AMBER PAY GENERAL TERMS AND CONDITIONS
Amber Pay is a payment service offered by Amber Innovations Limited, a limited liability company duly
registered in Jamaica with principal offices at Suite B11, 53 Lady Musgrave Road, Kingston 10 in the
Parish of Saint Andrew, Jamaica, W.I.
These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or
prospective customer of Amber Pay’s services (“you,” “your”) and Amber Pay, (”Amber Pay,” “we,”
“our” or “us”) and govern your use of Amber Pay’s services, including merchant payment software,
point of sale software, mobile applications, websites, software, cloud-based solutions, hardware, and
other products and services (collectively, the “Services”). By using any of the Services, you agree to
these General Terms and any policies referenced within (“Policies”), including our Data Protection and
individual arbitration for any potential legal dispute (see Section 20), which are collectively incorporated
herein by reference. You also agree to any additional terms specific to Services you use (“Additional
Terms”), such as those listed below, which become part of your agreement with us (collectively, the
“Terms”). If you are using the Services on behalf of a business, you represent to us that you have
authority to bind that business or entity to these Terms, and that business accepts these Terms. You
should read all of our Terms carefully
Payment Terms: These terms apply to all Payment Services (see also Amber Pay Payment Terms and
1. 1. Amber Pay Account Registration
You must open an account with us (an “Amber Pay Account”) to use the Services. During registration we
will ask you for information, which may include but is not limited to, your name and other personal
information. You must provide accurate and complete information in response to our questions, and
you must keep that information current. You are fully responsible for all activity that occurs under your
Amber Pay Account, including for any actions taken by persons to whom you have granted access to the
Amber Pay Account. We reserve the right to change the account type, suspend or terminate the Amber
Pay Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to
comply with the account registration requirements
2. Revisions, Disclosures and Notices
- We may amend the Terms at any time with notice that we deem to be reasonable under the
circumstances, by posting the revised version on our website or communicating it to you
through the Services (each a “Revised Version”). The Revised Version will be effective as of the
time it is posted, but will not apply retroactively. Your continued use of the Services after the
posting of a Revised Version constitutes your acceptance of such Revised Version.
- We may provide disclosures and notices required by law and other information about your
Amber Pay Account to you electronically, by posting it on our website, pushing notifications
through the Services, or by emailing it to the email address listed in your Amber Pay Account or
that you otherwise provided to Amber Pay. Electronic disclosures and notices have the same
meaning and effect as if we had provided you with paper copies. Such disclosures and notices
are considered received by you within twenty-four (24) hours of the time posted to our website,
or within twenty-four (24) hours of the time emailed to you unless we receive notice that the
email was not delivered. If you wish to withdraw your consent to receiving electronic
communications, contact Amber Pay Support. If we are not able to support your request, you
may need to terminate your Amber Pay Account.
- You shall not, nor shall you permit any third party, directly or indirectly, to:
- access or monitor any material or information on any Amber Pay system using any
manual process or robot, spider, scraper, or other automated means;
- use any tool to enable features or functionalities that are otherwise disabled in the
Services, or decompile, disassemble or otherwise reverse engineer the Services;
- perform or attempt to perform any actions that would interfere with the proper
working of the Services;
- prevent access to or use of the Services by our other customers, or impose an
unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish,
upload, post, transmit, resell or distribute in any way material, information or Services
from Amber Pay;
- use and benefit from the Services via a rental, lease, timesharing, service bureau or
- transfer any rights granted to you under these General Terms;
- use the Services in a way that distracts or prevents you from obeying traffic or safety
- use the Services for the sale of firearms, firearm parts, ammunition, weapons or other
devices designed to cause physical harm;
- use the Services for any illegal activity or goods or in any way that exposes you, other
Amber Pay users, our partners, or Amber Pay to harm; or
- otherwise use the Services except as expressly allowed under these Terms.
- If we reasonably suspect that your Amber Pay Account has been used for an unauthorized,
illegal, or criminal purpose, you give us express authorization to share information about you,
your Amber Pay Account, and any of your transactions with law enforcement.
4. Compatible Mobile Devices and Third Party Carriers
- We do not warrant that the Services will be compatible with your mobile device or carrier. Your
use of the Services may be subject to the terms of your agreements with your mobile device
manufacturer or your carrier.
- You shall not use a modified device to use the Services if the modification is contrary to the
manufacturer’s software or hardware guidelines, including disabling hardware or software
5. Your Content
- You retain all rights to your content when you upload it into our services, but you do give us
broad rights to use, modify, display your content in our services. You can see specifics on the
rights you grant us below.
- Also, anything you provide us or make available to the public through our services must not
contain anything that we think is objectionable (e.g., illegal, obscene, hateful or harmful to you,
our customers or us). We can remove any content at any time.
- The Services may include functionality for uploading or providing suggestions,
recommendations, feedback, stories, photos, documents, logos, products, loyalty programs,
promotions, advertisements and other materials or information (“Content”).
- You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royaltyfree, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce,
modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly
display your Content throughout the world in any media for any reason, including to provide,
promote, and/or incorporate into the Services. You retain all rights in your Content, subject to
the rights you granted to us in these General Terms. You may modify or remove your Content
via your Amber Pay Account or by terminating your Amber Pay Account, but your Content may
persist in historical, archived or cached copies and versions thereof available on or through the
- You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate
through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent,
lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or
inflammatory; (b) encourages conduct that would be considered a criminal offence or gives rise
to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity,
including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data
or any other harmful, disruptive, or destructive files; (e) advertises products or services
competitive with Amber Pay’s or its partners’ products and services, as determined by us in our
sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or
entity from using or enjoying any portion of the Services, or which may expose Amber Pay, its
affiliates or its customers or other persons to harm or liability of any nature.
VI. Although we have no obligation to monitor any Content, we have absolute discretion to remove
Content at any time and for any reason without notice. Amber Pay may also monitor such
Content to detect and prevent fraudulent activity or violations of Amber Pay’s General Terms.
You understand that by using the Services, you may be exposed to Content that is offensive,
indecent, or objectionable. We take no responsibility and assume no liability for any Content,
including any loss or damage to any of your Content.
6. Copyright and Trademark Infringement
- We respect the intellectual property rights of others and ask you to do the same. We respond to
all valid notices of such infringement, and our policy is to suspend or terminate the accounts of
- We have implemented technical and organizational measures designed to secure your personal
information from accidental destruction, loss, alteration and from unauthorized access, use,
alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will
never be able to defeat those measures or use your personal information for improper
- You provide your personal information at your own risk and Amber Pay shall not be responsible
for any data security breaches, see below our disclaimer for more details.
- You are solely responsible for safeguarding your password and for restricting access to the
Services from your compatible mobile devices and computer(s). You will immediately notify us
of any unauthorized use of your password or Amber Pay Account or any other breach of
security. You will immediately take all reasonable steps to mitigate the effects of a security
breach and will cooperate with Amber Pay and provide all information requested by Amber Pay
to remediate the breach. Any assistance provided by Amber Pay in relation to a security breach
does not in any way operate as acceptance or acknowledgement that Amber Pay is in any way
responsible or liable to you or any other party in connection with such breach.
- In the event of any dispute between two or more parties as to account ownership, we will be
the sole arbiter of such dispute in our sole discretion. Our decision (which may include
termination or suspension of any Amber Pay Account subject to dispute) will be final and
binding on all parties
- Your Personal Information;
a. By using any of our Services, you acknowledge our data practices that apply to you, as
personal information you provide to us and how Amber Pay makes use of your personal
data to provide you with the Services or for its own purposes. You are required to
- Your Customers’ and Employees’ Personal Information;
a. Amber Pay will process certain of your customers’ or employees’ personal data on
behalf of your business as a service provider (“data processor”). In such circumstances,
you agree that you will comply with the data protection laws applicable to you and will
provide data subjects with information on the processing of their personal information
which satisfies the transparency requirements of such data protection laws and which
ensures that personal data may be processed fairly, lawfully and in a transparent
- You consent to us sending messages to your email or mobile devices about your account or our
services, which may include marketing. You can opt out of communications in ways that are
specific to that communication method, such as by unsubscribing from emails, or replying to
text messages with ‘STOP’.
- You consent to accept and receive communications from us, including e-mail, text messages,
calls, and push notifications to the cellular telephone number you provide to us when you signup for an Amber Pay account or update the contact information associated with your account.
Such communications may include, but are not limited to requests for secondary authentication,
receipts, reminders, notifications regarding updates to your account or account support, and
marketing or promotional communications. You acknowledge that you are not required to
consent to receive promotional texts or calls as a condition of using the Services. Call and text
message communications may be generated by automatic telephone dialing systems. Standard
message and data rates applied by your cell phone carrier may apply to the text messages we
- You may opt-out of receiving promotional email communications we send to you by following
the unsubscribe options on such emails. You may opt out of any promotional phone calls by
informing the caller that you would not like to receive future promotional calls. You may only
opt-out of text messages from Amber Pay by replying STOP. You acknowledge that opting out of
receiving communications may impact your use of the Services.
- We also provide Services that allow you to send short message service (SMS) messages to your
customers (the “Seller-Initiated SMS Services”). You may be charged a fee per SMS sent , check
with you telecommunications provider for their respective rates. You will only use the SellerInitiated SMS Services in compliance with these Terms and all other applicable laws and
regulations of the jurisdiction from which you send messages and in which your messages are
10. Paid Services
- Amber Pay offers Paid Services to be paid for on a recurring basis (“Subscription Services”) and
others on an as-used basis (collectively, “Paid Services Fees”). Subscription Services may subject
you to recurring fees and/or terms. By signing up for a Subscription Service, including after any
free trial period, you agree to pay us the subscription fee and any applicable taxes (“Subscription
Fee”). See Payment Terms for terms applicable to Payment Services.
- Paid Service Fees may be paid by debit card, credit card, being deducted from your transaction
proceeds, or by direct deposit to Amber Pay’s bank account. If you link a debit or credit card to
your account, you authorize us to collect Paid Service Fees by debit from your linked debit card
or charge to your linked credit card. Regardless of payment device, we reserve the right to
collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined
in the Payment Terms) in your Amber Pay Account or your linked bank account.
- Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged
on the first of every month until cancelled. You may cancel a Subscription Service at any time
from your Amber Pay Account settings. If you cancel a Subscription Service, you will continue to
have access to that Subscription Service through the end of your then current billing period, but
you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We
reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your
continued use of Subscription Services after notice of a change to our Subscription Fee will
constitute your agreement to such changes.
- You are responsible for all applicable taxes that arise from or as a result of your use of Amber
Pay’s Services. For the avoidance of doubt, all sums payable by you to Amber Pay under the
Terms shall be paid free and clear of any deductions or withholdings whatsoever. Other than
taxes that may be charged by Amber Pay to you and remitted to the appropriate tax authorities
on your behalf, any deductions or withholdings that are required by law shall be borne by you
and paid separately to the relevant taxation authority.
11. Modification and Termination
- Either party can terminate this agreement for any reason by giving 30 days written notice.
- if you breach any of the terms and conditions of this agreement you shall have five (days) to
correct the breach committed failing which Amber Pay shall be entitled to terminate this
- We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or
any feature or aspect of a Service. We will take reasonable steps to notify you of termination or
other types of Service changes by email or at the next time you attempt to access your Amber
12. Effect of Termination
- If these General Terms or your Amber Pay Account is terminated or suspended for any reason:
- the license and any other rights granted under these Terms will end;
- you agree to immediately terminate and cease use of all Services;
- we may delete your information and account data stored on our servers, and
- we will not be liable to you or any third party for compensation, reimbursement, or
damages for any termination or suspension of the Services, or for deletion of your
information or account data. In addition to any payment obligations under the Payment
Terms, the following sections of these General Terms survive and remain in effect in
accordance with their terms upon termination: (Your Content), (Copyright and
Trademark Infringement), (Security), (Privacy), (Effect of Termination), (Ownership),
(Indemnity), (Representations and Warranties), (No Warranties),(Limitation of Liability
and Damages), (Third Party Products), (Disputes), (Binding Individual Arbitration),
(Governing Law), (Limitation on Time to Initiate a Dispute), (Assignment), (Third Party
Service and Links to Other Web Sites), and (Other Provisions).
13. Your License
- We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to
use Amber Pay Services as authorized in these General Terms. We may make updates to the
Services available to you, which you must accept to continue using the Services. Any such
updates may be subject to additional terms made known to you at that time.
14. Ownership and Intellectual Property Rights
- While we’re happy to let you use our services, you don’t have any ownership rights in them. We
can act on any ideas you share with us about how we can improve our products and services
free of charge.
- We reserve all rights not expressly granted to you in these General Terms. The Services are
protected by copyright, trademark, and other laws of Jamaica and other countries. We own all
rights, title, and interest, in and to the Services and all copies of the Services. These General
Terms do not grant you any rights to our trademarks or service marks.
- For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights,
copyright rights, moral rights, rights of publicity, trademark, and service mark rights, goodwill,
trade secret rights, and other intellectual property rights that may exist now or come into
existence in the future, and all of their applications, registrations, renewals and extensions,
under the laws of any country, territory or other jurisdiction.
- You may submit feedback, comments or ideas about the Services (“Ideas”). Submitting Ideas is
entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to
- In respect of how we respond Copyright infringement see clause 6
- These General Terms do not limit any rights that we may have under trade secret, copyright,
patent, or other laws. No waiver of any term of these General Terms will be deemed a further or
continuing waiver of such term or any other term.
- You will indemnify, defend, and hold us and our respective employees, directors, agents,
affiliates and representatives harmless from and against any and all claims, costs, losses,
damages, judgments, tax assessments, penalties, interest, and expenses (including without
limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action,
audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises
out of or relates to:
- any actual or alleged breach of your representations, warranties, or obligations set
forth in these Terms;
- your wrongful or improper use of the Services;
- your violation of any third-party right, including without limitation any right of privacy,
publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of Jamaica or any other country;
- any third-party claims made by your customer regarding Amber Pay’s processing of your
customer’s Personal Information in connection with providing you with the Services;
- any other party’s access and/or use of the Services with your unique name, password or
other appropriate security code; and
- any transaction, purchase, good or service in respect of which Amber Pay provides, or
provided, you with payment processing services in accordance with the Terms.
16. Representations and Warranties
- You represent and warrant to us that:
- you are at least eighteen (18) years of age;
- you are eligible to register and use the Services and have the right, power, and ability to
enter into and perform under these General Terms;
- any information you provide in connection with the Services, including your business
name, accurately and truthfully represents your business or personal identity under
which you sell goods and services;
- you and all transactions initiated by you will comply with all laws, rules, and regulations
applicable to you and/or your business;
- you will not use the Services, directly or indirectly, for any fraudulent undertaking or in
any manner so as to interfere with the operation of the Services; and
- your use of the Services will be in compliance with these Terms.
17. No Warranties
- THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT
IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, AMBER PAY
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- AMBER PAY DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES
ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS;
THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,
UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS
IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.
- Amber Pay does not warrant, endorse, guarantee, or assume responsibility or liability for any
product or service advertised or offered by a third party. Amber Pay does not have control of, or
liability for, goods or services that are paid for using the Services.
18. Limitations of Liability and Damages
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AMBER PAY BE
LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF,
INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, AMBER PAY WILL NOT BE
LIABLE FOR ANY LOSS OR DAMAGE INCLUDING LOSS OR DAMAGE CAUSED BY AMBER PAY’S
- UNDER NO CIRCUMSTANCES WILL AMBER PAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR
INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE
OF THE SERVICES OR YOUR AMBER PAY ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
III. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AMBER
PAY IS LIMITED TO THE EQUIVALENT ONE (1) MONTH LICENCING FEE PERIOD.
- THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AMBER PAY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF
LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
19. Third Party Products
- All third party hardware and other products included or sold with the Services are provided
solely according to the warranty and other terms specified by the manufacturer, who is solely
responsible for service and support for its product. For service, support, or warranty assistance,
you should contact the manufacturer directly. AMBER PAY MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND
EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
20. Mediation and Arbitration
- The Parties agree to submit any dispute or difference between them arising out of this
Agreement, after having attempted to resolve same informally as between themselves, firstly to
Mediation at the Dispute Resolution Foundation of Jamaica. If no amicable resolution is
achieved within thirty (30) days of the final Mediation hearing, it shall then proceed to
arbitration in accordance with the Arbitration Act 2017. Nothing in this clause 29 shall preclude
a Party’s right to seek interim relief from an appropriate court pending the conclusion of the
arbitration of such dispute or difference.
- The Arbitration will be held in the English language in Kingston or St. Andrew, Jamaica.
- There will be one arbitrator, who will be, if the question in issue is:
- Primarily an accounting matter, an independent chartered accountant of at least ten
(10) years standing;
- b. Primarily a legal matter, a practicing advocate or commercial attorney of at least ten
(10) years standing;
- and any other matter, a suitably qualified person.
- Should the Parties to the dispute fail to agree whether the dispute is principally a legal,
accounting or other matter within seven (7) days after the arbitration was demanded, the
matter shall be deemed to be a legal matter.
- Should the Parties to the dispute fail to agree on the choice of arbitrator within twenty-one (21)
days after the arbitration was demanded, the matter shall be referred to the Jamaican Bar
Association for their determination, whose choice of the arbitrator shall be final and binding on
21. Governing Law
Our relationship is governed by the laws of Jamaica
You may not transfer any rights you have under our terms of service to anyone else.
These General Terms, and any rights and licenses granted hereunder, may not be transferred or
assigned by you and any attempted transfer or assignment will be null and void.
22. Third Party Services and Links to Other Websites
While you’re using our products and services, you may be offered services from third parties. We are
not responsible for any issues you may have with them.
You may be offered services, products and promotions provided by third parties and not by Amber Pay,
including, but not limited to, third party developers who use Amber Pay’s services (“Third Party
Services”). If you decide to use Third Party Services, you will be responsible for reviewing and
understanding the terms and conditions for these services. We are not responsible or liable for the
performance of any Third Party Services. Further, you agree to resolve any disagreement between you
and a third party regarding the terms and conditions of any Third Party Services with that third party
directly in accordance with the terms and conditions of that relationship, and not Amber Pay. The
Services may contain links to third party websites. The inclusion of any website link does not imply an
approval, endorsement, or recommendation by Amber Pay. Such third party websites are not governed
by these General Terms. You access any such website at your own risk. We expressly disclaim any
liability for these websites. When you use a link to go from the Services to a third party website, our
Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including
those that have a link in the Services is subject to that website’s own terms, rules and policies.
23. Third-Party Beneficiaries
No provision in these General Terms, and any applicable Additional Terms is intended or shall create any
rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in
any third party.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it
shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of this Agreement.
25. Force Majeure
- If a Party is prevented or restricted directly or indirectly from carrying out all or any of its
obligations under this Agreement due to third party strikes or lock-outs, black outs, riots, wars,
sabotage, pandemic, governmental laws, downtime of cellular network transmissions,
regulations or rulings, acts of God, fire, flood and other acts beyond the control of such Party,
the Party so affected shall be relieved of its obligations hereunder during the period that such
event and its consequences continue, but only to the extent so prevented and shall not be liable
for any delay or failure in the performance of any obligations hereunder or loss or damages
whether general, special or consequential which the other Party may suffer due to or resulting
from such delay or failure, provided always that written notice shall forthwith be given of any
such inability to perform by the affected Party. Any Party invoking force majeure shall upon
termination of such event giving rise thereto, forthwith give written notice thereof to the other
- If the event continues for a period of thirty (30) days, either Party may then give notice of
termination of the Agreement, which termination shall take effect seven (7) Business Days after
the giving of the notice