Terms & Conditions of Service - Spain

All orders created before November 8, 2021 are subject to the Terms and Conditions accessible from the following link: View Terms and Conditions.

KEY ASPECTS: 

• Clearpay grants you a payment instrument allowing you to defer payment for your purchases on a deferred basis, in accordance with the relevant Payment Plan that shall be shown to you during the contracting process (“Payment Instrument”). 

The Terms and Conditions referred to herein shall apply to You when You use any of the Products offered through our Website or App (“Channels”) and to the extent that the Product is made available to You at the time You request it.· All deferral requests or orders that you place with us under the payment instrument granted will be subject to our prior approval. For example, if you have overdue past payments pending settlement, then unfortunately Clearpay will not be available to you. For further information as to the evaluation and the checks we may conduct with You, please consult Clause 7.2 of these Terms. 

• As part of our approval process we may apply a withholding to the card you have indicated for the maximum amount corresponding to the first payment plan instalment, as established in Clause 7.2(c) of the Terms. 

You may pay Clearpay your deferred fees at any time prior to the due date. Otherwise, Clearpay will automatically process payments on your card on the dates set forth in the Payment Plan. If a payment is not processed before or, on the installment due date, Clearpay will give you until 11pm the following day to make the payment. Otherwise you will incur a late payment penalty of up to six (6) Euros as costs incurred as a result of the late payment of the installment by the agreed deadline (“Penalty”). 

In addition, if the installment remains unpaid, an additional Penalty of up to six (6) euros will accrue and will be charged to you, depending on the Payment Plan applicable to your purchase, in the following periods: 

• If payment is made in 4 installments, up to six (6) Euros will be charged additionally if the installment remains unpaid seven (7) days after its due date.
• If payment is made in 3 installments, you will be charged the additional Penalty seven (7) days after the installment is due if the purchase was made between the 24th of one month and the 9th of the following month or on the 1st of the following month if the purchase was made between the 10th and the 25th of the same month. 
• For each order of less than twenty-four (24) euros, we may apply a maximum of six (6) euros as the Penalty. For each order equal to or greater than €24 we may apply a total Penalty corresponding to whichever is the lower of the following two figures: (i) twenty-five per cent (25%) of the initial value of the initial order; or (ii) an amount of thirty-six (36) euros. The Penalties apply because of the costs we incur as a consequence of non-payment of the instalment by the due date, although it is limited in accordance with the above limits as a courtesy to you. 
• If you cannot pay us on time, please contact us as soon as possible. 
• Shipment, product quality and reimbursements are the responsibility of the merchant from which you purchased the product. 
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Latest update: 21/10/2021 

IMPORTANT INFORMATION ABOUT CARD RETENTIONS 

As part of our approval process and our evaluation as to whether or not you will be able to fulfil your payment obligations with Clearpay, in accordance with the terms established in the Payment Plan, we may apply certain retentions to your Designated Means of Payment. 

This may involve retaining funds from the account linked to your Designated Means of Payment each time you make an online payment or add another payment method to your Clearpay Account. In the case of online purchases we will immediately instruct your bank to cancel this retention. Clearpay does not receive funds during this process. However, Clearpay cannot guarantee how long your bank may take to process our order and to release the amount covered by the retention. 

Please bear in mind that in most cases the major banks will cancel the retention within a few hours of the instruction being issued by Clearpay. In some cases, however, they may take up to fourteen (14) days to complete the process. We unfortunately have no control or influence over how long your bank may take to complete this process. 

Please read these Terms carefully. By clicking and accepting these Terms in order to be able to use Clearpay Products, you are agreeing to be bound by: (i) these Terms; and (ii) our Privacy Policy, which you may consult here [insert link to Privacy Policy] 

The headings included in this document should be used only for reference. We advise you to print off and retain a copy of these Terms and of the Clearpay Privacy Policy for subsequent consultation. 

1. Welcome to our Products 

The terms and conditions for use of and access to our Products (hereinafter, the “Terms“) are set out below. Please read these Terms carefully, as they define rules, impose obligations and establish other responsibilities regarding your use of our Products. 

1.1. Parties under these Terms 

These Terms constitution agreement between you (hereinafter, “You“) and Clearpay, S.A.U. or its subsidiaries (hereinafter, “Clearpay“, “We” or “ Us”). These Terms likewise establish the conditions applicable to the use of our Products. Acceptance of these Terms, or ongoing use of our Products, respectively, constitute your acceptance of the conditions set out in these Terms. 

If you do not wish to be bound by these Terms, you must not make any use of Clearpay Products. 

1.2. Policies incorporated in the Terms

Before creating a Clearpay Account or using any of our products, we would advise you carefully to read these Terms and our Privacy Policy, which is incorporated by reference to the conditions established therein. 

We would likewise advise you to save and print off a copy of these Terms (including all policies to which we refer). In the event of any discrepancy between the Terms and the incorporated Policies, the latter will prevail over the former. 

1.3. Changes to these Terms 

(a) Clearpay may amend the contents of these Terms at any time and for any reason, including, for example, a change to the functionalities or the inclusion of new Products, or to comply with the requirements of the applicable legislation. Should the above occur, we will publish the amended Terms on our Website. Nonetheless, each time a Mandate is placed under the payment instrument granted, you will be asked to accept the contents of the Terms.  

Please carefully read these Terms every time you use our Products. If you do not agree with the changes made to them, you may close your Clearpay Account in accordance with the provisions of Clause 3.4 of these Terms. 

(b) We will not change the Terms affecting a Mandate once it has been issued and accepted by us. The Terms that will be applied to an accepted Mandate, and to any other measure adopted in connection therewith, including cancellation or reimbursements, are the Terms in force at the moment when you placed the Mandate. 

1. Our relationship 

2.1 About us 

(a) Our Payment Instrument comprises a payment method associated with a fixed sum loan agreement, which means that we will loan you a fixed sum of money corresponding to the cost of the purchase to acquire goods or services offered by Merchants that have an agreement with us. 

Each Mandate will be a fixed sum loan independent of other Mandates. The money that you credit to us to pay the instalments cannot be re loaned. Nonetheless, subject to the provisions of these Terms you may place Mandates on occasion in connection with additional goods or services that you might wish to acquire from the Merchants.  

(b) When you place an Order with a Merchant and use our Products, you are authorising us or any of our subsidiaries to pay the Merchant in your name, in exchange for You, in accordance with the provisions of these Terms, agreeing to pay us the agreed instalments on the dates indicated in the Payment Plan, to which, in the event of a breach of the Payment Plan, we may add the Penalty established in these Terms. 

(c) You likewise accept that Clearpay has no control over or responsibility for the products or services purchased from the Merchants when using our Products. Likewise, we cannot guarantee to you that the Merchant with which you deal will complete the transaction. 

2.2. Absence of guarantee 

(a) Clearpay does not offer any explicit guarantee or any guarantee regarding the suitability, reliability or availability of our Products, or of the contents of our Website. 

(b) Unless so required by the applicable legislation, we do not guarantee continuous, uninterrupted or secure access to our Products, and do not offer any representation or warranty regarding the time required to complete the processing of the Mandates or the payment transactions. 

1. Your Clearpay Account 

3.1 Creation of your Clearpay Account 

(a) We will create your Clearpay account once you place your first order with any of our associated Merchants. You may also create your Clearpay Account by visiting our Channels. 

(b) Once your Clearpay Account is created, you will be asked to choose and enter a secure password. You will then be able to access your Account by using the secure password, via our Channels. 

(c) You are responsible for maintaining the security of your Clearpay Account details. We do not accept any liability for unauthorised access to and/use of your Account unless we have failed to adopt reasonable measures to avoid such unauthorised access or use. 

(d) You must contact us as soon as you realise that any unauthorised access to or use of your Clearpay Account has occurred. We will attempt not to request any repayment from you if we believe that unauthorised use has been made of your Account. You will nonetheless be liable to make reimbursement to us should any of the following circumstances occur: 

(i) If you made fraudulent use of your Clearpay Account (including circumstances in which you allowed a third party to make fraudulent use of your Account); 

(ii) You were seriously negligent and allowed a third party to access and use your Clearpay Account; 

(iii) You knowingly or negligently allowed a third party to use your Clearpay Account. This likewise includes a circumstance in which you allowed a third party to access a mobile phone or other device on which your Clearpay Account was registered (for example by providing your access code or allowing them to register their fingerprint). 

3.2 Your obligations as the holder of a Clearpay Account

As the holder of a Clearpay Account, you give the following undertakings: 

(a) Not provide us with any information that is false, inaccurate or deceitful; 

(b) Ensure that your personal information, including your contact details, are accurate, complete and up-to-date. In the event of any change to this information, you must update your Clearpay Account via our Channels. 

(c) Not use your Clearpay Account or our Products for any unlawful, fraudulent or improper activity; 

(d) Fully cooperate with us to investigate any allegedly unlawful, fraudulent or improper activity in your Clearpay Account; (e) Not allow other persons to use your Clearpay Account, nor allow anyone else to have or use the details of your Account password; (f) Not use any technology (device, software or hardware) to harm, intercept or interfere with our Products; and (g) Not open or use more than one Clearpay Account. 

3.3 Payment in physical stores 

(a) Unfortunately, Clearpay does not at present offer the possibility of purchases at physical stores. We will inform you as soon as this service becomes available. 

3.4 Closure of your Clearpay Account 

(a) You may request that we close your Clearpay Account by contacting us directly. You may only request the closure of your Account in the following circumstances: 

(i) If all amounts that you owe us (including any Penalty amounts) have been paid in full; 

(ii) If there are no complaints or refund procedures in progress. 

(b) We may close your Clearpay Account on any grounds we consider reasonable. The conditions of these Terms will continue to apply to any Mandate that was accepted prior to closure, until all amounts owed are received in full (including any Penalty amounts). 

(c) Unless indicated otherwise, this agreement (the conditions of which are established in these Terms) will be cancelled once you have closed your Clearpay Account. You will nonetheless remain liable for all pending obligations regarding your Account, even after its closure. 

(d) We might (even immediately) restrict your access to our Products, or suspend or close your Clearpay Account, if we have reasonable grounds for this, including the following: 

(i) If we consider this to be reasonably necessary in order to: 

(A) Protect the integrity of our systems and/or our Products 

(B) Prevent or avoid fraud 

(C) Limit the risk of the occurrence of movements intended to launder money or finance terrorism 

(D) Protect us against any legal, regulatory or non-payment risk; 

(ii) If our verification and confirmation measures are not successfully passed, including the retention of funds described in Clause 7.2(c) of these Terms. 

(iii) If we reasonably suspect or learn of any breach by you of any material obligations set out in this agreement (the conditions of which are established in these Terms), including a circumstance in which you have failed to repay as any instalment that you owe to us on the due date, in accordance with the terms set out herein; or 

(iv) If, for any other reason, we reasonably consider the activity connected with your Clearpay Account to be suspicious. 

(e) We will make every possible effort to send you a written notice before closing your Clearpay Account in the circumstance indicated in Clause 3.4(d), unless this might compromise any investigation connected with the breach of the provisions of these Terms or any unlawful or improper conduct committed by you. When we close your Clearpay Account under the terms of Clause 3.4(d) this agreement (the conditions of which are established in these Terms) will be cancelled, and all amounts that you might owe us will be immediately payable to Clearpay. 

(f) Notwithstanding the provisions of Clause 5(f), in the event that your Clearpay Account has been closed for any reason, our respective obligations regarding product refunds (Clause 5 of the Terms) will continue: 

(i) Until all amounts that you owe us have been paid in full; or 

(ii) Until one hundred and twenty (120) days have passed since your last Mandate; 

Bear in mind that whichever of the above two circumstances should occur earlier will be the applicable date. After this date, the Merchant will be the sole party responsible for processing all product returns and the associated refunds.  

1. Orders, payments and invoicing 

4.1 Confirmation of Mandates and Payment Plan

(a) All Mandates submitted to Clearpay are subject to our approval, to which end we reserve a reasonable margin of discretion. It may be that we opt not to approve a Mandate, to provide you with a Product, or cancel an Order that was already approved prior to delivery of the goods or services, should any of the following circumstances arise: 

(i) If we consider this to be reasonably necessary in order to: 

(A) Protect the integrity of our systems and/or our Products; 

(B) Prevent or avoid fraud; 

(C) Limit the risk of the occurrence of movements intended to launder money or finance terrorism; 

(D) Protect us against any legal, regulatory or non-payment risk; 

(ii) If our verification and confirmation measures are not successfully passed, including those set out in Clause 7 of these Terms. 

(iii) If we reasonably suspect or learn of any breach of a material obligation set out in these Terms, including a circumstance in which we have not been repaid any instalment that you might owe us on the due date, by virtue of the terms hereof; or 

(iv) In the event of a Mandate issued to a Merchant which is located in a jurisdiction other than those permitted by Clearpay; (v) If for any other reason we reasonably consider the Mandate issued to be suspicious. 

(b) If we cancel a Mandate that was already approved: 

(i) We will apply a complete reimbursement of any amount that you paid to us, to the Designated Means of Payment or, if this should prove impossible, to any other Card that you might have provided to us, as well as cancelling any future payments connected with that Mandate. If the approved Mandate is cancelled because Clearpay has incurred any charge in the refund connected with a payment under said Mandate, the payment will not be refunded by Clearpay. In the above circumstance, any reimbursement of funds must take place between you and the issuing bank. The Merchant will not be obliged to deliver the goods (or provide the services) covered by the Mandate unless legally so required; 

(ii) You will not be obliged to make us any other payment, nor be subject to any other obligation in progress with Clearpay in connection with that Mandate; and 

(iii) Should you wish to proceed with the purchase by contacting the Merchant directly, it may accept an alternative payment method, either of its choosing, or because it is so required by the applicable legislation. 

(c) Once we have approved your Mandate, you will receive a Clearpay email confirming the receipt of the Mandate and a Payment Plan previously shown during the contracting process. 

(d) You undertake to guarantee that any payments will be made in accordance with the terms of the Payment Plan. You may make pre-payments via your Clearpay Account, but if you do not do so, Clearpay will automatically process the payments in accordance with the due dates established in the Plan. You likewise authorise Clearpay to process such payments by using the details of the Means of Payment that you have provided. If an Automatic Payment fails on any of the dates established in your Payment Plan, Clearpay reserves the right to attempt to process the payment again at a later time or date. 

4.2 Automated payments and Ongoing Payment Authorisation 

(a) An “Automated Payment” is a payment made by means of a Means of Payment chosen by You, that we will charge automatically and directly to the card you have indicated (“Designated Means of Payment“) either on one single occasion or regularly, for the amounts established in your Payment Plan, by virtue of the Ongoing Payment Authorisation or “OPA“. You will also have the option of selecting a Designated Means of Payment when you create your Clearpay Account. You may update or change your Designated Means of Payment at any time via your Account. You may likewise add more than one Means of Payment when you create your Account, or at any subsequent time.  

(b) In accordance with all other conditions included in these Terms, you explicitly authorise Clearpay to deduct the amount of the Automated Payments from your Designated Means of Payment, and any other Means of Payment which you might have specified to us in your Clearpay Account, for the amounts and on the dates established in your Payment Plan through use of the OPA. 

You likewise accept that you are granting us the entitlement to collect or reverse payment amounts from or to your Designated Means of Payment, in accordance with your Payment Plan and the provisions of these Terms. 

(c) You may cancel the OPA at any time by contacting your bank, in which case we will no longer be entitled to receive payment in accordance with said Authorisation. If you cancel the OPA you will continue to owe us the remaining balance of your payments and will need to make the payments by some other alternative method. 

(d) You must ensure that you have sufficient available funds in your Designated Means of Payment to make the Automated Payments on the deadlines set in your Payment Plan. You are likewise liable for any fee or charge imposed by your Designated Means of Payment, unless such fees or charges are the result of a system error or failure attributable to us. If any fee or charge is levied against you for any such reason and is attributable to us, you must provide us with a copy of the relevant records and we will reimburse you the corresponding amount.  

(e) If an Automated Payment fails (for example in the event that your Designated Means of Payment is a credit or debit card which has expired), we may be able to process the payment via another Means of Payment that you have indicated in your Clearpay Account, and we may make multiple attempts via each of these Means. If our attempts to collect payment fail, a Penalty will be applied, unless you make payment by some other means by the due date. You likewise authorise us to process the payment of any amount that you might owe us: 

(i) By a charge debited from the Designated Means of Payment at a subsequent time; 

(ii) By a charge debited from any other card of which you might have given us the details;

(iii) By offsetting the amount of the payment against any amount that we might owe You; 

(iv) By any other applicable legal means. 

 4.3 Payments after the due date established in the Payment Plan 

(a) If you do not pay any of the amounts established in the Payment Plan you will be subject to a Penalty on each payment that you owe to us and we do not receive on time. In order to dispel any doubts regarding this matter, the first Penalty will not be applied until the day immediately after the payment due date. 

(b) It is possible that we may, solely at our discretion, apply a reasoned delay to, or wholly or partially waive the application of, any Penalty. If we apply any Penalty because of an error attributable to us, you must inform us in order for us to waive or refund the Penalty in question. 

(c) We will contact you as soon as possible to inform you that there has been a payment default, and to discuss with you how you may make the payment. We will launch a collection process in which we will make every possible effort to regularise the situation. 

(d) We would warn you that you should not proceed to place any Mandate if you believe or expect that you will be unable to meet the payments, now or in the future. 

(e) All payments received will be applied to settle the longest-standing payment pending. 

For example, if your second and third payments are pending and you make a payment to us, this will be applied to the second payment in its entirety. Any surplus monies, following settlement of the second payment in its entirety, will be applied to the third or next payment. 

4.4 Interest 

You will not be required to pay interest for the use of our Products. 

1. Refunds 

(a) if you decide to return to the Merchant the products acquired by means of our Products and request a refund, you will need to administer the refund directly with the Merchant, ensuring that the products are returned in accordance with its returns policy or any other instructions that it might give you, or by means of the formula permitted by the applicable legislation. 

(b) It is your responsibility to notify the Merchant of your intention to return any product. The return must be completed within the specified period and in the manner required by the Merchant’s returns policy. 

(c) We will continue to process the Automated Payments in accordance with the due dates established in your Payment Plan until the Merchant has notified us that the return and refund is being processed. 

(d) You will remain liable for full payment for the goods in accordance with your Payment Plan until the Merchant has confirmed to us that the goods have been returned and it has issued us with a refund for their value. 

(e) Once the Merchant has issued us a refund for the value of the goods, we will issue a refund to your Designated Means of Payment (or, should this prove impossible, to any other Card of which you might have provided us with the details) and/or will adjust your Payment Plan accordingly (which may, if necessary, include the reduction or cancellation of any future payment). 

You must bear in mind that in the event of partial refunds, the amounts of the refund will first be deducted from the last payment. If the refund is processed via an expired or cancelled card, you will need to obtain the refund of monies by contacting your bank. 

As an example, in the event that the number of instalments agreed upon is three, if you make a purchase with Clearpay for three hundred (300) euros and the Merchant accepts a reimbursement of two hundred and fifty (250) euros, we will cancel your remaining instalments, of two hundred (200) euros, and modify your instalment to fifty (50) euros. 

(f) If you wish to return a product after expiry of the period of one hundred and twenty (120) days from the date of purchase, bear in mind that Clearpay will not participate in this refund procedure (the Merchant will need to provide you with the agreed refund amount directly). 

1. Right to cancel the Payment Plan 

6.1 Cancellation and Settlement 

You may cancel and settle any Payment Plan in advance at any time prior to the due date of the last instalment, by repaying us the full balance of the Payment Plan. 

6.2 Exercising the right of cancellation 

If you wish to exercise your right of cancellation and settlement in advance, you may contact us at: 

Postal address: Paseo de la Castellana 95. Torre Europa, 28046, Madrid. 

Telephone: +34 607 52 02 48

E-mail: [email protected]. 

1. Evaluation and confirmation criteria 

7.1 Evaluation 

Each Mandate must be approved by us in accordance with the provisions of Clause 4.1. 

7.2 Analysis of solvency and confirmations of identity 

(a) We will verify your identity in accordance with the provisions of Act 10/2010, of 28 April 2010, on the prevention of money laundering and the financing of terrorism, and all other applicable legislation in this regard, at both the national and EU levels. Verification of your identity does not mean that we accept your Mandate (this and other specifications are detailed in Clause 4.1(a) of these Terms). 

(b) You agree to provide us with any information and documentation that Clearpay or any other Merchant might request of you for verification of your identity in connection with your Account or Clearpay Mandates. 

(c) As part of our approval and solvency analysis process (evaluation of whether or not you have the means to meet the payments established in the Payment Plan), we may retain funds from your Designated Payment Account. This may entail the retention of funds in the account linked to your Designated Means of Payment each time you make an online purchase or add a new Card to your Clearpay Account. We would inform you that, in the case of online purchases: 

(i) The amount of the retention will be no more than the amount of the first payment (plus one cent) that you would owe us for the purchase; and (ii) We will immediately instruct your bank to cancel the retention operation. 

1. Intellectual Property 

(a) Our Website and our App, as well as the contents thereof are the exclusive property of Clearpay. The information set out on our Channels is intended purely for information purposes, and is subject to change without prior notice. 

(b) You must not copy, imitate, modify, alter, amend or use without our prior, written consent any content that represents our Channels or our Products (logos, graphics, icons or other content published on our Channels or in our brochures). 

1. Complaints and Disputes 

9.1 Disputes between you and a Merchant 

(a) If you have a dispute with a Merchant, you will need to file a complaint directly with the Merchant.  

(b) Although at Clearpay we undertake to facilitate communication between you and the Merchant to resolve any disputes that might arise, the outcome of your disputes with the Merchants will not affect the rights and remedies that Clearpay may exercise by virtue of this Agreement in order to obtain fulfilment of its payment obligations. The above is to be understood to the exclusion of the provisions of Clause 5. 

9.2 Disputes between you and us 

(a) We undertake to: 

(i) Confirm receipt of all complaints within five (5) business days 

(ii) Resolve all complaints with a period of twenty-one (21) days. 

(b) If you wish to file a complaint, you should do so by using the form in the “Contact us” section of our Website. Disputes must be raised as soon as possible. 

(c) We may request additional documentation from you in order to assist us in resolving the complaint. You must provide us with all reasonable assistance to facilitate resolution of the matter. 

(d) If we are unable to resolve a dispute within the period of twenty-one (21) days, we will inform you of the reason for the delay, and give you an approximate resolution deadline. 

(e) You may also process your complaint via the Online Dispute Resolution (“ODR“) platform at http://ec.europa.eu/odr. The ODR platform helps to resolve disputes between customers and online traders within the EU. 

1. Notices and communications 

10.1 How we will contact you 

(a) This Agreement and any other notification communication connected with your Clearpay Account and/or the use of our Products will be sent to you electronically.

(b) You agree to receive all communications in Spanish and electronically. Communications will be published in the secure area for users of our Website and/or will be sent to your email address. 

(c) Alternatively, we may opt to send you notifications: 

(i) By personal delivery or dispatch to your contact address indicated in your Account; or 

(ii) By other electronic means of communication, using the contact details recorded in your Clearpay Account (including text messages). 

(d) If you are sent personal notification, the notification is deemed to have been received at the moment of delivery. If notification is sent by post, it is deemed to be received two days after the postmark date. If notification is sent by email or other electronic resources, it is deemed to be served at the moment of reception. 

10.2 How to contact us 

(a) Notices 

Unless explicitly indicated otherwise, any notice that you may wish to send us must be sent to: 

Postal address: Paseo de la Castellana, 95, Torre Europa, Planta 11, 28046 Madrid 

Telephone: +34 607 52 02 48 

Email: [email protected]. 

(b) Other communications 

If you wish to contact us for any reason other than those indicated above, you may do so via the form in the “Contact us” section of our Website. 

1. General 

11.1 System outages 

(a) Access to our Products or to our Channels may occasionally be unavailable or be limited because of hardware or software failures, overloading of system capacity, damage caused by natural phenomena or disasters, damage caused by human activity or error, interruption of sources of power supply, lack of human resources or shutdowns of business activity, legal or regulatory restrictions, or other causes outside our control. 

(b) To the extent permitted by the applicable legislation, Clearpay will not be liable for any damage or loss that you might suffer as a consequence of the unavailability of our Products or of our Channels. 

11.2 Assignment of rights 

(a) You cannot assign any rights you might enjoy by virtue of this Agreement (the conditions of which are established in these Terms) without our prior consent, issued in writing, which must not be refused without reason. 

(b) It is possible that we may transfer or assign this Agreement (the conditions of which are established in these Terms), and any right conferred hereunder, to a third party, without the need to notify you and without your consent. The foregoing applies unless the assignment would have a negative impact on the rights enjoyed hereunder (in which case we will request your consent prior to the assignment).  

11.3 Relevant law and jurisdiction 

This Agreement will be interpreted and governed in accordance with Spanish Law. Jurisdiction to settle any complaint or disagreement that might arise in connection with the validity, interpretation or performance of this Agreement will lie with the Courts for your place of abode. 

11.4 Entirety of the contents of this Agreement 

This Agreement, signed by and between you and Clearpay, is governed by the conditions established in these Terms. It likewise replaces and repeals any agreement, prior understanding, written or verbal negotiation that might have occurred between Clearpay and you in connection with the Terms set out in this document. Each of the Parties confirms that it did not enter into this Agreement on the basis of any representation not explicitly included herein. 

11.5. Amendments 

Any amendment that might be made to this Agreement will take effect only if drawn up in writing and signed both by Clearpay and by you. 11.6 Continuity of the Agreement and partial invalidation thereof 

Should any of the provisions of this Agreement be deemed invalid or unenforceable, said invalidation will not affect the other provisions hereof, which will remain fully valid and effective. 

11.7 Non-waiver clause 

If Clearpay at any time does not enforce the rights it enjoys under this Agreement, this must not be construed as a waiver of any such right.

DEFINITIONS

“App” means any mobile application owned by Clearpay. 

“Merchant” means an e-commerce operator with which Clearpay or one of its subsidiaries has an agreement, and the goods or services of which may be acquired by you by using our Products. 

The “Clearpay Account” is an account created by Clearpay in order to identify you on an exclusive basis and to allow you to use our Products. “Clearpay Subsidiary” refers to a corporate entity related or affiliated to Clearpay, including those located in other countries. The meaning of the expression “Designated Means of Payment” is established in Clause 4.2(a). 

“Payment Method” means any that might at any given moment be accepted by Clearpay. 

“Mandate” means any request that you send to us to use a Clearpay Product for deferred payment for goods or services offered by a Merchant. “Penalty” refers to the amount established in the “Highlighted Points” of these Terms. 

The “Payment Plan” is, with regard to an order, the list of pending amounts payable to be charged to you by Clearpay, including the due dates corresponding to each payment. 

“Products” means the Payment Instruments and associated services offered by Clearpay, that may include services such as tracking transactions and managing your payments through the Channels.”Website” refers to www.clearpay.com and any other website operated by Clearpay, including the application. “Card” means any Spanish card issued by Visa or MasterCard, excluding gift cards and other prepayment cards. “Gift Card” means a card containing a determined or prepaid amount which, when activated: 

(a) May be used to acquire products or services from Merchants; 

(b) May not be exchangeable for cash; 

(c) May be used on several occasions; 

(d) May be marketed individually as a “gift card”; 

(e) Does not constitute a component of another financial product; and 

(f) Displays or allows the display on the card or on the device of: 

(i) The expiry or expiration date; 

(ii) The number of months after the purchase when the card or device expires (this includes the space to write the purchase date on the card or device). 

To dispel any doubts, a gift card includes a prepayment card, whether open circuit or closed circuit. 

“Terms” means this agreement and the annex(es) hereto, together with the policies and documents included by reference. 

“Cross-border Transaction” means any purchase between you and a Merchant, performed via Clearpay, in a foreign jurisdiction permitted by Clearpay. 

The “Initial Order Value” means the total cost thereof at the moment of approval by Clearpay (prior to the application of any refund).