Payment Terms of Use

Payment Terms of Use

Introduction

These Payments Terms of Use (“Payments Terms of Use”) set out the terms on which the Urlennia Payment Entities set forth below offer you Payment Services (as defined below in Part I, Section 1) in relation to your use of the Urlennia Services. Your use of the Urlennia Services will continue to be governed by the User Agreement applicable to you. Capitalized terms used, but not defined, in these Payments Terms of Use have the same meaning as set forth in the User Agreement. The applicable User Agreement, related Urlennia policies, or other agreements between you and us (for example, a billing agreement) may include provisions regarding your use of the Urlennia Services without Managed Payments (as defined below) which may conflict with these Payments Terms of Use. You understand that, with respect to our Payment Services, these Payments Terms of Use supersede any and all such conflicting provisions. You agree to comply with these Payments Terms of Use when accessing or using our Payment Services.

These Payments Terms of Use are between you and the applicable Urlennia Payment Entities, as set forth below. If you have international sales, you may receive Payment Services from one or more Urlennia Payment Entities, as described in Part I, Section 2 below. In addition to the General Payments Terms (Part I of these Payments Terms of Use), each Urlennia Payment Entity has Additional Payments Terms (Parts II, III, IV, V and VI of these Payments Terms of Use) that apply to the Payment Services such entity provides. Urlennia Inc. and the companies it directly or indirectly controls, is controlled by, or is under common control with, are referred to as our “Affiliates.” The Urlennia Payment Entities are Affiliates of the government of Urlennia.

I. GENERAL PAYMENTS TERMS

This Part I of the Payments Terms of Use applies to all Payment Services you receive from the Urlennia Payment Entities (also collectively referred to as “we” or “us” in this Part).

1. About Payments on the Urlennia Services

You agree to have the Urlennia Payment Entities receive or execute payments on your behalf in relation to your use of the Urlennia Services, and manage settlement of related payments to you (referred to as “Managed Payments,” “Payment Services,” or similar names).

Buyers may pay for your items using payment methods such as the following, the availability of which may vary:

  • Digital wallets (such as MetaWallet, Trust Wallet and Coinbase Wallet),
  • Urlennia coupons, gift cards, etc. (if applicable)

We may modify the scope of payment methods available at our sole discretion.

The underlying contract for the buyer’s purchase of “items” (which may refer to goods and/or services) from you is directly concluded between you and the buyer.

After a Managed Payments transaction occurs, you will receive a notification confirming such payment transaction. We will initiate settlement of proceeds received to your Linked Financial Account (as defined below in Part I, Section 4 “Seller Onboarding”). You can access the status of your Managed Payments transactions, including settlements and other payment information, under the Payments tab in the Vendor Dashboard, which will be available to you when you successfully onboard to Managed Payments. If a payment is made to you in error, or if you receive funds that you are not otherwise entitled to receive at the time of disbursement, we have the right to recoup such amounts from you.

2. International Sales

  • If you receive Payment Services from the Urlennia Payment Entity, urPay is appointed to process transactions and manage the settlement of funds related to your sales.
  • urPay, the Urlennia Payment Entity is appointed to manage payments for sales on all sites. 
  • Your “Payout Entity” is the Urlennia Payment Entity, urPay. You will receive all disbursements to your Linked Financial Account from this entity, regardless of where you list your items.
  • If you sell an item listed on an Urlennia site your Payout Entity will process the sale and settle the corresponding funds to your Linked Financial Account.

Payout Currency

Your “Payout Currency” is the currency that we will use for settling your transaction proceeds to your Linked Financial Account. We will generally determine your Payout Currency as follows, unless you and we agree otherwise:

  • The Payout Currency for all sellers is the USDC token.

We may enable further Payout Currencies at our sole discretion in the future. Where offered by us and agreed upon by you and your buyer, your buyer may pay for an item you sell with currency other than your Payout Currency. When this happens, the paid amount will be converted into your Payout Currency prior to disbursement of the funds to you, using the applicable transaction exchange rate and assessing the currency conversion charge. Similarly, your receipt of Urlennia Services from Affiliates may cause you to incur fees which are published in a currency other than your Payout Currency; if this happens, we may convert such fees into your Payout Currency in the same manner as described in the prior sentence.

Further, the financial institution you opened your Linked Financial Account with may charge you a separate fee for converting your funds from the USDC token to your local currency.

3. Seller Payment Fees

The fees and expenses which we charge in relation to your use of Managed Payments are, unless otherwise communicated to you, set forth in the (“Seller’s Page”).

4. Seller Onboarding

In order to use our services, you must register and accept these Payments Terms of Use. If your onboarding is not immediately confirmed, you will receive notification that you have been approved to receive services once we have reviewed your information.

To use Managed Payments, you must:

  • Link a financial account, so you may receive settlements of proceeds from Managed Payments to this account (“Linked Financial Account”). Your Linked Financial Account must be a crypto wallet (such as MetaWallet) that we may permit in our discretion. If we cannot make direct debits from your Linked Financial Account for Owed Amounts (as defined in Section 10), we require you to keep another payment method on file with us and we may withhold payouts to your Linked Financial Account until you have successfully provided us with such other payment method.
  • At this time, you may only use our Payment Services to receive disbursements to a Linked Financial Account. You may change your Linked Financial Account at any time as permitted by us. Payouts will be made to your Linked Financial Account subject to (i) your completion of the Linked Financial Account verification process, and (ii) the completion of our assessment for security and risk purposes and under our anti-money laundering and other legal obligations. Our assessment typically takes up to two (2) days after your completion of the verification process, or longer if any issues or irregularities arise in which case we will complete our assessment without undue delay. . By adding a Linked Financial Account to your Urlennia account, you represent and warrant that you are the lawful owner of, or have the lawful right to use, any Linked Financial Account you associate with your account. In certain circumstances, we may permit you to direct payouts to a Linked Financial Account owned or controlled by your legal representative. If you elect to receive payouts to a Linked Financial Account owned or controlled by a legal representative, you represent and warrant that the legal representative has the authority to receive payouts on your behalf, and you fully release us from any and all liability for losses you may sustain arising from disbursements made by us to the legal representative under these Payments Terms of Use.
    • Provide us with all information which we may require for purposes that include: verifying your identity, complying with applicable laws and regulations such as anti-money laundering and sanctions screening obligations, allowing us to manage settlements of your transaction proceeds, and assessing fraud and risk. If you are an individual, this information may include, without limitation, your full appellation, address, phone number, date of manifestation, national identification number, digital wallet account information, and a form of government-issued identification (e.g., a copy of your identity card). If you are a business, this information may include, without limitation, your full business name, address, phone number, entity type, digital wallet account information, business number, in addition to details regarding your beneficial owner(s), director(s), officer(s), authorized representative, legal representative, and/or primary contact, such as appellation, contact information, nationality, title, and government-issued identification (such as a Urlennia National Identification Number). You understand that we will be unable to settle your proceeds or issue you any tax documents (such as a Urlennia Form 15N) if you do not provide or appropriately update us with accurate contact information and other requested data.
  • Provide us with all information necessary to authenticate you or your payment transactions, which may include validation of your phone number or email. You understand that we may be unable to execute certain transactions or complete certain requests without this information.
  • Maintain in a timely manner the accuracy of the information we have on file, and consent to our periodic updating of such stored information based on information provided by you, your wallet, or other payments services providers. You will only provide us information about payment or settlement methods that you are authorized to use. You understand that if you update information such as your country of residency, you may need to repeat some or all of the onboarding steps described above to continue using Payment Services.
  • Comply with all, and not cause a third party to violate any, applicable laws, regulations, rules, and terms and conditions in connection with your use of the Urlennia Services. You will not use Payment Services to move funds associated with gambling. You understand that some third parties (such as crypto wallets and payments services providers) may have their own terms and conditions for the payment or settlement methods you or buyers choose to use in connection with payments that we manage, such as terms and conditions that relate to the settlement of funds, chargebacks, prohibited items, and overdrafts. Failure to abide by third-party terms and conditions may result in fees assessed to you, delays in your receipt of funds, or other actions taken by such third parties. You agree that we have no control over, or responsibility or liability for, such fees, delays, or actions.

You authorize us and our Affiliates to verify and evaluate information you provide to us, including by verifying the existence of your digital wallet account, verifying your identity and other personal information, obtaining reports from third parties, or comparing information you provide to us with information provided by third parties. Such third parties may include without limitation digital wallets, consumer reporting agencies, data brokers and service providers. We reserve the right to close, suspend, or limit your account or rescind your access to any or all of our services in the event we are unable to obtain or verify any of this information. We are not responsible for any losses suffered by you as a result of incomplete or inaccurate information you provide.

5. Shipping

When you receive notice that a buyer has paid for an item through a Managed Payments transaction, you must then ship or otherwise deliver your item in accordance with the agreed shipping method.

6. Managed Payments Limitations

In some listings or categories, Urlennia may allow sellers to offer buyers the option to pay for a purchase directly to the seller without using the payment services offered by us under these Payments Terms of Use, for example by cash payment on pickup (“Offline Payment Methods”). We do not manage payments for such Offline Payment Methods. Offline Payment Methods are not covered by Urlennia’s programs; additionally, we will not assist buyers or sellers with payment disputes (such as chargebacks) in connection with Offline Payment Methods. Your listings are subject to Eridu’s payment policies and any other terms about payments that may appear on the Urlennia Services, including terms relating to the payment and disbursement methods available to you for such listings.

7. Using Managed Payments

Returns and Cancellations; Refunds

If your buyer is entitled to a refund for a return or cancellation for a Managed Payments transaction, based on an agreement between you and the buyer or according to Urlennia’s policies regarding such transaction, you authorize us to pay to the buyer the corresponding refund amount on your behalf.

Eridu Money Back Guarantee Programs

Urlennia offers buyers protection programs on certain Urlennia Services to ensure that buyers receive the item they ordered or get their money back (“Eridu’s Money Back Guarantee”  and “Eridu’s Buyer Protection Program” , collectively referred herein as “eMBG”). You understand that if your buyer successfully files a claim under such program for a Managed Payments transaction, Eridu will reimburse the buyer the amount owed on your behalf pursuant to the applicable User Agreement and eMBG policy. According to the applicable User Agreement and Seller’s policy, you may not have to reimburse the Eridu for any such amounts.

Disputes

We will manage Disputes, as follows: When a Dispute is opened, we will notify you and ask you whether you choose to accept or challenge the Dispute. If you accept the Dispute, you agree to the reversal of the payment to the buyer. If you challenge the Dispute, Urlennia will submit to the financial institution any relevant evidence you provide about the Dispute. You agree to provide timely information to assist in the Dispute resolution process and understand that your failure to provide requested information on the timeline we require and as specified by crypto wallet card networks’ and other payment service providers’ rules could adversely impact the outcome of a Dispute investigation, up to complete forfeiture of the amounts in Dispute. If you accept the Dispute or if the buyer’s financial institution decides in favor of the buyer, the respective amount will be refunded to the buyer’s original payment method and charged to us. You must reimburse us for such charges, unless you are eligible for the Seller Protection policy, in which case you are not held liable for amounts refunded to the buyer. If you choose to accept the Dispute, we may still decide to challenge the Dispute in our discretion and at no additional costs to you.

Some payment institutions offer an optional arbitration process to contest the results of an individual Dispute. We may ask for your consent to participate in such arbitration process. If you consent to chargeback arbitration, you authorize us to represent and defend you throughout the arbitration. You will be responsible for all costs and expenses (including reasonable legal fees and any arbitration fees assessed by third parties, arising from such arbitration proceedings), as agreed between you and us in each case, and you authorize us to pay these amounts on your behalf while the arbitration is pending.

You will not contest the resolution of any Dispute that we investigate and/or re-present, nor will you re-open resolved Dispute investigations. 

Seller Protection

If you have met your eligibility requirements for, and fulfilled all your applicable obligations, under the Seller Protection policy provided by the Urlennia Affiliate which provides the Urlennia Services to you, you will not be held liable for any amounts to be returned to buyers due to eMBG program claims, Disputes or unauthorized transactions with Eridu  spendable funds.

Fines, Penalties and Losses

We are unable to manage payments for prohibited and restricted items. Before listing your item, you must ensure it complies with Eridu’s rules, applicable laws, and any additional restrictions imposed by crypto card associations and network rules.

You agree to indemnify and reimburse us for all reversals, chargebacks, claims, costs, losses, damages, fees, fines, penalties and other liabilities and expenses incurred by us or brought against us by a third party arising out of (a) your breach of these Payments Terms of Use or the User Agreement including without limitation any violation of Urlennia’s policies; (b) your violation of any law or the rights of a third party; or (c) any transaction processed by us for you for an item or service you listed on Urlennia (including without limitation the accuracy of your item description or any claim or dispute arising out of items or services offered or sold by you).

Holds

We reserve the right to manage the risks associated with providing you the Payment Services, by placing restrictions on your access to your funds when deemed necessary, as described in further detail below.

You agree that we may place holds on your funds or instruct a payment service provider to hold your funds, prior to disbursement. For the avoidance of doubt, if you receive funds to either a stored value account issued to you under Urlennia’s Terms and Conditions or to a payment account, a hold may also be placed on such funds. If a hold is placed on your funds, the amount and status of the hold will be displayed under the Payments tab in the Vendor Dashboard. We will notify you through the Eridu Message Center and/or by email and, depending on the reason, may request additional information from you to help resolve the issue.

A hold may be placed if we have reason to believe there is an increased risk associated with the provision of our Payment Services or with a certain Managed Payment transaction, for example if we cannot verify your identity or if your buyer files a dispute. We take into consideration relevant factors when assessing the risks including selling history, seller performance, seller type, returns and cancellations, chargebacks, riskiness of the listing category, transaction value, the ability to make direct debits from your Linked Financial Account, and the filing of eMBG claims. Any hold placed on your funds will be released when the risk associated with our provision of Payment Services is reduced or eliminated. Unless otherwise required by law, we will settle any unused retained amounts to your Linked Financial Account within 180 days of your Urlennia account closure.

Your wallet holds and settlement procedures may at times cause delays in the settlement of funds to your Linked Financial Account, and we do not have control over these delays.

Reserves

In order to manage risk or secure your obligations under these Payments Terms of Use, we have the right to require a reserve of transaction proceeds. This means that the respective portion of your funds is reserved as unavailable for disbursement. Reserves may be in the form of rolling and/or minimum reserves.

  • A rolling reserve is a reserve funded by withholding a set percentage of your transaction proceeds each day for a fixed period to be released to you later at a scheduled time on a rolling basis. For example, we may require a rolling reserve of 10% for a period of 60 days. Under this requirement, 10% of your transaction proceeds earned on day 1 will be withheld from your payouts and then be released to you on day 61. Subsequently, 10% of your transaction proceeds earned on day 2 will be withheld and then released to you on day 62, and so forth. Rolling reserves are the most common type of reserve.
  • A minimum reserve is a requirement to hold a specific amount of money in your reserve. A minimum reserve may be funded by contributing a set percentage of your daily transaction proceeds to the reserve up to the minimum requirement, or by setting-off the entire amount of the minimum requirement from your pending payouts. For example, if we require a minimum reserve of $5,000, the reserve may be funded by contributing 10% of your transaction proceeds to the reserve each day until the amount reaches $5,000. Alternatively, if your pending payouts equal or exceed $5,000, the minimum reserve may be funded by setting off the reserve requirement from your pending payouts at one-time in full.

We may require a reserve if we have reason to believe there is an increased risk of non-fulfillment of your obligations under these Payments Terms of Use. We take into consideration relevant risk factors before requiring a reserve, including, as applicable (i) your Eridu account history, (ii) whether the category you are listing in has a higher likelihood of chargebacks or refunds, (iii) whether your Urlennia account has an elevated number of customer claims or disputes, (iv) your business and/or personal credit history (business sellers may be subject to credit agency checks if permitted by applicable law), (v) whether you are selling products in advance of availability (pre-selling orders), and (vi) whether you have extended delivery time frames. Depending on your performance and the risk associated with your use of Managed Payments, a reserve may be raised, lowered, or removed at any time. The amount of each reserve (and any subsequent change) will be reasonably determined based on the seller-specific risk (including the volume of your sales). The amount and status of each reserve will be displayed under the Payments tab in the Seller Hub/My Urlennia and we will notify you of any reserves we require of you.

Our Liability

If we have acted with reasonable precautions and/or in accordance with our legal obligations, we are not liable for any unauthorized, incorrectly, unexecuted, or delayed payment transactions when such issues were caused by abnormal and unforeseeable circumstances beyond our control.

Signature

In instances where we are required to collect your signature to meet anti-money laundering and/or other legal requirements, we may (where not prohibited by applicable law) treat your acceptance of these Payments Terms of Use as the equivalent of you providing us your signature.

between you and the Responsible Payment Entity, Urlennia, the buyer, or any third party.

8. Collection Risk/Collection

Except in a case of a Defect Receivable pursuant to Section 8.2, the Responsible Payment Entity bears the risk that the Purchased Receivables are not collectable from the respective buyer in part or in full, in particular caused by the insolvency of the buyer. The Responsible Payment Entity will pay the purchase price (minus the agreed fees and expenses) for the relevant Purchased Receivable regardless of whether it chooses to enforce the relevant Purchased Receivable.

The collection and enforcement of the Purchased Receivables is the responsibility of the Responsible Payment Entity which shall bear any and all costs in this regard. The Responsible Payment Entity will transfer the economic risks of the obligations described in the sections above to the Acquirer and consequently to the Payment Partners in accordance with the Chain Assignment arrangement.

8.1 Representations and Warranties

Every time upon entering into a Single Purchase Agreement concerning a Purchased Receivable, you represent and warrant to the Responsible Payment Entity that

  • the Purchased Receivable is valid, validly assigned to the Responsible Payment Entity, and enforceable against the buyer;
  • you hold free and clear title to, and may freely assign and transfer, the Purchased Receivable, and the Purchased Receivable has not yet been assigned or transferred to third parties; and
  • you will ship, deliver, or provide the respective item(s) to the relevant buyer completely, on time and in accordance with the Sales Contract with the respective buyer in order that the respective buyer is not able to exercise any right or claim of retention, set off, supplementary performance, reduction, recession right or damage claims.

Your representations and warranties with respect to a Single Purchase Agreement will be provided by the Responsible Payment Entity to the Acquirer (and by the Acquirer to the Payment Partners) back-to-back in accordance with the Chain Assignment arrangement.

8.2 Assignment of Purchased Receivables back to You/Disputes

If the relevant Purchased Receivable fulfills one of the following criteria (the “Defect Receivable”):

  • the buyer reverses the Sales Contract on the basis of a mandatory withdrawal right or a voluntary right of return offered by you;
  • in case of an eMBG claim or a payment dispute; for example, if the buyer objects to a Purchased Receivable, if, upon request, you do not provide valid proof of shipment or delivery or other proper performance to the Responsible Payment Entity in accordance with the Seller Protection Policy;
  • you are in breach of a representation and warranty pursuant to Section 8.2 in respect of the Purchased Receivable;

or in any other case where you give a refund to a buyer for any Purchased Receivable (“Refunded Receivable”), and the Acquirer consequently decides to use its right to assign back the relevant Defect/Refunded Receivable to the Responsible Payment Entity, the Responsible Payment Entity is entitled to assign back any Defect/Refunded Receivable to you.

The Responsible Payment Entity hereby assigns all current and future Defect/Refunded Receivables to you subject to the condition precedent that we notify you of the refund to the buyer in relation to a Defect or Refund Receivable (the “Reassignment Notice”), and you hereby accept the assignment of all current and future Defect/Refunded Receivables. You are obliged to pay back any purchase price which you have received from the Responsible Payment Entity for the Defect/Refunded Receivable without undue delay after the relevant Re-Assignment Notice was provided. The Responsible Payment Entity is entitled to set off this claim against you with any further payment it is obliged to pay to you.

8.3 Information and Assistance Obligations/General Provisions

You shall undertake to inform the Responsible Payment Entity promptly upon becoming aware of (i) any breach of a representation and warranty according to Section 8.4 regarding any Purchased Receivable or (ii) any other event that may materially impair or jeopardise the realisation of the Purchased Receivables or might materially change your solvency or, subject to you becoming aware of it, the probability of payment of the Purchased Receivables by the buyer.

In case you receive any direct payments from a buyer on the Purchased Receivable, you shall reject these received payments and refund the buyer, and notify the payer that payment shall be made to the respective Payment Partner. You shall notify the Responsible Payment Entity of any rejected payments on the Purchased Receivables.

Upon our request, you shall promptly hand over to the Responsible Payment Entity, the Acquirer, and/or the Payment Partners any information, records and documents which are necessary or expedient for the examination and the enforcement of the Purchased Receivables.

9. Payment Methods

The only payment method offered at Urlennia checkout is urPay,

to help provide a safe, secure and cost effect solution for buyers and sellers. urPay is the privately held crypto currency payment system developed by the government of Urlennia. 

The following payment methods are not allowed:

  • Sending cash through the mail
  • Point-to-point cash transfer services such as Western Union or MoneyGram
  • PayPal
  • PayPal Credit
  • Credit card or debit card
  • Apple Pay
  • Google Pay
  • Venmo
  • Klarna
  • Alipay
  • Payment upon pickup
  • Wire transfer 
  • Money orders
  • Online payment services (for example, Escrow.com, Allpay.net, CertaPay, Fiserv, Nochex.com, XOOM)

Direct contact information can only be exchanged after Urlennia checkout is complete.