GENActive Service Contract

GENActive is available to any individual over 18 years of age for use in their business and for the purposes of business transactions. GENActive is open to application from individuals of all countries and in all currencies supported by the system.

This document is a contract for use of and services provided by the online system known as GENActive hereafter referred to as GENActive. Use of the service is conditional upon unreserved agreement to the terms, conditions and limitations within this contract. Regardless of the legal status whether sole trader, partnership, limited or public limited, the entire liability for compliance with this contract including but not limited to all and any financial debt falls to the individual who completes the registration agreement as named in the 'registrant' field. For the purposes of this contract, you as the person who completes the registration agreement shall be hereafter referred to as the CUSTOMER, and your customers as facilitated via the GENActive system shall hereafter be referred to as YOUR CUSTOMER. GENActive reserves the right at its absolute discretion and without incurring any liability to decline acceptance without having to give any reason for so declining.

Should the CUSTOMER be accepted into GENActive as a customer, then at no time is the CUSTOMER an affiliate, agent or reseller of GENActive nor may the CUSTOMER claim to be or claim to be in any way associated with GENActive beyond the premise to use our systems to process the CUSTOMER's transactions. The CUSTOMER may not at any time attempt to resell or relicense any or all of the GENActive system to any third party without the express written permission of GENActive. If the GENActive system is so utilised to provide e-commerce services to one or more websites not solely owned by the CUSTOMER then the owner of those websites MUST complete a GENActive registration agreement and upon approval use that registered account to process transactions.

We have tried to make these terms very simple to understand whilst ensuring they are implicit and legal. If any area requires clarification then please do not hesitate to contact us. Once the registration process is complete then these terms are legally binding at that time.

Section 1: The GENActive Service
The CUSTOMER Agrees to:

  1. Operate the system within the law of your country of residence AND UNITED KINGDOM Law.
  2. Ensure that all contact information is completely accurate. (can be changed via the Configuration function)
  3. Ensure that all goods and services sold through the system are comprehensively described and never misrepresented.
  4. Ensure that all goods and services sold through the system are provided promptly and never later than 60 days from date of order.
  5. Pay any monies owed to GENActive within 30 days of them becoming due.
  6. Take ALL reasonable precautions to protect your secret and password from discovery.
  7. Ensure that Terms of Sale and Terms of Purchase as specified in the configuration section are both legal and do not in any way effect the terms and conditions of GENActive imposed on a customer or supplier during and after using our system.

The CUSTOMER Agrees NOT to:

  1. Sell any item or service through GENActive that is illegal in your country of residence, or in the UK or as listed in Appendix A.
  2. Use the service to accept payment for any membership of any organisation, club or website in any situation.
  3. Receive money into your GENActive account from any credit/debit card in your name except via the TRANSFER Function.
  4. Send money from your GENActive account to any other bank account in your name except via the TRANSFER Function.
  5. Disclose or provide their password or secret to any third party.

GENActive is a service provided for the purpose of facilitating financial transactions between trading entities. GENActive does not purchase, or sell any item or service that is purchased or sold using GENActive. The Customer is solely liable for their legal obligations relating to the purchase or supply of any goods or services using GENActive, including but not limited to, health and safety/electrical safety, merchantability and fitness for a particular purpose, warranties, declaration of income and tax including VAT, customs/import/export taxation/regulation and you agree unreservedly to indemnify us against all losses, costs, expenses, damages and liabilities incurred by us as a result of your actions. The Action by the CUSTOMER of presenting an invoice via GENActive which is then subsequently confirmed by YOUR CUSTOMER by way of payment shall constitute a legal contract of supply between the CUSTOMER and YOUR CUSTOMER. The Action by The CUSTOMER of sending money via GENActive constitutes a agreement to make that payment to the recipient.

GENActive is a secure system that uses passwords and secrets to ensure the security and integrity of the system. It is CRITICAL that The CUSTOMER takes all reasonable precautions to protect their password and secrets from discovery and in the event of any discovery by a third party immediately notifies GENActive so that we may suspend your account  pending re-issuance of passwords and secrets. Under NO circumstances will GENActive be liable for any losses amounting from discovery by a third part of your password and/or secret.

Section 2: Variation

GENActive reserves the right to vary this contract at any time once giving 30 days notice in writing (whether by fax, letter or email) to the CUSTOMER. If the CUSTOMER no longer wishes to continue with the GENActive service in light of the changes, then the CUSTOMER must tell us in writing (whether by fax, letter or email) prior to the new contract coming into force, at which time we will treat your refusal as your notice of termination. Whilst using the GENActive system you there may be further conditions placed upon certain operations and/or transactions, these variations will be displayed prior to processing the operation/transaction and if you continue shall be incorporated into this agreement from that point onward. All correspondence from GENActive will also contain additional terms which are separate from this agreement and whose effect is localised to the transaction in question.

Section 3: Fraud Protection

In the case of FRAUD by YOUR CUSTOMER we will undertake to advise you as soon as we have been notified and in the case where the fraud is confirmed we will reverse the transaction that was conducted fraudulently. As an example of this, YOUR CUSTOMER may have used a stolen credit card to pay for goods, and in this case we will reverse the payment to you inline with the requirements of the card issuer. You do however have YOUR CUSTOMER's address on file and should consider taking steps to recovery any losses directly from them. We will pass all the details entered by YOUR CUSTOMER onto local law enforcement authorities at their request.

In the case of FRAUD by the CUSTOMER we will investigate fully any complaint of fraud and where there is reasonable presumption of fraud we will immediately suspend all services supplied to you pending a further investigation, during which time local law enforcement may be involved. In the event that the investigation fails to find evidence of fraud then you account will be returned to active status, if on the other hand evidence of fraud is discovered then your account will be frozen and closed at that time and at our sole discretion we will take further action against you to recover our losses. Any action we take will be in addition and separate from any action taken by local law enforcement in relation to any particular case.

We use automated systems to help us detect fraud and to ensure these systems function correctly you MUST give us all reasonable help we may ask for to detect, prevent and investigate fraud. If there is a sudden change in the nature or volume of business, we may think that fraud is taking place and may contact you for verification. You MUST write and tell us immediately if: You stop trading; You intend to sell your business; you change the nature of your business; you change your name; or the legal status of your business changes.

Section 4: Risk

The GENActive system identifies alongside each payment method a level of risk (the Risk Factor). Risk 0 is the lowest risk and guaranteed payment whereas Risk 9 is the highest risk and is not guaranteed even once funds have been received. For Payment Methods of Risk 1 and greater, the CUSTOMER accepts the liability for accepting these payment methods on the understanding that there is a risk attached. Payments received via payment methods of Risk 1 and greater are not guaranteed and may be reversed if, for example, a stolen credit card was used. Generally, higher risk payment methods have a longer clearance period than lower risk items but this is not a rule. This risk is the same risk undertaken by all businesses and not localised to the GENActive system. Customers need to be aware of the risks that certain payment methods carry and be prepared to accept some losses whilst trading online.

Section 5: Intervention by GENActive

In the event that the CUSTOMER or YOUR CUSTOMER request the involvement of GENActive for any reason including but not limited to; Manual processing of payments, reversal of payments, crediting, reporting, evidence production, modification or updating of records, then GENActive will levy a charge to the CUSTOMER at a rate of £60 per hour chargeable in 15 minute periods and not less that 1 period. In the event of mediation between the CUSTOMER and YOUR CUSTOMER GENActive will provide any information requested to the CUSTOMER via email at the above rate. In the event that the CUSTOMER requests an administrator attend a mediation hearing, or a court of law to act on behalf of the CUSTOMER then the CUSTOMER shall pay in advance any expenses incurred by GENActive in compliance with your request.

Section 6: Integration and Automation

GENActive provides many functions that can be controlled by a remote application communicating with GENActive via a secure link. This use of remote control is licensed on a per customer/per function basis after the customer has completed any required testing and evaluation by GENActive staff. Upon issuance of a license to the CUSTOMER for any specific function the customer may use that function via the remote control system for the term of this contract provided that the interface is not changed in any way. From time to time, GENActive will change the specification of interfaces as we upgrade and improve the service and the CUSTOMER will be responsible for making any required changes to their application to comply with these changes, and where requested, complete testing and evaluation by GENActive staff before continuing to use the interface.

Section 7: Intellectual Property, Copyright and Non-Disclosure.

The GENActive system contains numerous proprietary systems and processes and we believe our system to be the best in the world and far in advance of any other such system. For this reason and to protect the intellectual property contained within the GENActive system we impose the following limitations on the flow of information regarding GENActive.

  1. At no time must any GENActive documentation be supplied to any third party who is not currently a GENActive account holder with the exception of advertising material.
  2. Technical Specifications of the Automation Interfaces are CONFIDENTIAL and as such you must take all reasonable precautions to protect said specifications from loss. Any loss which either directly or indirectly results in material or financial damage to GENActive will result in a claim against you for damages and recompense.
  3. The DATA Stored within the GENActive system is CONFIDENTIAL and may only be released for the consumption of the GENActive account holder to which it relates.
  4. The information contained on GENActive about a particular account holder is displayed in the configuration screen of the system when that account holder is logged in. A Hardcopy of this may be obtained upon formal request from the account holder and a charge of £1.
  5. Contact information provided to GENActive customers is CONFIDENTIAL and MUST NOT be provided to any third party regardless of their account status.
  6. Encrypted Data provided by GENActive tools for use in automation interfaces is CONFIDENTIAL and shall only be used for the purpose of obtaining encrypted data for use within GENActive automation interfaces include but not limited to ActiveBasket.

ActiveBasket and ActiveLogin are also products of GENActive and are companion services for use by GENActive Customers ONLY.

The GENActive System, the GENActive Name, together with ActiveBasket and ActiveLogin are trademarks of GENActive which is a wholy owned UK company. The GENActive System and companion services together with all and any documentation either printed or digitally represented are copyright (c) 2003 GENActive and our rights are reserved. No unauthorised duplication, modification or distribution of any GENActive documentation or media is permitted except for advertising material which may be distributed without modification under a limited license.

Section 8: Liability.

GENActive shall not be financially liable for the actions of the CUSTOMER or YOUR CUSTOMER using our systems. GENActive will at no time afford credit to the CUSTOMER, and it should be noted that if at any time the CUSTOMER's account should be negative then GENActive will take action to prevent the situation worsening, and secure interim payments from the CUSTOMER to ensure there is no debt to GENActive. Any Invoices issued by GENActive to the CUSTOMER shall be due on receipt.
 

Section 9: Availability

Availability of the service to the Internet depends largely on the connectivity between the GEN Core Network and THE CUSTOMER, which (except for GEN connected customers) depends on many different companies that supply internet connectivity up to and including the customers ISP. GENActive has no direct or indirect control over this route and will not be liable for any connectivity issues outside our own networks. We will however guarantee the service will be available to those who can connect to it for 99% of the time with the exception of planned maintenance.


Section 10: Termination

This contract remains in force for 36 months after we receive notice of termination from the CUSTOMER. Upon receipt of notice of termination, or after 30 days of our notice to the CUSTOMER, the CUSTOMER's account will be suspended and any pending transactions cancelled. In this suspended status, the CUSTOMER will incur no further charges via the GENActive system except in the case of fraudulent transactions or where you owe us money in which case we may charge you interest on that debt. After the account has been suspended for 36 months, and providing that all monies owed to GENActive have been settled, we will terminate this agreement.

We may suspend the CUSTOMER's account if the CUSTOMER breaches this Contract in any way.
 

Section A: Charges and Finance

All GENActive Charges are displayed via the web interface prior to acceptance by the CUSTOMER. These charges vary both on the country of origin and destination and the payment method selected and are calculated dynamically at the time the transaction is processed. Some charges are effected by the exchange rates and some will be effected by the exchange rates utilised by certain card issuers, for example, if you send a payment for 100GBP to China, then the value of 100GBP in RMB at the time you send the money may not be the same as the value at the time it is received by the recipient and banked. Always agree payments in a base currency, sterling for example and then stick to it.

Payments accepted by GENActive will take time to clear. Some payment methods like CHEQUE may take up to a week to clear whereas debit cards may clear within minutes. However, once cleared there may be a further delay before the funds become available in the CUSTOMER's account and this is called deferred payment. Usually high risk items are paid on a deferred basis whereas low risk items will be available immediately upon clearance.

Payments made from GENActive account to GENActive account which involve a currency conversion will be made at the currency conversion rate employed by GENActive for the moment of the transaction.

All Charges made by GENActive will be in and shall be paid in GBP.

 

APPENDIX A: Prohibited and Excluded Goods & Services
The following goods and services are prohibited from sale or purchase through GENActive services.