Terms and Conditions
Operadora de Pagos Móviles de México, S.A. de C.V. (hereinafter "OPM"), is a variable capital corporation duly incorporated in accordance with the laws of the United Mexican States, with its registered address at Lago Zúrich 245, Telcel Building, 13th Floor, Plaza Carso, Colonia Ampliación Granada, Miguel Hidalgo Municipality, Postal Code 11529, Mexico City. OPM is authorized as a participant in the Interbank Electronic Payment System (“SPEI”) to carry out disbursements or receive payments in various sectors.
In light of the foregoing, OPM establishes these terms and conditions for the use of the OPM Disbursement Module Service, so that those who accept them, either in writing or digitally, may carry out disbursements or receive payments via SPEI. By doing so, they accept that OPM will be the provider of disbursement services from that moment forward.
The Parties assign the following terms, written with an initial capital letter, the meaning attributed to them in each case, regardless of whether they are used in singular or plural form.
DEFINITIONS
"Client": Refers to the legal entity that accepts these terms and conditions for the provision of the Disbursement Service, either digitally or in writing.
"Beneficiary Client": Refers to the holder of the Client's Account opened with the Receiving Participant, as indicated in the respective Transfer Order received by the latter, where the final credit of the funds subject to the transfer is to be made.
"Sending Client": Refers to the holder of the Client's Account opened with the Participant with whom they have agreed to process their Payment Requests, debiting from said account.
"Password": Refers to the alphanumeric string of at least twelve characters (which must include uppercase letters, lowercase letters, numbers, and special characters) that authenticates the Client in the OPM Disbursement Service, granting access. The Client must create the password following the established rules.
"CLABE": Refers to the unique identifier known as the "Standardized Bank Code" that can be assigned to each of the Client's Accounts.
"CLABE Accounts": Refers to the account number or numbers assigned by OPM to the Client for making electronic transfers and payments under the terms of the Agreement, as well as receiving payments and identifying collections.
"Tracking Key": Refers to the tracking key number provided by OPM to consider a transaction as valid.
"Destination Accounts": Refers to the accounts to which electronic transfers or payments will be made under the terms of the Agreement.
"Non-Business Day": Refers to Saturdays and Sundays, the days mentioned in Article 74 of the Federal Labor Law, November 1st and 2nd, the dates corresponding to Thursday and Friday during Holy Week, and the non-working days for Financial Institutions.
"Electronic Signature": An identification and authentication element of the Client, generated during Operations carried out in the OPM SPEI Disbursement System, using the User Identifier, Password, and Security Certificate. By using the Electronic Signature, the signer approves the information transmitted and received through the OPM system, establishing the relationship between the institutions and the Client's identity.
"User Identifier": Refers to the alphanumeric character string that allows the recognition of each of the Client's users. There is no minimum number of characters, but it must follow the structure or format of an email address.
"Internet": Refers to the global network of computers that connects and communicates through the interconnection of multiple networks using the same communication protocol.
"Data Message": Refers to the information generated, sent, received, stored, or communicated electronically between OPM and the Client.
"Security Profile": The security structure designed by the Client for the use of OPM's Disbursement Service, through which the Client determines the authorization level of each User, and therefore, the type of Operations they can carry out on behalf of the Client within the OPM SPEI Disbursement Module.
"Declared or Initial Transactional Profile": Refers to the Client's initial transactional profile, regarding the amount, number, type, nature, and frequency of the Operations they commonly perform, as well as the origin and destination of the involved funds.
"OPM SPEI Disbursement System or Module": Refers to the system owned by or licensed to OPM through which OPM's Disbursement Service is provided, as outlined in these terms and conditions.
"Transactions": Refers to the transfers, payments, and electronic collections carried out through OPM's SPEI Disbursement Service, generated by the Client or the Client's customers in relation to fully legal activities. These transactions result in the payment of compensation agreed upon between the Client and OPM, or between the Client and the integrator, who in turn will settle the corresponding transactions with OPM.
"User": Refers to the person authorized by the Client to access the OPM SPEI Disbursement Module, according to the Security Profile assigned to them. At all times, the Client will be responsible for all instructions and Operations carried out by the Users designated by the Client.
USE AND RESTRICTIONS OF THE OPM DISPERSION SYSTEM OR MODULE
Through the OPM Disbursement System or Module, OPM will provide the Client with the OPM SPEI Disbursement Service, through which the Client will send transactions via a secure channel (VPN or internet (HTTPS)) for electronic transfers, payments, and collections. The above is subject to the terms and conditions described herein.
OPM reserves the right at all times to modify the route and/or the method of access to the OPM SPEI Disbursement Module. In such cases, OPM will inform the Client or, if applicable, the Integrator, in a timely manner of the new requirements to access the service when it becomes necessary to use the new route and/or access method.
SERVICES
With the Disbursement Module, OPM offers the service to carry out transfers via SPEI online or in batches through an API or web module, allowing you to receive payments by assigning CLABE accounts linked to your company.
USE OF METHODOLOGY FOR THE OPM DISBURSEMENT SYSTEM OR MODULE
By accepting these terms and conditions, the Client agrees that the use of OPM's SPEI Disbursement Service will follow the flow outlined below:
1.- For batch disbursements, the Client will schedule the disbursement to be executed on the day and time of their choosing. Additionally, the Client can cancel the disbursement at any time before its execution, if desired.
- The Client will have access to the OPM SPEI Disbursement Module (MDO) in a web environment, where they can schedule disbursements to be executed on the day and time of their choosing. Additionally, the Client can cancel the disbursement at any time before its execution, if desired.
- The Client must fund the CLABE Account "Drawer" from which the funds to be disbursed will be taken. The Drawer must have at least the minimum balance required for the disbursement. Funding of the Drawer is done via an electronic SPEI transfer to the assigned CLABE account.
- The Client may have N number of CLABE accounts, as requested from OPM either directly or through their integrator. Each CLABE account is used to fund a Drawer from which monetary resources will be drawn for the execution of disbursements.
- The amount funded by the Client can remain in the account if they choose, without needing to make daily withdrawals from the balance, as long as their operation is 24/7, 365 days a year.
- The Client must upload disbursements to the MDO using a layout that must include the following information:
1. Name of the Sender
2. Sender's Account (from which the funds will be withdrawn)
3. Alphanumeric reference
4. Numerical reference
5. Amount to be disbursed
6. Destination Account (credit)
7. Destination Account Holder
8. Tax ID of the Destination Account holder
9. ID Number of the Destination Account holder
- The Client will be able to track the status of their disbursement online (integration is required to access the services provided by OPM).
- The Client will be able to review reports for the current month regarding their disbursements and payments received, such as:
- Successful transactions
- Failed and/or returned transactions
- Cancelled transactions
2.- For online disbursements, the Client will send the transaction data according to the layout, so it can be processed immediately by the OPM SPEI Disbursement System.
- As a participant in the Interbank Electronic Payment System (SPEI), OPM will provide the technological platform (API) to process mass online electronic transfers (one-to-one transactions)
- This service will operate 24/7, 365 days a year, to any financial institution participating in the SPEI ecosystem.
- Through this platform, the Client will be able to disburse mass online electronic transfers (one-to-one transactions).
- The Client is responsible for managing the available balance in the funds drawer from which the disbursement of financial resources will be made.
- A CLABE account will be assigned to the Client, from which they must fund a Drawer. The monetary resources for the disbursement will be drawn from this Drawer for execution. This CLABE account must have at least the minimum balance required for the disbursement. The funding of the CLABE account is done via an electronic SPEI transfer to the CLABE account assigned by OPM.
For the mass execution of online electronic transfers, the Client will send the transaction data according to a Layout so that it can be processed immediately.
The transfer will be configurable, allowing customization of:
- Name of the Sender
- Alphanumeric Reference
- Real-Time Status Inquiry
SPEI Reception:
- The Client may assign Virtual CLABE Accounts to their users in order to receive various payments through these accounts, as previously agreed upon with OPM directly or through their integrator.
- Virtual Accounts are only used for receiving and managing referenced payments previously agreed upon with OPM. The money received through these accounts is concentrated in the Cost Center assigned to the Client, and only through the Cost Center can transfers be made.
Since the Client will fund the Drawer or CLABE account from which the disbursed financial resources will be drawn, and given that these funds are for operational purposes within the SPEI Disbursement Module, the Client shall not have the right to claim interest, increases, or decreases in the value of the amounts deposited for the aforementioned operational purposes. The Client expressly waives the provisions of Article 336, second paragraph, of the Commercial Code.
ELECTRONIC SIGNATURE AND SECURITY CERTIFICATE.
As authentication elements, the Client will have:
a) User Identifier
b) Password; and
c) One-Time Keys generated by the application designated by OPM for the Client (as a second factor of authentication), all of which will be referred to as the "Security Profile."
Additionally, OPM will provide the Client with additional authentication or identification elements to operate online through the aforementioned service when required by law. The authentication elements generate the Client's Electronic Signature within the OPM SPEI Disbursement Module. The Electronic Signature has the same evidentiary value as a handwritten signature according to the law.
The Client acknowledges the personal, confidential, and non-transferable nature of the User Identifier, password, and One-Time Keys, and will be solely responsible for their use, safekeeping, and protection. Consequently, the Client fully releases OPM from any liability for the use of these elements, from the moment they are delivered and/or activated, for any Operations carried out by the Client or any third party using them.
OPM may instruct the Client to change or modify any of the security components, either directly or through the integrator, following the specifications and procedures that OPM provides. If the Client does not make the requested changes or modifications, OPM may limit, suspend, or cancel the OPM SPEI Disbursement Service, as well as terminate the commercial relationship governed by these terms and conditions, without any liability on OPM's part.
As for the temporary passwords provided to the Client when the service is contracted for each of their users, the Client is obligated to change them the first time they log into the OPM SPEI Disbursement Module. Thus, once new passwords are created by the Client's Users, OPM is released from any responsibility for the improper use of these passwords, as OPM has no knowledge of them. For changing passwords, the Client must follow the procedures indicated on OPM's online portal.
The Security Profile, including any additional authentication or identification elements provided to the Client, may be deactivated if not used by the Client for a continuous period of 3 (three) months, or when OPM deems, at its discretion, that the Security Profile's integrity or confidentiality has been compromised. Additionally, in these cases, OPM will have the authority to limit, suspend, or cancel the OPM SPEI Disbursement Service without notifying the Client and without any liability, as well as to terminate the Agreement.
NOTIFICATIONS OR STATUS CHANGES.
OPM will notify the Client about the status of all operations carried out through the OPM SPEI Disbursement Module. All operations performed by the Client will be made known within the system, with the understanding that the Client has the option to accept or reject the messages. The operations that will be notified are those that the Client can configure within the system or those that OPM deems necessary to ensure the proper service and operation of the OPM SPEI Disbursement Module, in accordance with applicable legal provisions.
MEANS OF COMMUNICATION, NOTIFICATION AND CONFIRMATION.
The Parties agree that all communications, notifications, confirmations, messages, alerts, and notices related to disbursements will be made via telephone (with written confirmation), mail, email, and primarily through the OPM SPEI Disbursement Module.
IT INTEGRATION.
The Parties agree that, in the event either of them makes any modifications to the IT specifications and functionalities of the OPM SPEI Disbursement Module that affect the services under the Agreement, they must immediately notify the Clients in writing.
SERVICE HOURS
OPM will carry out the agreed Operations through the OPM SPEI Disbursement Module 24 hours a day, 7 days a week, 365 days a year.
OPM will notify the Client directly or through their integrator 3 days in advance of the release of new versions or scheduled maintenance windows aimed at improving the service. In light of the above, the Client acknowledges the necessary maintenance to be performed and will take the precautions they deem appropriate for the continued provision of the service.
RISKS AND RECOMMENDATIONS IN THE PROVISION OF THE SERVICE.
OPM informs the Client of the main risks associated with the use of electronic or authorized means, which are as follows:
a) Possible electronic fraud due to theft of the User Identifier and Password using malicious codes.
b) Possible electronic fraud due to the misuse of the User Identifier and Password by the person(s) to whom the Client grants access.
c) The transaction may not be completed for reasons including but not limited to: (i) the SPEI beneficiary participant (the institution receiving the transaction) is not connected, (ii) the sending client does not have sufficient funds to process the transaction, (iii) the Sending Participant lacks sufficient balances (because Banxico moved the funds during the operational date change), (iv) the beneficiary accounts (the accounts to which the OPM client sends money) are blocked, canceled, exceed daily or monthly limits, or do not meet a business rule of the SPEI Beneficiary participant.
d) Possible theft of sensitive data from the Service holder or the Security Profile.
e) Access to fraudulent portals compromising the Client's authentication data (commonly known as phishing).
In light of the above, OPM suggests that the Client take the following measures or recommendations, among others, to mitigate these risks:
a) Periodically change the Password.
b) Periodically audit the person with access to the MDO application (conduct regular trust control assessments).
c) Monitor the activities of internal MDO users.
d) Avoid conducting operations in the OPM SPEI Disbursement Module from public places such as Internet cafes, hotels, airports, or other locations where you cannot ensure that the equipment used to access the service is free from malicious software.
e) Protect your devices from malicious software by using at least an updated firewall, antivirus, and anti-spyware.
f) Do not share your User Identifiers, Passwords, Security Profile, or One-Time Keys generated by the application designated by OPM with anyone; these elements are personal and non-transferable.
g) Fully close work sessions at the end of operations or when you need to step away from your workstation, even for a few minutes.
h) Be aware of and consider the system's operating hours.
i) Constantly verify the security measures that OPM informs its Clients about through its online portal.
j) Whenever possible, avoid using free email services to exchange information with OPM.
k) Immediately notify OPM when the Client identifies operations or any activities logged in the activity log that are unrecognized or unusual, or if the Client becomes aware that any authentication elements (User Identifier, Password, Security Certificate, and/or One-Time Keys generated by the application designated by OPM) have been stolen or lost.
l) Deactivate users who no longer work for the Client or for any other reason should no longer have system access.
m) Use the OPM SPEI Disbursement Module strictly for personal use.
The Client agrees that the User Identifier, Password, Electronic Signature, One-Time Keys generated by the application designated by OPM for the Client, and any other additional authentication elements provided by OPM are personal and non-transferable. Therefore, the Client is responsible for their safekeeping, care, and use, as well as for any operations carried out through the OPM SPEI Disbursement Module where they were used.
In light of the above, the Client hereby releases OPM from any liability in this regard and agrees to hold OPM harmless in the event of any dispute arising from this matter.
The Client agrees that the funds used for electronic transfers and payments in accordance with these terms and conditions, as well as any deposits received through the OPM SPEI Disbursement System, will have a lawful origin. The Client is responsible for the origin and destination of the funds transmitted using the OPM SPEI Disbursement Module and agrees to hold OPM harmless from any claims, demands, or complaints arising from the origin or destination of said funds. The Client also agrees to reimburse OPM for any expenses incurred as a result of such claims.
IDENTITY THEFT
The Client and OPM agree that OPM will NOT send emails to the Client requesting any type of personal information.
The Client agrees to:
a) Disregard and, consequently, not respond to emails that appear to come from OPM requesting personal information.
b) Not follow links or hyperlinks that appear in the body of such emails mentioned in the previous point.
c) Check their device to ensure it is free from malicious software and update security mechanisms.
d) Immediately notify OPM if the Client becomes aware that any authentication elements (User Identifier, Password, and/or One-Time Key generated by the application) have been stolen or lost, or if any of the aforementioned situations occur.
In this way, the Client assumes the consequences that may arise from criminal acts caused by their failure to comply with the obligations outlined in this clause.
THEFT OR LOSS OF ACCESS CREDENTIALS FOR THE MODULE.
In the event of damage, theft, or loss of any elements that make up the Security Profile—such as the User Identifier, Password, Security Certificate, and/or One-Time Keys generated by the application designated by OPM for the Client—the Client must immediately notify OPM directly or through the integrator using the communication methods outlined in these terms and conditions, in order to prevent any unauthorized third party from using the Client’s Security Profile to carry out any Operations instructed by the Client.
At the time the report is made, OPM will cancel the reported access credential and provide a report or reference number. From that moment on, the Client's responsibility will cease. Therefore, any operation carried out within the OPM SPEI Disbursement Module through the electronic means regulated by these terms and conditions, after the report is made, will be attributable to OPM or to the integrator if they have not correctly notified OPM.
SERVICE NON-PROVISION AND, IF APPLICABLE, SUSPENSION.
The Client hereby agrees that OPM may refuse to provide or may temporarily or permanently suspend any of the services mentioned in this Agreement, without any liability and without prior notice to the Client, including but not limited to the following cases:
a) There is sufficient reason to believe that the Password and/or Security Profile is not being used by the Client.
b) The information required to perform operations is insufficient, inaccurate, incorrect, incomplete, or deviates from the usual usage parameters.
c) The Client's accounts, or third-party accounts, are not incorporated or have been removed from the OPM SPEI Disbursement Module.
d) There are no available funds in the accounts.
e) The Security Profile used by the Client to access the OPM SPEI Disbursement Module is incorrect or erroneous.
f) It is identified that the transaction originates from a compromised IP address.
g) The service has been blocked due to the entry of incorrect Keys or Passwords more than 3 (three) times.
h) The Client is engaging in bad practices or is detected misusing the OPM SPEI Disbursement Module.
i) The Client performs an operation other than those established in the Agreement.
ACCEPTANCE OF SECURITY MEASURES.
The Client agrees and undertakes to apply and keep all the security measures suggested by OPM in the Agreement up to date.
CONTROL MEASURES.
OPM will maintain control measures at all times to detect and prevent events that deviate from the usual usage parameters of the OPM SPEI Disbursement Module by the Client, reserving the right to withhold authorization for the corresponding Operations.
TECHNICAL SUPPORT.
OPM will provide the Client with operational support related to the OPM SPEI Disbursement Module as agreed with the integrator.
INTELLECTUAL AND INDUSTRIAL PROPERTY.
OPM will hold all intellectual and industrial property rights, including the rights to exploit and distribute the software and its improvements, as well as any other elements subject to such rights that may be created in connection with the provision of services under the Agreement.
TRADEMARKS.
By accepting the terms and conditions described herein, the Client authorizes OPM to use their name (corporate name, business name, and/or trade name) and image solely for commercial prospecting purposes (advertising or marketing) and for the purpose of including them in OPM's advertising and social media.
The above will not, at any time, be considered a reciprocal authorization for the use of OPM's trademark. Therefore, the Client may not use, at any time or in any form, any trademark owned by OPM or any of its Affiliates.
CLARIFICATIONS OR COMMENTS.
The Client is entitled, under Article 23 of the Law for the Transparency and Regulation of Financial Services, to make observations or submit clarification requests regarding operations carried out through the OPM SPEI Disbursement Module. For this, the Client has a period of 90 (ninety) calendar days from the date of the corresponding Operation to submit a written clarification at OPM's registered address.
Once the clarification request is received, OPM will have a maximum period of 45 (forty-five) calendar days to deliver the corresponding resolution to the Client, attaching simple copies of the documents or evidence considered for the issuance of said resolution, based on the information that, according to applicable regulations, must be in its possession. Additionally, a detailed report will be provided addressing all the issues contained in the Client's request.
The aforementioned resolution and report must be formulated in writing and signed by authorized OPM personnel. In the event that the resolution issued by OPM determines that a payment is due, the Client must pay the amount owed.
Within 45 (forty-five) calendar days from the delivery of the resolution, OPM is obligated to make the file generated in response to the request available to the Client. OPM must include all the documentation and information that, under applicable regulations, should be in its possession and directly related to the clarification request, while excluding any data related to transactions with third parties.
However, the entries in OPM's accounting records will serve as evidence in its favor, unless proven otherwise in the relevant legal proceedings.
CLIENT IDENTIFICATION AND DUE DILIGENCE.
OPM reserves the right, at any time, to request from the Client the Identification and Due Diligence (KYC) policies applied to its Clients and/or the individuals from whom it receives or to whom it sends funds, related to Anti-Money Laundering and Counter-Terrorism Financing, in order to ensure that due process is followed in accordance with applicable regulations. In any case, the Client agrees to hold OPM, and if applicable, the integrator, harmless from any lack of diligence within the Client's internal processes. In this case, and when OPM considers that the lack of diligence has put it at risk, it reserves the right to terminate the commercial relationship governed by these terms and conditions.
PERSONAL INFORMATION
Each Party is responsible for the processing of personal data obtained in connection with its respective operations, in compliance with the Applicable Law and the relevant privacy notices.
In relation to the above, the Client declares that they have the necessary authorization and, therefore, sufficient authority to transfer the personal data required by OPM to fulfill its obligations and exercise its rights under the Agreement.
In the event of a claim related to the processing of personal data in compliance with the Agreement, the Party that is the direct or indirect source of the personal data in question must defend and hold the other Party harmless. Additionally, if applicable, they must fully indemnify the other Party (100%) for any amount that the latter may be required to pay in fines and/or compensation arising from administrative, civil proceedings, or settlements related to the claim(s).
OPM acknowledges and agrees that any personal data it collects and processes in connection with the services governed by these terms and conditions must comply with the privacy notice that the Client provides to the data subject, through any medium the Client determines at its sole discretion.
OPM accepts and agrees that any databases it generates as a result of any activities performed under the services governed by these terms and conditions will be its property. The information contained in these databases may only be used by OPM in connection with fulfilling the provision of services outlined in these terms and conditions. OPM must establish and maintain administrative, technical, and physical security measures to protect personal data against damage, loss, alteration, destruction, or unauthorized use, access, or processing.
By accepting these Terms and Conditions, the Client expressly agrees to be bound by the terms of OPM's Privacy Notice, which is hereby considered reproduced as if fully set forth herein.
ASSIGNMENT OF RIGHTS
OPM and the Client agree that the Client may not assign or otherwise transfer the rights and obligations arising from the commercial relationship governed by these terms and conditions without OPM's prior written consent. Likewise, the Parties agree that OPM may, at any time, assign its rights and obligations arising from the provision of services governed by these terms and conditions to any third party. A simple written notification from OPM to the Client or, if applicable, to the corresponding integrator, informing them of the assignment of rights and obligations, will suffice.
CUSTOMER SERVICE, CONTACT, AND COMMUNICATION UNIT
OPM provides its Clients with a Customer Service Unit for any inquiries, complaints, information, and/or clarification regarding transactions or operations via email at opm@opm.mx, or through OPM's Internet Portal at https://opm.mx.
ACCEPTANCE
Having understood the legal scope of these Terms and Conditions, by using OPM's Platform, I accept and acknowledge that I have read and understand them, and I express my agreement by using my Electronic Signature and Security Profile. I also declare that: I am acting on my own behalf, and I have previously provided OPM with the identification details of the real owners.
APPLICABLE LAW AND JURISDICTION
It is expressly agreed to submit to the jurisdiction of the courts of Mexico City, United Mexican States, in the event of any dispute, as well as to the applicable laws in force in that location, expressly waiving any other jurisdiction that may apply due to nationality or place of residence.