting the Transfer amount to the Organisation’s account for one hundred and eighty (180) calendar days (during which time the Issuer is entitled to file a claim on the Transfer according to the Payment System Regulations) if the Bank has received a notification, including by email, from the Payment System or the Issuer stating that the completed Transfer is classified as FRAUD and/or if the Organisation has violated the Terms. Upon expiry of the above period, the Bank makes a decision to credit or refuse to credit the Transfer amount to the Account based on the information received from the Payment System (Issuer). The Organisation bears all the Bank’s expenses associated with the Transfer amount chargeback to the Issuer.
In case the Issuer requests the Bank to charge back the Transfer amounts that have already been credited to the Organisation’s Account, the Organisation must reimburse the Bank for these Transfer amounts. The Bank is entitled to request the Organisation to reimburse the Bank for such Transfers, including as required by Clauses 4.3–4.8 of the Terms, within one hundred and eighty (180) days of termination of the Agreement.
The Organisation is entitled to make reasonable claims to the Bank regarding the funds credited to or debited from the Account / Collateral Account within thirty (30) calendar days of the credit/debit date. Otherwise, the settlements between the Parties are deemed to be confirmed.
When funds are credited to the Organisation’s account held at another lending institution, the Bank charges a fee according to its approved and applicable Pricing for services provided by TRANSKAPITALBANK to legal entities and sole traders.
Information received by the Parties in the course of the Agreement performance and not meant by the disclosing Party for advertising purposes is deemed confidential.
The Parties undertake to take all reasonable and sufficient efforts to ensure that the confidential information is not disclosed to third parties.
The Parties guarantee confidentiality of the information and messages received by them in the course of the Agreement.
The Parties agree to secure mutual approval for disclosure of any information related to their cooperation, regardless of the form or means of information disclosure.
The Parties agree not to publish the Parties’ trademarks in any advertising and information materials, mention them in mass media, including information and journalistic publications, or post them on any internet resources, unless the information placement, content and format are approved in advance by the relevant Party.
Liability of the Parties
The Parties are liable under the applicable law of the Russian Federation for their failure to perform their obligations under the Agreement or improper performance thereof. Each Party shall indemnify the other Party in full for any actual documented losses incurred due to the Party’s failure to perform its obligations under the Agreement or improper performance thereof.
The Organisation guarantees that funds transfers to Customers or from Customers under the Agreement are made in line with Federal Law No. 115-FZ ‘On Countering Money Laundering and Financing of Terrorism’ dated August 07, 2001, and the Organisation is fully liable for its failure to comply with this requirement, including full indemnity to the Bank for any losses incurred due to the Organisation’s failure to comply with this requirement.
The Parties shall not be held liable for partial or complete failure to perform their obligations under the Agreement if this failure is caused by force majeure circumstances which have arisen after signing the Agreement due to emergencies that the Party was unable to foresee or prevent by any reasonable efforts.
Should any circumstances specified in this clause arise, the Party rendered unable to perform its obligations under the Agreement shall notify the other Party of it within five (5) business days, enclosing documentary proof of such circumstances.
Term of the Agreement
The Agreement shall come into effect upon its signing according to the procedure set forth in Clause 2 of these Terms and shall be effective during an indefinite period. Each Party is entitled to terminate the Agreement unilaterally out of court, notifying the other Parties not later than twenty (20) calendar days prior to the expected date of such termination.
The termination notice must be sent by mail (with return receipt requested) or by a courier service.
Any amendments and additions to this Agreement shall not become effective until they are documented in writing, signed by the authorized persons of the Parties and stamped by the Parties’ seals, except in cases set forth hereunder.
The termination of the Agreement shall not release the Parties from their obligations that have arisen prior to the date of its termination.
Settlement of disputes
Any dispute arising out of the Agreement or pertaining to its performance is subject to settlement first and foremost under the complaint procedure.
The Party which has received a complaint from the other Party shall either meet the demands specified in the complaint within ten (10) business days or send a reasoned refusal to the other Party. All the required documents must be enclosed with the reply.
In case the dispute fails to be settled under the complaint procedure, it must be settled at the Moscow Arbitration Court.
The Parties shall immediately notify one another in writing of any changes in their names, registered addresses, bank details and other details and of any other circumstances that may have a significant effect on the performance of the Parties’ obligations under the Agreement.
The Parties acknowledge that the tools and technologies for data processing, storage, communication and protection used for the purposes of the Agreement and in accordance with the Rules ensure encryption, data integrity mechanisms and issuance of Transfer Instructions and are sufficient to protect information from unauthorized access, authenticate and confirm integrity and sources of Transfer Instructions, and ensure reliable and efficient operation and conflict resolution.
Transfer Instructions issued by the Organisation under the Agreement in accordance with the Rules shall be deemed signed with an electronic signature which has the characteristics of the enhanced encrypted non-certified digital signature determined by the laws and regulations of the Russian Federation.
The Parties acknowledge all the Transfer Instructions issued in accordance with the Rules as equivalent to documents made in writing in hard copy, signed with a handwritten signature and stamped (if applicable), as legally valid, confirming legal relations between the Parties and creating rights and obligations of the Parties identical to those created by such documents.
The Parties also agree not to dispute legality and validity of the said documents on the basis of their electronic format alone. Transfer Instructions issued in breach of the Rules shall have no legal effect and shall not be reviewed or executed by the Bank.
The Parties acknowledge that the use of the worldwide public access telecommunications network (the internet) may lead to interruptions in acceptance and processing of Transfer Instructions, caused by failure of telecommunications equipment used by telecom providers, as well as by other causes. The Parties shall use all available means of protection against such risks.
The Parties acknowledge Moscow Standard Time as the common time scale for operation under the Agreement. The system clock of the Bank’s hardware is used as reference.
The addresses the Processing Centre
The Processing Centre Limited Liability Company ‘FAST PAYMENT PROCESSING COMPANY’
17 Butlerova St, Office 80, Moscow 117342
40701810801500000482 at the Tochka Branch of Public Joint-Stock Company ‘Bank Otkritie Financial Corporation’
Corr. account No. 30101810845250000999
INN: 7728487400, KPP: 772801001
Phone: +7 499 954 8495