Payment Services Agreement
Modisoft Merchant Services Terms
- Terms of use of the Merchant Service
1.1 Relationship to General Terms & Conditions.
These Merchant Services Terms are subject to and made a part of the General Terms & Conditions. In the event of any conflict between these Merchant Services Terms and the General Terms & Conditions, these Merchant Services Terms shall prevail.
1.2 Processor and Acquirer.
Company and Processor have entered into a separate agreement that allows Company to provide Merchant the Merchant Services. Company will provide the Merchant Services to Merchant. Acquirer is the member of the Payment Networks that sponsors Company, Processor, and Merchant’s acceptance of Payment Methods. Acquirer is responsible for providing Company (as allowed by the Network Rules) or Merchant with Settlement funds for Transactions. Merchant may be subject to separate terms and conditions between it and Processor.
1.3 Permitted Merchant Products and Services
Merchant wishes to obtain the Merchant Services of Company with respect to payments for the Merchant Products and Services. Merchant must ask for prior written approval from Company for any change or addition to the Merchant Products and Services prior to submitting payment requests therefor. Merchant is and remains responsible to ensure the Merchant Products and Services sold are compliant with the applicable Network Rules and Law. Merchant shall not use the Merchant Services for the payment of Merchant Products and Services which are prohibited by Processor. If Company in its reasonable discretion determines that there is a significant risk that the Merchant Products and Services are not, or are no longer, compliant with Law and/or are in violation of applicable Network Rules, Company has the right to terminate its Merchant Services. - Description of the Merchant Services
2.1 Payment Processing
Merchant is obliged to ensure all data that Company requests to be provided for a Transaction, including those needed for fraud checks, are provided. If the Merchant fails to provide the requested data with each Transaction, Company may be forced under the Network Rules to suspend Transaction processing and/or Transactions may be refused by Processor, the relevant Payment Networks or Acquirers. Company may revise the required data needed to process Transactions from time to time by informing Merchant as needed to be able to process such Transaction and conduct fraud checks under applicable Network Rules.
2.2 Merchant Registration and KYC Check
In order to comply with anti-terrorism, financial services and other Laws and regulations and KYC (‘Know Your Customer’) requirements imposed by the Payment Networks and Acquirers, Merchant must when entering into the Merchant Services Terms and thereafter provide certain information about itself and its activities (the “Screening Information”). Merchant warrants unconditionally that all Screening Information it provides is correct and up to date.Merchant will provide Company and Processor with at least 3 Business Days prior written notice of any change of the Screening Information. Merchant will provide such additional information and supporting documentation as Company or Processor may reasonably determine is needed to ensure compliance with Law, Network Rules, and Acquirer KYC requirements. Merchant agrees that Company and Processor may run further checks on Merchant’s identity, creditworthiness (including consulting credit reference agencies) and background by contacting and consulting relevant registries, (third party) identification verification services, government authorities and Merchant relations.Company’s acceptance of Merchant as user of the Merchant Services and the relevant Payment Methods is strictly limited to the use by Merchant of the Merchant Services for payment of Merchant Products and Services. Merchant may not use the Merchant Services to facilitate the payment for products or services sold by third parties and may not resell the Merchant Services to third parties. Merchant shall only use the Merchant Services in the pursuit of its trade, business, craft or profession.Support for each Payment Method is subject to acceptance by the relevant Payment Network or Acquirer, which such Acquirer or Payment Network may withhold or withdraw in its discretion at any time. Merchant hereby authorizes Company to submit Screening Information received from Merchant to Processor and the relevant Payment Networks and Acquirers, and for Processor also to submit such information to the relevant Network and Acquirers to obtain permission for providing access to their Payment Methods for Merchant.
2.3 Payment Method Support
Merchant understands that Acquirers and/or Payment Networks might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Company may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Payment Network. Where possible Company will use its commercially reasonable efforts to give Merchant prior notice of any such change or cancellation with respect to a Payment Method.
2.4 3D Secure
Company will as part of the Merchant Services support 3D Secure authentication where supported by the relevant Payment Network and/or third party Acquirer.
2.5 Payment Currency
Company will have the right to offer the Merchant’s customer the option to use a different currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed or the Merchant does not make a bank account available for Settlement in the Order Currency).
2.6 Fraud Control
All Transactions processed as part of the Merchant Services will be screened by Company’s Fraud Control Tool, which performs a number of checks on a Transaction and attaches a resulting total score to the Transaction, which represents the likelihood of the Transaction being fraudulent. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent. Company will manage the settings of the Fraud Control Tool on behalf of the Merchant. In addition, Company reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.
2.7 Settlements
Funds from the Merchant’s customer charged for the validly processed Transactions of the Merchant are Settled by the relevant Acquirer or the Payment Network to the account(s) held by Processor. The funds Processor receives from payment service users or via another payment service provider and held in the payment processing account(s) by Processor are safeguarded in accordance with applicable Laws and Network Rules. Processor will subsequently Settle received funds directly to Merchant, withholding from such funds the fees agreed between Company and Merchant, any additional amounts due to Company, Processor, Acquirer and the Payment Networks, and all Chargebacks, Fines and taxes pursuant to Section 2.12. The Settlement is based on the Merchant’s Settlement instructions which are submitted to Processor.Processor is only obliged to provide Settlement of Transactions for which it has received Settlement(s) by the Acquirer or the Payment Network. It is Merchant’s responsibility to evaluate if the conditions imposed by the Payment Methods for Settlement (as communicated from time to time by Company) are acceptable to the Merchant. This is specifically relevant for certain Payment Methods that are not monitored and regulated by governmental financial services authorities. Merchant understands and agrees that Merchant will not be compensated for late or non-performance, insolvency or bankruptcy of the Processor, Acquirer or Payment Network due to which Merchant receives late Settlement or no Settlement at all for processed Transactions.Processor reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities, are otherwise anomalous, or likely to become subject to a Chargeback by Processor and/or the relevant Acquirer and/or Payment Network, until satisfactory completion of Company’s investigation, that of the Processor or the relevant Acquirer or Payment Network or that of a third party nominated by any of these parties. Merchant will give its full cooperation to any such investigation.No interest will be due on amounts held by Processor prior to Settlement of such funds to the Merchant, except as otherwise agreed by Processor.
2.8 Fees
Merchant agrees to pay Company the Fees associated with the provision of the Services under the Merchant Services Terms as set forth in the Additional Terms associated with the Merchant Services, including terms selected by Merchant for such Merchant Services or that are provided by Company or Modisoft Affiliates as promotional offers and accepted by Merchant for Merchant Services with potentially different features, program, subscription, activation, ordering, billing, cancellation, and pricing terms as compared to other Company or Modisoft Affiliate customers.Fees for Merchant Services are typically a percentage of each Transaction amount plus an additional per-Transaction fee. For avoidance of doubt, Company may change the Fees in accordance with the process for changes to the Agreement under the General Terms & Conditions.Fees for Merchant Services are billed monthly in arrears for the prior month’s Transactions.Merchant agrees to promptly and carefully review its merchant statements or other documents provided or made available to Merchant (physically, electronically, or otherwise provided by Company or others) reflecting Payment Method transaction activity, including, Settlement activity. If Merchant believes any adjustments should be made with respect to Settlement activity, Merchant must notify Company in writing within 60 calendar days after any debit or credit is or should have been affected or such shorter period as provided in the terms and conditions that govern such Merchant’s account into which Settlement is made. If Merchant notifies Company after 60 calendar days, Company will have no obligation to investigate or effect any adjustments. Any voluntary efforts by Company to assist Merchant in investigating such matters shall not create any obligation to continue such investigation or any future investigation.
2.9 Required Data
Merchant shall provide Company on its first request with all requested information on Merchant’s then current ability to provide the Merchant Products and Services it sells by means of the Merchant Services, its financial status, solvability and liquidity.
2.10 Merchant Obligations and Restrictions
Merchant may only use the Merchant Services for payment of those Merchant Products and Services which Merchant agreed with Company to be offered by Merchant. The Merchant shall not use the Merchant Services for the payment of Merchant Products and Services (i) where it is illegal to offer or provide or (ii) which are prohibited by Processor. Processor’s list of prohibited products and services may be updated in Processor’s discretion where needed to ensure legal compliance, compliance with Network Rules, prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. Merchant may request from Company in writing a copy of Processor’s list of prohibited products and services from time to time. Where a change affects a significant portion of the Merchant Products and Services or the Merchant Services, Merchant may terminate the Merchant Services Terms by giving written notice to Company and the termination will be effective immediately after Company has had a reasonable time to implement such termination. Company’s acceptance of Merchant as customer should not be interpreted as an advice or opinion of Company as to the legality of the Merchant Products and Services and/or of Merchant’s intended use of the Merchant Services therefor.
2.11 WARNING – Fines by Payment Networks
Merchant is solely liable for Fines levied by the Payment Networks related to Merchant’s violations of Network Rules. The Payment Networks may levy such Fines to protect the Merchant’s customers, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of Laws, reputational damage and excessive costs, or other reasons. Key examples of Network Rules which are subject to such Fines include, but are not limited to: (i) using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorization to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating Law; (iii) using the Payment Method for selling Merchant Products and Services for which the Payment Network explicitly prohibited its use (e.g. adult content, drugs, arms, gambling); (iv) using the Payment Method for the benefit of a third party or reselling the use of the Payment Method to a third party (the authorization for Merchant to use a Payment Method is strictly limited to the use by Merchant of the Merchant Services for payment of Merchant Products and Services); (v) percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (vi) breaches of security and confidentiality obligations with respect to Payment Details (see Section 4 for more information on this); and (vii) fraudulent, misleading activities of which Merchant’s customers are the victims.Merchant is responsible for complying with the then current Network Rules and relevant changes to Law and business practices to ensure compliance to applicable Network Rules. Where Merchant finds such changes to be unacceptable, Merchant is free at any point in time to stop using the Payment Method subject to such changes by giving written notice to Company and the termination will be effective immediately after Company has had a reasonable time to implement such termination (the Network Rules and these Merchant Services Terms remain applicable to previously processed Transactions for Merchant).Where Company becomes aware of and/or receives any notice of a potential exposure to a Fine related to any Merchant act or omission, or immediately upon request by Company, Merchant will cooperate with Company and investigate the relevant circumstances and remedy the relevant violation.
2.12 Taxes
Without limiting any defense, indemnification, or hold harmless obligations of Merchant under the General Terms & Conditions, Merchant agrees to defend, hold harmless and indemnify Company, Modisoft Affiliates, and Processor, and each of their respective owners, members, shareholders, officers, directors, employees, consultants, and agents, from and against any taxes, including penalties, interests, surcharges due on any Merchant Products and Services and costs or damages related to such taxes. If withholding of any type of taxes or levies is, or was, legally due on any Merchant Products and Services, Company and Processor will be entitled to withhold such taxes at the expense of the Merchant. Merchant shall (i) apply all reasonable efforts to ensure that Company and Processor cannot be held liable for any taxes and costs or damages related to such taxes, (ii) shall promptly inform Company of any such liability and (iii) shall provide Company with all relevant information and documentation in that respect. Furthermore, Merchant shall be liable to Company and Processor for any such taxes and costs or damages related to such taxes. - Set-Off
Without prejudice to any right to set-off which Processor or Company may be entitled to as a matter of law, Processor or Company may set-off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant to Processor or Company or both, now or at any time hereafter due, owing or incurred by the Merchant to Processor or Company or both under, in connection with, or pursuant to the Merchant Services Terms. - Security of Payment Details
Merchant shall not copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, or ‘PIN’ codes that are provided by the Merchant’s customer for payments to be processed via the Merchant Services. This rule is imposed by the Payment Networks to protect Merchant’s customers against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Payment Networks, and a violation of this rule can lead to the application of high Fines by the Payment Networks. If Company has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Company has the right to suspend or terminate processing of Transactions and Settlement. Without limiting any defense, indemnification, or hold harmless obligations of Merchant under the General Terms & Conditions, Merchant shall fully defend, indemnify, and hold Company, Modisoft Affiliates, and Processor, and each of their respective owners, members, shareholders, officers, directors, employees, consultants, and agents, harmless from any Losses, claims (including applied Fines by the Payment Networks), costs or damage Company or Processor incurs as a result of Merchant’s breach of this obligation. - Merchant Service Level Agreement
5.1 Maintenance of Payment Interface
Company uses all commercially reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should such maintenance nevertheless prove necessary, Company will provide commercially reasonable notice and plan such maintenance in a manner and on a date and time to make reasonable efforts to minimize the potential number of affected potential Transactions for all its Merchants. Should under emergency situations (e.g. in case of Force Majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Company will use commercially reasonable efforts to keep the required downtime to a minimum.
5.2 Security and Compliance
Merchant shall provide a secure payment system and shall keep its systems, and each of its third-party service providers’ systems, related to the Merchant Services certified in accordance with the PCI-DSS security standards. If any Company, Processor, Acquirer or Payment Network requires an audit of Merchant due to a data security compromise event or suspected event, Merchant will cooperate with such audit at it sole cost and expense. - Chargebacks and Refunds
6.1 Chargebacks
Merchant shall take all reasonable steps to avoid any Chargebacks. If Company has reason to suspect that the Merchant Products and Services for which Company processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal, Company has the right to suspend Settlement of all related Transactions and/or block Authorizations therefor until Company has been given assurances to its satisfaction that Merchant has taken all reasonable steps to avoid any Chargebacks.If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Processor, to enable Processor to return such funds to the Payment Network or Acquirer. Chargebacks and any related fees will be charged to Merchant and subtracted from the next Settlement or, if Settlement funds are insufficient, immediately funded otherwise by Merchant. Company may charge such amounts to any account to which Merchant has authorized Company to charge amounts payable under the Agreement.
6.2 Refunds
Refunds will be charged to Merchant as a Transaction by Processor and Company may apply a Refund fee to Merchant. Processor will not execute a Refund (meaning the relevant sum will not be returned by Processor to the relevant Merchant’s customer, directly or via the relevant Acquirer / Payment Network) if the funds for such Refund cannot be subtracted from the next Settlement or are not funded otherwise by Merchant. Refunds are not funded by Processor from its own funds or other means. Merchant is liable for, and responsible for funding, all such Refunds and paying Refund fees. In addition, Company may charge such amounts to any account to which Merchant has authorized Company to charge amounts payable under the Agreement. - Use of name and logo
Merchant may on its website in the section “frequently asked questions”, or in a similar informational section on its website, refer to Company and Processor as its payment service providers, explaining that this is the reason why the name of Company or Processor may appear on bank statements of the customer. Merchant may also include an internet link to the website of Company in such context. Merchant may not mention Company or Processor on the home page of its website in any situation. Merchant must in each case also clearly state that customers of Merchant should not contact Company or Processor for support or questions regarding payments processed by Company for Merchant. Merchant may not use the logo of Company or Processor anywhere on its website without the prior express written approval of Company, which Company may refuse or withdraw in its discretion. Use of the logo of Company or Processor is subject to any quality control restrictions provided to Merchant by Company from time to time. - Protected Data and De-Identified Data
Merchant will not at any time “store” (as defined in the PCI-DSS standards), use, retain, disclose, sell, or disseminate: (a) Cardholder Data or Sensitive Authentication Data (as defined in the PCI-DSS standards); (b) Card numbers (including tokens), Card expiration dates, Card effective dates, CIDs or any security identification codes, or the fact that a particular person owns a card with a particular Payment Network; (c) a Card’s verification value in the Card’s magnetic stripe, on the Card, in or next to its signature panel, or in the Card’s magnetic stripe image in a chip application; (d) information about Cardholders provided directly or indirectly by Processor, Acquirer, or a Payment Network to Merchant; or (e) any other data that any of the Payment Networks mandate from time to time as data that cannot be stored (collectively, “Protected Data”). Merchant represents that it does not have access to Protected Data and will not request access to Protected Data from Company, Processor or Acquirer. In the event that Merchant receives Protected Data in connection with the Merchant Services, Merchant agrees not to use it for any fraudulent purpose or in violation of any Law, including, without limitation, Network Rules and PCI-DSS standards. If at any time Merchant has reason to believe any Protected Data has been compromised, Merchant will notify Company immediately and assist in providing notification to the proper parties as directed by Company. Merchant will ensure its compliance and the compliance of any third-party service provider used by Merchant with all security standards and guidelines that are applicable to Merchant or such third-party service provider and published from time to time by the Payment Networks. If any Payment Network requires an audit of Merchant due to a data security compromise event or suspected event, Merchant will cooperate with such audit. Merchant will reimburse Company, Processor and Acquirer for all fines, fees, penalties, assessments, or other obligations of any kind imposed by a Payment Network or a regulator on Company, Processor or Acquirer due to a data security compromise event regarding Protected Data (i) caused by Merchant or its third-party service providers or (ii) that otherwise takes place on Merchant’s or its third-party service provider’s systems to the extent not caused by Company, Processor or Acquirer.Without limiting the rights of Company and Modisoft Affiliates under the General Terms & Conditions including Section 5 (Data), Company and Processor may use de-identified and/or aggregate transaction-related data for various purposes, including, without limitation, analyzing, tracking, and comparing transaction and other data to develop and provide insights for Company, Merchant, Processor and/or others as well as for developing, marketing, maintaining and/or improving such party’s products and services. - Term and Termination
9.1 The Merchant Services Terms shall have the same Term as the Agreement unless the Merchant Services Terms are terminated earlier in accordance with these Merchant Services Terms or the Agreement. If these Merchant Services Terms are terminated earlier than the Agreement, then any Services under the Agreement that were provided at a reduced or at no-additional cost beyond the Fees for Merchant Services will, upon termination of these Merchant Services Terms, then be subject to the then-applicable standard Fees for such Services.
9.2 If Merchant has purchased a Subscription Period of one (1) or two (2) years for Merchant Services, Merchant may terminate the Merchant Services Terms and therefore the Merchant Services for convenience at any time upon fifteen (15) Business Days’ prior written notice to Company, and the Agreement shall otherwise continue in full force unless also terminated, provided that any Services under the Agreement that were provided at a reduced or at no-additional cost beyond the Fees for Merchant Services will, upon termination of these Merchant Services Terms, then be subject to the then-applicable standard Fees for such Services. As a condition of such early termination, Merchant must pay to Company an early termination fee for Merchant Services (the “Merchant Services Early Termination Fee”) on or before the effective date of termination. The Merchant Services Early Termination Fee shall be calculated as fifty percent (50%) of the average monthly total Fees for Merchant Services incurred by Merchant over the twelve (12) months immediately preceding the effective date of termination, multiplied by the number of unbilled months remaining in the then-applicable Subscription Period as of the effective date of termination, unless otherwise specified in the Additional Terms. For purposes of this calculation, and given that Fees for Merchant Services are billed monthly in arrears for the prior month’s Transactions, unbilled months shall include the month in which termination occurs and all subsequent months remaining in the Subscription Period. If Merchant has been receiving Merchant Services for fewer than twelve (12) months, the average monthly total Fees for Merchant Services shall be calculated based on the actual number of months during which Merchant received Merchant Services. Failure to pay the Merchant Services Early Termination Fee on or before the effective date of termination shall render Merchant’s notice of termination of Merchant Services Terms void, and Merchant Services under this Agreement shall continue in full force and effect in accordance with their terms. Upon Merchant’s termination for convenience and Company’s receipt of the Merchant Services Early Termination Fee, all rights to Merchant Services granted to Merchant under the Agreement shall terminate, and Merchant shall immediately cease all use of the Merchant Services.
9.3 In addition to Company’s other rights of termination under the Agreement, Company has the right to terminate the Merchant Services Terms and/or stop processing or Settlement of Transactions for Merchant immediately in part or in whole if: (a) The provision of Merchant Products and Services is reasonably suspected by Company to violate Law; (b) Merchant has materially changed the type of Merchant Products and Services without obtaining Company’s prior written permission to use the Merchant Services for the new or changed types of Merchant Products and Services;(c) Merchant materially breaches any of the terms of the Merchant Services Terms, the Network Rules and/or Law in the context of using the Merchant Services; (d) An Acquirer or Payment Network demands that Processor or Company stop or suspend providing Merchant Services to Merchant with respect to Payment Methods made available by such Acquirer or Payment Network to Processor and Company; (e) Company finds there are clear indications that Merchant is or is likely to become insolvent and/or unable to provide a material part of the Merchant Products and Services; or(f) Company finds in its sole discretion other circumstances about Merchant or its employees or agents that may present a financial, security, reputational, or other business risk to Company.
9.4 Without limiting any survival of terms as set froth under the General Terms & Conditions, upon the expiration or termination of the Merchant Services Terms or the Agreement for any reason, the following provisions, together with all related definitions and interpretive provisions, shall survive and continue in full force and effect: all provisions relating to Fees, payment obligations, and other amounts owed or accruing to Company, Processor, or Acquirer; all provisions relating to taxes and Merchant’s obligations with respect thereto; all provisions relating to Merchant’s obligations and restrictions on Merchant’s use of the Merchant Services; all provisions relating to Company’s and Processor’s data rights, including the right to use de-identified and aggregate transaction-related data; all provisions relating to Fines, including Merchant’s liability for Fines levied by Payment Networks; all provisions relating to Set-Off rights of Company and Processor; all provisions relating to the security of Payment Details and Merchant’s compliance with PCI-DSS and other security standards; all provisions relating to Merchant’s defense, indemnification, and hold harmless obligations; all provisions relating to Chargebacks and Merchant’s obligations with respect thereto; all provisions relating to Refunds and Merchant’s obligations with respect thereto; all provisions relating to Confidential Information and confidentiality obligations; all provisions relating to termination obligations, including Merchant’s obligation to pay the Merchant Services Early Termination Fee where applicable and Merchant’s obligation to cease use of the Merchant Services; all provisions relating to limitations and exclusions of liability of Company, Processor, and Acquirer; all provisions relating to general provisions, including third-party beneficiary rights of Processor and Acquirer; all definitions set forth in the Merchant Services Terms; and all other provisions that, by their nature or express terms, are intended to survive or are otherwise necessary to give effect to any surviving provision, including any accrued rights of or obligations to Company, Processor, or Acquirer existing as of the date of termination or expiration. Without limiting the foregoing, all obligations of Merchant arising prior to termination or expiration shall remain in effect until fully satisfied, and Company, Processor, and Acquirer shall retain all rights and remedies with respect to any breach by Merchant occurring prior to or after termination or expiration. - Liability
10.1 No Liability for Third Parties
Company shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Processor, Payment Networks and Acquirers and for events or activities originating outside the systems of Company (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the gross negligence or willful misconduct of Company.
10.2 Limitation of Liability
In addition to the other limitations and exclusions of liability under the Agreement, the total liability of Company, Processor and Acquirer under the Merchant Services Terms to Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to the lesser of 10,000 euro or the limitation of liability set forth in the General Terms & Conditions. - General Provisions
11.1 Changes to the Merchant Services Terms
Merchant’s right to terminate the Agreement for a Material Change does not apply to any change which Company implements in order to comply with Law or requirements imposed by the relevant Acquirers and/or Payment Networks or financial regulators. For such changes, shorter notice periods, or notice after the fact, may be applied by Company as is needed to comply with the relevant requirement.
11.2 Third-Party Beneficiaries
Processor and Acquirer are intended third party beneficiaries of these Merchant Services Terms and any other term, condition, or provision of the Agreement as related to the Merchant Services Terms. - Definitions
Capitalized terms used but not defined in the Merchant Services Terms have the meanings given to them in the General Terms & Conditions. In the Merchant Services Terms, the following definitions shall apply:
3D Secure. The “Three-Domain Secure” protocol developed by Visa International Inc. (“Visa”) branded as “Verified by Visa” and “Mastercard SecureCode” developed by Mastercard International Inc. (“Mastercard”), including successive versions thereof and any amendments thereto.
Acquirer. A financial institution that is authorized by a Payment Network to enable the use of a Payment Method(s) by accepting Transactions from Merchants on behalf of the Payment Networks, routing these to the Payment Networks or Issuing Banks and collecting and settling the resulting funds to the Merchant.
Authorization. The process whereby a Merchant’s customer (or Merchant on Merchant’s customer’s behalf) requests permission for a Payment Method to be used for a particular purchase of Merchant Products and Services.
Capture Period. The period in which an Authorized Transaction can be Captured. The Capture Period varies per Payment Method.
Capturing. The confirmation by the Merchant to the Acquirer that a Transaction for which it received an Authorization is to be executed and the account of the Merchant’s customer is to be actually charged for the Transaction. “Capture” and “Captured” shall have the corresponding meanings.
Card. Any form of credit card or debit card, which may be used by a Merchant’s customer to carry out a Transaction on such Merchant’s customer’s Card account.
Card Network. Visa, Mastercard or comparable parties providing Cards.
Card Verification Method / CVM Code. The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for Mastercard: CVC2; for American Express: CID. Collectively referred to as CVM Code.
Cardholder. Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorized user.
Chargeback. A Transaction which is successfully charged back on request of the Merchant’s customer or the Issuer pursuant to the relevant Network Rules and Law resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid.
Company. Modisoft, Inc., a Texas corporation, or an Affiliate of Modisoft. Company is referred to as “we”, “our”, or “us” under the General Terms & Conditions.
Fine. Any fine, assessment, service fee or other additional amount as imposed by the Payment Networks and/or Acquirers to the Merchant, Company and/or Processor, as a result of situations including, without limitation, breach of Network Rules by the Merchant or caused by the Merchant, data security compromise event or suspected event, excessive fraud levels or excessive Chargeback levels.
Fraud Control Tool. The fraud control tool set made available by Company as part of the Merchant Services, which assigns a fraud score to Transactions indicating the likelihood of the Transaction being fraudulent and enables Company (on behalf of the Merchant) to automatically reject a Transaction based on threshold values set by Company on behalf of the Merchant.
Issuer / Issuing Bank. An institution that issues Payment Methods to the Merchant’s customer and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Merchant’s customer with respect to the Payment Method.
Merchant. The party entering into the Merchant Services Terms with Company for which Company facilitates processing of Transactions related to the Merchant Products and Services of the Merchant. Merchant is referred to as “you” or “your” under the General Terms & Conditions.
Merchant Services Terms. These Merchant Services Terms as agreed to in the application process for the Merchant Services as well as the terms of any other documents agreed or referred to in such application process that comprise the agreement entered into between Company and the Merchant for the provision of the Merchant Services to Merchant, including all Schedules and other documents appended thereto by reference.
Merchant Products and Services. The products/services which the Merchant is selling and for which Transactions are processed.
Merchant Services. The collective set of authorization, payment processing, fraud control, reconciliation, reporting, Settlement and other services as provided by Company to the Merchant to enable the Merchant to use Payment Methods to receive payment from its Merchant’s customers.
Network Rules. The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Payment Networks as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method.
Order Currency. The Currency in which the Transaction is originally offered to the Merchant’s customer.
Payment Currency. The Currency in which a Transaction is processed.
Payment Details. The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction and to perform fraud checks, including details regarding the Card, the Merchant’s customer, relevant authentication details and the payment amount.
Payment Interface. An electronic connection method through our Software for providing the Payment Details for individual Transactions allowing Company to provide its Merchant Services with respect thereto.
Payment Method. A method of enabling payments by Merchant’s customers to Merchants, such as Cards, offered by the Payment Networks.
Payment Network. The party offering and/or regulating the relevant Payment Method.
Processor. A company that will acquire the Merchant’s electronic transactions for Payment Networks. Merchant may request from Company in writing the name of the Processor providing such services from time to time. For avoidance of doubt, Company may change the Processor in accordance with the process for changes to the Agreement under the General Terms & Conditions.
Refund. A (partial) reversal of a particular Transaction on the initiative or request of the Merchant, whereby the funds are reimbursed to the Merchant’s customer.
Settlement. The payment of amounts owed to the Merchant with respect to settlements received by Processor from Acquirers or Payment Networks for Transactions validly processed for the Merchant, minus the amounts due from Merchant under these Merchant Services Terms and any amounts due from Merchant to Processor or Acquirer, including, without limitation, to fund any reserve account required by Processor or Acquirer at the then current reserve account level required by Processor or Acquirer. “Settle” and “Settled” shall have the corresponding meanings.
General Terms & Conditions. The current version of the Company’s General Terms & Conditions, available at [INSERT URL].
Transaction. An Authorization request of a Merchant’s customer for a payment from the Merchant’s customer to the Merchant submitted by Merchant to Company.