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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:
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Affiliate | Any organisation that directly or indirectly:
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.
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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:
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:
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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:
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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:
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Online Outlet | Your website and any other online site or app that:
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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:
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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.
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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:
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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. |