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UPAY
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Terms of Use of the Upay Payment System

A. General

1. The services offered to you on the website will be provided to you subject to this online agreement, which sets forth the legal relationships between you and Upay Finances Ltd., private company number 514672575 (hereinafter: “Upay” or the “Company”) with respect to your use of the account, as defined below, for the performance of the payments and receipt of funds.
Actual use of the website constitutes consent on your part to the Agreement and the terms of use set forth below.
Upay reserves the right to change and update the terms of the agreement and the terms of use on this site. You may view the terms of the agreement and use on the website, updated from time to time, by clicking the link “Terms of Service” on the homepage.

2. Upay is a system for the performance of online payments. Through the system, you can receive various payments through credit card (and in the future, through a bank account as well). additionally, the system enables you to determine the date on which you would like to pay/receive the payment, including a request to advance the payment from the date agreed between you and the payer, or allows you to request postponing the payment for a specific supplier (against payment).

3. Section titles are intended to be helpful in reading alone, and will not be used for interpretation of this Agreement.

4. It is clarified that after the performance of the transaction, it cannot be cancelled. It is recommended to check the details of the transaction and transfer of the payment before it is executed.

B. Customer Service

5. Upay’s customer service operates on Sundays-Thursdays, between 8:00 AM and 6:00 PM.

6. You may contact the customer service at any time, including in cases of technical problems on the site, through (03)800-8729 and/or support@upay.co.il.

C. Definitions

7. “Confirmation of Receipt of Payment” - confirmation of the beneficiary for the performance of the transaction for the transfer of funds thereto.

8. “Confirmation of a Payment Request” - confirmation of the paying party for the performance of a transaction to transfer funds to another, based on a payment request transferred by the beneficiary to the payer.

9. “Means of Payment” - credit card (issued by an Israeli issued) or a bank account that will be charged when the payments are performed and/or credited when funds are received, as applicable. It is agreed that in the first stage, the payment will be performed through charging a credit card alone. In the future, it is possible that the Company will allow, at its sole discretion, performance of the transfer of funds and payments through a change/credit of your bank.

10. “The Site” / “The System” - the website of the Company, whose address is www.upay.co.il, or any other address as the Company announces from time to time.

11. “Delaying Payment” - providing credit through delaying the charge date for the transaction.

12. “The Account” - the account opened at your request on the site, through which transactions will be performed.

13. “Advancement of Payments” - providing credit by Upay through advancing the transaction payments.

14. “Business Day” - a day on which most of the business of Bank Leumi operates and on which banks typically clear bank transactions.

15. “Transaction Performance Date” - the date on which confirmation of performance of the transaction was received by Upay, and on which the transaction was sent to the credit card company of the payer for charging the payer on the payment date. It shall be emphasized that charging the payer by the credit company will be performed in accordance with the agreement between it and the credit card.

16. “Payment Date” - the date on which it was agreed by the payer and beneficiary that the beneficiary will be credited, subject to Upay’s approval. On this date, Upay will credit the beneficiary subject to the beneficiary not requesting that the credit is advanced. In the event that Upay does not approve the payment date, the beneficiary will be credited as stated in Section 48 below.

17. “Payer” - a party that pays funds to the beneficiary, under the terms agreed between it and the beneficiary.

18. “Beneficiary” - a person who receives funds from another through the account, and the aforesaid definition includes a “business” that honors payments via credit card through the system.

19. “Transaction” - a specific transfer of funds from a payer to a beneficiary and/or a payment request transferred from a beneficiary to a payer and/or a request to postpone a payment and/or request to advance payments and/or a request to divide a specific payment into installments.

20. “Prime Interest” - interest determined by Leumi Bank and which changes from time to time in accordance with the developments in the economy and the credit market, and published thereby.

21. “Payments” - dividing a specific charge into a number of separate payments. It is clarified that any payment of installments will be performed as a separate and independent transaction on the same day of each month, in accordance with the payment date.

D. Operations of Upay

22. You are aware and agree that Upay is not a bank corporation or an “auxiliary corporation” (as these terms are defined in the Banking Law (Licensing), 1981). Upay acts solely as an agent for you in order to assist you in performing the transactions. Upay has a separate relationship with the beneficiary and payer. Upay will act in accordance with your instructions, subject to the provisions of this Agreement, and subject to there being no impediment to the performance of your instructions. By confirming this request, you acknowledge that Upay acts solely to process transactions and carry out your requests to advance payments, and that it does not serve as a trustee or holder of the funds in any other manner.

23. You are aware and you agree that Upay does not hold any funds or deposits for you, but rather will charge the credit card of the payer and credit the beneficiary, as set forth in this Agreement below.

24. You are further aware and agree that upon performing a transaction through the system, you are performing a transaction for payment to Upay. Upay will transfer the payment to the beneficiary as you instruct, on the payment date, subject to Upay’s approval. In the case in which Upay does not approve the payment date, the beneficiary will be credited as stated in Section 48 below. The charge transaction will appear on the payment means that you select as a transaction between you and Upay.

25. You are aware that Upay is not a party to a transaction between you and the beneficiary/payer, and your responsibility is for a transaction alone, as set forth in this Agreement. You are further aware that Upay does not have any control over the products and/or services paid through the system, and is not liable or responsible for their quality or supply. Upay is also unable to ensure that the payer or beneficiary with which you choose to perform a transaction will indeed complete the delivery of the product or service.

26. You are aware that once you perform a transaction through Upay, the credit card of the payer will be charged on the date of your request (provided that confirmation of receipt of payment is received, whether in advance for any transfer of funds from you or for the performance of the specific transaction).
additionally, you are aware that the beneficiary may advance receipt of the payment, as agreed between it and Upay (even without your consent).

E. Your Declarations and Undertakings

27. You declare that this Agreement does not constitute a breach of any agreement and/or other undertaking to which you are a party and that there is no impediment under any agreement and/or law (including legal orders) and/or any other impediment to your engagement under this Agreement.

27.1 You declare that you understand that UPAY acts subject to all applicable laws, including the provisions of the Money Laundering Law and/or any regulations and/or any orders by which, and undertakes to cooperate with the UPAY in connection therewith, including the supply of identification documents as required by the Company and/or providing full details to carry out any KYC demands and/or any other demand from the Company in that matter.

28. You declare that you do not have any economic and/or legal and/or other limitation that may prevent you from performing all of your obligations under this Agreement.

29. Without derogating from the generality of the above, you undertake and declare that you have any confirmation and/or permit and/or license required for the performance of these transactions, and they will be in force for the entire term of the Agreement.

30. You undertake not to perform, through your account, illegal activities or activities that are unlawful, or that require any permit and/or license.

31. Without derogating from the generality of the above, you undertake not to make use of your account for the purchase and/or sale of dangerous drugs and/or pornography and/or for the performance of gambling and/or prohibited games (including receipt of funds from gambling and/or the prohibited games) and/or any other area prohibited by Upay.

32. additionally, you undertake not to make any use of your account for the purchase and/or sale or products and/or services and/or any other use that may breach copyrights and/or intellectual property rights of Upay and/or any of entity.

33. You undertake and declare that all of the details that you have provided and/or will provide in the future on the website, as well as all of the documents that you provide to the Company are precise, correct and complete, and you will not provide false details and documents.

34. You undertake not to make use of an account that is not yours, and you may not perform any action in the account that was not explicitly authorized for performance.

35. In connection with use of the website, you undertake not to perform the following actions (in whole or in part):

35.1. Impersonating any person or other legal entity that uses the services offered on the website.

35.2. The claim, sending or transmission of any material that contains any type of computer virus, or any other computer code, intended to destroy, interrupt or limit the use (including any other use other than fair and reasonable use of the website) in any of the computers, servers, hardware and software that is
used by Upay for the supply of the services offered on this website.

35.3. Distribution of spam messages or distribution of any other mail on the site’s servers.

35.4. Change, processing, adapting, sub-licensing, translating, selling, reverse engineering, disassembling, or re-assembling any piece of code that makes up the site, as well as actions as stated for hardware and software which are used for the service.

35.5. Harm in any manner of the copyrights, trademarks, or any other proprietary right that is on this site.

35.6. The placement of the site or any part thereof within the framework of another site (a frame) or as part of another site (mirror).

35.7. Use of any robot, spider, retrieval engine and information search, or any other automatic or manual tool designed to index, retrieve, and find information on the site, or a tool as stated that is planned to expose the structure of the database and the code on this site.

35.8. To interfere in any other manner, or to interrupt the site, including by an interference with the server and the network of computers connected to the site or a network of computers connected to it.

35.9. The service offered by Upay through the website constitutes the exclusive intellectual property of Upay. You undertake not to make any use of the service other than in accordance with the provisions of the Agreement.


36. The Company may demand a physical signature of this Agreement, and you undertake to comply with this request.

F. Registering for the Site and Opening an Account

37. You request from Upay to open an account on the site, and to allow you to use the system in accordance with this request and the terms of this Agreement. It is hereby clarified that opening the account is subject to the sole discretion of the Company, and the Company may, at all times, prevent your registration and opening the account and/or condition opening the account on any terms. It is further hereby clarified that opening the account, in any manner, will not constitute consent to providing any credit by the Company, and any request to advance / postpone payments will be considered on its merits, and at the sole discretion of the Company.

38. You may open only one account. If you are a corporation, you are authorized to open one account per corporation (based on corporation number).

39. Your eligibility to open an account is contingent on the fulfillment of all of the following conditions:

39.1. In the case in which you are an individual / partnership that is not registered: you are an adult over the age of 18, and you have not been disqualified for the performance of actions through credit card or for the performance of actions in a bank account, and are a resident of Israel.

39.2. In the case in which you are a corporation: you are a corporation that was lawfully incorporated in Israel, which has duly resolved to connect to the Upay services. Upay may request that you provide it with a copy of the aforesaid resolution.

40. Parties Authorized to Perform Account Activity

40.1. Activity in the account will be performed by you in accordance with the information provided to Upay when registering.

41. Providing Information and Documents

41.1. In accordance with the law, Upay undertakes to receive, verify and retain certain data regarding anyone who opens an account on the site.

Therefore, you are required when registering to provide certain details, including:
41.1.1. Name

41.1.2. Identity number / corporate registration number

41.1.3. Date of birth / incorporation

41.1.4. address

41.2. additionally, you may be required to provide information regarding the nature of your business, scope of operations and additional details as determined by Upay.

41.3. Without derogating from the above, for the purpose of verifying your information, you may be required to provide the Company with certain documents required by Upay, including:

41.3.1. Copy of ID document

41.3.2. If you are a corporation - a copy of the certificate of incorporation.

41.3.3. If you are a corporation - a corporate resolution for your engagement in this Agreement, and a declaration of the beneficiaries using the account.

41.4. In addition, it is possible that you will be asked to sign this Agreement and provide a signed copy to Upay.

41.5. Upay may perform inspections regarding the details provided, including from credit data service offices or any other legal entity.

42. Updating details

42.1. You may, at all times, update your information on the website or by contacting the customer service center of Upay in accordance with the type of the update that you are requested to perform. It is possible that documents may need to be provided to Upay following the change.

G. Receipt of Funds
43. It is clarified that transactions can only per formed if you have an active corporate account. If the beneficiary does not have an active account at the company, or in the event that confirmation of receipt of payment is not received, the transaction will not be performed and you will not have any claims against Upay on the matter.
Transactions will be performed on business days only. Charge/credit that apply on a day that is not a business day will be postponed to the next business day.

44. Transactions may only be performed within the boundaries of Israel (excluding the area of the Palestinian Authority) - meaning, between an Israeli payer and beneficiary, while crediting/charging payment means issued/opened in Israel.

45. It is further clarified that transactions can be performed in shekel currency alone. Upay reserves the right to enable performance of transactions in other currencies, at its sole discretion.

46. Transactions will be performed as described below:

46.1. Payer

46.1.1. The payer enters the transaction details, including the payment date, as agreed between it and the beneficiary.

46.1.2. When the transaction is performed, the transaction will be sent by Upay to your bank or your credit card company, and on the payment date, your payment method will be charged and the beneficiary will be credited. It is clarified that if the payment method is credit card, the bank account that charges your
card on the monthly charge date of your card will be charged shortly after the payment date.

46.1.3. It is clarified that the performance of the transaction is only permitted if confirmation of receipt of payment is received from the beneficiary.

46.1.4. In the case in which payment confirmation is not received, the transaction will not be performed and Upay will not charge the payment method of the payer and will not credit the beneficiary.

46.2. Beneficiary

46.2.1. The beneficiary will input the transaction details, including the performance date, and transfer a payment request with the details to the payer.

46.2.2. When the transaction is performed, the transaction will be sent by Upay to the bank of the payer or its credit card company, based on the payment method of the payer, and on the payment date, the payment method of the payer will be charged and Upay will transfer the payment.

46.2.3. It is clarified that transactions may only be performed if confirmation is received of the payment request by the payer within 30 days from the date on which the payment request was inputted by the beneficiary, or by the date of the performance of the transaction, whichever is earlier. In the case that the payment request is not approved (as a payer) by two business days before the payment date (or any other date as Upay shall announce) or within 30 days from inputting the transaction details, whichever is earlier, the transaction will not be performed and Upay will not charge the payment method of the payer and will not credit the beneficiary.

47. It is clarified that Upay may not charge the payment means and will not transfer the payment to the beneficiary on the date of the performance of the transaction if the beneficiary does not have an active account at Upay and/or if deterioration does not occur to the state of the beneficiary and/or if approval is not received of the payment request or confirmation of receipt of the payment as stated in Sections 46.1.2 and 46.2.2 above. In such a case, Upay will inform the payer/beneficiary (as applicable) as soon as possible regarding the crediting of the beneficiary on the payment date (as applicable). If it is not possible to complete the transaction, the transaction will be cancelled and will not be charged (as a payer) in the amount.

48. Charging the payment method will be performed on the date of the charge of the payer, the holder of the card (cycle), immediately before the performance of the transaction (subject to the agreements between the payer and the credit company).

49. Crediting the beneficiary will take place within ten days from receipt of the funds by the payer’s credit company, unless the payment date is approved by Upay.

50. You are aware that the beneficiary may advance the payment for the transaction, as set forth in Chapter J below, without your consent to the same being required.

51. It is clarified that the performance of the transaction is contingent on approval of the credit card company or the bank of the payer and beneficiary (in accordance with the payment means selected by you). Before the performance of the transaction, you must ensure that your account contains the funds necessary for its performance, or you have a sufficient credit limit in your credit card or your bank account (as applicable).

52. It is clarified that Upay will be responsible to credit the beneficiary only in the case in which the funds are actually received from the payer. In the case in which Upay is unable to charge the payer for any reason, Upay will not be responsible to credit the beneficiary and you will be required to bear all of the liability for the same.
If the beneficiary does not have an active account at the Company, you will be sent a notice by the Company regarding the performance of the transaction. The transaction will be possible after the registration of the beneficiary and opening the account.

53. Types of transactions that can be performed

53.1. It is clarified that you may perform ordinary transactions or payments in installments only through the account, between a payer and beneficiary.

53.2. Performance of a transaction in installments - a specific transaction can be split into up to 12 payments (or any other amount of payments as determined by Upay). Upay may collect interest and/or linkage for the performance of the payment transaction, as presented before the performance of the transaction in installments.

53.3. The payment terms will be as determined between the beneficiary and payer, on the precise date of the charge of the payer and credit of the beneficiary, provided that the same date is on a business day. If the charge/credit day is a day that is not a business day, the charge/ credit will be postponed to the next business day.

53.4. Upay may determine a minimum amount for the performance of transactions, as well as a maximum aggregate amount for performing transactions, as stated by Upay from time to time.

53.5. In the event that Upay has determined an aggregate minimum and/or maximum amount for the performance of actions, the amounts of the transfer will not be able to be accumulated from action to action. For example, if the minimum amount determined by Upay is NIS 100 and you transferred NIS 175 on the next time that you were requested to transfer funds to a beneficiary, you will be required to transfer at least an additional NIS 100 and the excess NIS 75 will not “accumulate” as credit in your account.

54. Confirmation of charging the payment methods

54.1. By signing this Agreement, you authorize Upay to charge the payment method for any transaction performed by you (if you are a payer) for the performance of account transactions.

54.2. additionally, you authorize the Company to charge the payment method for any amount of a fee, interest and collection expenses that Upay may collect under this Agreement and subject to any law, and that is stated on the website when the action is performed.

55. Stopping payments / transactions

55.1. Notwithstanding the above, Upay may choose not to charge the payer and not to transfer the payment to the beneficiary on the date of its performance for any reason, including in cases in which a deterioration occurs to your state or there is a reasonable concern that the payer will not be able to be charged the transaction amount.

55.2. The above will not derogate from Upay’s right not to complete the transaction in accordance with the provisions of Section 47 above.

56. Request for documents

56.1. It is agreed that the Company may condition the performance of certain actions on receipt of identification documents and/or a physically signed document. In such a case, as long as the Company does not receive the documents required, as set forth in Section 41, actions may not be performed in the account. Notwithstanding the above, actions can be performed in aggregate amounts of up to NIS 1,000.

56.2. additionally, until the Company receives the required documents, as set forth in Section 41 above, the payments cannot be advanced and/or delayed and/or split into a number of installments.

57. Invoices

57.1. Upay will send you, once per month, or with any other frequency permitted under any law, a transaction invoice for any transactions performed in a given month. Sending the invoices will take place through your email address updated at the Company’s systems.

57.2. At your request, you will be sent a transaction invoice via email, in accordance with your details updated in Upay. Upay may collect a fee for delivery of the invoice via ordinary mail, if you so request, at its discretion.

H. Cancellation of Transactions
58. It is clarified that transactions may not be cancelled after the date of the performance of the transaction.

59. additionally, it is clarified that transactions for which payments were advanced and/or delayed cannot be cancelled.

60. The above will not derogate from your right to reach a direct agreement with the payer and/or beneficiary (as applicable) for the cancellation of the transaction, subject to any law.
I. Commercial Disputes

61. It is clarified that Upay is not party to the transaction between you and the payer/beneficiary, as applicable, and is not party to any commercial dispute between you and the payer/beneficiary. Upay’s responsibility is for the Transaction, as defined above, in accordance with the provisions of this Agreement alone.

62. In any event of a commercial dispute, the Company may continue to charge you for the transaction amount, in accordance with the original terms, unless agreed otherwise between you and the payer/beneficiary, as applicable, and the company was informed of the same agreement with the consent of the payer and beneficiary.

J. Advancing and Delaying Payments

63. You may request from the Company that it advance a specific payment and/or delay a specific payment in accordance with the terms provided below.
Your request to advance and/or delay a specific payment will constitute a request for credit, for the period of advancing the payment and/or its delay, the terms of which are defined within this Agreement and within the supplementary details provided to you during the performance of advancing the payments.
It is clarified that for advancing the payments and/or delaying payments, Upay will collect fees and interests in accordance with the provisions of this Agreement, and as presented before you before the performance of the transaction, when you inputted the request to advance payments/delay payments.

64. Interests

64.1. The amount of any transaction that was advanced/delay by you will bear interest at the rate determined by Upay from time to time as of the date on which the payment was advanced and until the payment date, or from the payment date and until the date to which the payment was delayed, as applicable.

64.2. The interest amount will not be less than 0%, meaning, negative interest will not be charged.

64.3. The interest is variable interest on the basis of the prime interest rate in addition to a positive or negative margin, as determined by the Company at its sole discretion. The change to the prime interest will cause a change to the interest rate by a number of percentages equal to that changed in the prime interest. The interest is calculated based on the number of days that has actually transpired from the date on which the credit was provided, divided by 365 or 366, based on the number of days per year.

64.4. The interest amount for transactions advanced by Upay will be calculated in accordance with the prime interest known on the date on which the payments were advanced/delayed, and collected in advance on the same date.

64.5. In the case in which you performed a transaction in installments, the interest amount will be calculated in accordance with the rate of the prime interest known on the date of the payment in installments, and collected in advance by Upay on the same date.

65. Interest benefits
The Company may offer, from time to time, to advance/delay payments at a discounted interest rate (the “Discount”) for a specific period as determined thereby. The Discount will apply for any advance/delay of payments performed during the term of the Discount, provided that the date of the credit/charge is 30 (thirty) days thereafter.

66. Arrears interest
Any amount delayed by you and that is not repaid on time will bear arrears interest in the maximum amount permitted under law, as of the date on which you were supposed to repay it and until the actual payment date.

67. Early payment
It is clarified that early payment may not occur of the unpaid balance of the credit provided to you by Upay.

68. Providing credit for immediate payment

68.1. The Company may call any credit amount provided thereby for immediate payment, and charge you for all of the amounts owed from you to the company in addition to interest, which is not cleared by the same date, even before the dates of the ordinary and/or delayed charge/credit with prior notice, all in addition to fees and expenses, if applicable, if you are late in a payment that you owe to the Company for a period that exceeds 31 consecutive days, or any other date permitted under any law.

68.2. In the event that credit was called for immediate payment by the Company and it was not paid as required, arrears interest will be added to the credit amount as of the date on which it was called for immediate payment and until the actual payment.

68.3. In the event that credit was called for immediate payment by the Company and it was not paid as required, the Company may charge you the charge amount, including the amount of arrears interest set forth above.

69. Upay’s liability for payment for transactions of advancing payments

69.1. Upay will be liable to credit you for the amount the payment of which was advanced thereby even in the case in which the consideration was not paid by the payer, excluding in the cases set forth below. In the case in which the credit card company or bank may, as applicable, charge Upay again for the transaction amount, including in cases of a charge back, as well as in cases in which the payer provides notice of cancellation of the transaction for any grounds for which cancellation is permitted and/or the cessation of payment under the Charge Cards Law, 5746-1986, or under any other law, you will bear liability for payment of the full transaction amount, and if Upay has already credited you for it, Upay may charge you again for it.

K. Fees, Interest and Expenses

70. You are required to pay Upay fees of any type or kind, as well as interests in connection with the account and transactions, including for advancing payments/delaying them, based on the rate customary with Upay from time to time, as presented before each action is performed.

71. Without derogating from the generality of the above, the Company may collect from you:

71.1. Interest for advancing payments/delaying payments, in the rate determined by Upay from time to time, including arrears interest if you delay in the payments owed from you to Upay, subject to any law.

71.2. Interest and/or linkage for the performance of the payment in installments.

71.3. Any tax, fee or other compulsory payment of any kind applicable following use of the account and the performance of the transaction, as presented on the website before the action is performed.

71.4. Reasonable special expenses incurred by Upay following your use of the account.

71.5. Reasonable collection expenses incurred by Upay following a delay or failure to honor your obligations vis-à-vis Upay, including handling fees, reasonable investigation expenses, attorney fees for Upay in connection with such proceedings, and court and execution fees.

72. The amount of the fees, interests and expenses above will be collected through payment means charged/credited, as applicable.
L. Qualifications

73. You are requested to examine the details of transactions appearing on the website and any copy of an account, notice and letter sent or provided to you in any manner, by the Company, and provide the Company with your written comments regarding them, if any, within 30 (thirty) days from the date of delivery, transfer or update on the website by the Company.

74. You undertake to provide the Company with all of the documents and evidence in your possession to establish your objections and to assist it in performing the clarifications required, including for mitigating its damages. If you do not notify the Company of your objections within the aforesaid dates, and you wish to disagree with performing the transactions set forth in the notice, or their amounts or other details, the following conditions will apply:

74.1. You will bear the burden of proof regarding denial of the fact that you performed the transactions or their amounts, or regarding their other details.

74.2. You may deny and/or disagree with the fact that you performed the transactions or their amounts or other details solely with written evidence.
M. Waive of Confidentiality

75. You hereby confirm and authorize Upay to contact any entity that possesses any information about you with a request for information about providing credit for you and/or any other detail that Upay feels is relevant for making a decision regarding activity in the account and the performance of the transaction, advancing payments and/or rejecting them, and for your credit scoring by Upay, if required in Upay’s opinion, and authorizes any such entity to provide the information to Upay. additionally, you authorize Upay to provide information about you to any such entity.

76. You hereby confirm and agree that for the purpose of collection, Upay may, at any time, and as needed, provide any entity with details about you, and any entity pay provide Upay, at its request, with any information about you that is relevant for the purposes of the collection.

77. You confirm that you are aware that the information provided by you to Upay is required by Upay for making decisions regarding the performance of transactions and/or advancing and/or delaying payments, including determining the credit terms. You confirm that the information is provided from your free will and that you are not subject to any legal obligation to provide it. additionally, you confirm that you are aware that the information provided to Upay will be held, in whole or in part, in databases, automated or otherwise, at Upay or the issuer of the credit card (in accordance with the agreements between you and the issuer), or entities engaged in the technical part involved in the performance of the transactions or collection actions or additional entities engaged in any other activity required for granting the service that Upay has committed to grant under this Agreement. It shall be emphasized that the details of the credit card are stored by third parties in accordance with the PCI DSS standard of international credit companies.
N. Information Security Guidelines

78. Use of the account is contingent on inputting a passport and any other means of identification as required by the Company. You undertake to act based on the instructions of the Company in connection with the password, including its replacement, at least with the frequency instructed for you by the Company, of the password with a new password, which is random and difficult to guess to the extent possible.

79. additionally, you undertake not to record, disclose and/or provide the password to others and/or allow others to access your account.

80. You undertake to maintain information security measures (including the physical measures on which they are recorded) in absolute confidence and inaccessible, and ensure that those provided with access to the information security measures by you and with your consent will act in the same manner.

81. In any case in which you become aware or are concerned about compromising the security of your account, including break-in, unauthorized use, or leakage of the password and identification to another, you undertake to immediately inform Upay of the same and change your password immediately.
O. Privacy

82. In order to enable use of the services offered on the website, Upay reserves the right to collect and keep details and information about you.

83. Please note that the website and Upay system does not store credit card information - they are stored by third parties in accordance with the PCI DSS standard of international credit companies.
P. Liability and Risks

84. It is clarified that the systems of Upay, by being based on software, hardware and communication networks, are exposed to risks inherent in such systems, including harmful software (viruses, Trojan horses and the like), tapping communications lines, infiltration by hostile elements, posing as Upay sites or any of the systems and other online scams. Upay invests many efforts in protecting against these risks. Nevertheless, there is no way to absolutely prevent them and there may be damages and/or losses following the realization of any of the risks, including disclosure and/or disruption of information that flows and/or is presented on the systems, including disruption of requests/instructions, unauthorized account activity, interruptions in the systems and/or response times, including non-performance, incorrect performance and/or late performance of a request/instruction, lack of availability of the systems or any of their services and the like.

85. In order to reduce the risk, you must follow the information security procedures of Upay. additionally, you must immediately inform Upay of any case of a concern of misuse of your account. You undertake to bear responsibility for any breach of the information security practices of Upay.

86. Without derogating from the provisions of this Agreement, Upay will be exempt from liability for damage, loss or any expense that may be caused to you, directly or indirectly, as a result of any of the following events/factors, and provided that the same factors are not under the control of Upay and Upay has made a reasonable effort to prevent them:

86.1. Disruption of data of instructions, or non-performance or late performance of an instruction as a result of malfunctions or disruptions in the communication lines and/or electronic or mechanical malfunctioning and/or as a result of “force majeure,” whether with you, Upay or any third party through which instructions and information is transferred.

86.2. Malfunction of any software and/or hardware set forth below:

86.3. Exposure and disclosure of information by you to any third party, as a result of use of the system or as a result of the delivery of inaccurate information, including a case in which the party performs various actions with your account, and you undertake to bear any damage, loss or expense incurred to the Company in connection with the same.

86.4. Strikes and/or disorders and/or interruptions at third parties, which are not under the control of Upay, including in the banking system and/or credit card companies and/or telecommunications companies.
Q. Links to External Sites

87. The site may contain links (hyperlinks) to other websites, including links made by our advertisers. These links are provided for your convenience only. Use of information or other content that leads to external sites to which the link leads requires careful and rigorous consideration. It is noted that Upay and the managers of this site have no control or right to the content located on external sites. additionally, Upay and managers of this site will not bear any liability in the event in which you relied and/or have acted in accordance with items found on external sites. The links contained on the site shall not be interpreted as a recommendation, affirmation or confirmation for use of material and/or content and/or products appearing on the external sites. Furthermore, these links should not be construed as a guarantee of the reliability, accuracy or completeness of the information contained in them.

88. If you have found, on information located on the site, or information existing in the content of any other site linked therefrom, material that appears to be improper, illegal, unethical or does not meet the user’s expectations, you are requested to inform the managers of this site of the same, at: Upay Finances Ltd., 3 BSR Tower, 5 Kineret St., Bnei Brak, 52573.
R. Changes to the Agreement

89. Upay may change the provisions of this Agreement from time to time with notice provided on the website and/or personal notice sent to you.

S. Termination of the Agreement / Account

90. Upay may, at any time, by providing notice, block/cancel the account and/or limit the use thereof at its sole discretion, including but not only in the following cases:

90.1. Breach on your part of the provisions of this Agreement.

90.2. In the event in which Upay called the credit (if provided thereby) for immediate repayment.

90.3. In the case in which there was no activity in your account for a period of three consecutive months.

90.4. In any event in which an attachment is imposed on your assets, which is not removed within 21 days.

90.5. If appointment proceedings for a receiver, liquidator/trustee, special manager (temporary or permanent) was initiated against you with respect to you assets and/or part of them.

90.6. If you passed a resolution for a voluntary liquidation/bankruptcy and/or a bankruptcy/liquidation order was issued against you.

90.7. If you are a corporation - if you passed a resolution regarding a change to the structure or merger.

90.8. If you are a corporation - if your operations as a going concern are discontinued, or if you record in your financial statements a going concern qualification.

90.9. If, in Upay’s opinion, a deterioration occurs to your financial situation in a manner that calls into question your ability to make payments, or if there is a reasonable concern that you will be unable to meet your obligations vis-à-vis Upay.

91. In the event that the agreement is terminated, Upay will continue to honor the transactions performed until the termination date, and the account will be charged/credited.

92. You may, at any time, terminate your account with written notice to Upay 60 business days in advance. In the case in which Upay continues to honor transactions performed by the termination date, they will be charged/credited to your account.

T. Offsetting a Lien and the Company’s Rights


93. By signing this Agreement, you waive any claim of offsetting and/or lien that may be available to you regarding funds owed to you from Upay and/or that are owed to Upay from you.

94. Upay will have a right to lien all of the funds or that or that will owed to you from Upay in any manner or for any reason, including any funds owed to you in connection with the performance of transactions and/or any actions from any of your Upay accounts, and Upay may, at any time and without prior notice, place a lien on them until the full payment of all of the amounts owed to Upay from you, in any manner or for any reason.

95. Without derogating from the lien right of Upay above, Upay may, at any time and without prior notice, offset any of the amounts owed to it by you, against the amounts owed to you from Upay in any manner or for any reason, including from any funds owed to you in connection with the performance of transactions and/or any actions from any of your Upay accounts, even before the date on which the amounts owed to you from Upay are due.

96. In addition, and without derogating from the above, Upay may again charge you for any amount that Upay is charged, including interests and fees (whether through offsetting these amounts from the amounts owed thereto by you or through any payments means in your name registered in the Company) in any event in which Upay is charged by the bank or credit company, including in cases of a charge back, as well as in cases in which the payer provides notice of cancellation of the transaction for any grounds for which cancellation is permitted and/or the cessation of payment under the Charge Cards Law, 5746-1986, or under any other law.

U. Records of Upay

97. All of the records in the books of Upay will be considered to be correct and act as evidence for proving the veracity of their contents.

98. A copy of the aforesaid records or any segment of the aforesaid records or from the last page of the aforesaid records, approved by Upay, as applicable, or a copy of the records or the segment or the aforesaid page, or a separate document, will serve as prima-facie evidence of the existence of the aforesaid records, and admissible evidence of the accuracy of the details set forth in the copy as stated.

V. Prohibition of Converting Rights in Your Account

99. You undertake not to endorse, transfer, assign, pledge and give any right to your account, other than with the consent of Upay advance and in writing.

W. Delivery of Publications and Marketing Materials

100. Subject to your consent during the registration process, you agree and confirm that Upay may make use of the data and information provided by you upon registration from time to time, and information received by Upay from time to time following your use of the account and the performance of transaction, in order to send you advertising material, including via direct mailing, and via mail and/or email and/or through SMS messages and/or fax and/or an automatic dialing system and/or any other means of communication, including after segmentation and characterization of your consumption habits and use of the account.

101. If you no longer wish to receive messages or postings as stated by Upay (in one or more of the methods referred to above), you may notify the Company at any time using the means listed in Section 99 below.

X. Jurisdiction and Applicable Law

102. In any event of a dispute arising from the provisions of this Agreement, the exclusive jurisdiction will be granted to the courts of Tel Aviv Jaffa alone, and the applicable law will be Israeli law only.

Y. Notices
103. You may contact the Company at all times using the following means:

103.1. Tel.: +972-3-800-8729

103.2. Mail: Upay Finances Ltd., 2 David Ben Gurion Rd., Ramat Gan 52573

103.3. Upay (CYPRUS) ltd, ANDREA GEORGIOU 5B ZIP 7104 ARADIPPOU LARNACA CYPRUS

103.4. Email: support@upay.co.il

Tcurrency alone. Upay reserves the right to enable performa
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