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What this document means to you?
These terms and conditions are the Specific Terms applicable to our provision of the Payment Account Services to you. These Specific Terms supplement the General Terms and form part of your Agreement with us.
The Specific Terms are part of the overall Agreement which includes other relevant agreements such as: Application Form, Pricing Schedule, General Terms, Privacy Policy, Cookie Policy, and all Specific Agreements, if applicable.
The Specific Terms may be substituted by a Specific Agreement governing relationship while providing the Payment Account Services as outlined under the Specific Terms. In such case, a Specific Agreement shall have primacy over the Specific Terms.
1. SCOPE OF THE MERCHANT SERVICES
1.1 These Specific Terms govern the relationship between us and you in relation to
1.1.1. the Acquiring Services,
1.1.2. processing of Chargebacks and Refunds in respect of Cards and
1.1.3. the payment of the Transaction Amounts to you or Cardholders.
1.2 In return for you paying the Fees to us, we shall provide a connection to the Gateway which will make available access to the Merchant Dashboard and Electronic Platform, and allow the provision of Merchant Services as outlined under these Specific Terms.
2. DEFINITIONS
2.1 In these Specific Terms, the following terms shall (unless the context otherwise requires) have the following meanings:
“3-D Secure”– the “Three-Domain Secure” protocol deployed by Visa and branded as “Verified by Visa” and “MasterCard SecureCode” deployed by MasterCard, including successive versions thereof and any amendments thereto, as well as equivalent protocols deployed by other Card Networks.
“Acquiring Institution”– a financial institution that is authorised by a Card Network to enable the use of a Payment Method by accepting Transactions from merchants on behalf of the Card Network, routing these to the Card Network or Issuing Bank and collecting and settling the resulting funds to you.
“Acquiring Services”– means the Authorisation, capture, and settlement of a Card related Transaction, and the processing of Chargebacks, Refunds in respect of Cards.
“Assessment”– assessment, fine, liquidated damages, fee, cost, expense or charge of any nature which a Card Network, Other Financial Institution, or any other third party levies on at any time, directly or indirectly, in relation to a Service, Transaction or any other aspect of our or such third party’s relationship with you.
“API”– application programming interface consisting of direct secured internet connection between your site and the us environment via which Payment Details are sent.
“Application Form”– the application form provided by us, pursuant to which you apply for the provision of the Merchant Services, either in electronic or paper format.
“Authorisation”– the confirmation at the time of a Transaction from the relevant Issuing Institution that the Card used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised and that there are sufficient funds available for the relevant Transaction. “Authorise” and “Authorised” shall be construed accordingly.
“Authorised User”– individual authorised by you to have access to Merchant Dashboard and Electronic Platform.
“Business Day” – a day other than a Saturday, Sunday or public holiday in England on which banks are open for normal banking business in London, United Kingdom.
“Card”– any and all cards provided by the Issuing Institution.
“Card Network”– Visa, Mastercard, Visa Electron, Maestro, AmEx, Discover, UnionPay and any other card network us approves for Acquiring Services.
“Cardholder”– an individual (acting either in a personal capacity or as a representative of a Customer) who uses the Card to pay for the services or goods of you at you Location as well as a person who receives funds via Refund or Chargeback.
“Customer”– a legal person who enters into an arrangement with you in order to obtain goods or services, who may be the same as Cardholder.
“Chargeback”– a Transaction which is successfully charged back on request of the Cardholder or the Issuing Institution pursuant to the relevant rules resulting in a cancellation of a Transaction in respect of which you have been paid or were due to be paid.
“Claim”– any action, proceeding, claim, demand or assessment, fine or similar charge whether arising in contract, tort or otherwise.
“CNP Transaction”– Transactions where the Card and the Cardholder are not physically present at the point of sale, but you receive an instruction from the Cardholder to debit the funds.
“Electronic Platform”– online platform accessible via web or an app operated by us, where you may review the balance of acquired Transactions, communicate with us, access the E-money Account and /or Novatum Payment accountand /or Novatum Payment account (if applicable) and etc.
“E-money Account” – an e-money account opened by us for you in accordance with other Services.
“Fees”– the fees, charges, commission or other payments as described in the Specific Terms which are due to us from you.
“Floor Limit” – a specified value which if the Transaction Amount exceeds it, you are required to obtain online authorisation for the relevant Transaction.
“Gateway”– software used to send the Transaction data to us, including the request for Authorisation of the Transaction.
“Hosted Payments Page”– the Payment Interface where the Customer is redirected from you shopping site to a payment site hosted by us, on which Payment Details are entered by the Customer.
“Internal Program”– program developed by us which aims to reduce the number of Chargebacks of you.
“Issuing Institution”– member of any Card Network that is authorised to issue Cards for the Cardholders.
“Merchant Category Code (MCC)”– four-digit number assigned by Card Networks, which is used to classify a business by the type of goods and services.
“Merchant Credentials”– the security measures to be used by you in relation to accessing the Merchant Services.
“Merchant Dashboard“– means an electronic management information account in our systems containing data related to Transactions, Chargebacks, and Refunds.
“Merchant Services”– all services as can be provided by us to you under these Specific Terms, including but not limited to Acquiring Services, funds transfer services and any other services regarding which us and you may agree.
“Novatum Payment Account” – means a payment account provided by us to.
“Other Financial Institution”– means any third party credit or financial institution (including Issuing Institutions) which may be involved, or which us at its sole and absolute discretion involves, in the course of our provision of any of the Merchant Services.
“Payment Details”– the information which makes up the Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by us and obtain Authorisation.
“Payment Interface”– an electronic connection method provided by us to you for collecting the Payment Details for Transactions and allowing us to provide Acquiring Services to you.
“PCI SSC Standards”– Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the “PCI SSC”) at https://www.pcisecuritystandards.org.
“Pricing Schedule”– appendix to the Specific Terms setting out Fees and prices for Merchant Services supplied under these Specific Terms.
“Processing Statement”– a document that is given to you, unless a different period has been agreed between you and us, at the end of every seven days detailing Transactions that have been processed, Chargebacks, Refunds, and Fees that are paid for Acquiring Services.
“PSRs”– Payment Service Regulations 2017, UK Statutory Instrument No. 752, as amended from time to time.
“Refund”– Transaction, in respect of an initiating Transaction, made wholly or partially to reverse that initiating Transaction.
“Recurring Transaction”– repetitive period Transaction for which you charge the Cardholder.
“Recurring Transaction Authority”– Cardholder’s prior obtained consent (taken during the check-out process) for you to establish a Recurring Transaction, setting out: (i) the amount of the Recurring Transaction and whether this amount is fixed or variable; (ii) the dates on which the Recurring Transaction will be charged to the Cardholder’s Card and whether the dates are fixedor variable; (iii) the method of communication for all correspondence with the Cardholder; and (iv) a statement that the Cardholder may cancel the Recurring Transaction Authority at any time.
“Safeguarding Bank Account”– is an account with a bank, holding clients’ funds separately from our funds, in accordance with the PSRs.
“Security Code”– is a feature for CNP Transactions whereby the Cardholder must enter a 3-4 digit number which is printed on a Card, normally on the back.
“Settlement Account”– account in your name that is maintained by you with a duly authorised account provider that is acceptable to us.
“Specific Agreement”– any agreement overseeing the relationship and/or regulating the terms and conditions applicable to a certain Service, as entered into by and between us and you.
“Transaction”– financial operation using the Card to initiate a payment by the Cardholder to you for any of the goods or services declared in the Application Form. A Transaction under the Specific Terms is also a transfer of the funds and replenishment of the account existing in the electronic environment by the means of Card, transfer through, or Original Credit Transaction Original Credit Transaction if such service is provided by you.
“Transaction Amount”– a sum of money specified in the inquiry for Authorisation of Transaction confirmed by the Issuing Institution for conducting the Transaction.
“Trading Limit”– the maximum aggregate value of one or more Transactions that you may complete in respect of any specified period as notified by us.
2.2 The definitions contained in the General Terms shall also apply to the Specific Terms.
3. OUR RESPONSIBILITIES
3.1 We undertake to:
3.1.1. Provide you with the access to the Gateway and supply all required credentials in order for you to be able to access the Acquiring Services, Merchant Dashboard and Electronic Platform.
3.1.2. act as an Acquiring Institution or facilitate connection to an Acquiring Institution, and perform all necessary ancillary activities for you to be able to accept Transactions by means of Cards of Card Networks, as may be agreed to from time to time.
3.1.3. Clear and settle Authorised Transactions on your behalf with the relevant Card Networks.
3.1.4. Display Transactions in the Merchant Dashboard and Electronic Platform or make available certain information to you (including by the means of supplying Processing Statements) in accordance with applicable Card Network rules and relevant law.
3.1.5. Store the Transaction amounts (less the Fees, charges and payments due to us) in the Merchant Dashboard with the corresponding value in the Safeguarding Bank Account.
3.1.6. Settle Transaction amounts (less the Fees, charges and payments due to us) to the Settlement Account, which may be the same account as the E-money Account or Novatum Payment Account if you request so.
3.1.7. Provide you with the Merchant Services with reasonable care and skill and in accordance with all applicable legislation and regulations (including Card Network rules).
4. YOUR WARRANTIES
4.1 You hereby represent and warrant that:
4.1.1. The products/services offered by you are not harmful (i.e. do not include viruses, worms and other harmful or destructive codes), misleading, infringing any third party (intellectual property) rights, abusive, harassing, defamatory, pornographic, obscene, invasive of privacy, discriminating or otherwise illegal or in contradiction with industry standards, the laws and regulations, reasonable guidance supplied by us from time to time, or the Specific Terms.
4.1.2. The products/services offered are technically and substantially of high quality and you shall provide adequate and fast Customer support for the offered products/services, which shall adhere to the highest ethical and professional standards.
4.1.3. You either own your products/services or has the necessary licenses, rights and permissions to use, sell, license or otherwise make such products/services available to Customers.
4.1.4. You have a permanent establishment and/or business registration in the country referenced as address in the Application Form which is where the Acquiring Services are provided in case of physical location, and business registration in case of sale through the Internet;
4.1.5. You will abide by all relevant accounting principles which apply to you and record the Transactions that we process in the accounting records of the permanent establishment/business, as the case may be, fully and properly in accordance with those principles, relevant law, and the Card Network rules;
4.1.6. You will pay all relevant taxes as required by applicable law and the Card Network rules relating to the Transactions submitted for processing by the permanent establishment/business registration as the case may be; and
4.1.7. You will comply with all Card Network rules as in force from time to time and to the extent any Card Network rules require a change in your place of establishment, location of your business or contracting entities, you undertake to comply with such requirements and will execute all such documents as required by us in order to ensure compliance with the Card Network rules or any applicable law. Such document(s) may include but are not limited to, the execution by you of a novation agreement replacing your legal entity with another entity as required pursuant to the relevant Card Network rules, after a reasonable request provided by us.
4.2 You shall, upon our request, provide evidence of compliance with warranty and representation outlined under this Clause, including the accounting records relating to the permanent establishment/business registration as the case may be.
5. YOUR RESPONSIBILITIES
5.1 You undertake to:
5.1.1. Request prior authorisation from us for all Transactions that exceed the Floor Limit;
5.1.2. Adhere to and comply with the provisions of these Specific Terms;
5.1.3. Adhere to and comply with the Card Network rules, as may be from time to time notified by us or published by Card Networks;
5.1.4. Adhere to and comply with obligations which you have towards your Customers in relation to the provision of goods/services;
5.1.5. Accept Transactions solely in connection with the goods/services which you sold to those Customers;
5.1.6. Make Refunds solely in connection with the goods/services which you sold, and pay such Refunds to the primary payment method used by the Customer;
5.1.7. Accept Transactions solely for goods/services which commonly fall within the business line identified by you and corresponds to the assigned MCC. We may unilaterally amend the MCC to ensure more accurate matching of your business;
5.1.8. Accept Transactions and submit information to us solely in respect of Transactions which Customer has Authorised in accordance with relevant law, the Specific Terms, the Card Network rules and any other information or instructions provided by us;
5.1.9. Offer your Customers a documented complaints procedure and a Customer service contact point accessible by e-mail and telephone, with clearly stated availability time, and resolve such complaints in a due manner;
5.1.10. Inform Customers of your identity at all points of interaction, so that the Customer can easily identify you as the counterparty to the relevant Transaction;
5.1.11. Notify us prior to any changes to the nature of goods/services which you are selling with the help of Acquiring Services;
5.1.12. Notify us of any URL or website from which you accept Transactions or creates the appearance that you do so;
5.1.13. Refrain from any conduct which is capable of damaging the reputation or goodwill of us, or any Other Financial Institution, payments organisation or the Card Networks;
5.1.14. Where we agree in writing that you may accept Recurring Transactions, you undertake to:
(a) obtain Recurring Transaction Authority from the Cardholder;
(b) notify the Cardholder via the agreed method of communication at least ten (10) working days prior to a Recurring Transaction payment being charged to the Cardholder’s Card if:
(i) the payment amount has changed;
(ii) the payment date has changed;
(iii) more than six (6) months have elapsed since the last Recurring Transaction; and/or
(iv) a trial period, introductory offer or promotional activity has expired;
(c) not to execute a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has ended, either upon expiry or request from the Customer to cease Recurring Transactions; and
(d) retain securely the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of final Transaction executed under it, and produce each Recurring Transaction Authority to us on demand. To avoid doubt, you may not accept Recurring Transactions unless we have previously expressed consent for such activity in a written form.
5.2 Where you sell via the Internet, the website must contain at least the following information:
5.2.1. Your name, company registration number, and address;
5.2.2. E-mail address and telephone number of customer support with clearly stated availability time;
5.2.3. A description of the products/services that you sell, with clear indication of prices, applicable taxes and currencies;
5.2.4. General terms and conditions, including the rules related to Customer’s right of cancellation of the order, delivery and payment, as well as shipping costs;
5.2.5. Privacy policy compliant with the relevant legislation;
5.2.6. A confirmation function on the website whereby the Customer is required to accept the conditions governing the return policy of the products. This must be a box which must be ticked or any other solution which evidences the customer has explicitly and expressely accepted the conditions;
5.2.7. It must be evident that Cardholders are able to pay using Cards;
5.2.8. The trademarks of the Cards that you accept as means of payment must be apparent. The trademarks must also be displayed in the place where the Customer chooses the payment method;
5.2.9. Transaction currency (which must be a currency we accept. e.g. GBP, EUR, USD or any others displayed on the Electronic Platform);
5.2.10. Any export restrictions;
5.2.11. Your payment solution must allow Cardholders to enter Security Code.
5.2.12. You undertake to ensure that nothing prevents the use of 3-D Secure in your payment solution for all Transactions which are being acquired through the Internet, unless otherwise agreed in writing with us.
5.3 Your trading name must be reasonably descriptive of your business, because this name may appear on the Customer’s bill for payments for Acquiring Services.
5.4 You are responsible for maintaining your own records related to the Merchant Services, Transactions, Refunds, and Chargebacks, and for reconciling these with the Merchant Dashboard, Electronic Platform and other accounting records. Upon the termination of the Specific Terms for whatever reason, we will have no obligation to retain, store or make available to you any data, records or other information in connection with any of the Merchant Services, Transactions, Chargebacks, and/or Refunds.
5.5 You shall ensure that the Merchant Credentials are not disclosed to any other person. You shall take all reasonable actions to ensure that there is no unauthorised use of the Merchant Credentials or of any other confidential information employed in the provision of the Merchant Services or use of the Merchant Dashboard, E-money Account, and Electronic Platform.
5.6 If you suspect that there may be or has been or are aware that there has been unauthorised use of the Merchant Credentials or of any other confidential material or information used in the provision or use of Merchant Services, the Merchant Dashboard, E-money Account, Novatum Payment Account and/or Electronic Platform, you shall notify us immediately by means of a telephone call, together with the email correspondence following without undue delay. We will use all reasonable endeavours to prevent unauthorised use of the Merchant Services, the Merchant Dashboard, E-money Account, and Electronic Platform upon receiving such notification.
6. INFORMATION ABOUT MERCHANT
6.1 In order to comply with legal and operational requirements of combating money laundering and terrorist financing we must possesses sufficient information about you and verify that information.
6.2 As a part of due diligence, we must obtain and verify the information regarding your identity, as well as the information on the Authorised Users, directors, shareholders, ultimate beneficial owners.
6.3 You are responsible for providing and maintaining accurate information in the Merchant Dashboard relating to the above.
6.4 We may, upon request by any Other Financial Institution, Customer, competent authority or a third party with a justified interest, disclose to the aforementioned persons data that is necessary to identify and contact you for the purposes of our and their compliance with anti-money laundering and terrorist finance requirements
6.5 You shall cooperate in good faith with all requests and in a timely manner provide the information as is requested by us.
7. SECURITY OF MERCHANT CREDENTIALS AND THE MERCHANT SERVICES
7.1 You are solely responsible for establishing and applying adequate security systems and procedures:
7.1.1. to comply with the provisions of Clauses 5.4 and 5.5;
7.1.2. for monitoring all use of or access to the Merchant Services, Merchant Credentials, the Merchant Dashboard, E-money Account, Electronic Platform in order to ensure that any Authorised User is using or accessing the Merchant Services, Merchant Credentials, the Merchant Dashboard, E-money Account, Electronic Platform within the limits of their authority and that no transactions have been executed which would indicate that unauthorised persons are in possession of Merchant Credentials; and
7.1.3. in relation to data and information after it has been accessed via, or printed or downloaded from the Merchant Dashboard, E-money Account, and/or Electronic Platform.
7.2 You are solely responsible for all losses resulting from any unauthorised activity in connection with the Merchant Dashboard, E-money Account, Novatum Payment Account and/or Electronic Platform (including use of Merchant Credentials). You acknowledge and agree that without limitation we have a right to suspend the provision of Services and/or at expenses of you take such other steps as we consider necessary if you have acted fraudulently, and either intentionally or negligently, failed to comply with the provisions of the Specific Terms (including failing to protect Merchant Credentials under Clauses 5.4, 5.5 or 7.1.1, or failing to notify us of the unauthorised Transactions).
7.3 You shall inform us immediately of revocation of any Authorised User’s authority.
7.4 You shall not disclose to any third party any data or information outlined under the Specific Terms, unless it is allowed in accordance with the terms as enshrined herein, or you obtained written consent from us.
8. PAYMENTS DUE FROM MERCHANT
8.1 The Fees applicable to the Specific Terms are set out in the Pricing Schedule.
8.2 All applicable Fees, charges and other payments from you to us are immediately due and payable on the provision of the relevant Merchant Service.
8.3 Unless agreed otherwise between us and you, all Fees, charges and other payments are exclusive of VAT and any other taxes under any applicable law. You will be solely responsible for paying any applicable taxes.
8.4 In cases where we have made a transfer of funds to you and there are still funds due and payable to the us (for example, where we have not deducted all sums due to us from that transfer), such funds will be paid in accordance with the separate invoice issued to you by us.
8.5 We have a right to from time to time amend the Fees and/or introduce new charges, in accordance with the terms of the Agreement.
9. PAYMENT INTERFACE
9.1 For CNP Transactions the Acquiring Services shall be used by you via the Hosted Payments Pages, unless agreed otherwise in a Specific Agreement. Unless agreed otherwise, you must always redirect the Customer to our secured Hosted Payments Page.
9.2 You shall not capture, register or have the Customer complete any Payment Details on your own site. You shall instead use the Hosted Payments Pages to have the Customer submit all required Payment Details. You shall not use screen grabbing or other emulation technologies to input Payment Details into Hosted Payments Pages.
9.3 Only where we explicitly agree in writing will you be allowed to accept CNP Transactions as part of the Acquiring Services by the means of an API interface.
9.4 Where you use an API interface, you must, at all times, fully comply with the current PCI SSC Standards and, at our request, demonstrate such compliance and provide valid certification of its compliance (alongside any other documents which may be requested by us). If you cannot prove the compliance or your certification becomes invalid, you shall notify us immediately.
9.5 We have the right to immediately suspend the provision of the Merchant Services where we have any indication that you are not compliant with the PCI SSC Standards. Such suspension shall remain until you can prove your compliance.
9.6 You shall fully indemnify and hold us harmless for any losses, claims (including those of Card Networks), costs, or damages us incurs as a result of your breach of your obligations outlined under this Clause.
10. SECURITY
10.1 You should not complete a Transaction if one of the following occurs:
10.1.1. we request you retain the Card. We may do this verbally by phoning you, by written advice via e-mail or through sending you the appropriate response code when electronic authorisation for the Transaction is requested;
10.1.2. The printed 4 digits above (or below) the embossed Card Number do not match the first The printed 4 digits above (or below) the embossed Card Number do not match the first 4 digits of the Card number;4 digits of the Card number;
10.1.3. The Card appears to be physically tampered with in any way;The Card appears to be physically tampered with in any way;
10.1.4. The Cardholder behaviour gives rise to suspicion of fraudulent activity;The Cardholder behaviour gives rise to suspicion of fraudulent activity;
10.1.5. You are for any reason suspicious of an illegal or fraudulent Transaction.You are for any reason suspicious of an illegal or fraudulent Transaction.
10.2 We reserve the right to freeze all funds, or a part thereof, representing proceeds of Transactions and/or withhold from you any payment due to you under the Specific Terms if in our reasonably exercised judgment you are or may be (intentionally or otherwise) engaged in a fraudulent or suspicious activity and/or there is a risk that you will be unable or unwilling to meet your contractual obligations under the Agreement, Specific Terms or any Specific Agreement you may have with us, including but not limited to excessive Chargebacks incurred by you. This is without prejudice to any funds held in accordance with Clause 20 “Guarantee”.
10.3 In addition to our rights in Clause 10.2, we shall be entitled to take any other action we reasonably consider necessary in order to combat the risk of fraudulent or suspicious activity, including, but not limited to:
10.3.1. changing your Floor Limit, Trading Limit, and/or payment plan;
10.3.2. suspending or stopping payments to you; and
10.3.3. introducing additional authorisation procedures.
10.4 In all cases, provided we are permitted to do so under applicable law, we shall provide you with prior notice of taking such actions. If this is not permitted, then we may notify you in writing of the action we have taken after it has occurred, subject to applicable law.
11. TRANSACTION FLOOR LIMIT AND TRADING LIMIT
11.1 In respect of the Acquiring Services, we may from time to time notify you of a Floor Limit and Trading Limit, which you agree to respect.
11.2 We are entitled to refuse the total value of a Transaction which exceeds its respective limit, and which was otherwise previously authorised by us. In the event that we accept such a Transaction, you acknowledge that such Transaction may be charged back in total to you at a later date.
11.3 You shall not exceed the Trading Limit or complete a Transaction in excess of the Floor Limit without our prior written approval (to be given in our sole and absolute discretion).
11.4 You agree not to evade Trading Limited by splitting a Transaction into two or more smaller ones.
11.5 A Transaction may exceed these limits if authorisation to that effect is obtained from us in advance of it occurring.
11.6 You acknowledge that in the case of CNP Transactions, the Floor Limit is zero (0) and therefore all CNP Transactions must be previously authorised by us.
12. REFUSING TRANSACTIONS
12.1 Issuing Institutions may refuse to settle a Transaction undertaken and processed by you in any, but not limited to the following cases and events:
12.1.1. Where a signature is required, the signature on the Transaction receipt is different from that on the Card;
12.1.2. The Transaction was not authorised by the Cardholder and/or no clear instruction was received from the Cardholder;
12.1.3. The Transaction receipt is altered after the Cardholder has signed it;
12.1.4. The Transaction receipt is for any reason incomplete;
12.1.5. The Card has expired at the time of the Transaction;
12.1.6. The amount charged does not correspond to the value of the goods/services purchased or rendered;
12.1.7. The sale price is in excess of the Floor Limit and no Authorisation has been obtained from us;
12.1.8. A negative Authorisation response was provided, or no Authorisation number was given or if given, was not properly recorded or Authorisation was not properly requested or obtained;
12.1.9. You do not follow the acceptance procedure for Chip, NFC and PIN Cards;
12.1.10. The Cardholder disputed the Transaction because the goods were not received or were defective, or the services were not performed or were inadequate;
12.1.11. The Transaction was made with a counterfeit or altered Card;
12.1.12. The Transaction was for any reason fraudulent, ineligible or illegal;
12.1.13. The Transaction was split into two or more Transactions;
12.1.14. The Transaction did not follow with the 3-D Secure procedure;
12.1.15. There has been any departure from the terms of the Specific Terms and/or Card Network rules in relation to that Transaction.
12.2 In our sole and absolute discretion, we may, but shall not be obliged to, decide to treat any such refused Transaction outlined under Clause 12.1 as valid.
12.3 Where a Transaction’s validity being disputed, the Issuing Institution may request we provide a copy of the Transaction receipt. We will request this copy and any other documentation, information or explanation relevant to the Transaction from you in writing. You are obliged to provide the foregoing within the stipulated time indicated in our request, for onward transmission to the Issuing Institution. If you fail to do so, we shall have recourse against you for the gross Transaction amount. For the avoidance of doubt, our right of recourse to the gross Transaction amount applies to all Transactions.
12.4 In addition to the above, we shall have the right to recourse in the event that your the aggregate value of your refused Transactions in any given month is equal to or exceeds, for any reason whatsoever, five per cent (5%) of your aggregate Transaction amounts, or such other percentage as we shall from time to time notify to you.
12.5 CNP Transactions are subject to full recourse, you remain fully liable for all such Transactions.
13. DATA SECURITY
13.1 You acknowledge and agree that you, your agents, sub-contractors or any third parties employed by you, shall abide by any data security standards of the Payment Card Industry Security Standards Council and the Card Networks, including the PCI SSC Standards. We may charge you an annual management fee for administering the system through which you report PCI SSC Standards compliance status to the Card Networks, and a PCI SSC Standards non-compliance fee for each month in which you are not compliant with the PCI SSC Standards.
13.2 You represent and warrant that no security breach relating to data processed by or on your behalf has occurred before the date on which the Specific Terms became effective. In case of breach of the foregoing representation and warranty, you acknowledge and agrees that we have a right to suspend the Merchant Services and/or take such other steps as us, any Card Network, regulatory authority, Other Financial Institution or any competent third party reasonably considers necessary to remedy the breach.
13.3 You shall notify us immediately upon becoming aware of or suspecting any security breach relating to data or information, regardless of compliance with the standards as prescribed in this Clause, Card Network rules, and/or any other guidance/information provided by us to you.
13.4 As soon as reasonably practicable, you shall simultaneously immediately identify and resolve the cause of such security breach and take any steps that we may request, including but not limited to the procurement (at your cost) of forensic reports from third parties recommended by us.
14. ONGOING MONITORING
14.1 You shall be subject to periodic ongoing monitoring which shall include, but is not limited to, the periodic review of your physical location, website and of customer due diligence documentation submitted to us.
14.2 Where you are obliged to provide additional or updated documentation or make any change to its website or other requirement in light of said ongoing monitoring procedure you shall be automatically placed into an Internal Program. You shall provide said documentation or make any requisite change within seven (7) business days of any such request made by us.
14.3 You agree that we shall have an undisputed right to place you under supervision in an Internal Program, which you will be obliged to follow, in instances that you experience an escalation of Chargebacks in a given period. Such right does not limit our right to suspend the provision of the Merchant Services and suspend the effects under the Specific Terms where you experience escalation of Chargebacks. Such suspension shall not require prior notice provided that, upon the determination by us that it shall suspend its Merchant Services and/or the effects of the Specific Terms, it shall notify you in writing of the same and require you to carry out corrective measures it deems necessary.
14.4 The terms of the Internal Program shall be notified to you in a timely manner.
15. PAYMENTS DUE TO MERCHANT
15.1 After supplying you with the Processing Statement and disclosing any amounts due under the Specific Terms, we shall initiate a payment to your Settlement Account of the funds due for a particular processing period, minus all of the sums referred in Clause 15.2.
15.2 All sums which are due to you shall be exclusive of: (i) any Refunds; (ii) any Chargebacks; (iii) any Assessments; (iv) any Chargeback costs; (v) any Claims; (vi) any Fees; and (vii) any other charges or amounts due from you to us and/or any Other Financial Institution under the Specific Terms or otherwise.
15.3 In respect of any sums specified under Clause 15.2 we may in our sole and absolute discretion decide to:
15.3.1. deduct or withhold such sums from, or set-off such sums against, any amount we are otherwise obliged to pay to you; and/or
15.3.2. send you an invoice for any or all such sums, which shall be payable in accordance with its terms.
15.4 In addition to the rights under Clauses 15.2and 15.3, we have a right to withhold any amount due to you, in the following cases:
15.4.1. if, following any deductions pursuant to Clause 15.3, such amount is less than the minimum threshold for paying out funds to you that we have notified you of from time to time. In such cases the payment will be withheld until the total payable sum reaches that threshold;
15.4.2. where there is a reasonable belief that a Transactiowhere there is a reasonable belief that a Transaction or an activity which otherwise n or an activity which otherwise would constitute a Transaction may be fraudulent or involves other criminal activity, would constitute a Transaction may be fraudulent or involves other criminal activity, until the satisfactory completion of an investigation by us, regulatory authority, Card until the satisfactory completion of an investigation by us, regulatory authority, Card Network, Other Financial Institution, or any otheNetwork, Other Financial Institution, or any other competent third party; orr competent third party; or
15.4.3. if we become aware or reasonably believes that you were in breach, are in breach of, or if we become aware or reasonably believes that you were in breach, are in breach of, or likely to be in breach any of obligations under the Specific Terms.likely to be in breach any of obligations under the Specific Terms.
15.5 We shall have a right to suspend the processing of all or any Transactions, Refunds, where there is a reasonable belief that a Transaction/Refund, including activity which would otherwise constitute a Transaction/Refund, may be fraudulent or involves any criminal activity, until the satisfactory completion of the investigation performed by us, a regulatory authority, Card Network, Other Financial Institution or any other competent third party.
15.6 Where we intend to exercise the right under Clause 15.5, we shall inform you of this in advance, unless it is prohibited under any relevant law.
15.7 We shall hold all of the amounts due to you in a specifically designated Safeguarding Bank Account (less any amounts due to us), prior to making any payment to your Settlement Account.
15.8 You shall verify that all payments from us are received and that they are correct. You must submit a written complaint to us if a settlement has not taken place within one month of the agreed date for disbursement of payment. Unless you are a micro-enterprise or charity and/or the error(s) is caused by our gross negligence or wilful misconduct, we have no obligation to accept complaints that are made after this point.
15.9 You shall verify that the prices and Fees charged are in accordance with the prices stated in the Specific Terms and must submit a written complaint to us in the event of any error(s). Unless you are a micro-enterprise or charity (in which case you have 13 months, your written complaint shall be submitted to us within one month from the agreed due date for payment. If the complaint is not received within this time, you lose the right to dispute our Fees, unless the error(s) is caused by our gross negligence or wilful misconduct.
15.10 We may receive amounts due to you from Other Financial Institutions at different times. Regardless of anything to the contrary herein, we are not obliged to make any payments to you if we have not received the corresponding payment from the Other Financial Institution. Furthermore, we are not obliged to pay to you more than we have received from the Other Financial Institution for the respective Acquiring Services which were provided to you.
15.11 If we receive a partial or reduced payment from the Other Financial Institution, the payment to you shall be reduced accordingly.
15.12 In the event we make any payment to you before receiving full payment from the Other Financial Institution, we reserve the right to reclaim or deduct the payment from you in the event the Other Financial Institution does not transfer said full payment to us in due time.
15.13 The Acquiring Institutions disclaim their payment liability for transactions that they have failed to collect from, or have refunded to, the Customers, and we have no payment obligations towards you where they take such action.
15.14 If you have received a payment to which you have no legal claim, regardless of whether such error is attributable to us, this amount must be returned to us immediately. If we discover that you have been charged a lower amount of Fees than should have been charged for the Merchant Services, or that we have failed to charge one or more Fees, this shall not amount to a waiver and we shall retain the right to charge you the appropriate amount.
16. REFUNDS
16.1 You shall maintain, and disclose to Customers at the time of purchase, a fair policy for the return of goods and/or cancellation of services. You shall not give a cash refund to a Cardholder for a payment made using a Card, unless required by relevant law, nor accept cash or other compensation for making a refund to a Card.
16.2 A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. You must ensure the amount of any Refund does not exceed the amount of the initiating Transaction. You are solely liable for any misuse of facility or any Service to process Refunds, including where there is no originating Transaction.
16.3 We may refuse to execute a Refund if it does not meet the conditions in the Specific Terms or is prohibited by relevant law. If we do refuse to execute a Refund, within the time for processing the Refund, we will notify you of the refusal and reasons for such refusal, unless it is prohibited by relevant law. Any payment order that we refuse will be deemed not to have been received for the purposes of execution time and liability for non-execution or defective execution.
16.4 Where we execute a Refund in accordance with details provided by you, the Refund will be deemed to have been correctly executed. Where the information provided by you is incorrect, we are not liable for the non- execution or defective execution of the Refund. In such instances, we will make reasonable efforts to recover the funds involved in such Refund.
16.5 You must process a reversal or an adjustment if a Transaction receipt was processed in error within 14 days.
16.6 Where the Cardholder’s Authorisation did not specify the exact amount of the payment Transaction when the Authorisation was made (typically known as ‘pull’ Transactions) and the amount of the Transaction exceeded the amount the Cardholder could reasonably have expected taking into account his/her previous spending pattern, the conditions in his or her agreement with you and other relevant circumstances of the case (but not fluctuations in the rates of exchange), then, provided the Cardholder asks for a Refund within eight (8) weeks from the debit date to the Cardholder’s account, we will Refund the Cardholder’s account with the full amount of the Transaction by debiting you. At our request, you shall provide factual elements related to the conditions of the Cardholder’s agreement with you.
17. CHARGEBACKS
17.1 We have the right to debit you or to otherwise recover from you by any means the amount of a Chargeback. Our right to do this is not affected by any arrangement entered into between you and the Cardholder.
17.2 Subject to the Card Network rules, neither us nor any Other Financial Institution shall be obliged to investigate the validity of any Chargebacks. You acknowledge and agree that any decision or determination of the relevant Card Network as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.
17.3 As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you agree that, notwithstanding any termination of the Specific Terms for whatever reason, we shall remain, entitled to recover Chargebacks and Chargeback costs from you (and, where relevant, from any person who has provided us with a guarantee or security under the Specific Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Specific Terms.
18. SETTLEMENT ACCOUNT AND SETTLEMENT
18.1 You shall open and maintain in your name a Settlement Account throughout the term of the Specific Terms and for such period as may be required thereafter for the purposes of any applicable provisions of the Specific Terms.
18.2 We have a right to take payment, by way of a direct debit, at our sole and absolute discretion, of all sums that become due and payable under or in connection with the Specific Terms, in accordance with the terms of the direct debit instruction maintained between you and us. You shall ensure that Settlement Account shall at all times have sufficient balance to cover the expenses which are due to us. Prior to the execution of direct debit, we shall inform you regarding the sums which will be debited.
18.3 You shall notify us in writing in advance of any changes in respect of the Settlement Account. If any changes are made to the Settlement Account beyond the reasonable control of you, you shall immediately notify us of such change and set out the reasons upon obtaining knowledge about such change.
18.4 Any payments made, in accordance with the instructions of you, by us to a Settlement Account in the name of a person other than you will constitute good receipt by you of the funds due and owed by us to you in accordance with the Specific Terms.
19. SET-OFF
19.1 You hereby irrevocably authorise us, from time to time without notice and both before and after demand, to set off by whatever means the whole or any part of your liabilities to us under the Agreement, the Specific Terms or any other agreement, against any payment due to you or against any sums (whether or not related to the Transaction that gave rise to the liability) held by us or owed to you under the Specific Terms or any account referred to in Clause 20. Any credit balance held with us and/or any Other Financial Institution will not be repayable, or capable of being disposed of, charged or dealt with until such liabilities of you to us and any Other Financial Institution have been met.
19.2 You are not entitled to any form of set-off in respect of any of our or Other Financial Institution’s liabilities under the Specific Terms or any other agreement against any amounts due to us or any Other Financial Institution from you.
19.3 Any exercise of our rights under this Clause shall be without prejudice and in addition to any other rights or remedies available to us under the Specific Terms or otherwise.
20. MINIMUM BALANCE REQUIREMENT
20.1 Where we assess, in our absolute discretion, acting reasonably, that you present a credit risk in relation to the liabilities you owe to us or a third party (including any Fee and/or Chargebacks), we have the right to require that you to establish a Novatum Payment Account and maintain a minimum balance within that Novatum Payment Account for such period as we consider reasonable.
20.2 We may set the level of minimum deposit that must be maintained according to our assessment of your current and estimated future liabilities to us and third parties. We have the right to adjust the minimum balance in our discretion from time-to-time to bring it in line with any revised assessments.
20.3 The minimum balance may be used for the purposes of setting off your liabilities as specified in clause 19.
20.4 If at any point the balance of the Novatum Payment Account falls below the minimum balance, you must immediately deposit such additional funds so as to restore it to its minimum balance.
20.5 After termination of the Merchant Services or after processing of Transactions is stopped, the minimum balance shall be released to you in six equal monthly instalments
21. INDEMNITY
21.1 You will indemnify and hold us harmless and indemnified from, against and in respect of all and any losses in relation to any claims and any other legal actions brought against us by a Cardholder, Card Network, Other Financial Institution, Issuing Institution, regulatory authority or any other third party, to the extent such claims arise out of or in consequence of or in connection with:
21.1.1. Any Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Chargeback (including any activity which would otherwise constitute a Transaction, Refund, or Chargeback);
21.1.2. any breach of the requirements or failure by you to comply with:
(a) the requirements of Card Networks;
(b) the Card Network rules;
(c) a regulatory authority; or
(d) relevant law, and any reasonable steps taken in the protection of us interests in connection with any such breaches;
21.1.3. any security breach compromise or theft of data held by or on behalf of you, or any other security breach relating to any data regardless of whether you adhered to the PCI SSC Standards and any reasonable steps taken in the protection of our interests in connection with such breach;
21.1.4. the enforcement or attempted enforcement of the Specific Terms;
21.1.5. any reasonable steps taken in the protection of interests of us in connection with any allegation of fraud made in relation to you.
21.2 We shall indemnify and hold you indemnified from and against any losses in relation to any claims brought against you by a third party, to the extent such claims arise out of or in connection with any actual security breach or security breach reported to you by a Card Network, Acquirer, Other Financial Institution, Issuing Institution or us relating to data which is directly attributable to our failure to comply with any PCI SSC Standards or to negligence (but not including any claims made by a regulatory authority), and any reasonable steps taken in the protection of interests of you in connection with such breach.
21.3 All of the provisions contained in this Clause are in addition to those outlined under the Specific Terms and the Agreement and in no way do limit the scope of indemnification in other places of the Specific Terms and the Agreement.
22. TERMINATION
22.1 Without prejudice to the foregoing or any other termination rights we have under the Agreement, we reserve the right to exercise immediate termination of the Merchant Services:
22.1.1. In the event of termination by the Other Financial Institution of relationship with you;
22.1.2. In the event of material changes in your business line(s) or practices;
22.1.3. In the event of unauthorised changes to Settlement Account details;
22.1.4. In the event of no Transactions being processed for a period of at least 60 calendar days;
22.1.5. If your aggregate value of your refused Transactions in any given month is equal to or exceeds, for any reason whatsoever, five per cent (5%) of your aggregate Transaction amounts, or such other percentage as we shall from time to time notify to you;
22.1.6. If you exceed the per month monthly chargeback to Transaction rate which we notify you of from time to time;
22.1.7. If you are in any way, or are found to be, treating Cardholders unequally;
22.1.8. If you are in any way, or are found to be, offering poor quality goods/services;
22.1.9. If you violate the terms and conditions of the Specific Terms, including (without limitation), failure to pay to us any Fees, charges, and/or amounts due under the Specific Terms;
22.1.10. If any event or a series of events occur, which in our sole and absolute discretion may affect your ability or willingness to comply with any of his obligations under the Specific Terms or may damage our reputation or that of any Card Network;
22.1.11. If you prejudice in any way our rights in terms of the Specific Terms to debit your account with any sums/payments due by you;
22.1.12. If original or certified or apostilled documents are requested from you and such documents are not received at our registered address within thirty (30) days from the date of contract. In this instance, we reserve the right to freeze funds and/or withhold any payments due to you as per the Specific Terms;
22.1.13. If you were placed into an Internal Program and you do not comply with the requirements of the said program;
22.1.14. For any reason valid at law.
22.2 Termination of the Specific Terms will not affect the liability of any of the parties towards the other party, existing at such date of termination, including but not limited to, any liability on your part in respect of Chargebacks which are notified to us at any time after the Agreement has ended.
22.3 If the Specific Terms is terminated by us for cause, you may be listed on the Visa Merchant Alert Service and/or MasterCard Alert to Control High-risk Merchants (hereinafter “Databases”). The Visa Merchant Alert Services and MasterCard Alert to Control High-risk Merchants are terminated merchant databases. You have the right to request access to, and rectification of, the personal data concerning you, which is held on the Database.
22.4 Queries or complaints regarding the inclusion of your data in the Databases should be discussed with our personnel. If you are not satisfied with the reply or no agreement has been reached with us, you may lodge a complaint with the Information Commissioner’s Office.
22.5 If the Specific Terms ends, you must promptly return to us all equipment and materials supplied by us and must pay us immediately all and any amounts due under the Specific Terms.
22.6 Following the termination of Specific Terms, we reserve the right to hold all funds belonging to you that are in our possession for days (hereinafter ‘Chargeback Period’). Payment to you of funds so held shall be released to you at the expiration of the month in which the Chargeback Period expires plus five (5) Business Days.
22.7 We reserve the right to use the funds withheld under clause 22.6 to pay Chargebacks, other Fees, and/or any payment of fines that may be imposed by any regulatory authority or Card Networks against you, us, or Other Financial Institution due to an act or omission of you and to set-off any Fees and/or reimbursements payable and due to it in terms of the Specific Terms from funds held by it for the benefit of you, even if you declares bankruptcy or insolvency and to retain said frozen funds for a period of hundred and eighty (180) calendar days after the termination of the Agreement and this notwithstanding PSRs.
22.8 Clauses 22.6 and 22.7 shall survive termination of the Specific Terms and the Agreement.