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In case any of the bold terms are unfamiliar to you, a comprehensive glossary is available for reference here. The glossary provides explanations and definitions for better understanding of the terms used throughout the schedules.
1. THE SERVICES
1.1. We enter into the agreement for ourselves and also on behalf of the relevant acquirer. The relevant acquirer (not us) will be liable to you for any matter arising from or in connection with the acquiring services they provide.
1.2. When the acquiring services are provided by relevant acquirers, we will do the following:
1.2.1. Process the transaction data you provide to us.
1.2.2. Forward the transaction data to the relevant acquirer on your behalf.
1.2.3. Pay the settlement to you in line with the terms of the agreement.
1.2.4. Be your first point of contact for any queries about the acquiring services and the agreement, including:
1.2.4.1. any general queries relating to transactions, settlement or other payments to you;
1.2.4.2. any technical support you need in connection with the acquiring services; and
1.2.4.3. any queries or technical support relating to the approved payment methods.
1.3. The acquiring services relate only to transactions performed:
1.3.1. in the permitted countries and in the currencies set out in the ‘Commercial terms’ table in your merchant application form (or as we may tell you from time to time); and
1.3.2. using an approved payment method and payment system authorised by us or the relevant acquirer from time to time.
1.4. We will give at least 30 days’ written notice of any withdrawn or discontinued:
1.4.1. card type or approved payment method;
1.4.2. currency; or
1.4.3. permitted country;
unless it is not reasonably possible to give such notice due to the cause of the relevant decision. We will do our best to offer you an alternative for any discontinued approved payment method.
2. GENERAL OBLIGATIONS
2.1. You agree to accept payments made:
2.1.1.by an approved payment method;
2.1.2. in the currency or currencies set out in the ‘Commercial terms’ table in your merchant application form (or as we may tell you from time to time);
2.1.3. at any of your online outlets and retail outlets; and
2.1.4. for any of the goods or services you sell to customers generally.
2.2. You must tell all your customers, in a clear and unambiguous way, which cards and approved payment methods you accept. This information must be prominently displayed, together with the payment scheme’s logos, trademarks, symbols (and so-on), at each retail outlet (both at the entrance and at the till) and on each online outlet.
2.3. You must do the following:
2.3.1. Display our logo and other promotional or advertising materials we provide:
2.3.1.1. in a prominent place in or outside each retail outlet and on each online outlet; and
2.3.1.2. in a way we specify from time to time.
2.3.2. Only accept payments or process refunds for goods and services that:
2.3.2.1. you have supplied to the relevant customer;
2.3.2.2. are commonly sold within your business (as identified in your merchant application form or as approved by us from time to time); and
2.3.2.3. the customer would reasonably expect to receive.
2.3.3. Make sure that customers are told the exact amount of their card transactions at the time they make them.
2.3.4. Supply all goods and services paid for by an approved payment method in keeping with all applicable laws.
2.3.5. Tell us immediately, in writing, if you become aware of any unauthorised or incorrect transaction.
2.4. You must make sure that all online outlets clearly and prominently display all information you must provide under the payment scheme rules, including the following:
2.4.1. All necessary details relating to you and the online outlet.
2.4.2. The address cardholders can write to.
2.4.3. The address from which eCommerce transactions (transactions carried out over the internet using a point-of-sale terminal, card reader, personal computer or other electronic device) are carried out.
2.4.4. A privacy policy meeting the requirements of up-to-date applicable laws relating to privacy and protecting personal data, including:
2.4.4.1. the UK GDPR;
2.4.4.2. the Data Protection Act 2018; and
2.4.4.3. the Privacy and Electronic Communications Regulations 2003.
2.4.5.A description of your security measures, including relevant procedures and policies, for keeping payment equipment, software and transactions, safe and secure.
2.4.6. A description of how you transmit card details.
2.4.7. The payment scheme’s logos, trademarks, symbols (and so-on).
2.4.8. A complete description of the relevant goods or services.
2.4.9. A returns and refund policy.
2.4.10. Contact details for customer services, including an email address and phone number.
2.4.11. The currency that transactions will be made in.
2.4.12. Any export restrictions that will apply to the goods or services.
2.4.13. Policies on the delivery of goods (including split shipments, where appropriate).
2.5. You must not do any of the following (or claim that you are entitled to do any of the following):
2.5.1. Apply any surcharge, or other extra fee or charge of any kind, for payments made by card, or for any particular type of card or approved payment method. (This condition does not prevent you from applying any booking or handling fee which does not differentiate between customers based on how they choose to pay.)
2.5.2. Remove or otherwise reduce or restrict any discount or benefit for customers paying by card or using any particular type of card or approved payment method, or insist upon a customer entering into any special agreement, accepting any special condition or providing any security in connection with them using a card or approved payment method.
2.5.3. Pay out funds in the form of traveller’s cheques to be used to buy goods or services from you.
2.5.4. Accept a transaction that does not result from an undertaking between you and a customer.
2.5.5. Accept payments from customers for collecting or refinancing an existing debt (including a cheque that has not been honoured).
2.5.6. Use a customer’s account number for any purpose other than as payment for goods or services.
2.5.7. Add any tax to transactions, except as required under any applicable laws, or collect any tax amount due on a transaction separately from the transaction amount.
2.5.8. Split a single transaction into two or more separate transactions.
2.5.9. Ask a customer to provide card details or account details in writing (including by email), or write down a customer’s card details or account details, except as allowed under clause 4 for remote card transactions.
2.5.10. Accept payment with a card that has expired, appears to have been altered, defaced or reprinted in any way, does not have the cardholder’s signature on it, or is listed on a stop list.
2.6. Without affecting clause 2.5.1 above, you must tell the customer about any charge you make or reduction you offer for using a card or approved payment method, or the basis for working out any such charge or reduction, before you process the relevant transaction.
2.7. You must follow the point-of-sale procedures specified in the merchant conditions, any procedure guide and any instructions we or the relevant acquirer provide in connection with transactions or approved payment methods.
2.8. You must never store the following:
2.8.1. Any security details (including any PIN number or security number) contained in the magnetic strip, chip or other electronic component of the card or printed in or next to the signature panel on the card.
2.8.2. The full contents of any track (a line of encoded data) from the magnetic strip of a card.
2.8.3. Any other information which we, the relevant acquirer or a payment scheme states must not be stored.
2.9. If you process a transaction electronically (other than in the case of a remote card transaction), you must do the following:
2.9.1. Make sure that the total amount of the transaction (and any further information we reasonably ask for) are shown on the terminal receipt.
2.9.2. Make sure that, except for contactless payments, you only accept card payments made using ‘chip and PIN’, and that the cardholder enters the correct PIN. However, if the approved payment method or payment scheme does not allow the use of chip and PIN cards, you must instead process the payment using the magnetic strip on the card, make sure the cardholder signs the terminal receipt, and make sure that the signature is a close match to the one on the card.
2.9.3. Give the customer one copy of the terminal receipt when the transaction has been completed.
2.10. If you accept any contactless payment which is more than the limit the relevant payment scheme has set for contactless payments, you will be liable for (and will not hold us, the relevant acquirer, the payment schemes, and the card issuers liable for) any losses, claims, damages, expenses (including legal fees and court fees) and other liabilities arising directly or indirectly from or in connection with the contactless payment.
2.11. You must allow a customer to stop a transaction at any time before it completes.
2.12. It is your responsibility to prove to our satisfaction (or that of the relevant acquirer, the card issuer or the payment scheme) that a payment was authorised by the customer.
Transactions for purchases made by mail order or over the phone (mail order or telephone transactions)
2.13. You can only accept mail order or telephone transactions if your merchant application form states that you accept mail order or telephone transactions or we agreed that you can accept them.
2.14. If you are allowed to accept mail order or telephone transactions, you must keep proof that you have dispatched the goods or supplied the service, as appropriate. That proof must be stored in an accessible format for at least two years from the date of the transaction.
2.15. If you accept mail order or telephone transactions when you are not allowed to do so, you may have to pay us an additional charge for each mail order or telephone transaction.
2.16. You must not process mail order or telephone transactions until you have dispatched the ordered goods or arranged for the ordered services to be provided, except where either of the following applies:
2.16.1. Visa mail order or telephone transactions for goods may be presented before the goods are dispatched if, within seven days of the transaction, you send the cardholder written acknowledgement of the dispatch date, and that dispatch date is within 28 days from the date of the order.
2.16.2. MasterCard® mail order or telephone transactions must not be presented until after the goods have been dispatched or the services have been provided unless, at the time of the transaction, the cardholder agrees to a delayed delivery of the goods or services.
Recurring sales transactions
2.17. You can only accept recurring sales transactions if your merchant application form states that you accept them or we agreed that you can accept them. If you are allowed to accept recurring sales transactions, you must do the following:
2.17.1. Get a recurring sales transaction authority from the cardholder, in the form approved by us and setting out the amount and frequency of the recurring payment and when the authority will end.
2.17.2. Get authorisation from the card issuer for the first recurring payment.
2.17.3. Tell the cardholder:
2.17.3.1. that they can cancel their recurring sales transaction authority at any time; and
2.17.3.2. about any change to the transaction details set out in the recurring sales transaction authority at least 14 days before the change comes into effect.
2.17.4. Refuse to complete any recurring sales transaction after receiving:
2.17.4.1. a cancellation notice from the cardholder;
2.17.4.2. a notice from us that you can no longer accept recurring sales transactions; or
2.17.4.3. any notice stating that the card should not be honoured.
2.17.5. Keep the recurring sales transaction authority for 24 months after the final recurring payment is made under it.
2.17.6. Give us a copy of the recurring sales transaction authority when we ask you to.
2.17.7. Keep to any payment scheme rules requiring you to register recurring sales transactions and to other security requirements that apply to recurring sales transactions.
2.18. You agree that a cardholder can stop a payment to be made under a recurring sales transaction authority at any time up to the end of the business day before the day the payment would otherwise be taken.
3. FUTURE DELIVERY
3.1. You must not process any card transactions that relate to goods or services for future delivery, unless you have our written permission to do so. If we give our permission, you must make sure that your business is stable enough to provide the goods or services at the agreed future date.
4. REMOTE CARD TRANSACTIONS
4.1. You can only accept remote card transactions if we have agreed to this in writing. In this case, you must only use the payment system we have approved for remote card transactions.
4.2. Before you complete a remote card transaction, the cardholder must give you the following.:
4.2.1. The card number.
4.2.2. The expiry date of the card.
4.2.3. Their name and initials, as they appear on the card.
4.2.4. The address the card is registered to.
4.2.5. The address the goods paid for by an approved payment method are to be delivered to.
4.2.6. Any other information we tell you to get from time to time.
4.3. For each remote card transaction, you must do the following:
4.3.1. Clearly show on the terminal receipt that the transaction was a remote card transaction.
4.3.2. Securely dispatch the goods (unless you allow the cardholder to collect the goods if they provide satisfactory identification).
4.3.3. Not allow the goods to be collected by the cardholder (or any person or organisation acting on their behalf) unless you cancel the remote card transaction and accept a card payment made in person by the cardholder.
5. TRADING LIMIT AND FLOOR LIMIT
5.1. We may from time to time set:
5.1.1.a trading limit; and
5.1.2. a floor limit.
5.2. Unless we tell you otherwise, the floor limit will be zero (£0).
5.3. Any limit we set will come into effect as soon as we tell you it, and will continue to apply until we tell you otherwise.
5.4. You must not:
5.4.1. go over the trading limit without written approval from us; or
5.4.2. complete a card transaction (or a series of connected card transactions) with a value that is more than the floor limit without getting authorisation.
6. AUTHORISATION
6.1. You must get authorisation for each payment to be made by card, in line with the appropriate payment scheme rules. For all card transactions, the following conditions apply:
6.1.1. You must get authorisation, before the transaction completes, for:
6.1.1.1. all face-to-face transactions (other than contactless payments) where the value is above the floor limit; and
6.1.1.2. all remote card transactions.
6.1.2. You must cancel any requested authorisation if you or the cardholder decides not to proceed with the transaction.
6.1.3. You must not complete any transaction you do not get authorisation for (or where the authorisation is cancelled).
6.1.4. You must not try to get more than one authorisation for a single transaction (including where the original authorisation request was refused).
6.1.5. You must not get authorisation just to validate or register a card.
6.2. You agree the following:
6.2.1. If you want to just validate or register a card, you will follow the procedure set out in the relevant procedure guide.
6.2.2. Authorisation does not guarantee that the card transaction has been successful or that you will receive payment for the card transaction.
6.2.3. Authorisation does not prevent us, or the card issuer, payment scheme or relevant acquirer, from applying or recovering a chargeback, any fines or other amount relating to the relevant transaction.
7. REFUNDS
7.1. If you agree to (or we or the relevant acquirer instructs you to) make a refund, chargeback or other amount credited to the customer, you must not make a cash payment to the customer.
7.2. You must send us the refund information we reasonably need, in the form and time frame we specify.
8. CHARGEBACKS AND FINES
8.1. We, the relevant acquirer, the card issuer or the payment scheme may refuse to settle a card transaction, or require you to repay a card transaction that was previously authorised or settled.
8.2. A chargeback is a liability immediately due to us or the relevant acquirer. If we do not:
8.2.1. collect the full amount of the chargeback and any related costs from your nominated account; or
8.2.2. deduct the full amount of the chargeback and any related costs from the settlement due to you,
we can demand payment from you or recover the full amount of the chargeback and any related costs (or any remaining balance) from you in any other way, including from any security deposit or rolling reserve or by ‘set-off’ under clause 11 of schedule 1.
8.3. You agree the following.
8.3.1. Under the payment scheme rules and the terms of the agreement, in certain circumstances you may have to reimburse us or the relevant acquirer for chargebacks and associated costs, or we may be entitled to withhold settlement or require payment from you. Those circumstances include:
8.3.1.1. if you have accepted payment for the relevant card transaction; and
8.3.1.2. the circumstances set out in clause 8.7 below.
8.3.2. As chargebacks may arise a considerable time after the date of the relevant card transaction, we and the relevant acquirer will remain entitled to recover chargebacks and associated costs from you after the agreement ends for any reason.
8.4. All chargebacks and associated costs will correspond to:
all or some of the settlement value of the original transaction; or
an amount converted to the settlement currency at the rate of exchange we applied on the day the chargeback was processed,
as decided by us.
8.5. You agree that:
8.5.1. you will become immediately liable for any fines; and
8.5.2. we and the relevant acquirer will be entitled, at any time, to recover any fines from you in the same way as chargebacks under this clause 8.
8.6. We and the relevant acquirer do not have to investigate the validity of any chargeback, associated costs or fines. Our decision (and the decision of the relevant acquirer, card issuer or payment scheme) relating to any chargeback, associated costs and fines will be final and binding on you.
8.7. We do not have to pay the settlement or any other payment to you for a transaction if one or more of the following apply:
8.7.1. The processing or attempted processing of the transaction broke any of the merchant conditions, any procedure guide or any appropriate instructions issued by us or the relevant acquirer.
8.7.2. Any sales draft, credit voucher or other document relating to the transaction was not completed or submitted correctly in line with the relevant clauses of the merchant conditions.
8.7.3. The transaction data was not prepared or submitted correctly in line with the relevant clauses of the merchant conditions (including if it was submitted late).
8.7.4. Any signature on a sales draft or terminal receipt, or any document that the cardholder needs to sign in connection with the transaction, does not closely match that on the card.
8.7.5. The transaction is a sale transaction (that is, to pay for goods or services) and:
8.7.5.1. the goods or services have not been supplied in line with the terms agreed with the cardholder;
8.7.5.2. in the case of goods, those goods were not fit for their purpose; or
8.7.5.3. in the case of services, those services were not supplied with reasonable care and skill.
8.7.6. We do not receive payment from the relevant acquirer or card issuer because the transaction broke any applicable laws.
8.7.7. The cardholder denies having entered into or authorised the transaction.
8.7.8. In the case of a remote card transaction, the cardholder alleges that you refused their request for a credit adjustment or a credit adjustment you agreed to was not carried out.
8.7.9. In the case of a remote card transaction, any information referred to in clause 2.2 is untrue or otherwise invalid for any reason.
8.8. If we have already paid the relevant settlement or other payment to you, we can demand that you repay it or recover it from you in another way, including taking it from any security deposit or rolling reserve, or by ‘set-off’ under clause 11 of schedule 1.
9. SENDING US TRANSACTION DATA
9.1. When you send us transaction data, the following must be true:
9.1.1. All the transaction data is correct, legible, and in the form approved by us.
9.1.2. For each card transaction, the card used had not expired and was not on a stop list at the time of the transaction.
9.1.3. The value of the relevant transaction has not been altered.
9.1.4. As far as you know and believe, all the transaction data represents an unconditional liability for the customer to pay and is not disputed.
9.1.5. For each card transaction over the floor limit, you got authorisation in line with the merchant conditions and the transaction data contains the relevant authorisation code or approval code.
9.1.6. If the transaction was to buy goods or services, you supplied the goods or services, or had them supplied to the customer.
9.1.7. The transaction data was issued for an authorised transaction that meets the requirements of the merchant conditions, any procedure guide and any instructions from us or the relevant acquirer.
9.2. You must not issue or send us any sales draft, transaction data or associated information more than once for a transaction (or send duplicate copies) unless we ask you to.
9.3. If we receive any transaction data after 5pm on a business day, or on a day other than a business day, that transaction data will be considered to have been received on the next business day.
10. PAYMENT SCHEMES
10.1. The payment schemes’ logos, trademarks, symbols (and so-on) are owned by the particular payment scheme. You cannot dispute the ownership of, or claim to own, the logos, trademarks, symbols and so on for any reason.
10.2. The payment schemes can, at any time and without giving notice, ban you from using any of their logos, trademarks, symbols (and so-on).
10.3. Each payment scheme has the right to enforce any part of the payment scheme rules and to ban you from doing anything that could damage or put at risk their business (including their reputation), the integrity of the payment scheme or payment system, or their confidential information.
10.4. You must not take any action that could interfere with a payment scheme’s rights or prevent them from being exercised.
11. SECURITY DEPOSIT AND ROLLING RESERVE
11.1. We may take collateral to secure our risks against your merchant liabilities. The collateral is usually a rolling reserve or security deposit, but in exceptional circumstance we can accept letter of credit from a reputable bank.
11.2. You agree that we can deduct the rolling reserve from all settlements, at the rolling reserve rate we tell you from time to time.
11.3. We can at any time, without giving you notice, convert all or any part of the rolling reserve to a security deposit (in which case references in the merchant conditions to the security deposit will include the amount of the rolling reserve converted).
11.4. In addition to the rolling reserve, you must pay the amount of security deposit we specify from time to time. If the amount of security deposit we or the relevant acquirer holds ever falls below the amount we have specified (including when we have used all or some of the security deposit to pay any merchant liabilities), we may suspend the acquiring services (and any other services we provide in connection with the agreement) until you bring the security deposit back up to the required amount.
11.5. If at any time we have a good reason to think that there is a high risk of chargebacks, you must pay any extra security deposit we specify to cover such risk.
11.6. Any security deposit or rolling reserve will stay in the reserve account for at least 26 weeks (or longer if specified by the relevant acquirer) after the date the agreement ends or the date you last provide transaction data, whichever is later. However, you will still be liable to us for all liabilities that arise after the reserve account has closed.
11.7. We may, immediately after giving you written notice, change the rolling reserve rate or the amount of the security deposit required (or both) to take account of the nature and extent of your transactions, refunds, chargebacks and any potential risks, including fraudulent activity.
11.8. We may set, remove, or waive (choose not to require) any security deposit or rolling reserve at any time to take account of the nature and extent of your transactions, refunds, chargebacks and other potential risks, including fraudulent activity.
11.9. We do not have to give you notice before we use any of the security deposit to pay any merchant liabilities or to exercise our rights under clause 11.8 above, but we must tell you about this within a reasonable time after doing so.
11.10. We may, at any time and without giving you notice, change the terms of the reserve account or where the reserve account is held.
11.11. You specifically agree to the following:
11.11.1. Any security deposit or rolling reserve is separate from (and does not form part of) any funds belonging to you.
11.11.2. You have no legal right to or interest in the security deposit or rolling reserve.
11.11.3. You have no control over the reserve account or how any security deposit or rolling reserve is used.
11.11.4. You cannot legally transfer or grant any interest in the security deposit, rolling reserve or reserve account to anyone else.
11.11.5. If allowed by applicable laws, we may transfer any security deposit or rolling reserve we hold to the relevant acquirer.
11.12. All our rights relating to any security deposit or rolling reserve (and any associated rights the relevant acquirer, payment schemes and card issuers have to any security deposit or rolling reserve) will continue after the agreement ends for any reason.
12. PAYING THE SETTLEMENT TO YOU
12.1. We will pay the settlement to you after deducting the following:
12.1.1. The transaction fee and any other fees and charges specified in your merchant application form, if we agreed to this method of payment of Fees.
12.1.2. The rolling reserve (at the rolling reserve rate).
12.1.3. Any chargebacks, costs charged in connection with a chargeback, fines or other amounts that can be deducted as explained in clause 8.
12.1.4. Any refunds.
12.1.5. Amounts relating to any fraudulent transactions.
12.1.6. Any amounts withheld or ‘set-off’ under clause 11 of schedule 1.
12.1.7. Any other amounts that can be deducted under the agreement.
12.2. We will pay any settlement due to you into your nominated account. We will make the payment within the timescale set out in the ‘Commercial terms’ table in your merchant application form (or as specified by us from time to time).
12.3. If, under the agreement, we pay you settlements for transactions processed by the relevant acquirer, then (where allowed by applicable laws) you authorise:
12.3.1. the relevant acquirer to pay the amount of the relevant settlement to us; and
12.3.2. us to hold the settlement on trust for you.
13. DATA AND THE PCI DATA SECURITY STANDARDS
13.1. Where possible we will provide any reasonable help that you need to gather data relating to transactions, but we may charge you for doing so.
13.2. You must make sure that:
13.2.1. all data held or controlled by you or your personnel is kept secure and used only for the purposes of the agreement; and
13.2.2. all applicable laws are kept to regarding all data held or controlled by you or your personnel.
13.3. Each party (you, we and the relevant acquirer) must protect, as far as possible, the security, integrity and confidentiality of data they have on the following basis:
13.3.1. We (or the relevant acquirer) are not be responsible for protecting data you or customers provide until it has been received by us (or the relevant acquirer).
13.3.2. If you are providing data to us (or the relevant acquirer), or it is being provided to us (or the relevant acquirer) on your behalf, you accept responsibility for collecting and storing the data, and delivering it in a way and format agreed with us.
13.4. We (or the relevant acquirer) may refuse to accept data from you if any data-control requirements set out in a procedure guide or any instructions issued by us or the relevant acquirer are not met. Processing data does not prevent us (or the relevant acquirer) from requiring you to replace, delete or correct it, and you must promptly meet any such requirement.
13.5. You must keep to (and make sure your personnel keep to) the PCI Data Security Standards. The PCI Data Security Standards require you and us to, among other things, meet standards relating to protecting sensitive information relating to transactions. You must make sure that the payment system is in line with the PCI Data Security Standards. In particular, you must do the following:
13.5.1. Build and maintain a secure telephone, broadband or mobile phone network for the services specified in your merchant application form. (The system must have a secure ‘firewall’ to protect data, and you must not use factory settings for system passwords and other security measures.)
13.5.2. Transmit only encrypted data over open or public networks.
13.5.3. Use appropriate and regularly updated antivirus software, and develop and maintain secure systems and applications.
13.5.4. Have strong access-control measures in place (including restricting access to a
‘need-to-know’ basis, assigning a unique identification access code to each person with computer access, and restricting physical access to data).
13.5.5. Regularly monitor and test networks (including tracking and monitoring all access to network resources and data, and regularly testing security systems and processes).
13.5.6. Maintain an appropriate information-security policy.
13.6. You must tell us immediately if you become aware of or suspect any unauthorised access to data (that is, there has been a ‘security breach’), whether or not you met the PCI Data Security Standards. You must also immediately identify the source of the security breach, put the matter right, and take any steps that we require to prevent future security breaches, including getting (at your cost) forensic reports from third parties recommended by us.
13.7. If we identify or suspect any relevant fraudulent activity or security threats, we will alert you to these through the portal, or any other method we consider appropriate at the time. You must promptly follow our instructions, and take any action we may specify.
13.8. After the agreement ends, your obligations under this clause 13 will continue until all data obtained under the agreement has been destroyed.