Terms and Conditions of the International Merchant Agreement

Transcription

1 Terms and Conditions of the International Merchant Agreement Page 1 of 12 Version

2 Contents 1.Definitions... 3 Acquirer... 3 Acquiring Services... 3 Banking Day... 3 Card... 3 Card Account Number... 3 Cardholder... 3 Card Not Present... 3 Card Issuer... 3 Card Schemes... 3 Card Scheme Marks... 3 Card Scheme Standards... 3 Chargeback... 3 Chargeback Fee... 3 Credit Refund Voucher... 3 Deduction... 3 Excessive Activity... 3 Fees... 4 Gambling Refund Account... 4 Independent Sales Organization ( ISO )... 4 International Merchant Agreement... 4 Merchant... 4 Merchant Category Code (MCC)... 4 Original Credit/Payment of Winning... 4 PCI / DSS Standards... 4 Processor... 4 Refund... 4 Relevant Tax... 4 Reserve Account... 4 Service Fees... 4 Service Provider (SP)... 4 Set-Off... 4 Settlement Currency... 4 Settlement Date... 4 Settlement Value... 4 SWIFT Settlement... 4 SWIFT Settlement Fee... 4 Transaction... 4 Transaction Processing Fee... 4 Transaction Receipt... 4 Transaction Value... 5 Third Party Processor (TPP) Confidentiality, Account Information and Transaction Information Security Card Acceptance Card Scheme Standards Authorization of Transactions Transactions and Submissions Settlement Procedures Deduction and Set-Off Reserve Account and Risk Provision Record Retention and Retrieval Chargebacks Use of the Card Scheme and Member Marks Merchant s Website Special Requirements for Casino/ Gambling Merchants Liability Assignment Term and Termination Amendments Force Majeure Miscellaneous Provisions Page 2 of 12 Version

3 These Terms and Conditions apply to the relationship between Borgun hf., hereinafter referred to as the Acquirer and a merchant that is engaged in the sale of goods and/or services and is authorized to make available to its customers a convenient means of purchase through the use of cards, hereinafter referred to as the Merchant. Whereas: The Acquirer as a member of the Card Schemes ( Card Scheme Member ) is licensed to acquire the Merchant s Transactions and process them for clearing and settlement purposes. These Terms and Conditions, as they are at any given time, are part of the International Merchant Agreement between the Acquirer and the Merchant. The Merchant has requested that the Acquirer acquire, and the Acquirer has agreed to acquire, the Merchant s Transactions and process them for clearing and settlement purposes. These Terms and Conditions, which are subject to change, are an integral part of the International Merchant Agreement and all references in these Terms and Conditions to the International Merchant Agreement shall refer also to these Terms and Conditions. 1.Definitions 1.1 All terms defined here below in the singular shall include the plural and vice versa. 1.2 The headings in the International Merchant Agreement and these Terms and Conditions are for convenience only and shall not affect its interpretation. 1.3 Unless otherwise stated, any reference herein to any person shall include its permitted successors, transferees and assignees. 1.4 Any capitalised terms used in these Terms and Conditions which are not defined herein shall, to the extent the context permits, have the same meanings as in the International Merchant Agreement and/or the Card Scheme Standards as appropriate. 1.5 In the International Merchant Agreement, where the context permits, the following terms shall have the following meanings: Acquirer Card Scheme Member, which in accordance with an agreement with Merchants, acquires data relating to Transactions from Merchants and processes that data for clearing and settlement purposes. Acquiring Services The services provided by the Acquirer to the Merchant pursuant to the International Merchant Agreement. Banking Day Shall mean a day on which banks are open for business and dealing in Eurocurrencies in Reykjavik. Card A valid payment card issued under a Card Scheme s issuing license. Card Account Number A primary Cardholder account number embossed and encoded on a Card. Cardholder An individual to whom a Card is issued, or is authorized to use such Card. Card Not Present A transaction where the card, the cardholder, and/or the merchant representative is not present at the time of the transaction. Mail order, telephone order, cardholder-activated terminal (CAT), electronic commerce (e-commerce), and transponder are examples of non face-to-face transactions. See non face-to-face transaction. A transaction which is completed when neither the Cardholder nor the Cardholder s Card is present at the point of sale. Card Issuer Card Scheme Member that issues Cards to Cardholders pursuant to a Card Scheme. Card Schemes Visa Europe Limited, Visa Inc. and MasterCard Worldwide or such other Card Scheme as notified by the Card Scheme Member from time to time, and each such scheme is a Card Scheme. Card Scheme Marks The proprietary combination of names, symbols, and colors that visually convey a brand s identity. Card Scheme Standards The Card Schemes will promulgate standards with respect to members and activities that use and/or otherwise involve any of the Card Scheme Marks. The Card Schemes have the sole right to interpret and enforce the Card Scheme Standards. Chargeback A defined procedure whereby a Card Issuer may claim back all or part of a transaction amount from the Acquirer, which may in turn, be claimed from the Merchant by the Acquirer. Chargeback Fee Shall mean a fee set forth and charged by the Acquirer to the Merchant for each Transaction charged back. Credit Refund Voucher Shall mean any electronic or paper records as the Merchant may use for the purpose of recording the refund of a Transaction. Deduction Any amount which the Acquirer is entitled to deduct from the Transaction Value of Transactions, whether pursuant to the International Merchant Agreement (including but not limited to Section 7 of these Terms and Conditions) or by law. Excessive Activity Is when during any calendar month, Merchant s Chargeback exceeds 1% of the Transaction Value of Transactions processed, if fraudulent transactions exceed 1.5% of the Transaction Value of Transactions processed, and/or if value of returns and/or refunds exceeds 5% of the Transaction Value of Transactions processed. Page 3 of 12 Version

4 Fees Service Fees, Chargeback Fees, Transaction Processing Fees and any other amounts or fees payable by the Merchant to the Acquirer pursuant to the International Merchant Agreement. Gambling Refund Account An Account established by an Acquirer exclusively for a Merchant that operates a gambling website, allowing them to credit winnings back to Cards through the Account. Independent Sales Organization ( ISO ) A service provider registered with the Card Schemes that provides ISO program services. ISO program services include, by way of example and not limitation, Cardholder and/or Merchant Solicitation, Cardholder and/or Merchant Customer Service not allowing access to Account data, and/or Transaction data, merchant education and training and POI Terminal deployment. International Merchant Agreement The International Merchant Agreement between the Acquirer and the Merchant. ISO is also a party to a third party agreement an ISO. The International Merchant Agreement shall be constitued as the agreement plus and any supplements, appendices or schedules thereto including these Terms and Conditions. Merchant Retailer or any other firm that, as a result of a Merchant Application Form, enters into an agreement with the Acquirer to accept credit cards when properly presented, as payment for goods and services. Merchant Category Code (MCC) A four-digit code used to identify the type of Merchant involved in a transaction. These codes, which are determined by International Organization for Standardization, are used throughout the payments industry in all types of messages and reports. Original Credit/Payment of Winning Original Credits/Payment of Winnings are transactions initiated by a Card Scheme Member on its behalf or on behalf of one of its Merchants that results in a credit to a Card Account Number. PCI / DSS Standards The payment card industry (PCI) data security standard (DSS) a worldwide information security standard assembled by the Payment Card Industry Security Standards Council (PCI SSC). The PCI/DSS Standard is created to help organizations that process card payments to prevent credit card fraud through increased controls around data and its exposure to compromise. Processor An entity that contracts with an Acquirer and processes transactions for authorization and/or clearing on its behalf Refund Opposite of a purchase transaction, namely, the Cardholder returns goods or cancels pre-paid services and is credited for their value. Relevant Tax Shall mean any tax or official charges, including any value added tax, levied on any Fees, which the Acquirer shall charge the Merchant and pay to the applicable authority. Reserve Account Shall mean a fund which is collected by a certain deduction from the gross value of all Transactions and which shall be maintained as a Rolling Reserve as set out in the International Merchant Agreement. Service Fees Shall mean the fees paid by the Merchant to the Acquirer for services provided under the International Merchant Agreement as agreed between the Parties from time to time. Service Provider (SP) An institution that provides certain defined services for one or more members. A Service Provider shall be registered with the Card Schemes and may only perform the Program Services it is registered to perform. Set-Off Any amount which the Acquirer is entitled to set-off, whether pursuant to the International Merchant Agreement (including but not limited to Section 7 of these Terms and Conditions) or by law, against any amounts owed by the Acquirer to the Merchant. Settlement Currency Shall mean the currency used for settlement towards the Merchant as defined in the Merchant Agreement. Settlement Date The date for payment of Settlement Value of Transactions as calculated in accordance with the provisions of the International Merchant Agreement and these Terms and Conditions. Settlement Value Shall mean the net amount expressed in the Merchant s Settlement Currency resulting from the submission of Transactions and Refunds for clearing, less all Deductions and Set-Offs. SWIFT Settlement Shall mean a settlement through SWIFT, a society for worldwide interbank financial telecommunication connecting more than 9,000 banking organizations, in 209 countries enabling them to exchange standardized financial messages. SWIFT Settlement Fee Shall be a fixed fee per each SWIFT Settlement, the exact amount of which is set forth in the International Merchant Agreement. Transaction Act between a Cardholder and the Merchant that result in the generation of a Transaction Receipt or a Credit- Refund Voucher. Transaction Processing Fee Shall be a fixed fee per each authorized/settled transaction and a fixed fee per each declined/voided transaction. Transaction Receipt Shall mean an electronic or paper record of a Transaction generated at the point of sale evidencing the purchase of goods or services by a Cardholder from the Merchant using a Card. Page 4 of 12 Version

5 Transaction Value Shall mean the gross amount expressed in the Merchant s Settlement Currency resulting from the submission of Transactions and Refunds for clearing. Third Party Processor (TPP) A service provider registered with the Card Schemes that provides TPP program services. TPP program services include, by way of example and not limitation, terminal operations, authorization routing, voice preparation and submission, settlement processing, solicitation of Merchants, anti-fraud scrubbing, Cardholder and Merchant statement preparation and chargeback processing. 2. Confidentiality, Account Information and Transaction Information Security 2.1 The Acquirer is the sole owner of all data and information that are contained within its system and/or have their origin in the magnetic stripe/microchip of cards. The utilization of the aforementioned data is, however, limited to use directly or indirectly on behalf of the Merchant and only for the purposes set out herein. The Acquirer will in its execution of the agreement comply with all applicable data protection laws and regulations and shall ensure the security of all data, legality of processing and abide to rules on storage and processing. 2.2 The Merchant undertakes to observe the strictest confidentiality in relation to Cardholder and Transaction Information. The Merchant shall at all times comply with all applicable Data Protection Rules. 2.3 The Merchant authorizes the Acquirer to release Transaction Receipts and any data or other information relating to Transaction Receipts or the Card Schemes to any agent of the Acquirer or any other party as is reasonably necessary for the purpose of fulfilling the Acquirer s obligations under the International Merchant Agreement or the Acquirer s obligations as a Card Scheme Member. 2.4 All third parties that provide processing services to Merchants such as but not limited to terminal operations, authorization routing, electronic data capture and clearing file preparation shall be correctly registered within the Card Schemes. The Merchant shall not use Third Party Processors without permission of the Acquirer. The Merchant shall not use any affiliates in order to increase traffic through its website without permission from the Acquirer. The Acquirer may at any time request a copy of the Merchant s agreement with its affiliates. The Merchant may not inform any third party of the subject or content of the International Merchant Agreement. The Merchant is furthermore obliged to prevent the transfer of information regarding the Cardholder s name or Card Account Number to any unauthorized third parties. The Merchant is not authorized to store any other magnetic stripe data. 2.5 The Merchant must ensure that its operations are in compliance with the PCI DSS Standards as published on the website: The Acquirer reserves the right to request from the Merchant a confirmation that the merchant has undergone a PCI scanning (QSV) and/or undergone annual assessment. The Merchant must ensure that all equipment used for capture, transmitting and/or storing of sensitive cardholder data is PA-DSS certified. 2.6 It is the Merchant s responsibility to ensure the security of card data in processing and safekeeping. The Merchant shall ensure that processing, storing and disposal of card data is in compliance with the PCI DSS standards whether the handling of data is done by the Merchant himself or outsourced to a third party. The Merchant shall follow the Acquirer s security instructions to the latter. 2.7 The Merchant shall, without any delay, alert the Acquirer of any security breach or suspicion of security breach or card data compromises. In case of Account Data Compromise (ADC) the Acquirer and/or the Card Schemes may request that a PCI SSC Forensic Investigator (PFI) conducts an independent forensic investigation to assess the cause, scope, magnitude, duration, and effects of the ADC event or potential ADC event. If the findings of the PFI show that the Merchant was not PCI DSS compliant at the time of the security breach or Account Data Compromise and that said breach or compromise were a result of such noncompliance the Merchant shall bear all costs of the investigations and/or any related assessment or damages. 2.8 The Merchant must, at the Acquirer s request, grant certification authorities and/or investigators access to the Merchant s card acceptance equipment and systems. 2.9 Merchants accepting card payments via the internet shall ensure that card numbers are encrypted during transmission and storage. Use of 3D Secure methods is highly recommended The Acquirer may at any given time request the Merchant s audited financial statements and/or any other due diligence or credit scoring material and the Merchant is obliged to honor such a request, without undue delay. All transactions made via the internet shall be correctly coded as e-commerce transactions The Acquirer may not inform third parties of business transactions conducted between the Cardholder and the Merchant, and shall, except to the extent required by law, not transfer any information regarding the Merchant s business transactions to any third parties. The Acquirer may, however, always inform the Card Schemes of individual transactions and/or total turnover by the Merchant on the Card(s) in question. 3. Card Acceptance Card Scheme Standards 3.1 The Acquirer will only acquire Transactions where a Card has been used as means of payment at the Merchant s place of business for products/services provided by the Merchant himself. The Merchant may not submit Card Not Present Transactions unless it has been specifically authorized to do so by the Acquirer. The Merchant shall not submit Transactions into interchange for any businesses or products other than those defined in the Merchant s original application or have otherwise been approved by the Acquirer. 3.2 The Merchant s practice shall be in accordance with local laws and Card Scheme Standards. The Merchant Page 5 of 12 Version

6 may not submit into interchange any Transaction that is illegal, or may damage the goodwill of the Card Schemes and/or the Acquirer or reflect negatively on the Card Scheme Marks. The following Card Scheme Standards are available to merchants on the Card schemes websites. Information on the MasterCard Rules and best practices for merchants are accessible to the Merchant on Information on the Visa rules and best practices for merchants are accessible to the Merchant on: ules_for_visa_merchants.pdf 3.3 The Merchant agrees to honor all valid Cards presented by Cardholders without discrimination. The Merchant may not engage in any acceptance practice that discriminates against or discourages the use of Card(s) accepted under this Agreement in favor of any other form of payment. 3.4 A Merchant may not directly or indirectly require any Cardholder to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a Transaction. 3.5 The Merchant is permitted to charge a fee (such as a bona fide commission, postage, expedited service or convenience fees) if the fee is imposed on all like transactions regardless of the form of payment. Therefore the Merchant is obliged to present its prices to consumers as full prices (unless it offers general discount) and is not allowed to add any kind of value to its prices in case the consumer decides to pay with a payment card. The Merchant may not require a minimum or maximum transaction amount to accept a valid Card. 3.6 The Merchant shall be liable towards the Acquirer in case of Merchant s non-compliance with Card Scheme Standards or regulations resulting in a fine or assessment by the Card Scheme. 4. Authorization of Transactions 4.1 The Merchant Floor Limit is defined as the maximum value of a single Transaction incurred on any one occasion that the Merchant may complete without the prior authorization of the Acquirer. The Merchant Floor Limits under the International Merchant Agreement shall be 0 (zero) - for all Transactions. The Acquirer reserves the right to vary the Merchant Floor Limits at any time and from time to time and to impose different floor limits in respect of each Card Scheme covered by the International Merchant Agreement and these Terms and Conditions. 4.2 The Acquirer maintains an authorization system, which may be accessed by direct electronic communications link. The Merchant may establish an on-line authorization link between its sales system or terminal and the Acquirer's system. This on-line link should be used to authorize every Transaction unless otherwise agreed. The Merchant is responsible for ensuring that its equipment used to connect to the Acquirer s system conforms to and is installed in accordance with the Card Scheme Standards and the International Merchant Agreement. 4.3 The Merchant must seek authorization for every transaction amount over the defined Merchant Floor Limit. The Merchant must obtain the following information from the Cardholder: a) Card Account Number; b) Expiry date of the Card; c) CVC2/CVV2 code (internet, MO/TO transactions only); d) Cardholder's name and initials; e) If applicable- Cardholder's statement address; f) If applicable and different to the Cardholder s statement address - Delivery address; g) SecureCode or Verified by Visa (internet transactions only); h) Such additional information as may be notified to the Merchant by the Acquirer in writing from time to time. 4.4 All information except for those listed in Section 4.3 c) and g) here above shall be committed to file. 4.5 The Acquirer, at its cost, shall operate an authorization center, which shall be available 24 hours a day to accept manual authorization requests and communications. The Acquirer may also nominate other suitable manual authorization centers around the world for this purpose. Authorization to accept a Transaction by a Cardholder may be requested by contacting the Acquirer's nominated authorization center. 4.6 In the event that an authorization code is given by the Acquirer or its nominated authorization center, such authorization code must be recorded upon the Transaction Receipt. 4.7 The granting of an authorization by the Card Schemes prior to a Transaction being processed is not an assurance of that Transaction s validity and such Transaction may be subject to Chargeback at a later date in accordance with Card Scheme Standards. 4.8 The Acquirer reserves the right to restrict or prohibit the acceptance of Cards or currencies in circumstances outside the control of the Acquirer. Such circumstances may include (but are not limited to): a) If exchange controls or such similar local laws or regulations exist forbidding the exportation of Transactions or Transaction data abroad; and/or b) If either the Acquirer or the Merchant have reason to believe that the Cardholder, the Card or the Card Account Number has been or potentially will be involved in fraudulent activity or malpractice in obtaining goods and services, or result in the failure to collect sums due from the sale of goods and services; and/or c) Merchant s excessive activity; and/or d) The Merchant s practice is not in accordance with the International Merchant Agreement and/or the Card Scheme Standards. 4.9 The Merchant shall comply with local law in the execution and performance of the International Merchant Agreement and shall immediately bring to the attention of the Acquirer any circumstances which prevent compliance with the terms thereof. Page 6 of 12 Version

7 5. Transactions and Submissions 5.1 Upon making a sale under any of the Card Schemes, the Merchant shall produce an electronic Transaction Receipt. 5.2 The Merchant shall complete one Transaction Receipt for each Transaction. Each completed Transaction Receipt shall contain as a minimum requirement: a) Merchant name, city and state/country b) Merchant online address; if applicable c) Card s Primary Account Number (PAN), however only reflecting the last four (4) digits of the PAN. All preceding digits must be replaced with fill characters, such as X, *, or #, that are neither blank spaces nor numeric characters d) Transaction amount (or credit) indicated in Transaction currency e) Transaction Date (or credit preparation date) f) A currency symbol or words denoting the Transaction Currency as part of the Transaction Amount g) Adequate space for the customer s signature, unless the Transaction is completed with a PIN as the Cardholder verification method (CVM) or no CVM is used (signature space required on Card Present Merchant copy only) h) Merchant s signature (on credit receipts only) i) Authorization Code, except on credit receipts j) Transaction type (purchase, credit or cash disbursement) 5.3 The Merchant must provide any Refunds in connection with Transactions by way of Credit/Refund Vouchers, not by cash or cheque, unless required by law or Card Scheme Standards to do so. 5.4 Credit/Refund Vouchers shall only be issued against Transactions and shall contain to the extent applicable the information given in Section Each Credit/Refund Voucher shall be issued in the original Transaction currency and to the value of the original Transaction or part thereof. 5.6 The Merchant shall submit to the Acquirer, or to the Acquirer's authorized bureau, a summary of all Transactions in an encrypted electronic format agreed between the Merchant and the Acquirer. Such submissions must comply with the following requirements: a) Each submission shall contain the information outlined in Section 5.2 for each Transaction, together with the Merchant s number, or such lesser amount of information as may be agreed in writing by the Acquirer. b) The submission of such summary of Transactions shall be made within three Banking Days after the date of the Transaction and shall at all times be in a form in accordance with Card Scheme s requirements. 5.7 If an electronic submission does not meet the requirements of the Card Schemes or if the Transaction information contained therein is insufficient to provide a Cardholder an overview of its Transactions or if a problem is noticed in the electronic charge capture system of the Merchant, the Acquirer shall use reasonable endeavors to advise the Merchant of such as soon as possible, in which case resubmission must take place within seven (7) days of the original submission. Should the Merchant resubmit after the said seven (7) days period, the Merchant will be responsible for all Chargebacks as a result of the submission and shall not be entitled to recover such Chargebacks from the Acquirer. 5.8 For the avoidance of doubt, the Merchant shall be fully responsible for all costs, including the costs of any Third Party Processor, related to the fulfillment of the Merchant s obligations under this Section The Merchant acknowledges that pursuant to the Acquiring Services the Acquirer shall have the right to receive payment from the Card Schemes in respect of Transactions, and the Merchant shall have no direct claim against the Card Schemes in respect of acquired Transactions Initial acceptance of Transactions and payment by the Acquirer shall not be or be deemed to be binding on it as to the validity of those Transaction Receipts and the Acquirer reserves the right to reject any Transaction Receipt if it is invalid. 6. Settlement Procedures 6.1 Pursuant to the provisions of the International Merchant Agreement, the Acquirer guarantees settlement to the Merchant of all Transactions that are executed in accordance with the International Merchant Agreement. The Acquirer will pay the Settlement Value of all Transactions to the Merchant s relevant bank account, as nominated by the Merchant. Without prejudice to the provisions of Section 6.5, the Merchant shall only be entitled to the Settlement Value in respect of Transactions after the Settlement Date in respect of such Transactions, regardless of (a) whether the Acquirer receives funds from the Card Schemes in respect of such Transactions prior to the settlement, and/or (b) the Acquirer has notified the Merchant of the Settlement Value and/or Transaction Value of such Transactions or the amounts held by the Acquirer in respect of such Transactions. Amounts held by the Acquirer in respect of Transactions shall not constitute a deposit by the Merchant with the Acquirer and shall not bear interest. 6.2 If the Merchant wishes to change the Merchant s bank or bank branch, Merchant shall notify the Acquirer in writing immediately thereof and shall forthwith irrevocably authorize settlement to be paid unto the new bank/branch. 6.3 The Acquirer will forward a settlement letter/settlement notice to the Merchant in connection with settlement payment. The settlement letter/settlement notice shall contain information on the amount paid and provide a specification of the invoice summary and transactions encompassed by the settlement. 6.4 When settling with the Merchant, the Acquirer will deduct any and all applicable fees as further specified in Section 7. Where amounts received by the Acquirer from the Card Schemes in respect of Transactions are not in the Settlement Currency, the Acquirer shall Page 7 of 12 Version

8 convert amounts due from the Acquirer to the Merchant into the Settlement Currency at rates reasonably available to it in the market at or prior to the Settlement Date. The Merchant shall reimburse the Acquirer all costs incurred by the Acquirer as a result of converting amounts into the Settlement Currency. 6.5 The Acquirer may rightfully withhold any unpaid and/or upcoming settlement towards the Merchant in the following circumstances: a) In case of a Merchant s violation of the International Merchant Agreement and/or the Card Scheme Standards, settlement may be withheld until all liabilities resulting from the violation have been met, or b) In case of a suspicion of a Merchant fraud or possible violation of the International Merchant Agreement and/or the Card Scheme Standards, settlement may be withheld until an investigation has been concluded, or c) In case Chargeback(s), Refund(s) and/or fraud activity may expose the Acquirer to a credit risk as determined by the Acquirer, settlement may be withheld until an investigation has been concluded, or d) Where the Acquirer reasonably believes that amounts to be received in respect of Transactions within the next few weeks will not cover Merchant s liabilities in that period, including but not limited to any Fees as well as any Chargebacks or Refunds, settlement may be withheld until the Acquirer is satisfied that amounts to be received in respect of Transactions within the next few weeks will sufficiently cover Merchant s liabilities in that period. e) In case of the Merchant suffering financial difficulties which could, in the opinion of the Acquirer acting in its sole discretion, cause the Acquirer to suffer loss, settlement may be withheld until such financial difficulties have been resolved. The period for withholding payment is to be determined by the Acquirer in its sole discretion. 7. Deduction and Set-Off 7.1 The Acquirer shall deduct from, or add to in the case of an adjustment in favor of the Merchant, the Transaction Value of Transactions the following amounts to the extent that they have not previously been paid by the Merchant to the Acquirer, or, in the case of an adjustment in favor of the Merchant, by the Acquirer to the Merchant: a) The Fees; b) Any amounts resulting from Chargeback action; c) Refunds; d) Relevant Tax; e) Any amounts funding the Reserve Account; f) Any claim which the Acquirer may have against the Merchant as a result of the Merchant s violation of the International Merchant Agreement or the Card Scheme Rules; g) Any claim which the Acquirer may have against the Merchant as a result of the Merchant s excessive activity; h) Adjustments in the event of incorrect settlement or breaches of the provisions of the International Merchant Agreement. All adjustments made pursuant to this Section shall be documented in writing by the Acquirer. All amounts deducted from, or added to, the Transaction Value pursuant to this Section shall be deemed to have been paid on the date such deduction is made. 7.2 The Acquirer shall, without any requirement of having given prior notice, be entitled to set-off against any of the Merchant s liabilities to the Acquirer under this International Merchant Agreement any of the Merchant s credit balances on any of the Merchant s account(s) with the Acquirer or in the Merchant s name and any Settlement Value payable to the Merchant. 7.3 Should a breach by the Merchant of the terms of the International Merchant Agreement, these Terms and Conditions and/or the Card Scheme Standards be established to have occurred or be occurring, the Acquirer is authorized to set off any settlement amounts owed to the Merchant by the Acquirer, against any amounts owed to the Acquirer by the Merchant as a result of such breach The Merchant has no right to set off or to withhold payments to the Acquirer in connection with any amount due to the Merchant by the Acquirer. 8. Reserve Account and Risk Provision 8.1 The Acquirer may establish a Reserve Account to ensure the Acquirer s recovery of any liabilities owed to it or reasonably anticipated to be owed to it by the Merchant pursuant to the International Merchant Agreement. Such liabilities include, without limitation and not limited to, all liabilities in respect of actual and/or potential post-termination Chargebacks, posttermination fees, as well as all Fees and indemnifications due or anticipated to be due to the Acquirer from the Merchant. The Acquirer may use funds in the Reserve Account to pay any Fees and other amounts owed to it by the Merchant. The Reserve Account will not bear interest. The Acquirer s rights with respect to the Reserve Account shall survive the termination of the International Merchant Agreement. 8.2 During the term of the International Merchant Agreement, the Acquirer shall deduct a certain percentage of the Transaction Value of all Transactions, as specifically set forth in the International Merchant Agreement (the Reserve Account Deduction ), to fund the Reserve Account. The Reserve Account Deduction for all Transactions within a calendar month shall be released to the Merchant on the last Banking Day of the next calendar month after six (6) calendar months have passed from the last day of the calendar month in which the Transaction occurred. For example, reserve funds accumulated in May, to the extent not used to fund/pay Chargebacks, Refunds, Fees or other amounts owed by the Merchant to the Acquirer, will be released to the Merchant no later than December 31st. The Acquirer will release amounts from the Reserve Account to the Merchant in the most expedient and practical method available to the Acquirer. Notwithstanding Section 8.1 above the Acquirer will continue to release the Reserve Account Deduction in the manner described above, to Page 8 of 12 Version

9 the Merchant on a monthly basis after this Agreement is terminated. 8.3 The Acquirer may raise the percentage of the Reserve Account Deduction, if the Merchant s actions give the Acquirer grounds to believe that the current Reserve Account Deduction and amounts accruing in the Reserve Account may not sufficiently cover amounts which the Merchant may owe to the Acquirer. Grounds for an increase in the percentage of the Reserve Account Deduction may include but are not limited to Merchant s Excessive Activity as determined by the Acquirer, increase in volume above Merchant estimation, warnings or assessments from the Card Schemes and any significant deterioration of the Merchant s financial standing. 8.4 The Merchant grants the Acquirer a security interest over all amounts in the Reserve Account for payment of all liabilities owed by the Merchant to the Acquirer and such security interest is accepted by the Acquirer. 8.5 To the extent amounts in the Reserve Account and the Settlement Value of Transactions are not sufficient to pay any Fees, other Deductions or other amounts owed by the Merchant to the Acquirer, the Merchant will make payment of such outstanding amounts immediately on request. 8.6 As part of the initial underwriting and on-going risk management process the Acquirer may request that the Merchant provides further financial guarantees. 9. Record Retention and Retrieval 9.1 The Merchant shall retain original legible copies of all Transaction Receipts, Customer Order Letters, electronic data records and/or Credit- Refund Vouchers with respect to Transactions submitted and any subsequent refunds made pursuant to the International Merchant Agreement and these Terms and Conditions for a period of three (3) years. The Merchant shall under no circumstances store CVC2/CVV data in any manner or for any purpose. 9.2 The Acquirer may from time to time request the Merchant to provide copies of Transaction Receipts, Customer Order Letters, electronic data records and/or Credit-Refund Vouchers with respect to Transactions submitted and any subsequent refunds made pursuant to the International Merchant Agreement and these Terms and Conditions. The Merchant will provide such copies to the Acquirer within twenty (20) Banking Days of such request being received by the Merchant from the Acquirer. The Acquirer reserves the right to withhold payment or re-claim the amount of any transactions where the Merchant is unable to provide sufficient proof of legality of said transaction. 10. Chargebacks 10.1 The Merchant will be notified of any Chargeback made to him in respect of any Transaction made. If the Merchant wishes to file a dispute it must notify the Acquirer within seven (7) days of receiving such notice of any Chargeback The Acquirer will keep Chargeback documents for 45 Calendar Days from the Chargeback date, during which time documents shall be made available to the Merchant upon request The Acquirer shall make available to the Merchant all such relevant information and reasonable assistance as may be requested by the Merchant for the purpose of recovering any payment due in respect of a Transaction that has been charged back Should the Acquirer be fined by the Card Schemes as a result of the Merchant s Chargeback ratio to total sales being above levels acceptable to the Card Schemes, fines, cost or fees shall be borne by the Merchant and subtracted from the Merchant s settlements and/or Reserve Account. 11. Use of the Card Scheme and Member Marks 11.1 Unless otherwise agreed with the Acquirer, the Merchant agrees to display and exhibit (and keep displayed and exhibited) in a prominent position to the public such promotional sign or other material approved by the Acquirer and may use names or designs approved solely by the Acquirer to indicate which Cards are accepted for payment, which shall be displayed at least as prominently as other Card Scheme promotional sign or other material. The Merchant shall not use any other material referring to the Acquirer or to the Card Schemes without the Acquirer's approval. The Acquirer represents that it is the registered user of Card Schemes service marks or logos and agrees that it will indemnify and hold the Merchant harmless from and against all claims arising out of the use by the Merchant of such service marks or logos in accordance with the terms of the International Merchant Agreement and the Card Scheme Standards The Merchant is not required to display promotional signs or such other material if it is not engaged in selling services or goods to the general public or such practice is strictly prohibited by trade association rules. 12. Merchant s Website 12.1 If the Merchant is authorized to submit Card Not Present Transactions and accepts card payments through a website, such website must contain: The Card logos in full color to indicate Card acceptance. Complete description of the goods or services offered for sale by the Merchant on its website. Return/refund policy. click to accept button, or other acknowledgement, evidencing that the Cardholder has accepted the return/refund policy. Information on customer service contact, including electronic mail addresses or telephone number. The address of the Merchant s permanent establishment. Information on transaction currency. Information on export restrictions (if known). Page 9 of 12 Version

10 Delivery policy. Privacy policy. Disclosure of the country in which the Merchant outlet is located at the time of presenting payment options to the Cardholder. Security capabilities and policy for transmission of payment card detail. Display of Merchant s terms and conditions during the order process either: On the same screen used as the checkout screen indicating the total transaction amount; or Within the sequence of web pages accessed by the Cardholder prior to the final checkout The Acquirer may require that a Merchant that accepts card payments through a website participates in the 3D Secure system. 13. Special Requirements for Casino/ Gambling Merchants 13.1 If the Merchant operates a casino or other gambling operations he must have a valid license or other appropriate authority for its operations under the local laws of the country where the Merchant has its principal place of business In addition to the website requirements in Section 12.1 here above, an internet casino/gambling Merchant must provide the following information on its website: The statement Internet Gambling may be illegal in the jurisdiction in which you are located; if so, you are not authorized to use your payment card to complete this transaction. A statement of the Cardholder s responsibility to know the laws concerning online gambling in its or her country of domicile. A statement prohibiting the participation of minors. A complete description of all of the following: Rules of play Cancellation policies; and Pay-out policies A statement recommending that the Cardholder retains a copy of Transaction Receipts and Merchant policies and rules; and An Acquirer numeric identifier The Merchant shall request that Cardholders identify the state or foreign country where they are physically located at the time of the transaction. The Merchant must record the response and retain it, along with the Cardholder s account number, the transaction amount, and the date. This information must be retained for a minimum of one (1) year from the transaction date and provided to the Acquirer on request Internet casino/gambling Merchants may not credit winning or unspent chips or other value usable for gambling except if they have previously been accepted by the Acquirer to disburse winnings or unspent chips to Visa cards through Original Credit and to MasterCard cards through MasterCard payments of winnings program. Internet casino/gambling Merchants that have been accepted by the Acquirer to disburse winnings or unspent chips to Visa cards through Original Credit and to MasterCard cards through MasterCard payments of winnings program shall make payments in respect of winnings or unspent chips through their Gambling Refund Account. The Merchant shall fund the Gambling Refund Account in advance either by wire transferring funds to the Acquirer or by instructing the Acquirer to deposit into the Gambling Refund Account settlement funds due from the Acquirer to the Merchant according to the International Merchant Agreement. As it is the Merchant s responsibility to provide sufficient funds, all requests for credit when funds of the Gambling Refund Account are insufficient or are lacking will be declined by the Acquirer. The Acquirer s rights with respect to the Gambling Refund Account shall survive the termination of the International Merchant Agreement until all Transactions which may require the disbursement of winnings or unspent chips have been completed and can no longer give rise to a claim from the Cardholder for the disbursement of winnings or unspent chips. 14. Liability 14.1 The Merchant agrees to indemnify and hold the Acquirer harmless from and against any loss, claim, action, injury, liability, fine, penalty or expense (including reasonable legal costs) incurred by the Acquirer arising out of or in connection with anything negligently, intentionally, wrongfully or illegally done or omitted to be done by the Merchant, its agents or representatives (or the employees of any of the foregoing) in connection with the International Merchant Agreement. The Merchant acknowledges that the indemnity contained in the preceding sentence is in addition to and does not limit any general legal rights that the Acquirer may have for breach of contract by the Merchant, including but not limited to the right to recover damages The Merchant agrees that the Acquirer shall be entitled in its reasonable discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against it and shall be under no liability in respect thereof to the Merchant The Merchant acknowledges that in no circumstances shall the Acquirer be liable to the Merchant for any consequential damages (including but not limited to loss of profits). The Merchant furthermore acknowledges that, except in relation to the Acquirer s obligation to pay the Settlement Value of Transactions when due, the Acquirer s total liability for all losses, claims or damages arising out of any breach of the International Merchant Agreement by the Acquirer shall be limited to the amount of Fees received by the Acquirer from the Merchant in the twelve (12) months preceding such breach. 15. Assignment 15.1 The Merchant may not assign or transfer all or any of its rights or obligations according to the International Merchant Agreement without the prior written consent of the Acquirer. Page 10 of 12 Version

11 15.2 The Acquirer may assign or transfer its rights and obligations under the International Merchant Agreement without any requirement of consent from the Merchant. The Acquirer also reserves the right to fulfil any of its duties and powers under this Agreement by the use of agents and sub-contractors. Any such agent or sub-contractor set by the Acquirer must at all times operate under the identity of the Acquirer, who shall be the responsible party for the contractual relationship with the Merchant. 16. Term and Termination 16.1 The International Merchant Agreement shall commence on the date of signing of the International Merchant Agreement or as soon thereafter as both parties may otherwise agree in writing and shall remain in force until terminated by either party in accordance with its terms or deemed null and void The International Merchant Agreement may be terminated without cause by either party having given not less than thirty (30) days written notice to the other, or by the International Merchant Agreement being superseded by the signing of a new agreement The parties agree that either party ( Party A ) may terminate the International Merchant Agreement immediately upon written notice to the other party ( Party B ) in the event that: a) Payment pursuant to the International Merchant Agreement has not been made by Party B on the due date and such breach has been remedied within fourteen (14) days of Party A giving Party B notice thereof; and/or b) Party B breaches any other terms of the International Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within fourteen (14) days of being notified thereof, provided that, in the case of nonmaterial breaches only, Party B shall have thirty (30) days following receipt of such notice to remedy the breach; and/or c) Party B repudiates any terms of the International Merchant Agreement thereto; and/or d) Any one or more of the following occurs in respect of Party B: 1. An order is made or resolution passed for the winding up of Party B, 2. Party B ceases to conduct business, 3. A petition is presented for an administration order in respect of Party B, 4. Party B s directors made a proposal for a voluntary arrangement, 5. Party B makes or seeks to make any composition or arrangement with its creditors, 6. Party B is unable to pay its debts, 7. An encumbrancer takes possession of, or a receiver or an administrative receiver is appointed over any of Party B s assets, 8. A receiver, administrator or manager is appointed in respect of all or any part of the property or undertaking of Party B, or 9. Any event analogous to any of the foregoing occurs in any jurisdiction in relation to Party B The Acquirer may terminate the International Merchant Agreement immediately upon written notice to the Merchant in the event that: a) There is a material change in the nature of the Merchant s business; and/or b) The Merchant sells all or a substantial portion of its assets; and/or c) The Merchant merges with another entity and/or there is a change of control of the Merchant; and/or d) The Merchant is found to be in breach of the Card Scheme Standards, applicable laws or regulation; and/or e) The Merchant, whether through its action or omission, does anything which the Acquirer reasonably believes is detrimental to the Acquirer s brand, image or reputation; and/or f) Any other event or series of events whether related or not (including, without limitation, irregular card sales, Excessive Activity and/or Refunds, indications of fraudulent Transactions, any material adverse change in the business assets or financial condition of the Defaulting Party) occurs which, in the opinion of the Acquirer, with reference where relevant to its risk policy, may affect the ability of the Merchant to comply with any or all of its obligations pursuant to the International Merchant Agreement If the Acquirer terminates the International Merchant Agreement pursuant to Section 16.3 or 16.4, the Merchant acknowledges that the Acquirer may be required to report information about the Merchant to the Card Schemes. The Merchant hereby agrees that it consents to such reporting by the Acquirer and shall have no claim against the Acquirer in respect of such reporting In no case shall termination, however occurring, affect any liabilities incurred or arising on or prior to or relating to events occurring on or prior to termination. Termination of the International Merchant Agreement shall not affect the Reserve Account or the Gambling Refund Account which shall continue to operate, and in respect of which the Acquirer will maintain its rights, in accordance with Sections 8 and 13 respectively after termination Following termination of the International Merchant Agreement the provisions of Sections 2, 9, 13.3 and 14 of these Terms and Conditions as well as the governing law and dispute resolution provisions of the International Merchant Agreement and any other provisions which by implication survive termination shall remain in full force and effect. 17. Amendments 17.1 The Merchant agrees that the Acquirer may amend the International Merchant Agreement and these Terms and Conditions from time to time. A notification by in accordance with the terms of the International Merchant Agreement shall be sufficient notice and shall bind the Merchant. Any such amendment shall become effective thirty (30) days after receipt of the notification. Page 11 of 12 Version