MERCHANT GLOSSARY

The definitions provided in this glossary section of the agreement shall apply to and govern the interpretation of the terms used in schedules 1-9, unless otherwise expressly stated in those schedules.

Acquirers	Means the relevant acquirer and (where the context shall permit or require) us in our capacity as a provider of the DNAP acquiring services.
Acquiring Services	The services that we and any relevant acquirer provide to enable you to accept, perform and process transactions.
Additional Services	Extra services we provide in connection with the agreement, including payment facilitating services. Any additional services we provide will be shown in your merchant application form.
Adequacy regulations	A legal document that says the United Kingdom recognises that the laws of another country or territory provide a similar amount of protection of personal data as the laws of the United Kingdom.
Agreement	The up-to-date agreement between us, you and the relevant acquirer. It is a legal contract for the acquiring services and any additional services and is made up of your merchant application form and the merchant conditions set out in schedules 1 to 8.
Aggregator Model	This means that you must not: Enable other sellers to take different payment methods through you without entering into a merchant agreement themselves, as you would handle the online payment systems and process all online transactions; or Partner with other sellers, as part of a network of businesses that share the same target market, to market their products through your online outlets.
Affiliate	Any organisation that directly or indirectly: controls you; or is controlled by you. For the purpose of this definition, ‘control’ means the power to direct or decide on the management and policies of the other organisation, whether under a contract, by owning shares or otherwise
API	This stands for ‘application form programming interface’. It is a set of routines, procedures and tools we have developed to provide some or all the services to you through a secure internet connection between your system and our system.
Applicable Laws	Means (including, but not limited to) all applicable laws, treaties, regulations, and conventions and all applicable rules, regulations, codes of practice and requirements that apply to any matter relating to the Agreement. of any Regulatory Bodies (including the Payment Scheme Rules, the PCI DSS and the FCA Rules) in any jurisdiction to which that party is subject, in each case for the time being in force (and including, for the avoidance of doubt, anti-money laundering, anti-terrorism, anti-tax evasion, tax and consumer protection laws, the Data Protection Legislation, the Payment Services Directive (2015/2366/EU), the PSR and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
Approved Payment Method	A method that you use to accept payments (including transactions carried out using a card or card details, bank transfers and direct debits), as approved by us or the relevant acquirer (as appropriate) in writing.
Authorisation	Confirmation from the card issuer (directly or indirectly) that the relevant card can be used for the transaction.
axept® platform	A cloud-based technology which provides internet access to services on servers located at remote data centres, rather than your own servers. The platform validates transaction requests received. It manages the authorisation process for transactions, including generating a response back to the originator of the transaction.
axept® services	The subscribed services and associated support services, which may include the following. The axept® software The axept® platform The axept® control centre (the online support, management, and reporting tool we provide to enable you to report transactions and manage payments.
axept® software	The software we provide for payment terminals, which manages the entire payment process, including capturing payment and customer details, validating PINs, transmitting authorisation requests to, and receiving responses from, the axept® platform, and printing transaction receipts.
Blended Rate	This means that the MSC is a fixed percentage of the transaction value that you pay to us for our acquiring services. If the blended rate pricing option is chosen, the MSC will also cover interchange fees and scheme fees.
Business Day	A day other than Saturdays, Sundays and bank holidays in the UK.
Card	Any valid payment card issued by a card issuer.
Card Issuer	A financial institution which issues cards under the authority of the relevant payment scheme.
Card Transaction	Means transactions utilising or involving a card.
Cardholder	Means a person who or which is the authorised user of a card.
Card-not-Present Transaction	Means a telephone order, mail order, ecommerce transaction or any other card payment conducted at any online outlet or where neither the card nor the cardholder is present at the relevant retail outlet
Chargeback	This is where a transaction carried out using a card or card details is reversed by the card issuer after the cardholder disputes that transaction.
Clear	Means the transfer of funds to your account from us for the amount due in respect of a pay-by-bank app transaction.
Collateral	Means the security deposit and/or the rolling reserve (as the context shall permit or require).
Commencement Date	This is the date that: We receive your merchant application form; or You otherwise agree to your merchant application form. Whichever is earlier.
Confidential Information	Means any private or sensitive data in any form that's related to the agreement, including (but not limited to) things like secret knowledge, financial details, technical info, or strategic plans. It covers information directly received, as well as anything created based on that info. It also includes anything both parties agree is confidential or is marked as such. However, it doesn't include info that's already known, not from breaking confidentiality promises, or info that becomes public without breaking this agreement.
Credit	Any credit you make to a customer’s account by way of refund or for the resolution of a dispute or complaint with a customer;
Credit Voucher	A document issued for the purpose of recording a credit, in the form provided or approved by us from time to time
Customer	Someone who uses a card or approved payment method to make a transaction that we process as part of the services we provide to you under this agreement.
Customer Account	Means an account which a customer has registered to use on your platform in order to purchase goods and services from you.
Data	Means documents, data, and records of any kind relating to transactions (including data relating to cards and personal data relating to customers).
Data Controller	A person or body which decides how and why personal data is collected, used and stored.
Data Processor	A person or other body which collects, uses and stores personal data on behalf of the data controller
Data Protection Impact Assessment	An assessment to help identify and minimise potential risks to personal data. It involves assessing the effect that certain activities or projects may have on privacy and introducing measures to protect personal data and minimise risks to privacy
Data Protection Laws	Means any applicable laws relating to the protection of personal data and privacy in force from time to time, including: the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
Data Subject	A person whose personal data we are collecting, using, and storing under the agreement.
Data Subject Request	A request to exercise any rights under data protection laws
DNAP Group Company	Any subsidiary (any company controlled by another company) or holding company (a company that control and owns other companies but doesn’t provide services itself) of ours, and any subsidiary of a holding company of ours.
DNAP Services	The acquiring services and additional services (if any) we provide, and any other services we provide in connection with the agreement.
Documentation	Means any descriptions, instructions, manuals, literature, technical details, or other related materials supplied in connection with the payment terminal;
Effective Date	Means the date on which DNAP notifies the merchant in writing that the merchant has been approved for the services (or, if applicable, such later date as is specified by DNAP in such notification as being the date on which the services are to commence).
EPOS	Means the electronic point of sale (EPOS) system, whether a terminal or any other hardware device provided by DNAP, in accordance with the Agreement, where applicable, as more particularly defined in the merchant application form and which shall include such operating system and other software installed into such EPOS by the manufacturer or by DNAP.
FCA	Means the UK Financial Conduct Authority (and its successors from time to time).
FCA Rules	Means the applicable rules contained in the FCA Handbook of rules and guidance and any other applicable rules or guidance issued from time to time by the FCA.
Fees	Means all transaction fee and non-transaction fee, as set out in the merchant application form, and all other charges, sums or amounts payable by the merchant in accordance with the provisions of the agreement.
Fines	Any fine, charge, fee, cost, expense or other liability or amount which: We, the relevant acquirer, a payment scheme, a card issuer or a regulatory body requires you, us or the relevant acquirer to pay; Is recovered from you, us or the relevant acquirer by a payment scheme, card issuer, regulatory body, you or us; and Relates to any aspect of the acquiring services, any additional services or any other service we provide in connection with the agreement.
Floor limit	For a single card transaction or series of connected card transactions, the value that can be accepted without needing to get authorisation.
Gateway Fees	Means (where applicable) the fees payable by the merchant to DNAP for the provision of the gateway services, as set out in the merchant application form (or as may be increased from time to time pursuant to clause 24 of schedule 2).
Gateway Services	Technical services which support the processing of authorisations and transmit data between you and the cardholder or between you and the relevant acquirer, to enable transactions to be carried out over the internet.
Gateway Software	All software and associated items relating to the gateway services, including any update.
Goods	Means payment terminals and related accessories, spare parts and documentation and other physical material set out in the merchant application form or in order and to be supplied by us to you in accordance with the agreement.
IDTA	Means the UK International Data Transfer Agreement and addendum effective as of 21 March 2022 as a transfer tool to comply with Article 46 of the UK GDPR when making restricted transfers, or any update which amends, replaces, or supersedes these.
Indemnified Parties	Means us (any of our subsidiaries or holding companies), the relevant acquirers, the payment schemes, and the card issuers.
Intellectual Property Rights	A person’s or organisation’s legal rights and interest in things they have created or had created for them (but not limited to inventions, designs, programs, logos, service marks, brand, product and business names, materials, databases, know-how, items that have patents, trademarks or copyright, and any other similar unique thing).
Interchange Fee	A fee that we or the relevant acquirer pays to the card issuer each time a card is used to buy goods or services.
Losses	Means any actions, claims, damages, demands, expenses (including legal fees and court fees), losses, and liabilities made against, suffered, incurred, or paid by the indemnified parties.
Mail Order/Telephone Order Transaction (or MO/TO Transaction)	Means, for mail order, a sale transaction that occurs when the cardholder makes a purchase from a merchant by mail and, for telephone order, means a sale transaction that occurs when the cardholder uses a telephone to make a purchase from a merchant.
Merchant	Means the person’s name in the merchant application form – you.
Merchant Application Form	Means the merchant application form, incorporated into the agreement and forming an integral part thereof, which is submitted to us (including via online means) by or on behalf of you in respect of your merchant application form for the services
Merchant Bank Account	Means the bank account provided by you for the purpose of receiving payments from us and making payments to us in connection with the agreement, as set out in the merchant application form or such other bank account as may be agreed by DNAP from time to time.
Merchant Button	Means the code and design of the pay-by-bank app checkout options that are offered to customers on a merchant website or merchant application form to initiate a transaction. The merchant button code and design must comply with the documentation requirements.
Merchant Service Charge	Means the charge consisting of the interchange fees plus scheme fees plus processing fees payable by the merchant to DNAP for providing acquiring services
Merchant Conditions	The conditions set out in schedules 1 to 9.
Merchant Liabilities	All amounts you owe to us, a DNAP Group Company, the relevant acquirer or another acquirer or the payment schemes in connection with the agreement or any other agreement, including any unpaid fees, chargebacks, refunds or other amounts you owe under the agreement.
Merchant Site	This refers to merchant affiliates who are mentioned in the merchant application form or those that DNAP agrees in writing can get the services.
Minimum Term	Means the minimum duration for the provision of the axept® services or acquiring services with effect from the effective date, as specified on the merchant application form or the order as the case may be.
MIT Mandate	Means the mandate that is set up between a customer and you which allows you to collect MIT Transactions from their linked customer account.
MIT Transaction	Means a transaction type where you have set up a merchant initiated transaction (MIT) mandate with the customer which authorises you to collect payments from the customer.
Network	Means the Public Switched Telephone Network (PSTN,) Broadband, or mobile telephone network upon which axept® services will operate.
Nominated Account	Your bank account that you have nominated to receive payments from us, and make payments to us, in connection with the agreement, as set out in the merchant application form or agreed with us from time to time.
Non-Transaction Fee	Any fees or charges listed in your merchant application form, other than: The interchange fee and scheme fees; The processing fee (our costs of providing the acquiring services), as set out in your merchant application form or increased by us under clause 24); and Fees for getting authorisation from the card issuer.
Online Outlet	Your website and any other online site or app that: You use to sell goods and services in the permitted country (as set out in the ‘commercial terms’ table in your merchant application form or agreed by us from time to time); and Allows payments to be made using an approved payment method.
Operator	Means Vocalink Limited, a company registered in England and Wales (registered number 06119048) with its registered office at 1, Angel Lane, London, EC4R 3AB or any other company which we shall notify you from time to time.
Optomany	A DNAP Group Company. Means Optomany Limited, a company incorporated in England and Wales whose registered number is 08541806 and whose registered office is at 10 Lower Grosvenor Place, London SW1W 0EN. Optomany is a DNAP group company, meaning that DNAP can act on Optomany’s behalf.
Order (Order Form)	Means the electric of physical form (including its schedules, annexes or appendices) ordering axept® Services from Optomany AND / OR the Goods from us, incorporating these Merchant Conditions.
Pay by Bank app or PBBA	Means the mobile payments network that utilises Zapp functionality to provide financial payment, transaction processing and authorising services that are made available by the operator to you (through various channels including M-COMM, E-COMM and SMB F2F) in accordance with the documentation using Zapp functionality. Such term may also be used to describe the action of making a payment through the network;
Payment Scheme	An organisation which regulates, governs, oversees, provides or supports an Approved Payment Method. The Payment Schemes include Visa, MasterCard, Diners Club International, American Express, Klarna, Giropay and iDEAL.
Payment Scheme Rules	Means all applicable rules, by-laws, regulations and operating guidelines issued by the payment relating to the services, cards, transactions, payment methods and any payments or processing of data.
Payment Terminal	Means such point of sale (PoS) card payment terminal (or other devices), including EPoS, which is specified in the merchant application form and which is to be used for processing transactions.
Payment System	Equipment, software, technical standards and procedures you (and your personnel or other authorised third parties) use for transactions under the agreement.
PCI DSS	Means the Payment Card Industry Data Security Standards. A set of security standards designed to ensure that companies that accept, process, store or transmit credit Card information maintain a secure environment.
Personal Data	Information about an individual whose identity is known or could be figured out.
Personal Data Breach	An incident that leads to the accidental or unlawful destruction, loss or alteration of, or unauthorised release of or access to, personal data.
Personnel	Employees, officers, agents, contractors, consultants, advisers and representatives.
Portal	Your online portal which is provided by us (or on our behalf) for you to use to receive the acquiring services and any additional services we provide to you.
Privacy Policy	Means DNAP’s privacy policy which can be accessed via this link (and may be updated from time to time).
Procedure Guide	Any procedure guide or other instructions we or the relevant acquirer gives you in connection with the acquiring services and any additional services we provide in connection with the agreement.
Processing Fees	Means the costs we incur (other than interchange fees and scheme fees) to provide acquiring services, plus the acquirer’s margin, as set out in the merchant application form (or as may be increased from time to time)
PSR	Payment Services Regulations 2017.
RA Services	The acquiring services provided by the relevant acquirer.
Recurring Sales Transaction	Means a repetitive periodic transaction agreed in writing and in advance between you and the cardholder for which you debit the cardholder’s card (such as subscriptions, payment of insurance premiums by instalments)
Refund	A refund of all or part of the value of a transaction. The refund would be credited to the customer’s card account.
Regulatory Body	Including, but not limited to, the Financial Conduct Authority (FCA), the Payment Schemes, the European Payments Council, the European Commission, the European Central Bank, and any lawful banking or clearing system, as appropriate to the circumstances.
Relevant Acquirer	Any organisation (or organisations) named as an acquirer in your merchant application form (or as we specify from time to time) that provides the acquiring services under the agreement. (note: acquirers are financial institutions that process transactions carried out using a card or card details.)
Remote Card Transaction	A card transaction carried out through an online outlet or otherwise where the card is not used in person by a customer in a retail outlet
Reserve Account	The account, controlled by us or the relevant acquirer (as appropriate), that any security deposit or rolling reserve is paid into.
Retail Outlet	The premises in the permitted country (as set out in the ‘commercial terms’ table in your merchant application form or agreed by us from time to time) where you sell goods and services to customers who are there in person.
Rolling Reserve	An amount we withhold to guarantee payment of the merchant liabilities.
Sale Items	The goods and services paid for by an approved payment method.
Sales Draft	The record of a sale of goods or services paid for by an approved payment method, which will be in a form provided or approved by us from time to time.
Scheme Fees	Fees we, the relevant acquirer and card issuers pay to the payment schemes.
Security Deposit	An amount you pay to us to guarantee payment of the merchant liabilities.
Services	The DNAP services, ra services and any other services provided by us or the relevant acquirer (as appropriate) in connection with the agreement.
Settlement	The amount due to you for transactions which we receive from the payment schemes (directly or through the relevant acquirer), where applicable, less any refunds, chargebacks, transaction fees or other deductions allowed under the agreement.
Software	Means the collective set of programs and data developed and/or operated by or on behalf of us and provided to you so that you can receive the relevant services.
Stop List	A stop list is: a list we provide containing details of lost, stolen, blocked and cancelled cards; any other communication or advice provided by us (or on our behalf) indicating that a card is lost, stolen, blocked, cancelled or otherwise invalid; or any notice that a card should not be accepted for any transaction
Specification	Means the description, or documentation provided for the payment terminals and their packaging set out or referred to in the schedule 9.
Standard Contractual Clauses	Means the standard contractual clauses for the transfer of Personal Data to Processors established in third countries, as approved by the European Commission in Decision 2010/87/EU, or any set of clauses approved by the European Commission which amends, replaces or supersedes these.
Sub-processor	Any data processor we appoint to process personal data on your behalf. This will be the relevant acquirer, or a person or organisation specified by us from time to time.
Supervisory Authority	The regulatory authority responsible for enforcing data-protection legislation.
Terminal Receipt	A receipt printed for each transaction carried out through electronic ‘point of sale’ equipment, whether this is a card machine, or any other device provided by us under the agreement.
Trading Limit	The total value of transactions that can be carried out in a specified period
Transaction	Transactions are any of the following, as appropriate. A customer using a card or card details to: Make a payment; Get cash; or Transfer funds to another card or account. A payment made using an approved payment method. Any other transaction or associated activity involving a card, including authorisations, refunds and chargebacks. Rejecting an attempted transaction.
Transaction Data	Information and data relating to a transaction (including any associated document relating to the transaction), which you must provide to us in line with clause 8 of schedule 2.
Transaction Fee	The transaction fee is made up of: The interchange fee and scheme fees; The processing fee (our costs of proving the acquiring services) as set out in your merchant application form or increased by us under clause 24 of schedule 2; Fees charged for authorisations; and Any other fees which we may specify as a transaction fee at any time.
Virtual Terminal (VT)	An online device used to collect card details for transactions where the card is not used by a customer in person.
VT services	Providing you with a virtual terminal, through the internet, to enable you to process transactions.
Zash App	An Android-based app for functions that include processing orders and accepting payments using a mobile device such as a mobile phone or tablet.
Zapp Data	Mean all information and data generated by or provided to the operator in relation to pay-by-bank app and ZAPP, including all pay-by-bank app transaction data
Zash Materials	Any materials and documents associated with the Zash App and the Zash Solution, whether printed, online or electronic.
Zash Solution	Zash portals, including the DNA Payments Control Centre, Zash web portals, PAXStore, ODIN and the merchant online portal provided by us (or on our behalf) for you to use to receive the acquiring services, and any new or amended portals that replace them.