Skip to main content
You are viewing content for . View content for other locations.
×

Braintree Payments Homepage

In order to receive the services supplied by PayPal and First Data Merchant Services, this Merchant Declaration and Agreement shall be agreed and signed by you as the Merchant and dated on the day of signature:

Recitals:

a. You applied to PayPal Pte. Ltd. (a company incorporated in Singapore whose company number is 200509725E and whose registered address is at 5 Temasek Boulevard #09-01 Suntec Tower 5 Singapore 038985) (“PayPal”) to receive certain services related to payment execution processing (the “PayPal Services”) as set out in particular in the Braintree Payment Services Agreement between You and PayPal dated on or about the date of this Merchant Declaration (the “Braintree Agreement”).

For merchants with accounts registered in Singapore:

b. In connection with the Payment Processing Services, First Data Merchant Solutions Private Limited (a company incorporated in Singapore whose company number is 200616768 and whose registered address is at 150 Beach Road, #04-05, Gateway West, Singapore 189720) (“First Data Merchant Solutions”) agrees to provide to you certain payment acquiring services (the “FDMS Services”) as set out in particular in the First Data Merchant Solutions merchant processing agreement between First Data Merchant Solutions and you attached hereto in the Annex (the “FDMS Agreement”) (PayPal and First Data Merchant Solutions collectively, the “Service Providers”).

For merchants with accounts registered in Malaysia:

b. In connection with the Payment Processing Services, First Data Merchant Solutions (Malaysia) SDN. BHD (a company incorporated in Malaysia whose company number is 747854A and whose registered address is at Suite 12-03, Level 12 Centrepoint South, Mid Valley City, Kuala Lumpur) (“First Data Merchant Solutions”) agrees to provide to you certain payment acquiring services (the “FDMS Services”) as set out in particular in the First Data Merchant Solutions merchant processing agreement between First Data Merchant Solutions and you attached hereto in the Annex (the “FDMS Agreement”) (PayPal and First Data Merchant Solutions collectively, the “Service Providers”).

c. This Merchant Declaration and Agreement governs how the PayPal Services and the FDMS Services (each a “Service” and collectively, the “Services”) are to be provided and to clarify the Parties’ rights and obligations under each of the Braintree Agreement and the FDMS Agreement (each an “Agreement” and collectively, the “Agreements”). In consideration of their mutual promises the Parties (each of you, First Data Merchant Solutions and PayPal) agree as follows:

1. General

1.1 All capitalized terms not defined herein shall have the meaning set out in the Braintree Agreement.

2. Provision of the Services Under the Agreements

2.1 During such time as both Agreements are concurrently in effect: 2.1.1 Should PayPal establish a Reserve, First Data Merchant Solutions shall settle any amounts subject to such Reserve with PayPal, notwithstanding its right to delay settlement. First Data Merchant Solutions shall not establish a Reserve. 2.1.2 In consideration of the Service Providers providing the Services under the Agreements, you shall pay to PayPal the fees as described in the Braintree Agreement. First Data Merchant Solutions shall not charge you fees or change your fees. 2.1.3 All communication relating to the Agreements shall be between You and PayPal directly and shall not be between You and First Data Merchant Solutions including communications relating to fees, chargebacks, other debits, and disputes. First Data Merchant Solutions shall settle net amounts due to you in accordance with PayPal’s instructions and on behalf of PayPal. 2.2 Should any provision of the FDMS Agreement conflict with a provision of the Braintree Agreement, the Braintree Agreement shall prevail. 2.3 Should any provision of this Merchant Declaration and Agreement conflict with a provision of the FDMS Agreement, such provision of this Merchant Declaration and Agreement shall prevail. 2.4 For the avoidance of doubt any obligation to provide the Services shall be subject at all times to satisfactory completion of KYC and compliance checks by PayPal and First Data Merchant Solutions in accordance with their regulatory requirements.

3. Termination

3.1 The Parties agree that this Merchant Declaration and Agreement and the FDMS Agreement shall terminate without further action of the Parties on the date on which the Braintree Agreement terminates or expires, as applicable.

4. Third Party Rights

4.1 Nothing in this Merchant Declaration and Agreement shall be construed as creating any right whatsoever (including but not limited to any enforcement right) for the benefit of a person who is not a Party.

5. Counterparts

5.1 This Merchant Declaration and Agreement may be executed in counterparts and each counterpart shall be deemed as original hereof.

6. Governing Law and Jurisdiction

For merchants with accounts registered in Singapore:

6.1 This Merchant Declaration and Agreement and any non-contractual obligations arising out of or in connection with this Merchant Declaration and Agreement shall be governed by and construed in accordance with the laws of Singapore without giving effect to its conflict of laws principles. 6.2 The courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Merchant Declaration and Agreement or its subject matter or formation (including non-contractual disputes or claims). In witness whereof the Merchant has caused this Merchant Declaration and Agreement to be signed as follows. Entry by PayPal into the Braintree Agreement shall be deemed to constitute entry by PayPal into this Merchant Declaration and Agreement. Acceptance of a transaction from You shall be deemed to constitute entry by FDMS into this Merchant Declaration and Agreement and the FDMS Agreement set out in the Annex. Entry by You into this Merchant Declaration and Agreement shall be deemed to constitute entry by You into the FDMS Agreement set out in the Annex.

For merchants with accounts registered in Malaysia:

6.1 This Merchant Declaration and Agreement and any non-contractual obligations arising out of or in connection with this Merchant Declaration and Agreement shall be governed by and construed in accordance with the laws of Malaysia without giving effect to its conflict of laws principles. 6.2 The courts of Malaysia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Merchant Declaration and Agreement or its subject matter or formation (including non-contractual disputes or claims). In witness whereof the Merchant has caused this Merchant Declaration and Agreement to be signed as follows. Entry by PayPal into the Braintree Agreement shall be deemed to constitute entry by PayPal into this Merchant Declaration and Agreement. Acceptance of a transaction from You shall be deemed to constitute entry by FDMS into this Merchant Declaration and Agreement and the FDMS Agreement set out in the Annex. Entry by You into this Merchant Declaration and Agreement shall be deemed to constitute entry by You into the FDMS Agreement set out in the Annex.

Annex

For merchants with accounts registered in Singapore:

This Agreement is entered into between First Data Merchant Solutions Private Limited (a company incorporated in Singapore whose company number is 200616768 and whose registered address is at 150 Beach Road, #04-05, Gateway West, Singapore 189720 (referred to as “FDMS”, “us”, “we” or “our” in this Agreement) and you, as the Merchant (referred to as “you” or “your” in this Agreement).

For merchants with accounts registered in Malaysia:

This Agreement is entered into between First Data Merchant Solutions (Malaysia) SDN. BHD (a company incorporated in Malaysia whose company number is 747854A and whose registered address is at Suite 12-03, Level 12 Centrepoint South, Mid Valley City, Kuala Lumpur) (referred to as FDMS”, “us”, “we” or “our” in this Agreement) and you, as the Merchant (referred to as “you” or “your” in this Agreement).

General Terms

1. Processing Requirements

1.1 Your obligations

A. During the term of this Agreement, we will provide you with the Services subject to the terms and conditions of this Agreement.

B. You agree:

1.2 Transaction procedures

A. You must follow all procedures and requirements relating to Card transactions set out in this Agreement, including complying with the Operating Procedures and applicable Association Rules, as amended from time to time. Please take the time to read the Schedule 1 Operating Procedures, as they set out important information regarding the processing of Card transactions. If there are any inconsistencies between the General Terms and the Schedule 1 Operating Procedures, the General Terms prevail.

B. To process transactions correctly:

C. Without prejudice to the generality of the aforesaid, you must not allow the use of the Card for transactions forbidden by the Card Association's operating regulations including but not limited to:

1.3 Transaction records

You must:

1.4 Invalid transactions

A transaction is invalid and may be a Charged Back if:

You must not issue a credit which does not have a previous offsetting sale. Our record of each Authorisation code issued and of the amount authorised under a transaction shall be conclusive for all purposes and intents in the absence of manifest error. However, the requirement of authorisation is solely for our protection and does not constitute any warranty or representation by, or give rise to any variation, waiver or estoppel of whatsoever nature against us, in relation to any transaction.

1.5 Floor limit

2. Intentionally Left Blank

3. Settlement of Card Transactions

4. Charge Cards

5. Information

5.1 Cardholder information

5.2 Your information

5.3 Confidential Information

You and we agree to keep all Confidential Information of the other of you and FDMS, including the terms of this Agreement, confidential and to only use and disclose Confidential Information of the other of you or either of us as required for the purposes of this Agreement.

This clause shall survive termination or expiry of this Agreement.

6. Fees

7. Taxes

8. Chargebacks

8.1 Chargebacks and other liabilities

8.2 Debits and set off

We may as relevant (and you agree to do all acts and execute all relevant documents for the following purposes):

8.3 Security

We may from time to time request security from one or more of you or a guarantor to secure performance of your obligations under this Agreement. You agree to do all things necessary to put in place enforceable security as requested by us.

8.4 Reserve account

8.5 Delayed Settlement

8.6 Financial and Other Information

9. Ending the Agreement

9.1 Termination

9.2 Effect of termination

Any termination of this Agreement does not affect the rights and obligations of any party that have accrued before the termination.

10. General Provision

10.1 Limitation of Liability

10.2 Assignments

10.3 Compliance with Laws

In performing its obligations under this Agreement and the Merchant Declaration and Agreement, each party agrees to comply with all laws, regulations and rules applicable to it, including without limitation, the Association Rules and mandatory online payment standards.

10.4 Force Majeure

Except in respect of your obligations under the Schedule 1 Operating Procedures, no party shall be liable for any default or delay in the performance of its obligations under this Agreement and the Merchant Declaration and Agreement if and to the extent such default or delay is caused, directly or indirectly, by:

10.5 Notices

10.6 Consents

A party may conditionally or unconditionally give or withhold any consent to be given under this Agreement and is not obliged to give its reasons for doing so.

10.7 Amendment

We may vary any provision of this Agreement, including the Schedule 1 Operating Procedures by giving you written notice. If the variation:is of a general nature, it will start and be binding on you on the date you receive the notice (or such later date that we state in the notice).

10.8 Severability

The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, it is severed and the remaining provisions remain valid and enforceable.

10.9 Waiver

If we do not enforce a right for breach of this Agreement, this does not mean that we have waived our rights for that or any other breach.

10.10 Governing Law

For merchants with accounts registered in Singapore:

This Agreement is governed by the laws of Singapore. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Singapore.

For merchants with accounts registered in Malaysia:

This Agreement is governed by the laws of Malaysia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Malaysia.

10.11 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any previous agreements and understandings. If this Agreement is provided in a language other than English and there is a discrepancy between the English version and your local language version, the English version prevails.

10.12 No partnership Nothing in this Agreement constitutes you and us as partners, joint venture parties or principal and agent, unless otherwise stated.

10.13 Representations You represent to us the following:

All representations by you are deemed to be repeated on each day during the term of this Agreement.

10.14 Further Agreements

You shall execute such other agreements as we may in our absolute discretion deem necessary for you to carry out your obligations under this Agreement upon notification from us.

10.15 Cardholder Complaints

10.16 Indemnities and Expenses

11 Anti-money Laundering and Counter Terrorism Financing

Glossary

As used in these General Terms, the following terms mean as follows:

Agreement The agreement between the Merchant and FDMS comprising the Merchant Processing Application, the General Terms (including the Schedule 1 Operating Procedures), the Privacy Statement and Consent and all documents incorporated by reference (including the Association Rules), each as amended from time to time.

Association Any entity formed to administer and promote Cards, including without limitation Mastercard International Inc, Visa International Association, China CUP Company Limited, JCB International Co., Ltd and any applicable Debit networks.

Association Rules The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Association.

Authorisation The confirmation by the card Issuer that the card number exists and that enough funds are available to allow the transaction to go ahead.

Business Day A day other than Saturday or Sunday or public holiday in the country indicated in Part A of the Merchant Declaration and Agreement, except in Bangladesh where it is a day other than a Friday, Saturday or public holiday in Bangladesh.

Card A Credit Card or Debit Card specified on the Merchant Declaration and Agreement as amended from time to time.

Cardholder Means the individual whose name is embossed on a Card and any authorised user of such Card.

Change in Control Any of the following:

Chargeback The reversal of a Sales Receipt (or other indicia of a Card transaction) and reversal of any associated credit to your Settlement Account because a Cardholder or Card Issuer disputes the transaction or which is required by the Association Rules or can be reversed under the Schedule 1 Operating Procedures.

Charge Card A card issued by a Charge Card Association.

Charge Card Association American Express Company, Diners Club International Ltd, JCB International Co., Ltd and any other such charge card associations agreed by the parties.

Confidential Information Any information relating to the business of FDMS or you or concerning the financial transactions or affairs or the identity of any of them or a Cardholder or the details of a Card transaction and any relevant Association Rules.

Credit Card A valid Card bearing the service mark of Visa or Mastercard or CUP or JCB (and any other card agreed by the parties), the use of which accesses the Cardholder’s credit facility or a debit facility through one of the credit card schemes.

Credit Receipt A document (for CUP transactions in the form provided by FDMS from time to time) evidencing the return of merchandise by a Cardholder to a Merchant, or other refund made by the Merchant to the Cardholder.

CUP Card Programme means the financial services Card programme administered by China UnionPay Company Limited.

Discount The amount calculated in the manner and at the rate notified by us from time to time, which we are entitled to deduct from the value of the valid sales and cash out transactions presented to us in accordance with this Agreement, including terminal rental fees, prior to payment of the balance to You.

Debit Card A valid Card the use of which accesses the Cardholder’s cheque or savings account facility made available by the Cardholder’s Issuer.

Employees Employees, contractors, officers, agents and secondees.

Face Amount means the original face amount of the Foreign Transaction in your local currency prior to conversion to an Approved Currency.

First Data Merchant Solutions, FDMS, Us, We means the relevant First Data Merchant Solutions entity in each of the countries as listed in the Privacy Statement and Consent.

Floor Limit means the amount of a transaction or series of transactions made with a Card by one Cardholder in one day at any one service outlet or department or a service outlet operated by the Merchant in excess of which the Merchant must seek specific authorisation from FDMS prior to completing the relevant transaction.

Foreign Cardholder means a Cardholder, whose Card is denominated in an Approved Currency.

Foreign Transaction means transaction between you to a Foreign Cardholder (excluding Cards from Issuers excluded from DCC by us or an Association), as more specifically provided in this Agreement.

General Terms The terms and conditions set out in this document, as amended from time to time.

Insolvency Event Any of the following:

Issuer Cardholder’s bank, or the bank which has issued a Card to an individual.

Merchant The party identified as “Merchant” on the Application. The words “you” and “your” refer to Merchant.

Merchant Incentive means the amount if any specified in the Merchant Declaration and Agreement as an incentive for your participation in DCC.

Merchant Processing Application Form The application form signed by the Merchant and PayPal Pte. Ltd..

Operating Procedures The manual attached as Schedule 1 to this document containing operational procedures, instructions and other directives relating to Card transactions, as amended from time to time.

PCI means PCI Co Limited, the promulgator of Credit Card information security requirements for Visa and Mastercard Cardholder and transaction information.

Privacy Law Any statute, regulation, guideline or quasi legislative instrument having the force of law that regulates the collection, use, storage or disclosure of personal information about an identifiable individual, any common law privacy obligations.

Sales Receipt Evidence of a purchase of goods or services by a Cardholder from a Merchant using a Card, (regardless of whether the form of such evidence is in paper, electronic or otherwise) which conforms to Association Rules and unless otherwise indicated to the contrary, includes EDC Sales Receipt by which a party is bound and any industry code (whether voluntary or not) by which a party is bound.

Schedule 1 to this document containing operational procedures, instructions and other directives relating to Card transactions, as amended from time to time.

Services The activities undertaken by FDMS to authorise, process and settle all Credit Card transactions and Debit Card transactions under taken by Cardholders at the Merchant’s location(s) in the country specified in Part A of the Merchant Declaration and Agreement, and all other activities necessary for FDMS to perform the functions required by this Agreement for all other Cards covered by this Agreement (including where applicable, the provision and maintenance of Supplied Equipment).

Settlement Account Means the account referred to in clause 3(b).

Taxes includes (without limitation) all taxes (including goods and services or value added taxes), levies, duties, imposts, charges and withholdings of any nature whatsoever, and of any jurisdiction, together with all penalties, charges and interest relating to any of them or to any failure to file any return required for the purposes of any of them.

Taxes Act means the statute, regulation, guideline or quasi legislative instrument having the force of law that regulates the assessment and collection of Taxes in your country.

You, Your The Merchant and where the context prescribes a procedure includes your Employees, agents and contractors.

Schedule 1 Operating Procedures

Part A: Credit Cards

We provide processing services to facilitate the passage of your Sales Receipts back to the thousands of institutions who issue the Mastercard® and Visa® and CUP and JCB Cards carried by your customers. This part of the Operating Procedures describes the procedures and methods for submitting Credit Card transactions for payment, obtaining Authorisations, responding to Chargebacks and Media Retrieval requests, and other aspects of the operations of our services.

They seek to provide you with the principles for a sound Card program. They are designed to help you decrease your Chargeback liability and train your Employees.

The Operating Procedures contained in this part focus primarily on the Mastercard, Visa Associations’ operating rules and regulations. In the event we provide Authorisation, processing or settlement of transactions involving Cards other than Mastercard and Visa, you should also consult those independent Card Issuers’ proprietary rules and regulations.

The requirements set out in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by the laws of the country specified in the Merchant Declaration and Agreement.

1. Mastercard and Visa and CUP and JCB Cards Acceptance

RECURRING TRANSACTION AND PREAUTHORISED ORDER REGULATIONS

HONOURING CARDS

The following rules are requirements strictly enforced by Visa or Mastercard or JCB:

Failure to comply with any of the Association Rules may result in fines or penalties.

DEPOSITS OF PRINCIPALS

You are prohibited from depositing transactions originating from Cards of owners, partners or officers of your business establishment except for transactions that are routine in type, size and frequency for your business and that represent actual sales of goods or services. Submission of sales transactions on Cards in order to obtain a cash advance is strictly prohibited and may result in immediate cancellation of your account.

DISPLAYS AND ADVERTISING

You must display appropriate Visa or Mastercard or CUP or JCB and, if applicable, other Association decals and program marks on promotional materials as required by Association Rules. You may not indicate that Visa or Mastercard or CUP or JCB any other Association endorses your goods or services. You will permit any Issuer of CUP Cards to include the names and addresses of all or any sales/service outlets operated by you in any directories, guides or other promotional material (including but not limited to the Marketing Materials) used in connection with the CUP Card Programme

You confirm and acknowledge that all intellectual properties (including but not limited to trade mark) in the JCB Logo Mark, CUP symbol, the Visa symbol or the Mastercard symbol and in all the Marketing Materials which are produced and/or provided by JCB, CUP Visa and Mastercard are and shall remain the sole property of JCB, CUP, Visa and Mastercard respectively and for their branded Marketing Material. You have no right, interest and benefit of whatsoever nature in any of the intellectual properties (including but not limited to the trade mark) in the JCB Logo Mark, CUP symbol, the Visa symbol or the Mastercard symbol or in any of the Marketing Materials. You will not modify, alter and/or change and shall not apply and/or use, the JCB Logo Mark, the CUP symbol, the Visa symbol or the Mastercard symbol or in any of the Marketing Materials in any respect or any manner save and except as expressly permitted by and in strict accordance with the terms and conditions in this Agreement.

CASH PAYMENTS BY AND CASH DISBURSEMENTS TO CARDHOLDERS

You must not accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Sales Receipt; it is the right of the Card Issuer to receive such payments. You may not make any cash disbursements to a Cardholder as part of a Card transaction except to the extent expressly authorised by the Agreement or the Association Rules.

SUSPECT TRANSACTIONS

From time to time we will issue instructions, through terminals and/or verbal and/or written instructions, to you concerning the presentation by customers of cancelled Cards and situations where the presentation or use of a Card arouses suspicion that a Card may be being used improperly. You must comply with our general and specific instructions to obtain the return of or repossession of any Card. You must ensure in so doing that such return or repossession of any Card will not give rise to any claim against us.

2. Completion of Sales and Credit Receipts

3. INTENTIONALLY NOT USED

4. DATA SECURITY

OBLIGATIONS

Following is important information regarding the protection of cardholder data. Please review carefully as failure to comply can result in substantial fines.

VISA’S ACCOUNT INFORMATION SECURITY PROGRAM (“AIS”)

5. AUTHORISATIONS

GENERAL

AUTHORISATIONS VIA INTERNET

If you use the internet to obtain an Authorisation Approval Code, all sales should be authorised through the internet and the Authorisation Approval Code captured and recorded via the internet. Authorisations through other methods will result in additional charges to you.

6. SUBMISSION/DEPOSIT OF SALES AND CREDIT RECEIPTS

SUBMISSION OF SALES FOR MERCHANTS OTHER THAN YOUR BUSINESS

You may present for payment only valid charges that arise from a transaction between a bona fide Cardholder and your business. If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our agreement with you, then the transaction may be charged back, we may suspend or debit funds associated with all such transactions, and we may immediately terminate your account and the Agreement.

TIMELINESS

In order to receive funds same day (where applicable), all Sales and Credit Receipts must be properly completed and submitted daily. For CUP transactions (including the Merchant Deposit Slip), all Sales and Credit Receipts must be properly completed and submitted:

Late Submission of Sales or Credit Receipts may result in a Chargeback to you. If you have not received payment for submitted Sales Receipts after one (1) week from your normal payment date, contact Customer Service.

In respect of each completed Sales Receipt, provided that all the terms and conditions of this Agreement have been complied with by you, we will pay to you the transaction payment:-

We will notify you as soon as practicable (i) upon CUP’s refusal and/or delay in paying us the transaction value (or any part thereof); and/or (ii) if we are not satisfied that all the information in relation to a transaction for which you claim payment accords with our own records.

ELECTRONIC MERCHANTS: DAILY BATCHING REQUIREMENTS & MEDIA SUBMISSION

7. REFUNDS/EXCHANGES (CREDITS)

REFUNDS

a. You must promptly complete and submit a Credit Receipt (with your name, city, state and Merchant Account Number)for the total amount of the refund due a Cardholder. b. Full refunds must be for the exact dollar amount of the original transaction in the currency of the original transaction including tax, handling charges, etc. (You must identify the shipping and handling charges incurred.) c. A description of the goods or services is required. d. The transaction date of the Credit must appear on the Draft. e. All dollar amounts and other handwritten information must be clearly written. (Stray marks on the Credit Receipt will render it unscannable/ illegible.) f. Do not circle or underline any information on the Credit Receipt. g. Imprint the draft with the same Card used by the Cardholder to make the original purchase. Never give cash, cheque or in-store Credit refunds for Credit Card sales. You should not credit an account that differs from the account used for the original transaction. h. Have the Cardholder sign the Credit Receipt, give the Cardholder the appropriate copy, and deposit the Credit Receipt immediately. Failure to process a Credit within five (5) calendar days may result in a Chargeback. i. Authorisation is not required for refunds. j. You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own or a customer’s account. k. You are responsible for paying all refunds submitted to us on your merchant account. We assumes no responsibility for verifying any Credits or refunds. l. You are responsible to secure your terminals and terminal passwords and change to its default passwords and to institute appropriate controls to prevent Employees or others from submitting refunds that do not reflect bona fide returns or reimbursements of prior transactions.

EXCHANGES

a. No additional paperwork is necessary for an even exchange. Just follow your standard company policy. b. For an uneven exchange, complete a Credit Receipt (follow the procedures outlined in Section 9.1) for the total amount of only the merchandise returned. The Cardholder’s account will be credited for that amount. Then, complete a new Sales Receipt for any new merchandise purchased.

8. RETENTION OF RECORDS FOR RETRIEVALS AND CHARGEBACKS

RETAIN LEGIBLE COPIES

You must retain legible copies of all Sales and Credit Receipts or any other transaction records for a period of at least eighteen (18) months from the date of each transaction (for Visa and Mastercard) and 24 months (for CUP) and 36 months (for JCB) or any longer period as may be required by law or Association Rules from time to time.

PROVIDE SALES AND CREDIT RECEIPTS

You must provide all Sales and Credit Receipts or other transaction records recorded in accordance with the terms of this Agreement that may be requested by us within the lesser of five (5) Business Days or the short test time limits established by Association Rules. You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us.

ENSURE PROPER RETRIEVAL FULFILLMENT

To ensure proper Retrieval fulfillments and/or Chargeback processing, Sales and Credit Receipts must contain the full sixteen (16) digit account number and expiration date. Failure to retain this information could result in a future Chargeback to your account.

9. CHARGEBACKS

GENERALLY

Both the Cardholder and the Card Issuer have the right to question or dispute a transaction. If such questions or disputes are not resolved, a Chargeback may occur. A Chargeback is a Card transaction that is returned to us by the Card Issuer. As a result, we will debit your Settlement Account or settlement funds for the amount of the Chargeback. It is strongly recommended that, whenever possible, you contact the Cardholder directly to resolve a disputed transaction or Chargeback. You are responsible for all Chargebacks and related costs arising from your transactions.

TRANSACTION DOCUMENTATION REQUESTS

CHARGEBACK PROCESS

CHARGEBACK REASONS

The following section outlines the most common types of Chargebacks. This list is not exhaustive. For ease of understanding, we have combined like Chargebacks into seven groupings. We have included recommendations on how to reduce the risk of Chargebacks within each group. These are recommendations only, and do not guarantee that you will be able to prevent Chargebacks.

A. Authorisation Issues

The Following scenarios cold cause an Authorisation related Chargeback to occur:

To reduce your risk of receiving an Authorisation-related Chargeback:

The Credit Card should not be accepted for payment. Additionally, you can choose to retain the Credit Card and return it to the Acquirer for a reward. If you retain a JCB Card, you must return it to us as soon as possible, but in any case within 7 calendar days.

B. Cancellations and Returns

The following scenarios cold cause a cancellation and return related chargeback to occur

To reduce your risk of receiving a cancellation and return related Chargeback:

i. For recurring transactions – ensure your customers are fully aware of the conditions of this type of transaction. ii. Process Credits daily. iii. All Credits must be applied to the account to which the debit originally posted. iv. Pre-notify the Cardholder of billing within 10 days (domestic) and 15 days (international) prior to billing, allowing the Cardholder time to cancel the transaction. v. Do not continue to bill after proper cancellation or after receipt of Chargeback. vi. Ensure proper disclosure of your refund policy is on the Sales Receipt, the words “No Exchange, No REFUND,” etc. must be clearly printed on the Sales Receipt (or electronic equivalent, i.e., the receipt printed when a Card is swiped through a terminal) near or above the Cardholder’s signature. vii. Do not issue Credit in the form of a cheque. viii. Do not issue in-store or merchandise Credit. ix. For travel and entertainment transactions, provide the cancellation policy at the time of reservation. x. For Internet transactions ensure that there is an area on the web page where the Cardholder must acknowledge an understanding of the cancellation policy prior to completing the transaction.

C. Fraud

The following scenarios could cause a fraud related Chargeback to occur

To reduce your risk of receiving a fraud-related Chargeback:

D. Non Receipt of Goods and Services

To reduce your risk of receiving a Non Receipt of Goods and Services related Chargeback:

E. Processing Errors

The following scenarios could cause a processing error related Chargeback to occur

F. Quality of Goods and Services

The following scenarios could cause a Quality of Goods and Services related Chargeback to occur:

To reduce your risk of receiving a Quality of Goods and Services related Chargeback:

G. Non Receipt of Information

The following scenarios could cause a Non Receipt of Information related Chargeback to occur:

To reduce your risk of receiving a Non Receipt of Information related Chargeback:

10. OTHER DEBITS AND ADJUSTMENTS

10.1 DEBITS

We may also instruct and you hereby authorise us (and you agree to do all acts and execute all relevant documents to enable us) to instruct your bank to debit your Settlement Account or your settlement funds in the event we are required to pay Association fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement. The following is a list of reasons for other debits. We may add to or delete from this list as changes occur in the Association Rules or our operational requirements:

10.2 SUMMARY (DEPOSIT) ADJUSTMENTS/ELECTRONIC REJECTS

Occasionally, it is necessary to adjust the dollar amount of your summaries/Submissions (deposits) and credit or debit your Settlement Account or settlement funds accordingly. The following is a list of the most frequent reasons for Summary (Deposit) Adjustments/ Electronic Rejects:

10.3 Summary indicated credits, but no credit were submitted DISPUTING OTHER DEBITS AND SUMMARY ADJUSTMENTS

11. ACCOUNT MAINTENANCE

11.1 CHANGE OF SETTLEMENT ACCOUNT

If you change the Settlement Account in which you receive the proceeds of your transactions, you must call Customer Service or your Relationship Manager immediately. If you accept payment types other than Visa and Mastercard (such as the American Express Card), you are also responsible for contacting the Associations or companies governing those Cards to notify them of this change.

11.2 CHANGE IN YOUR DETAILS

A. If there is change in your legal entity name or structure, you must call Customer Service or your Relationship Manager and request a new Agreement. B. To change your company trading name, address or telephone/ facsimile number, you must send the request in writing to the address on your statement.

12. ASSOCIATION COMPLIANCE

Mastercard and Visa and where relevant for your country CUP and JCB, have established guidelines, merchant monitoring programs and reports to track merchant activity including, but not limited to excessive Credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions as identified by an Association or any related program or reports, you may be subject to:

13. MASTERCARD BUSINESS RISK ASSESSMENT AND MITIGATION

13.1 You must not submit for payment, any transaction that:

13.2 You agree that we must notify Mastercard if you process or intend to process transactions relating to Internet gambling or the non face to face sale of prescription drugs or tobacco products or such other business as Mastercard may advise from time to time.

13.3 If you process or intend to process any transactions listed in clause 13.2 above, on execution of this Agreement and once annually during the Term, you must allow us to view all such information as we reasonably request in order to obtain a written opinion from an independent, reputable and qualified legal counsel that the business carried on by you complies with all laws applicable to you, any of your prospective customers, us, the card issuer or Mastercard. You acknowledge that you will not be permitted to process transactions until such time as this opinion has been provided to the satisfaction of Mastercard each year during the Term.

13.4 In the event that we receive notification from Mastercard that you are alleged to have sold goods that infringe a third party’s intellectual property rights, we will notify you within five (5) business days of receiving such notice and you agree to provide us with all such information and records as are necessary to enable us to investigate the allegation and provide an appropriate response to both Mastercard and the person that alleged the infringement. You agree to indemnify us for all such loss and damage that we may sustain arising from or in connection with these allegations.

13.5 You acknowledge that we are required to regularly monitor your website to ensure that you are processing transactions in accordance with this Agreement, all applicable laws and Card Association Rules.

PART B: DEBIT CARDS

14. SPECIAL PROVISIONS FOR DEBIT CARD

14.1 DEBIT CARD ACCEPTANCE

All Debit Cards can be accepted. If the Debit Card is valid and issued by a participating network, you must comply with the following general requirements for all participating networks, in addition to the specific requirements of the network:

14.2 TRANSACTION PROCESSING

The following general requirements apply to all Debit Card transactions:

14.3 RECONCILIATION

Within one Business Day of the original transaction, you must balance each location to the system for each Business Day that each location is open.

14.4 ADJUSTMENTS

A. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error.

You will be responsible for all applicable adjustment fees that may be charged by a Debit Card network. Some networks may have established minimum amounts for adjustments.

B. There are several reasons for adjustments being initiated: * i. The Cardholder was charged an incorrect amount, either too little or too much. * ii. The Cardholder was charged more than once for the same transaction. * iii. A processing error may have occurred that caused Cardholder to be charged even though the transaction did not complete normally at the point of sale.

2.2 All parties involved in processing adjustments are regulated by time frames that are specified in the operating rules of the applicable Debit Card network and other applicable law.

PART C: GLOSSARY

As used in this these Operating Procedures, terms defined in the General Terms have the meanings set out in the General Terms and the following terms have the meanings set out below.

Authorisation Approval Code: A number issued to a participating merchant by the Authorisation Centre which confirms the Authorisation for a sale or service.

Authorisation Centre A department that electronically communicates a merchant’s request for Authorisation on Credit Card transactions to the Cardholder’s bank and transmits such Authorisation to the merchant via electronic equipment or by voice Authorisation.

Batch A single Submission to us of a group of transactions for settlement. A Batch usually represents a day’s worth of transactions.

Card Validation Codes A three-digit value printed in the signature panel of most Cards and a four-digit value printed in the front of an American Express Card. Visa’s Card Validation Code is known as CVV2; Mastercard’s Card Validation Code is known as CVC2. JCB’s Card Validation Code is known as CAV2. Card Validation Codes are used to deter fraudulent use of an account number in a non-face-to-face environment, (e.g. MOTOs and Internet orders), which must not be stored after Authorisation.

General Terms The terms and conditions set out in this document, as amended from time to time.

Imprinter A manual or electric machine used to physically imprint the merchant’s name and ID number as well as the Cardholder’s name and Card number on Sales Receipts.

Media The documentation of monetary transactions (i.e., Sales Receipts, Credit Receipts, computer printouts, etc.)

Merchant Identification Card A plastic embossed Card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Receipts. Embossed data includes Merchant Account Number, name and sometimes merchant ID code and terminal number.

Merchant Account Number (Merchant Number) A number that numerically identifies each merchant, outlet, or line of business to us for accounting and billing purposes.

PAN Truncation A procedure by which a Cardholder’s copy of a Sales or Credit Receipt will only reflect the first 6 and last 3 digits of the Card.

PIN A Personal Identification Number entered by the Cardholder to submit a Debit Card transaction.

Recurring Payment Indicator A value used to identify transactions for which a consumer provides permission to a merchant to bill the consumer’s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services.

Referral The message received from an Issuer requiring Authorisation to be obtained by means of a call to us or Voice Response Unit (VRU).

Resubmission A resubmission of a debit transaction (at the Merchant’s risk) that the Merchant originally processed as a Store and Forward transaction but received a soft denial from the respective debit network.

Retrieval Request/Transaction Documentation Request A request for documentation related to a Card transaction such as a copy of a Sales Receipt or other transaction source documents.

Sales/Credit Summary The identifying form used by a paper Submission merchant to indicate a Batch of Sales Receipts and Credit Receipts (usually one day’s work).

Store and Forward A transaction that has been authorised by a merchant when the merchant cannot obtain an Authorisation while the customer is present, typically due to a communications failure. The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored.

Submission The process of sending Batch deposits to us for processing, electronically or by mail.

Summary Adjustment An adjustment to your Submission and/or Settlement Accounts in order to correct errors.

By entering the Merchant Declaration and Agreement, you agree to the uses and disclosures of your personal information as set out in this Privacy Statement and Consent, which forms part of the Merchant Agreement.

IMPORTANT:

An individual who is an applicant, a proposed guarantor, a director of an applicant or guarantor company or account signatory must read this Statement. All Parts of this Statement apply to you.

If a company is an applicant or is proposed as a guarantor, a copy of this Statement must be read by each director unless we agree to it being signed by an authorised representative of the company. Parts 1, 2 and 4 of this Statement apply to any authorised representative.

This Statement explains how First Data Merchant Solutions (“us/we”) collect, use and disclose personal information. The uses and disclosures of personal information set out in this Privacy Statement and Consent remains subject to any prohibitions (except those capable of being overcome by consent) under laws applicable in the country corresponding to that in your trading address specified in Part A of the Merchant Processing Application Form or in your HQ / Corporate address specified in the same if your trading address is left blank.

“Personal information” is information about or which identifies individuals and includes without limitation trading history information. It includes information obtained from any source. Credit information (see Part 3) is a sub-set of personal information.

We will not use or disclose information collected about you otherwise than as set out in this Statement, for a purpose you would reasonably expect, a purpose required or authorised by law, or a purpose otherwise disclosed to, or authorised by, you.

This Statement also contains your consent for us to send communications about products and services including commercial electronic messages.

PART 1 – Personal information about third parties

You represent that, if at any time you supply us with personal information about another person (i.e. an individual – for example, a referee, a director, or a person to whom the payment is to be directed), you are authorised to do so and you agree to inform that person who we are, that we will use and disclose that personal information for the relevant purposes set out in Parts 2 and 3 below and that they can gain access to the information we hold about them in accordance with Part 4 below.

PART 2 – Uses and disclosures of personal information

A. Purposes for which we collect and use personal information: * i. Personal information about you which may at any time be provided to us in connection with the provision of acquiring services may be held and used by us to assess and process the Merchant Processing Application Form received from you, to establish, provide and administer the acquiring services and to consider and execute your instructions. * ii. You agree that, in assessing your Merchant Declaration and Agreement, we may seek and obtain from a credit reporting agency a commercial and or consumer credit report or opinion or bank reference about you, and may give personal or credit information about you to the credit reporting agency or us or another financial institution for this purpose. You agree to the exchange of information between us and to a credit reporting agency or another financial institution providing reports and information to us and to the credit reporting agency creating and maintaining a credit information file containing information about you. * iii. You also agree that personal information about you which may at any time be provided to us in connection with the acquiring services, including any commercial or consumer credit report we obtain about you, may be held and used by us for the purposes (as relevant) of: * assessing your merchant services application or whether we will accept and indemnity from you or any other person in relation to your merchant services facility; * providing the acquiring services to you; * complying with legislative and regulatory requirements or as otherwise permitted or authorised by law; * performing our administrative operations, including accounting, risk management, record keeping, archiving, systems development and testing, credit scoring and staff training; * managing our rights and obligations in relation to external payment systems e.g. Credit Card Associations and debit payment schemes; * conducting market or customer satisfaction research; * developing, establishing and administering alliances and other arrangements (including rewards programs) with other organisations in relation to the promotion, administration and use of our respective products and services; * developing and identifying products and services; and * iv. The collection of information about you is not required by law, but without it, we may not be able to provide you with the services for which application is made. * v. Where personal information, which we collect about you, is sensitive information (such as information about health status, religious belief, membership of a professional or trade association or a criminal record), by disclosing that information to us, you nevertheless consent to its collection by us.

B. Disclosure of personal information You agree that we may receive personal information about you from, and disclose it to the following, as appropriate, even if the disclosure is to an organisation located in another country which is not subject to the privacy obligations which are equivalent to those which apply to us:

PART 3 – What credit information can be disclosed?

Relevant Laws may allow us to disclose certain credit information about you.

Subject to restrictions under relevant laws in your country, the information about you that we disclose to credit reporting agencies is:

The credit information about you that we disclose to the other organisations listed in this Privacy Statement and Consent is the above information, together with any information contained in or derived from a credit report obtained from a credit reporting agency including information about your credit worthiness, credit standing, credit history or credit capacity but only to the extent permitted by law and/or regulation