EFIcyent Direct Services Agreement
This EFIcyent Direct Services Agreement, along with any relevant Schedules and Fee Agreements (collectively referred to as “Agreement”), outlines the terms and conditions for you (the "Client") to access and use the services provided by EFIcyent ("Services").
The Client refers to the business or individual requesting to use EFIcyent's Services. By requesting access, the Client confirms they are authorized to enter into this Agreement. "EFIcyent" refers to the entity providing the services as outlined in the applicable Fee Schedule. Both EFIcyent and the Client are referred to as "Parties."
By using the EFIcyent Services, the Client agrees to comply with this Agreement, any Fee Schedule, and relevant Documentation.
Capitalized terms not defined here are explained in Appendix A.
This Agreement should be read with the following rules:
This Agreement starts on the Effective Date and continues for the specified Initial Term unless terminated earlier.
After the Initial Term, the Agreement automatically renews for one-year terms unless terminated by either party.
EFIcyent agrees to provide, and the Client agrees to use, the Services under this Agreement.
Services are provided within EFIcyent’s jurisdiction of incorporation. EFIcyent does not target clients outside of this jurisdiction.
The Client is responsible for any additional equipment, infrastructure, or software needed to use the Services, aside from the EFIcyent platform.
The Client agrees to follow all instructions and documentation for integrating with EFIcyent’s platform. EFIcyent reserves the right to suspend access if the Client’s use causes technical issues.
Services are provided within EFIcyent’s jurisdiction of incorporation. EFIcyent does not target clients outside of this jurisdiction.
Integration of third-party APIs requires prior written approval. EFIcyent can revoke this approval at any time, leading to the termination of services.
EFIcyent will provide the Client with secure access codes. The Client is responsible for keeping these secure. Unauthorized sharing of access codes is considered a serious breach.
EFIcyent will act based on instructions received from authorized representatives of the Client.
The Client must ensure all instructions provided are accurate. EFIcyent will not be liable for processing delays due to inaccurate or incomplete instructions.
suspect any unauthorized use of their access credentials.
The Client will be provided with one or more EFIcyent accounts to manage funds in supported currencies.
The Client must safeguard their account and notify EFIcyent of any potential breaches immediately.
The Client, or an approved third party, may fund their account in supported currencies. EFIcyent holds these funds in settlement accounts for the purpose of facilitating services.
The Client acknowledges potential foreign exchange risks associated with holding balances in multiple currencies.
EFIcyent may withhold reserve amounts to cover any obligations owed by the Client.
The Client must report unauthorized or incorrect transactions within 60 days (about 2 months) to be eligible for corrections.
EFIcyent will investigate any claims of unauthorized transactions, and the Client agrees to provide necessary documentation to assist in this process.
EFIcyent will not be liable for any Unauthorized Transaction reported after the applicable Notification Deadline.
EFIcyent will not be responsible for any Unauthorized Transaction that occurred before the Client notified EFIcyent of the issue (e.g., security breach of the Client’s credentials), unless it was incorrectly processed by EFIcyent based on a valid Instruction. Once the issue has been resolved, and EFIcyent informs the Client they can resume using the services, EFIcyent will not be liable for future Unauthorized Transactions unless promptly notified by the Client in line with this Agreement.
Reversal of Refunds: If EFIcyent refunds the Client for a reported Unauthorized Transaction, and later determines that the transaction was valid or EFIcyent was not liable to provide a refund, EFIcyent reserves the right to recover the refunded amount. This can be done by deducting from the Client’s EFIcyent account, or from other funds provided as financial assurance. If there aren’t enough funds, the Client must immediately reimburse EFIcyent upon request.
Both EFIcyent and the Client represent and warrant that:
The Client warrants that they will:
EFIcyent warrants that it will:
EFIcyent provides its services “AS IS.” Except as expressly stated, EFIcyent makes no guarantees regarding the uninterrupted or error-free operation of its platform, or the security of any data. EFIcyent is not responsible for risks associated with internet data transfer, including potential loss or compromise of confidential information.
The Client agrees to pay all fees as outlined in the Fee Schedule within seven (7) days of the invoice date. Late payments may incur a 2% monthly finance charge (or the highest rate permitted by law) on unpaid amounts
EFIcyent reserves the right to offset any outstanding amounts owed by the Client from funds held on their behalf.
All fees are exclusive of applicable taxes, which will be borne by the Client.
EFIcyent may pass on any changes in third-party fees by notifying the Client.
The Client authorizes EFIcyent, and where applicable, any third party, to perform necessary inquiries to validate the Client’s or their End Customer’s identity as needed for services. This may include periodic checks with networks, credit agencies, market research, or fraud prevention bodies.
EFIcyent may conduct audits to ensure the Client is compliant with this Agreement, EFIcyent policies, and applicable laws. This includes accessing relevant premises, records, and systems. In cases where an audit is required due to the Client’s breach of this Agreement, the Client will bear the cost.
EFIcyent may require additional security (collateral, cash reserves, guarantees, etc.) to ensure the Client’s obligations are met. The Client must provide this security within thirty (30) days upon request.
EFIcyent may require additional security (collateral, cash reserves, guarantees, etc.) to ensure the Client’s obligations are met. The Client must provide this security within thirty (30) days upon request.
Disclosure of Confidential Information is permitted when:
Upon termination or expiration of this Agreement, all Confidential Information must be returned or destroyed within 15 days of a written request, unless:
A certification confirming destruction or return of Confidential Information will be provided upon request.
The confidentiality obligations in this section will remain in effect after the termination of this Agreement.
EFIcyent retains all rights, titles, and interests in its Intellectual Property, including the technology, platform, and services it provides. The Client does not gain any ownership or rights to these, other than the limited license granted for use during the term of this Agreement. Any modifications, enhancements, or derivatives of EFIcyent’s technology created during the term of this Agreement will also belong to EFIcyent. The Client agrees to assign any rights in such derivative works to EFIcyent.
During the term of this Agreement, EFIcyent grants the Client a limited, non-exclusive, non-transferable license to use its platform and services as permitted by this Agreement. The Client must not:
The Client allows EFIcyent to use its name and logo in marketing materials and reference lists. Either Party may issue a mutually agreed press release announcing their relationship.
The Client will indemnify, defend, and hold harmless EFIcyent and its affiliates from any claims or losses arising out of:
This indemnification does not apply to claims arising from EFIcyent's gross negligence or intentional misconduct.
EFIcyent will indemnify, defend, and hold the Client harmless from third-party claims resulting from:
If EFIcyent is notified of potential infringement, it may:
EFIcyent’s indemnity does not apply if the Client’s actions or a third-party’s materials caused the infringement.
EFIcyent and its affiliates will not be liable for indirect, special, incidental, or consequential damages, lost profits, or punitive damages arising from the Agreement, even if advised of the possibility of such damages. This waiver does not apply if prohibited by law.
EFIcyent’s total liability for any claims related to this Agreement will not exceed the total fees paid by the Client to EFIcyent in the 12 months preceding the claim. This cap does not apply to refunds of the Client’s balance or willful misconduct by EFIcyent.
Both Parties agree that the limitation of liability is reasonable, considering the nature of the services and the risk distribution between the Parties.
Either Party may terminate this Agreement with 30 days' written notice. If early termination occurs, the Client may owe EFIcyent an Early Termination Fee, as outlined in the Fee Schedule, which compensates EFIcyent for actual damages.
The Client may terminate the Agreement immediately if:
EFIcyent may suspend or terminate the Agreement if:
EFIcyent may terminate this Agreement if its financial partners terminate or suspend services to EFIcyent.
Upon termination, the Client will:
Provisions regarding confidentiality, indemnification, intellectual property, and other relevant sections will survive the termination of this Agreement.
If EFIcyent terminates the Agreement for cause, the Client must pay the remaining Minimum Monthly Fees for the rest of the term. The Client will also remain responsible for any fees incurred before the termination.
All notices or communications under this Agreement ("Notices") must be sent in writing to the email address provided in the Fee Schedule or any updated address shared in writing. Notices are deemed effective on the date they are sent via email. If an email fails to be delivered, Notices may also be sent via personal delivery, certified mail, or a recognized delivery service. In such cases, Notices will be considered delivered:
EFIcyent will not be liable for delays or failures to perform due to circumstances beyond its reasonable control, including natural disasters, government actions, pandemics, civil unrest, terrorist acts, labor strikes, service disruptions, and denial-of-service attacks.
Except for the Fee Schedule, which can be modified by mutual agreement, EFIcyent may modify the Agreement at any time. Changes will be posted on EFIcyent’s website or communicated to the Client directly. The modified Agreement is effective upon posting or as otherwise stated. If the Client objects to the changes, they may terminate the Agreement in line with Section 16. Continuing to use the services after any modifications means acceptance of the updated terms. The Client is responsible for reviewing updates regularly.
EFIcyent may modify services from time to time. Any significant changes to the platform will be communicated to the Client in a timely manner.
The Client may not assign or transfer any part of this Agreement without prior written consent from EFIcyent.
EFIcyent may assign or transfer its rights and obligations under this Agreement without notice or consent to:
EFIcyent may subcontract any of its obligations under this Agreement to third parties.
Where multiple EFIcyent affiliates provide services to the Client or its affiliates, each entity operates under separate agreements. No single entity is responsible for the obligations of others.
The suspension or termination of services by one EFIcyent affiliate or Client affiliate will only impact the specific services provided by that affiliate and will not affect the Agreement as a whole.
If a dispute arises between the Parties ("Dispute"), the Disputing Party must issue a written notice outlining the issue ("Dispute Notice"). Both Parties will work in good faith to resolve the dispute.
If the dispute remains unresolved within 21 days, either Party may initiate legal proceedings as per Section 25.
If the Dispute is settled, the resolution will be documented in writing and signed by authorized representatives of both Parties.
This Agreement will be governed by the laws of the jurisdiction where EFIcyent is incorporated ("Governing Jurisdiction"). The Parties agree to the exclusive jurisdiction of the courts in the Governing Jurisdiction for any disputes arising from the Agreement.
This Agreement, including all appendices and schedules, constitutes the entire understanding between the Parties and supersedes all prior discussions, agreements, and understandings. Failure to enforce any right or provision of the Agreement does not constitute a waiver of that right or provision.
A breach of this Agreement may cause irreparable harm, and the injured Party may seek injunctive relief without the need to post bond in addition to any other legal remedies.
The Client agrees to sign any documents or take necessary actions requested by EFIcyent to fulfill the purposes of this Agreement.
If any provision of this Agreement is found to be invalid or unenforceable, it will not affect the validity of the remaining provisions, which will continue in full force and effect.
The Parties are independent contractors, and nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship.
Except for specified EFIcyent or Client affiliates, no third parties have rights under this Agreement.
Both EFIcyent and the Client will act as independent controllers with respect to any Personal Data collected or processed in connection with the services. They agree to:
Any entity that controls, is controlled by, or is under common control with a Party.
A software application program interface.
Refers to laws, regulations, and operating rules applicable to a Party and the services in each relevant jurisdiction.
A party, not EFIcyent, the Client, or an EFIcyent Affiliate, that has written approval from EFIcyent to provide APIs or services to be integrated into the EFIcyent platform or technology.
An API created by an Approved Third Party and approved in writing by EFIcyent for integration.
Countries where EFIcyent is able to facilitate service provision, as notified to the Client.
Any fines or similar charges imposed by a regulatory body or payment network on EFIcyent or the Client in relation to the services.
A confirmation from a Payment Method Provider that there are sufficient funds for a transaction at the time it is initiated.
The total balance of cleared funds credited to the Client's EFIcyent account.
An individual or entity identified by the Client to receive funds in an approved jurisdiction.
A day when banks are open for business in the country where EFIcyent is located, excluding weekends and public holidays.
A request by the Client to cancel a Pay Out before it has been processed.
Any claim, demand, lawsuit, or similar proceeding, whether actual or alleged.
The entity receiving services under this Agreement, either for its own purposes or to provide services to End Customers.
Individuals authorized by the Client to access and use the EFIcyent platform.
A bank account held by the Client in an approved jurisdiction, used for receiving Pay Outs.
All proprietary information, data, and techniques related to a Party’s business, operations, and intellectual property, excluding publicly available information or information disclosed without a breach of this Agreement.
Ownership of more than 50% of voting power or equity in an entity.
Amounts that EFIcyent is entitled to deduct from the Available Balance, including Fees, Refunds, Reversals, and Taxes.
EFIcyent’s product support, API documentation, and related materials, as updated from time to time.
The European Economic Area.
The start date of the Agreement, as specified in the Fee Schedule.
A customer of the Client, who receives services provided by the Client. EFIcyent does not provide services directly to End Customers.
Services provided by the Client to End Customers under separate agreements between the Client and the End Customer.
Amounts payable by the Client for services, as outlined in the Fee Schedule.
A duly licensed bank or financial services provider authorized by applicable laws.
A financial institution that partners with EFIcyent to facilitate service provision.
The foreign exchange margin stated in the Fee Schedule, which may be adjusted during periods of volatility.
An adjustment to the FX Margin in response to heightened market risk, with prior notice to the Client.
The initial duration of the Agreement, as stated in the Fee Schedule.
Any directive issued by the Client or an Approved Third Party to EFIcyent regarding the services.
Any patents, trademarks, copyrights, and other proprietary rights over intellectual property.
Any damages, penalties, costs, or expenses, including legal fees, arising from the Agreement.
The Available Balance after all applicable deductions.
Organizations such as Visa, MasterCard, or similar payment associations.
The operating rules and standards of a payment network that apply to the services.
An account assigned to the Client by EFIcyent, denominated in a supported currency.
The online dashboard, APIs, and related systems provided by EFIcyent.
All technology used by EFIcyent, including hardware, software, APIs, and documentation.
The Office of Foreign Assets Control, U.S. Department of the Treasury.
Sanctions lists maintained by OFAC, including the Specially Designated Nationals List.
Funds received by EFIcyent on behalf of the Client.
A directive to return funds to the payer in relation to a Pay In.
A reversal of a Pay In, initiated by the payer or their financial institution.
An instruction to accept a Pay In into a virtual bank account number (VBAN).
Services enabling the Client to receive payments or funds from payers.
A transaction where funds are transferred from the Client’s EFIcyent account to a beneficiary.
The currency in which a Pay Out is settled.
The location of the beneficiary receiving the Pay Out.
The amount of a Pay Out minus return fees, in the event of a return.
Total fees incurred during the return of a Pay Out.
Services provided by EFIcyent to facilitate Pay Outs.
A person or entity that transfers funds to the Client via a Pay In.
A bank account used by a payer to send funds.
Providers of various payment methods, including credit cards, bank transfers, and digital wallets.
A request from the Client to trace the status of a processed Pay Out.
Any information identifying or relating to an individual, governed by laws such as the GDPR or other applicable data protection regulations.
An instruction to recall a Pay Out after it has been processed.
Any governmental or administrative authority that governs or regulates services provided under this Agreement.
Officers, employees, agents, or subcontractors acting on behalf of a Party.
Amounts withheld by EFIcyent from the Available Balance to cover the Client's obligations.
A situation where funds from a Pay Out are returned to EFIcyent.
Economic sanctions enforced by authorities like the U.S., EU, or the United Nations.
Collateral or assurance provided by the Client to secure obligations under the Agreement.
Any unauthorized access, use, or disclosure of Personal Data or Confidential Information affecting service delivery.
Collectively, the Pay In, Pay Out, and other services provided by EFIcyent under this Agreement.
An account maintained by EFIcyent to hold funds received on behalf of clients.
Any third party engaged by the Client to fulfill obligations under this Agreement.
Currencies approved by EFIcyent for use in EFIcyent accounts.
Any applicable taxes, duties, or fees imposed by relevant authorities.
A legitimate business transaction between the Client and a payer.
A virtual bank account number associated with a Settlement Account, allowing EFIcyent to receive Pay Ins on behalf of the Client.