dapp

Terms and conditions

The following Terms and Conditions (T&C's) establish the general guidelines between the individual or entity ("Client") receiving Services provided by dapp for the acceptance of Services it offers. By using these Services, The Client expresses consent to these T&C's and agrees in accordance with their scope. Therefore, these T&C's constitute a binding legal instrument, as well as the Service Provision Contract between The Client and dapp (collectively referred to as "Parties").

The terms defined below will be described with the first letter capitalized, and only when used in that format they should be interpreted as such. These definitions may also be applied in singular or plural form:

Statements and General Terms: By contracting dapp's Services, The Client declares himself as an individual with the necessary legal capacity and no limitation to be bound by these T&C's and, where applicable, the Service Provision Contract agreed with dapp. The Client also declares that they are duly registered in the Federal Taxpayer Registry or a similar authority within the country where they are located. If The Client is a legal entity, they declare themselves as a company duly constituted in accordance with the laws of the United Mexican States or the country of origin, duly registered in the Federal Taxpayer Registry or a similar entity in the country where they are located, and that their legal representative(s) have sufficient authority to be bound by these T&C's and, where applicable, the Service Provision Contract entered agreed with dapp, which have not been revoked, limited, or modified in any way since their granting.

On our part, it is declared that dapp is a company duly constituted in accordance with the Laws of the United Mexican States through Public Deed 33,181 dated February 17 2017, granted in presence of Mr. Moisés Solís García, public notary assigned to notary No. 33 at the State of Querétaro. His legal representative has sufficient powers to bind themselves to these T&C's, which have not been revoked, limited, or modified in any way. It also indicates its address located at Av Antea 1032 int 304,305, Col. Jurica, C.P.76100, Santiago de Querétaro, Querétaro, Querétaro. It is duly registered in the Federal Taxpayer Registry and has the information and communication technology infrastructure, as well as the necessary material and human resources to provide these Services (as defined below).

Modifications and updates: It is The Client's obligation to stay informed on updates for these T&C's. However, in case of available updates, the new T&C's will be notified to The Client via email and will be available for consultation on dapp's website: https://dapp.mx/ on the understanding that such modifications will be deemed accepted by The Client if, once published on dapp's website and/or the modifications come into effect, The Client continues to receive these Services and does not express any disagreement. Any modification made by dapp to these T&C's will apply to any website, mobile application, and/or any other tool or technology owned by dapp. Likewise, such modifications will take effect at the time T&C's are updated and published.

Services: These will be those provided by dapp to The Client for technological integration or as specifically established in the Service Provision Contract agreed with dapp.

To contract the Services offered by dapp, The Client must provide dapp with information allowing identification through the Request for the Provision of Services received by dapp from The Client.

All hardware, including Terminals, and other third-party products that are included or sold to provide Services are exclusively delivered with warranty and other terms specified by the manufacturer of these products, who is responsible for the Service and support of such products. To obtain Service assistance, support, or warranty, The Client must contact dapp to manage support and maintenance and, if necessary, pay respective costs.

If, as part of the Services, The Client receives offers of Services, products, and promotions provided by third parties ("Third-Party Services"), The Client shall be responsible for reviewing and understanding the terms and conditions related to the third-party Services. dapp shall not be liable for the performance of third parties in the Provision of third-party Services. Likewise, dapp may include links to websites operated by third parties. The Client assumes any risk, damage, or harm resulting from the use and access to third-party websites.

Promotional material and intellectual property: dapp may provide free of charge promotional material to The Client when it’s meant to be established, and The Client undertakes to display it both outside its establishment(s) (facades, shop windows, or any other location designated by dapp) and inside them (counters, cash registers, etc.), placing it in a visible place for public. In this regard, The Client undertakes to:

Display at its establishment(s) stickers, advertising, artwork, communications, and other propaganda that identifies the acceptance of Services provided by dapp, as well as to prominently display the brochures or communication provided by dapp for this purpose.
Place in visible locations names, symbols, and/or trademarks of the brand holders of the participating establishments when applicable, as well as any promotional material provided by dapp.

Having said that, dapp may verify the above at least once per quarter or when deemed necessary. The Client may not use the trademarks, patents, or distinctive signs of dapp or its Clients for purposes other than those indicated in these T&C's without prior authorization from the Acquirer and/or the Brand Holders, nor in such a way that the public may assume that the products and/or Services offered by The Client are sponsored or guaranteed by dapp, the acquirer, and/or the brand holders. Otherwise, The Client undertakes to pay damages and losses caused to dapp, the acquirer, and/or the brand holders.

Consideration, Deposit Account, Settlement, and Statements: The Client must make the agreed payment corresponding to the amount of each transaction plus the value added tax for the Provision of Services. Therefore, for dapp to provide these Services, The Client must hold a deposit account opened at a financial institution authorized to receive such deposits in accordance with applicable regulations, which must be indicated to dapp in the Service Provision request. Once dapp performs the respective reconciliation, it must electronically deposit or transfer to The Client's deposit account all funds corresponding to the provided Services that have the payment authorization granted by the corresponding issuer, subtracting possible chargebacks, refunds, adjustments, fees, rates, and/or penalties, and respective considerations.

Finally, whenever there have been operations in the period in question, dapp will make available to The Client, in a timely manner, any document detailing transactions reflecting the overall detail of transactions, chargebacks, refunds, adjustments, fees, commissions, rates, and/or, if applicable, penalties from the media disposal networks derived from the processing of transactions at The Client's establishment(s) and/or any other amount owed to dapp according to the agreed relationship between parties.

The Client undertakes to inform dapp in cases of payment suspension, strike, bankruptcy, or any judicial process initiated against it that affects its ability to fulfill the obligations assumed under these T&C's, within a period not exceeding 3 (three) natural days counted from the date of the event or from the date The Client becomes aware of it.

Security, Information Exchange, and Audits:

Electronic Passwords: At the time of the Provision of the Service by The Client, The Client undertakes to use the electronic passwords required to operate the Terminals. Therefore, The Client must keep the password confidential and prevent anyone from using it. The Client acknowledges that they will assume complete responsibility for all actions made using the password, including its misuse.
Suspension: dapp may suspend the Provision of Services for breach of the Service Provision contract established with dapp, as well as in case that transactions are identified to be deviating from the usual parameters or do not correspond to The Client's business or identified as transactions that could be of high risk or associated with fraudulent behavior based on their amount or frequency. If the detected anomalies are not corrected, dapp has the authority not to restore the Service, and in such case, The Client will be liable for any damage or harm caused to dapp or third parties for this reason.
Prohibitions: The Client may not carry out refinancing operations, payment of previous debts, or check cashing transactions or any other financial instrument via Card or use Cards issued in their name for themselves.
Audits: The Client accepts that dapp or the third party designated by himself, or a Third Party may request audits to ensure compliance with Client’s obligations.

Prohibited Activities: These include businesses or business activities such as:

Illicit activities and/or goods,
Discount clubs or memberships, including associated fees,
Advisory Services for obtaining or restructuring credits,
Credit and identity protection Services,
Direct marketing or subscription marketing offers or Services,
Infomercial sales,
Unauthorized marketing businesses,
Telemarketing sellers,
Phone Cards or prepaid phone Cards,
Discount-based businesses,
Upselling merchants,
Bill payment Services,
Gambling, including lottery tickets, casino gaming chips, off-track betting, and race betting,
Manual or automated cash dispensers,
Prepaid Cards, checks, or other financial goods or Services,
Money order or currency sales,
Bank transfers and money orders,
High-risk products and Services, including telemarketing sales,
Gas station merchants,
Automated fuel dispensers,
Adult entertainment products or Services (via any means, including internet, phone, or printed material),
Sales of (i) firearms, firearm parts or accessories, and ammunition, or (ii) weapons and other devices designed to cause physical harm,
Online cigarette or tobacco sales through the Internet, mail, or phone,
Drug paraphernalia or accessories,
Products that may cause harm,
Escort Services,
Bankruptcy management attorneys,
Debt collection agencies involved in debt collection,
Online pharmacies,
Online tobacco sales,
Travel-related Services and arrangements (excluding travel agencies),
Pornography and Black-market Transactions (derived from illicit activities, prostitution, etc.)

Collectively, these are referred as "prohibited transactions," and The Client shall refrain from accepting payments from any activity arising from these as well as from any other prohibited activity or transaction that dapp, at its sole discretion, establishes from time to time.

Operation receipts, chargebacks, and payment processing: The Client must issue a sales note or payment receipt for each transaction for delivery to the Cardholder or user, generated because of this payment for the products and/or Services acquired by it through payment via technology provided by dapp, specifying the date on which the authorization code assigned to said operation was obtained.

The Client must retain and store the digital receipts of sales notes or payment receipts that support each paid transactions, as well as the documents proving the delivery and, if applicable, return of products and/or Services acquired, for a minimum period of 1 (one) year from the date of their generation. Also, The Client must ensure that sales notes or payment receipts are established though authentication or, where appropriate, the corresponding handwritten or digital signature.

The Client will be responsible for any claims and chargebacks resulting from the operation receipts, and therefore undertakes to pay any amount arising from these situations, including but not limited to:

When there is a dispute about the validity of a Transaction by the Cardholder or the issuer,
When a transaction is rejected by one of the Card payment networks, a Client’s buyer, issuer, or for any other reason,
When a transaction is not authorized or dapp has any reason to determine that the transaction was not authorized,
When a transaction is considered allegedly illegal, suspicious, or violates these T&C's or the Service Provision contract agreed with dapp.

For this purpose, The Client will establish a Guarantee Fund and if The Client does not maintain sufficient resources in the guarantee fund to cover any chargeback amount, dapp may, through compensation exercised at the time of settling with The Client, collect the chargeback amounts from The Client. If the chargeback amounts exceed the funds, The Client undertakes to transfer sufficient funds to dapp to cover the chargeback amounts and any other expenses incurred by dapp to address these clarifications.

dapp may suspend its Services if The Client's chargebacks exceed 3% (three percent) of The Client's transactions within a calendar month.

Payment processing Services for “The Client” at dapp may be provided by a Third Party, such as Stripe or any other third party, and will be subject to the Stripe Connected Account Agreement or the third party set forth, in this case, which includes the Stripe Terms of Service, collectively referred to as the "Stripe Services Agreement." By accepting these T&C's and, where applicable, the Service Provision contract agreed with dapp or continuing to operate as "The Client" on dapp, you agree to comply with the obligations of the Stripe Services agreement, which may be modified by Stripe from time to time. For dapp to offer payment processing Services through Stripe, you agree to provide dapp with complete and accurate information about yourself and your business and authorize dapp to share such information and transaction data related for the use of payment processing Services provided by Stripe.

Confidentiality and Personal Data Protection: Under these T&C's and the Service Provision contract signed with dapp, The Client undertakes to protect the confidentiality and not disclose transactional data and information and agrees to maintain physical, technical, and administrative controls to prevent unauthorized access by third parties to the aforementioned information, as well as to protect the Terminals, systems, and equipment containing Cardholder or user information and transactional information.

The Client undertakes not to store magnetic tapes or CVV2/CVC2/CID data or other data after transaction authorization. The Client may not retain any data contained in the operation, except those necessary for its operation or required by the regulation applicable to The Client. The Client is prohibited from printing on payment receipts, or any other document delivered to the Cardholder or user, the complete content of the magnetic stripe or CVV2/CVC2/CID data.

In accordance with these T&C's and the Service Provision contract signed with dapp, The Client must refrain from publishing, transmitting, distributing, or disclosing any material that:

Is false, misleading, illegal, obscene, indecent, lewd, pornographic, defamatory, slanderous, threatening, harassing, racist, abusive, or profane,
Motivates conduct that may be considered as a criminal act or give rise to civil liability or incite hate or violence,
Violates any obligation or right of any person or entity, including rights to publicity, privacy, or intellectual property,
Contains harmful data or files or any viruses,
Advertises products or Services that compete with dapp's products and/or Services, as determined by dapp in its sole discretion.
In dapp's sole discretion, may expose dapp, its affiliates, subsidiaries, or its Clients to any damage, harm, or liability of any kind.

The Client acknowledges that, in accordance with Article 10, section IV of the Federal Law on the Protection of Personal Data held by private parties and other applicable Provisions of its regulation and/or guidelines on the protection of personal data issued by the ministry of economy (the "Personal Data Law"), the processing of The Client's personal data is not subject to their consent, since the processing is intended to fulfill obligations arising from a legal relationship between dapp and The Client.

The Client shall have the obligation to generate privacy terms that comply with the Provisions of the Personal Data Law and must make it accessible to its customers prior to the processing of any personal data.

The Client shall indemnify and hold dapp harmless from any damage, harm, and expense (including attorney's fees) arising from any sanctioning procedure or from any other nature initiated against dapp due to any transfer of personal data made by The Client to dapp that does not comply with the Provisions of the Personal Data Law.

Guarantee Fund: is the amount held in custody by dapp to guarantee compliance with The Client’s obligations, where dapp may retain the amount that ensures compliance with such obligations. The amount of the Guarantee Fund will appear on the statement. dapp may create a Guarantee Fund at any time, including, but not limited to, a high rate of chargebacks, cancellations, or other indications of Client’s performance issues. The Guarantee Fund will be constituted by the amount that dapp, at its sole discretion, determines to be sufficient to cover any chargeback amount or any other amount that The Client may owe to dapp.

Terminals and Training: Under these T&C's and the Service Provision Contract signed with dapp, The Client agrees to the following:

Where applicable, the Terminal(s) described in the Service Provision Request is owned by dapp, who lends it to The Client.
Assuming from this moment all the obligations and responsibilities inherent and resulting from the use of the Terminal(s) including theft, loss, damage, and it is obligated to pay dapp, in such cases, the total cost corresponding to any Terminal, determined by dapp or, in the case of necessary repairs, the cost of repairs.
It undertakes to deliver the Terminal(s) to dapp within 5 (five) business days following the written request made by dapp. In case of not being delivered within this period, The Client undertakes to pay dapp the total cost corresponding to the Terminal(s), which will be determined and notified by dapp to The Client.
That all expenses generated by the maintenance and Provision of supplies for each Terminal will be covered by The Client.

All matters not provided in this section regarding Terminals will be established in the Commitment Letter for the Terminals.

dapp will maintain an information and training program for The Client's employees for the handling of the Terminals and the generation of Transactions under the conditions and terms established by dapp to The Client, and it is the responsibility of The Client to stay updated on the information and training provided by dapp through any means.

Types of Transactions: For these T&C's and the Service Provision Contract signed with dapp, a transaction shall be understood as any operation carried out by a user at a Client's establishment involving movements in the Deposit Account or through credit in the current account associated with a Card or Bank Account or Deposit Account. The Client undertakes not to exceed the limit established by dapp unless he is expressly authorized to do so. Transaction limits may be modified by dapp at its sole discretion, by notifying The Client with 5 days' notice prior to the effective date of such modification.

Disputed Transaction: Any operation in which the Cardholder or user raises a query or dispute regarding the operation, which is under review.

Irregular Transaction: Any Transaction carried out by The Client that deviates from the usual behavior of its operations or that, due to its amount, frequency, or location, appears suspicious. Irregular Transactions shall be considered, among others:

Multiple consumptions by the same Cardholder using Cards from different Issuers.
The same Cardholder appearing multiple times at the same Client's establishment at different times.
Different individuals making various purchases using the same Cardholder's Card.
Using Cards reported as stolen, invalid, or lost, or as indicated at the time of requesting the operation's authorization (in such cases, obtaining an instruction identification code and forwarding the relevant Card to dapp).
Using Terminals Services with Cards reported as lost, stolen, or invalid. In this case, The Client must try to recover the Card peacefully and reasonably, and if applicable, destroy and/or render the Card useless by marking it as "void."
Using Cards that dapp instructs The Client to retain.
Using Cards where The Client suspects that the Card is stolen, cloned, invalid, or not owned by the person attempting to use it as a payment method.

The Client shall be responsible to dapp for any damage, expense, penalty, fine, or harm caused to the latter, and The Client must bear the full cost of any Transaction carried out in contravention in the previous points.

The Client is responsible for the actions of its employees. In cases where it is demonstrated that one or more of its employees engage in negligent conduct, collusion, or fail to report Irregular Transactions or take the measures mentioned in these T&C's, The Client authorizes dapp to charge the amounts dapp had to expend for these purposes against its Guarantee Fund. If the balance in the Guarantee Fund is insufficient, The Client undertakes to promptly pay dapp the corresponding amounts or debts.

The Client will collaborate unconditionally with dapp and/or with the competent authorities and/or with the third parties indicated by dapp, in the investigation, reporting, and/or clarification of any wrongdoing carried out in or by The Client's establishment(s), related to the obligations agreed upon in these T&C's, with the purpose of filing the corresponding reports. Such collaboration includes The Client providing dapp with the necessary documents and information, such as: copies of receipts, invoices, item details, buyer records, delivery address, seller or involved employee details, or any other elements that may be required in the investigation.

Prohibited Transactions: Those transactions will be considered prohibited when accepting payments related to businesses or business activities belonging to prohibited categories. In case dapp suspects that The Client has conducted a Prohibited Transaction, dapp will transfer the funds derived from the Prohibited Transaction to the Reserve Fund and restrict The Client from using the Deposit Account. When dapp determines that The Client has conducted a Prohibited Transaction, dapp shall have the right to suspend the Provision of the Services without any liability. Likewise, dapp shall have the authority to charge The Client the amount of the fee for the Prohibited Transaction as a conventional penalty.

Early Termination: dapp shall have the authority to:

Temporarily suspend the Provision of the Services, or
Delay transfers to the Deposit Account for justified reasons and at any time, without the need to notify The Client.

Likewise, dapp shall have the authority to terminate the relationship between the Parties when it is stablished to be necessary or in case The Client's breach of the Service Agreement, by notifying The Client with at least 15 (fifteen) business days in advance.

Notwithstanding the foregoing, dapp may terminate the relationship between the Parties without prior notice to The Client when:

The Client has breached any of the obligations undertaken by accepting these T&C's, and no prior agreement has been reached.
The Client poses a credit risk or engages in fraudulent activities,
The Client provides any false, incomplete, inaccurate, or misleading information,
The Client engages in any fraudulent or illegal activity,
Any of The Client's establishments and/or their owners or legal representatives are included in the list of exceptions regarding money laundering prevention and terrorist financing, in accordance with applicable current legislation.
The Client remains inactive for 6 (six) consecutive months,
The Client receives a negative opinion regarding tax compliance from SAT (Tax Administration Service).

The Client may terminate the relationship between the parties by providing written notice to dapp, with at least 30 (thirty) calendar days in advance, covering any outstanding debts for settlement, understanding that dapp shall not be liable for any compensation, reimbursement, or damage resulting from any termination or suspension of the Services.

Termination of the relationship between the Parties does not release The Client from any payment obligation in favor of dapp arising from Considerations or any other accrued unpaid charges. Likewise, the Parties acknowledge that, regardless of termination or rescission of the relationship, obligations pending fulfillment from both The Client and dapp shall persist.

Considering the preceding paragraph, The Client acknowledges that they will maintain sufficient funds in the Guarantee Fund so that dapp can address any chargebacks, returns, adjustments, fees, rates, and/or penalties from Card Payment Networks for a period of 180 (one hundred and eighty) calendar days from the termination of the relationship between the Parties.

Upon expiration of the 180-day period mentioned in the preceding paragraph, dapp undertakes to deliver to The Client the amount comprising the Guarantee Fund within [30] (thirty) business days following the end of the period.

Likewise, The Client undertakes to comply with the indemnification obligations imposed on them resulting from any claim, loss, damage, harm, fine, interest, and/or expense (including, but not limited to, attorney fees) arising from:

Any violation of the representations or obligations stipulated in these T&C's or in the Service Agreement made with dapp, including, but not limited to, any violation of dapp's policies and/or Network Rules,
Illegal or improper use of the Services,
Any Transaction conducted by The Client,
Violation of any intellectual property rights,
Violation of any law, regulation, or circular in force in the United Mexican States or in the country where the Service is provided,
Any use of the Deposit Account by third parties, as well as
Any chargeback, within a period of 3 (three) years from the termination or rescission of the Service Provision relationship.

In the event of termination of the relationship between the Parties and if The Client has not acquired ownership of the Terminal(s), they must return it to dapp within a period not exceeding 5 (five) days from the termination of the relationship with dapp.

Responsibility: dapp assumes no responsibility arising from any:

Error, mistake, or inaccuracy in the Provision of Services,
Damage resulting from the use of Services,
Unauthorized access or use of information stored on its servers,
Interruption or suspension of Services,
Failure, bugs, viruses, Trojan horses, or similar transmitted through the Provision of Services,
Damage or harm arising from the use of any content or data published, sent, or transmitted through Services,
Damage arising from The Client's use of the provided Services.
Use of third-party Services or third-party websites; and
Any failure or defect in the Terminal(s).

Money laundering prevention, terrorism financing, and corruption: Under these T&C's and the Service Agreement stablished with dapp, The Client must adhere to the laws, principles, and public policies issued by the competent authority, applicable and in force within the national territory or where the Service is provided, regarding the prevention, detection, and punishment of corruption, administrative offenses, and prevention of money laundering, terrorism financing, and corruption.

If dapp suspects that The Client is conducting operations with illicit origin funds or financing illegal activities, it may terminate the relationship between the Parties without any liability to dapp and without prejudice to the legal actions it may take.

Validity: These T&C's and the Service Agreement made with dapp shall become effective on the date of acceptance of these terms and shall remain in force until either party decides to terminate the relationship between them, with the Provisions for early termination applicable regarding obligations that may persist after termination takes effect.

Notifications: For any clarification or complaint arising from these T&C's and the Service Agreement made with dapp, or clarification related to payment receipt or processing, The Client must communicate it to dapp via email at the following address: contacto@dapp.mx

Any notification that dapp must make to The Client in accordance with these T&C's may be sent to the email address established in the Affiliation Request.

Jurisdiction: These T&C's shall be governed and interpreted in accordance with the applicable legislation in the City of Querétaro. The Parties expressly submit to the jurisdiction of the competent courts of the City of Querétaro, waiving any jurisdiction that may correspond to them by virtue of their present or future domicile, or for any other reason.

Having been informed of the contents of these Terms and Conditions, The Client accepts them in accordance with the purpose of accessing the Services provided by dapp, if such acceptance will have the same legal effects as those granted to a handwritten signature by the Laws, and consequently will have the same probative value.