Terms & Conditions

This Agreement ("Agreement") sets forth the terms and conditions under which BuckDaddy ("BuckDaddy") shall provide payment gateway services to the Merchant ("MERCHANT").

I. General Provisions

• A. Data Security and Confidentiality. BuckDaddy and MERCHANT shall at all times ensure the security and confidentiality of all data and information ("Confidential Information") obtained from any party involved in transactions facilitated hereunder. BuckDaddy shall require specific data input from the Client/Shopper ("CLIENT/SHOPPER") for identity authentication and authorization of access to their financial sources. Both BuckDaddy and MERCHANT are obligated to maintain the security and confidentiality of such CLIENT/SHOPPER information. In the event the security or confidentiality of CLIENT/SHOPPER information is compromised or threatened, BuckDaddy reserves the right to suspend the payment gateway facility until such time as the threat or deficiency is remedied to BuckDaddy's sole satisfaction.
• B. Client Input of Financial Details. The BuckDaddy payment interface is exclusively designed for direct input of financial details by the CLIENT/SHOPPER. To preserve security, privacy, and confidentiality, MERCHANT is expressly prohibited from entering data on behalf of any CLIENT/SHOPPER.
• C. Suspension of Services. BuckDaddy retains the right to suspend, either temporarily or permanently, the provision of BuckDaddy services to MERCHANT in instances of high fraud rates, unethical business practices, breaches of the terms and conditions stipulated herein, or any other unauthorized use of the service. MERCHANT shall provide a written explanation or clarification prior to any reactivation of services. Should MERCHANT's explanation satisfactorily address all concerns, BuckDaddy shall endeavor to reactivate services within twenty-four (24) hours.
• D. Transaction Reporting and Settlement. All MERCHANT transactions processed by BuckDaddy shall be included in reports and electronic files generated by BuckDaddy, containing the minimum information mutually agreed upon by BuckDaddy and MERCHANT. Payment transactions shall be settled in accordance with the terms specified in the "Service Quotation."
• E. Joint Marketing Efforts. MERCHANT and BuckDaddy shall collaborate in joint marketing endeavors to promote BuckDaddy to their respective CLIENTs.
• F. Record Retention. Both parties shall retain copies of reports and files for reconciliation and future reference for a minimum period of six (6) months from the respective transaction date.
• G. Payment Method Modifications. BuckDaddy reserves the right to add, modify, or remove payment methods from its platform without prior notice, subject to the terms and conditions of its payment partners and any subsequent modifications. Notwithstanding the foregoing, BuckDaddy shall provide due notice to MERCHANT of any such changes.
• H. Withholding of Settlement Funds. BuckDaddy further reserves the right to withhold settlement funds due to a high fraud rate, any unethical business practice, violation of the terms and conditions defined in this Agreement, or any other unauthorized use of the service.

II. Responsibilities of Merchant

• A. Interface Setup. MERCHANT shall establish and maintain an interface to connect its website to the BuckDaddy payment system to facilitate payments via BuckDaddy. Unless otherwise mutually agreed, MERCHANT shall bear all costs associated with hardware, software development, routers/modems, leased lines for production and testing/back-up purposes, and any other items necessary for the integration of the MERCHANT system with BuckDaddy services.
• B. Permitted Use of Service. MERCHANT agrees that the BuckDaddy service shall be utilized exclusively for the website, products, and services as defined in the "Service Specification." Any proposed changes to these details require prior written notification to and clearance from BuckDaddy. Failure to comply may result in the suspension or termination of BuckDaddy services by BuckDaddy, following proper investigation and notice to MERCHANT.
• C. Prohibited Activities. MERCHANT is strictly prohibited from utilizing the BuckDaddy service to receive payments for: narcotics; unauthorized gaming; objectionable sexual materials, including but not limited to child pornography; products infringing upon any third party's copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; or any other products or services proscribed by applicable law. MERCHANT acknowledges and agrees that any damages incurred by BuckDaddy as a result of such prohibited activities, including fines and related legal expenses, shall be payable by MERCHANT.
• D. Cut-Off Time Adherence. MERCHANT shall adhere to the BuckDaddy cut-off time, if defined in the Service Specification, for purposes of transaction reporting, settlement, and reconciliation.
• E. Erroneous Payments/Fraudulent Transactions. In the event a CLIENT's account requires a credit reversal due to erroneous payment or fraud, MERCHANT explicitly agrees to BuckDaddy deducting the contested amount from unsettled transactions due to MERCHANT. Should unsettled transactions prove insufficient to cover the amount to be credited back, MERCHANT agrees to remit the outstanding balance to BuckDaddy immediately upon demand.
• F. Application of Payments and Risk. MERCHANT shall ensure the accurate application of customer payments. MERCHANT assumes all risk and legal consequences associated with non-delivery or erroneous delivery of products/services, non-application or erroneous application of payments, or erroneous refund advice.
• G. Customer Support. MERCHANT shall establish and operate a dedicated Help Desk to address all customer queries and complaints related to online product/service purchases and payments via BuckDaddy. MERCHANT shall prominently display the Help Desk's contact details on its website, including, at a minimum, office address, email address, and telephone numbers.
• H. Merchant's Financial Risk. MERCHANT shall bear the financial risk of errors or fraud committed by its CLIENTs, employees, and suppliers. Accordingly, BuckDaddy shall not be liable for reimbursements, payments, set-offs, or deductions for amounts erroneously or fraudulently obtained by such third parties.
• I. Intellectual Property Rights. MERCHANT acknowledges that all copyrights, designs, trademarks, and other intellectual property rights embedded within the information, text, graphics, scripts, software, technology, music, sound, photographs, or any other materials or works used on, comprised in, or contained within the BuckDaddy Solutions, BuckDaddy Technologies, BuckDaddy software, and the BuckDaddy Marks (collectively, "the Materials") are the sole and exclusive property of BuckDaddy and/or its licensors. MERCHANT further undertakes not to challenge, dispute, or question such sole and exclusive proprietary rights.
• J. Restrictions on Use of Materials. MERCHANT further agrees and undertakes that, save as expressly permitted in this Agreement by BuckDaddy, it shall not, without BuckDaddy's prior written consent: reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink, transmit in any manner or by any means, or store in an information retrieval system any part of the BuckDaddy Website or the Materials; or create or use derivative works from the Materials or create any hyperlink of any sort or manner to or from the BuckDaddy Website from or to any other website or use any part of the Materials contained at the BuckDaddy Website or any other server.
• K. BuckDaddy Brand Promotion. MERCHANT shall apprise its CLIENTs of the BuckDaddy service by prominently displaying the BuckDaddy logo within the MERCHANT website, particularly on screens where payments are prompted and processed, and in any of its advertisements and marketing communication materials, regardless of form or medium. BuckDaddy hereby grants MERCHANT a limited, non-exclusive right to use the BuckDaddy logo for this specific purpose.
• L. Integration and Policy Adherence. MERCHANT shall offer the BuckDaddy facility as an integral component of its own product/service. In all instances, MERCHANT shall coordinate with BuckDaddy and enforce BuckDaddy's policies, standards, and procedures across its client base.
• M. Reconciliation and Liability for Billing Discrepancies. MERCHANT shall ensure that all payments are accurately recorded in its financial books in conformity with the amounts stated in BuckDaddy's reports. If, for any reason not attributable to BuckDaddy's fault or negligence, MERCHANT issues a billing or terminates its agreement with a partner or a CLIENT whose account has been settled through BuckDaddy, MERCHANT shall be solely liable for any resulting damages.
• N. Indemnification for Claims. With its prior consent, MERCHANT hereby undertakes to reimburse, upon demand, BuckDaddy for any amount BuckDaddy may pay in settlement of a claim, should damages be claimed against BuckDaddy and BuckDaddy elects to settle the claim, irrespective of whether judicial action was initiated; provided that the event forming the basis of such claim was not due to any fault or negligence on the part of BuckDaddy or its employees.
• O. Billing Discrepancy Resolution. Any discrepancy between the billing amount and the amount paid by the CLIENT, as well as any complaint arising from billing by MERCHANT to its CLIENTS, shall be referred to MERCHANT for immediate investigation and resolution.
• P. Payment Adjustment Concession. MERCHANT shall allow BuckDaddy the concession of making necessary adjustments within one (1) week without adverse consequence to the CLIENT or any liability on BuckDaddy for payments not credited, provided that the delay in crediting was unavoidable or beyond BuckDaddy's control.
• Q. Service Fees. MERCHANT shall pay BuckDaddy the fees stipulated in the "Service Quotation" for the utilization of the BuckDaddy Solution through existing and future payment channels.

III. Responsibilities of BuckDaddy

• A. Infrastructure Operation and Maintenance. BuckDaddy shall operate and maintain the BuckDaddy infrastructure twenty-four (24) hours a day, seven (7) days a week.
• B. Systems Documentation and Support. BuckDaddy shall provide MERCHANT with relevant systems documentation of its existing infrastructure to enable MERCHANT to develop the requisite interface programs. BuckDaddy shall support MERCHANT through all phases of systems development and project implementation.
• C. Payment Processing. BuckDaddy shall accept and process payments through the channels available via BuckDaddy.
• D. Account Crediting. BuckDaddy shall credit MERCHANT's account for payments and collections received through BuckDaddy as a result of payments initiated from the MERCHANT website.
• E. Statement of Account. BuckDaddy shall provide MERCHANT with a Statement of Account based on an agreed-upon schedule for review and reconciliation purposes.
• F. Fraud Mitigation and Liability. BuckDaddy shall implement necessary security measures to mitigate fraud but does not guarantee a completely fraud-free environment. Notwithstanding, BuckDaddy shall be liable for errors or fraud directly attributable to the fault or negligence of its employees.
• G. Promotional Support. BuckDaddy may assist in promoting products or services offered by MERCHANT, subject to MERCHANT's concurrence and approval, through BuckDaddy's marketing and public relations activities, including, but not limited to: website announcements, banner advertisements, and press releases.

IV. Representations and Warranties

• A. Merchant's Authority to Market and Sell. MERCHANT hereby represents and warrants that it is duly licensed and possesses the legal right to market, distribute, and sell its products or services online.
• B. Website/Link Authorization. MERCHANT warrants that it is permitted, licensed, and authorized to establish the subject website and/or link, and that its principal, if any, has consented to the establishment, creation, and maintenance of said website and/or link.
• C. Content Non-Infringement. MERCHANT warrants that the Content it provides or will provide to BuckDaddy does not infringe upon any copyright, trademark, or other proprietary rights of third parties and hereby indemnifies and holds BuckDaddy harmless from all claims for infringement of any intellectual property rights.
• D. Product/Service Genuineness. All products or services advertised and appearing on the website and/or link are genuine and in the state as advertised, described, and/or represented therein.
• E. Merchant's Sole Liability for Product/Service Quality. MERCHANT shall indemnify and hold BuckDaddy harmless from all liability to its CLIENTs concerning the quality and delivery of its products or services arising from the implementation of this Agreement.
• F. Limitation of BuckDaddy's Liability. For damages caused by negligence, BuckDaddy shall only be liable if such damage results from the breach of fundamental contractual duties. Fundamental contractual duties are those essential to or enabling compliance with the Agreement, and upon which the other contractual party can reasonably rely for performance. To the extent BuckDaddy is generally liable for slight negligence, the scope of liability is limited as follows: there shall be no liability for loss of profits. For all other damages, liability shall be limited to a maximum amount of the monthly base fee per claim and a maximum aggregate amount of three (3) times the monthly base fee per calendar year for all damages occurring within that contractual year. If a monthly base fee is not a component of the monthly payments made by CLIENT, the maximum liability shall be USD 3,500.00 (Three Thousand Five Hundred US Dollars).

V. Miscellaneous Provisions

• A. Term and Termination. This Agreement shall become effective upon its execution by both parties and shall remain in force for an initial term of one (1) year, renewable annually thereafter, unless terminated by either party upon providing the other party with a written notice at least three (3) months in advance of the desired termination date.
• B. Confidentiality. All information disclosed and exchanged between BuckDaddy and MERCHANT during discussions, studies, or other collaborative work undertaken between the parties shall be deemed Confidential Information. It is understood that such Confidential Information shall not be distributed, disclosed, or disseminated, and shall only be accessible to employees who have a legitimate need to know such information for the purpose for which it was disclosed.
• C. Amendments. This Agreement shall be subject to periodic review and may be modified or amended upon the mutual written consent of the parties. Any and all amendments to this Agreement shall be implemented only after the parties have mutually signified their conformity in writing.
• D. Waiver. No provision of this Agreement shall be deemed to have been waived or modified unless such waiver or modification is evidenced by a written instrument signed by all parties hereto, and any such waiver or modification shall apply only to those terms or conditions expressly noted therein.
• E. Assignment. This Agreement may not be transferred or assigned without the prior written consent of both parties.
• F. Governing Law and Jurisdiction. For all actions or lawsuits arising out of or in connection with this Agreement, the exclusive venue shall be the proper courts of England and Wales, to the exclusion of all other venues. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
• G. Force Majeure. BuckDaddy shall not be liable for any loss, damage, or delay caused by war, riots, civil commotion, strikes, lock-outs, labor disputes, or other such causes or contingencies beyond its reasonable control which prevent or delay it from performing any obligation arising out of this Agreement. Should such an event prevent BuckDaddy from complying with any of its obligations under the Agreement for a period of at least seven (7) days, MERCHANT may terminate the Agreement immediately upon written notice.