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AIB Merchant Services Standard Terms and Conditions

A. The Bank is the member of the Schemes and is a party to this contractual relationship between you and AIB Merchant Services so that Merchant Services are provided to you in compliance with the Scheme Rules, which mandate that you have a direct contractual relationship with the Bank.

B. The Bank has sponsored AIB Merchant Services with the Schemes to enable AIB Merchant Services to provide the Merchant Services to you to the maximum extent permitted by law and by the Scheme Rules. Accordingly, references in these Terms and Conditions to “us” “we” “our” or “AIB Merchant Services” shall be a reference to AIB Merchant Services, except where the Scheme Rules and/or the laws applicable to the provision of the Merchant Services pursuant to the Agreement requires such reference to be to the Bank, in which case it shall be interpreted accordingly.

These Terms and Conditions have been drafted on the basis that the Agreement between the Bank, AIB Merchant Services and you relating to Merchant Services, will be comprised of these Terms and Conditions (including this Preface, the Parts and/or the Sections of these Terms and Conditions outlined in Section 1 (b) (iii);

C. You are required to review carefully these terms and conditions comprising the Agreement as it governs your obligations to us and our obligations to you in relation to the provision of Merchant Services by us to you.

D. We shall be deemed to have accepted the Agreement from the date on which you begin utilizing the merchant services.

This Notice explains how we may use information provided by you.

I. To prevent or detect fraud, we may make searches of our records. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If you give us false or inaccurate information and we suspect fraud, we will record this (and shall be entitled to pass such information to such other financial and other organisations) without any liability to you.

II. You have the right of access to the personal data held about you by licensed credit reference agencies. Please write to AIB Merchant Services if you would like to know the names of the agencies used by us.

III. Further details of how we use information about you are set out in Section 20.

1. Definitions and Interpretation

(a) The following references in these Terms and Conditions shall be construed as follows:

(b) In interpreting these Terms and Conditions (unless the context otherwise requires):

2. Honouring of Cards

3. Authorisation

4. Acceptance of Transactions

5. Security

6. Presentation of Transactions

7. Providing Financial and other Information

8. Credits and Debits to Your Bank Account

9. Payment by AIB Merchant Services

10. Invalid Card Transactions/Chargebacks

11. Promotion

You are required to comply with all instructions given by us as to the adequate and correct display of promotion signs or other material provided by us to indicate that Cards issued under the Schemes are accepted as a means of payment. You shall not use any other material associated with the Schemes or us without our prior written approval.

12. Fees and Charges

13. Indemnity, Compromise and Liability

14. Warranties and Undertakings

15. Termination of the Agreement

16. General

17. Governing Law

18. Mail and Telephone Transactions

Where you have indicated to us (whether on the Merchant Application or otherwise) that you wish to raise Mail/Telephone Transactions the following Terms and Conditions apply in addition to the General Terms and Conditions set out in Sections 1 through 17. In the event of any inconsistency, this Section 18 shall prevail.

19. Electronic Commerce Transactions

Where you have indicated to us (whether on the Merchant Application or otherwise) that you wish to raise Electronic Commerce Transactions and we have agreed to this, or if you submit any Electronic Commerce Transactions without our written agreement, the following Terms and Conditions apply in addition to the General Terms and Conditions set out in Sections 1 through 17. In the event of any inconsistency, this Section 19 shall prevail to the extent of such inconsistency.

20. Use of Information

IMPORTANT NOTICE - It is important that you read carefully this Section.

21. Terms Used

3D Secure means the Three-Domain Secure protocol developed by Visa and for the Agreement includes "Verified by Visa" and "Mastercard SecureCode" and such other programmes notified to you by us from time to time;

Acquirer means AIB Merchant Services;

Agreement has the meaning set out in paragraph C of the Preface;

AIB Merchant Services means First Merchant Processing (Ireland) Limited, regulated by the Financial Regulator;

Applicable Percentage means the percentage used to calculate the Foreign Currency Fees and shall equal one percent (1%);

Authorisation means the process of referring a Transaction to the Authorisation Centre for approval for the Transaction to go ahead and to verify that, at the time of the Transaction, there is available credit on the relevant Card and that the Card has not been reported lost or stolen;

Authorisation Centre means the AIB Merchant Services credit card centre or such other centre as we may from time to time establish and notify to you;

Authorisation Code means a code number advised by the Issuer to us in respect of a particular Transaction during the course of Authorisation;

Bank means Allied Irish Banks p.l.c;

Banking Day means any day the Bank is open for business;

Base Rate means the Foreign Currency exchange rate used, from time to time, to determine the Transaction Rate. The source of the Base Rate shall be such recognised exchange rate as selected by AIB Merchant Services in its sole discretion;

Business means your business as a merchant as described in the Agreement or such other description as we may agree from time to time;

Card means all valid and current payment cards approved by us and notified to you in writing from time to time;

Cardholder means an individual, company, firm or other body to whom a credit or debit Card has been issued and who is authorised to use that Card;

Cardholder's Account means an account in the name of the Cardholder, as identified in the Card Number;

Cardholder's Information means any information in relation to a Cardholder including any Card Number and personal data;

Card Not Present or CNP means an order for services where the Card or the Cardholder is not physically present at your premises at the time of the Transaction, and includes Electronic Commerce Transactions and Mail/Telephone Transactions;

Card Number means the number displayed on a Card identifying the Cardholder's Account;

Chargeback means a demand by Issuer or a Scheme to be repaid a sum of money by us in respect of a Transaction which has been previously subject to Settlement and for which we have been paid by the relevant Scheme;

Contract Year means a period of twelve (12) months commencing on the date of deemed acceptance of the Agreement, thereafter, the period of twelve (12) months commencing on each anniversary of that date;

Currency Equivalent means the equivalent in a Foreign Currency of the Transaction Price calculated by using the Transaction Rate;

Customer Data means all information collected or transmitted by the Merchant from or concerning the Merchant’s customers (including Card details to the extent applicable) over its Merchant Systems and includes personally identifiable data of the Merchant’s customers;

CVV2/CVC2 means the three digit security code printed on the reverse of Cards and intended to enhance the authentication of the Card;

Data means Card Transaction and Refund data;

Data Protection Laws means the Irish Data Protection Acts 1988 and 2003 (as amended), the European Communities (Electronic Communications Networks and Services)(Privacy and Electronic Communications) Regulations 2011, EC Directive (95/46/EC) and any other applicable legislation governing privacy and/or the obtaining, processing and security of Personal Data;

Direct Debit an instruction given by you to your bank to permit us to demand or initiate payment of sums due to us from your Nominated Bank Account in accordance with relevant Scheme Rules;

Direct Debit Form means the direct debit form issued and varied by us, in our absolute discretion, from time to time setting out your consent to Direct Debits, and those procedures and operating instructions you and us will follow in connection with debiting your account in accordance with the Agreement;

Documentation means any and all manuals, operating policies and procedures and other written materials in any form or format provided or made accessible to you in conjunction with any element of any gateway services provided, as amended by us from time to time;

Effective Date means the date on which the Agreement come into force and being the date of submission to us by you of a duly completed and signed Merchant Application (to which these Terms and Conditions are appended to);

Electronic Commerce means a non-face-to-face on-line Transaction using electronic media in which Card details are transmitted by a Cardholder to you via the internet, the extranet or any other public or private network;

Entity means anybody corporate (irrespective of the state or country under the laws of which such body was incorporated), partnership, sole proprietorship, joint venture, or other form of organization;

Event of Default means any event referred to in the Acquirer Agreement which, if it were to occur, would entitle us (or the relevant bank/financial institution (as the case may be)) to terminate the Acquirer Agreement;

Fees & Charges Schedule means the schedule listing the fees and charges payable by you to us for the Merchant Services as issued and varied by us in our absolute discretion from time to time;

Foreign Card means a Visa or Mastercard-branded Card issued in a country with a Foreign Currency;

Foreign Currency means the currency of a country other than your Local Currency;

Foreign Currency Fees means the fees payable by AIB Merchant Services to you in connection with an AIB Merchant Services FX Transaction processed by Servicer;

FX Margin means the margin (expressed as a percentage rate) used to convert a Base Rate into a Transaction Rate, and initially shall be 3.75 percent (3.75%);

FX Transaction means an act between the Cardholder and you regarding the purchase or return of goods and/or services where the Cardholder uses its Card to pay for goods and/or services in the currency of a country other than your Local Currency that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds;

Gambling Transaction means a Transaction submitted by you to us for authorisation and clearing using Merchant Category Code (“MCC”) 7995 or such additional MCCs as may be designated by any Scheme from time to time with respect to games of chance or other gambling Transactions;

Group in relation to each of AIB Merchant Services and the Bank means any holding company of ours, and any subsidiary of ours or of our holding company, and any affiliate of ours. For the purposes of this definition "subsidiary" and "holding company" shall have the meanings given to them in section 155 of the Irish Companies Act 1963 (as amended or superseded from time to time) including any subsidiary acquired after the date of the Agreement, and affiliate shall mean when used with reference to a specific person or entity, any person or entity that, directly or indirectly, or through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or common control with, such specified person or entity. As used herein “ownership” means (i) the legal and/or beneficial ownership of 40% or more of the equity securities of the person or entity, and/or; (ii) the right directly or indirectly, through one or more intermediaries, to appoint a majority of the board of directors of any such person or entity;

Intellectual Property Rights means any and all (i) patents and any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents, filed or pending applications for patents, (ii) or for any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents, (iii) trademarks, service marks, logos, trade dress, trade names, corporate names, Internet domain names and addresses and general use e-mail addresses, (iv) copyrights, whether registered or unregistered, and (v) any other rights in the nature of intellectual property (whether registered or unregistered) and all applications for the same, anywhere in the world, including trade secrets, know-how, confidential or proprietary information, database rights, rights against unfair competition and goodwill;

Issuer means an organisation that issues Cards and whose name appears on the Card as the issuer of such Card or who enters into a contractual relationship with the Cardholder for the use of the Card;

Losses means any and all claims, damages, demands, losses, costs, fines, penalties, liabilities and expenses (including reasonable legal fees and expenses) of an entity;

Mastercard means Mastercard Inc, and any affiliate thereof and any of their successors and assigns;

MATCH means Mastercard's Member Alert to Control High-risk Merchants list;

Mail/Telephone Transaction means the processing of a Transaction arising from an order for goods and/or services made over the telephone or mail where the Card or the Cardholder is not physically present at the time of the Transaction. This often arises from mail or telephone requests for goods and/or services;

Merchant or you means the merchant (i.e. you) who has entered into the Agreement, and “your” shall be interpreted accordingly;

Merchant Application means the merchant application completed and delivered by a person or entity who wishes to receive Merchant Services on the terms of the Agreement;

Merchant Information means any information in relation to you including all of your personal data;

Merchant Services means the Transaction Authorisation and Settlement and related services to be provided by us to you pursuant to the Agreement;

Merchant Service Charge means a charge that we apply to you for the handling of Visa and Mastercard Transactions. Laser card Transactions are charged on a per item basis;

Merchant Systems means any hardware or software used by you to access website(s) operated or maintained by us through which Transactions are submitted for processing, and all other associated systems;

Nominated Bank Account means the euro bank account which you have advised AIB Merchant Services is to be debited and credited with funds due from and to you and for which you have provided a Direct Debit authority;

Payment Card Industry Data means Security Standards or PCI DSS means a set of comprehensive requirements to minimise the potential for Card and Cardholder data to be compromised and used fraudulently, released from time to time by the PCI Security Standards Council;

PayPal means PayPal Sarl & Cie, SCA, a company incorporated under the laws of Luxembourg with register number R.C.S. Luxembourg B 118 349 having a registered office at 22-24 Boulevard Royal, L-2449, Luxembourg and PayPal PTE. LTD. a company incorporated under the laws of Singapore with registered number 200509725E and having a registered office at 5 Temasek Boulevard, #09-01 Suntec Tower Five, Singapore 038985;

Payment Service Provider (PSP) means the provider of a service to enable Card payments details to be made securely over the internet;

PIN means personal identification number. This is the secret number used by Cardholders with Chip Cards to authorise Transactions to be debited to their account;

PSP Agreement means the agreement with a Payment Service Provider for the provision of certain services to you;

Recurring Transaction means a Transaction which the Cardholder has agreed can be debited to their Cardholder's Account at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due to Merchant for an ongoing service or provision of goods;

Refund means where you agree to make a refund to the Cardholder's Card of the whole or part of any sum authorised by a Cardholder to be debited to their Cardholder's Account;

Relationship Agreement means the agreement between you and PayPal for the provision of services;

Schemes means Visa Mastercard, Maestro, Laser and such other schemes notified to you by AIB Merchant Services from time to time. Laser will no longer be available from the end of 2013;

Scheme Rules means the rules and operating instructions issued by particular Schemes from time to time;

Settlement means the payment of amounts to be reimbursed by us to you or by you to us under the Agreement;

Set-up Fee means the once-off set-up fee shown in the Fees and Charges Schedule payable by you to us;

Software means all protocols, software components and other interfaces and software relating to any gateway services provided by us to you or accessed by you pursuant to the Agreement, and any and all updates;

Statement means the regular advice provided to you advising of the Transactions performed by you and the charges due by you;

Terminal means an electronic device used to capture Card details, for obtaining Authorisations and submitting Transactions to a Card Transaction acquirer; the term also includes any PIN entry device (PED) if it is a separate device;

Termination means the termination of the Agreement by any of the parties in accordance with Section 15;

Termination Events means each of the events set out in Sections 15 (c) to 15 (e) (inclusive);

Transaction means an act between the Cardholder and you regarding the purchase or return of goods and/or services where the Cardholder uses its Card to pay for goods and/or services that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds;

Transaction Data means all data relating to Transactions;

Transaction Record means the particulars of a Transaction required from you by us in order to process a Transaction in the form as prescribed by us;

Turnover means gross value of a Transaction;

Virtual Private Network (VPN) means a private network that encompasses links across a shared or public network;

Visa means Visa International, Inc; and

VMAs means Visa Merchant Alert System.



This Payment Processing Guidelines Agreement (this “Agreement”) is entered into by you (the “Merchant”) that use the Braintree payment processing application or solution offered by PayPal (Europe) Sàrl & Cie, SCA, a limited liability partnership , an entity duly organized under the laws of Luxembourg (“Submitter”)(the “Solution”) for the acceptance of credit or debit card payments” as defined by Visa Europe Limited and Mastercard International, Inc. (collectively, the “Card Brands”) and Chase Paymentech Europe Limited (“Paymentech”).

Paymentech is entering into this Agreement solely for the purpose of satisfying its obligations under the Card Brand Rules. By entering into this Agreement, Paymentech is fulfilling the obligation under the Card Brand Rules, requiring a direct contractual relationship between Paymentech and Merchant, and Merchant is agreeing to comply with the Card Brand Rules.

The Merchant acknowledges and represents that the Merchant has contracted only with Submitter for the provision of payment services and that by entering into this Agreement, Paymentech is not agreeing to provide payment services, as defined under the Directive 2007/64 on payment services as implemented into national law of applicable jurisdictions (the “PSR”), to the Merchant and such services provided to the Merchant relate only to the provision of non-payment services.

1. Merchant's acceptance of payment cards

1.1 Payment Card Acceptance Policies and Prohibitions

Merchant must:

(a) accept all categories of Visa and Mastercard Payment Cards, unless Merchant has notified Submitterand Paymentech of Merchant’s election to accept one of the following “limited acceptance” options:

(b) honor all Visa or Mastercard Payment Cards;

(c) publicly display appropriate signage to indicate all Payment Cards accepted by Merchant, including any limited acceptance categories, in accordance with Card Brand Rules;

(d) have appropriate procedures in place to ensure that each Transaction is made only with the Customer; and

(e) provide the Customer with a Transaction Receipt for each Transaction. All Transaction Receipts must conform to applicable law and the Card Brand Rules.

Except to the extent permitted by law or the Card Brand Rules, Merchant must not:

(f) engage in any practice that unfavourably discriminates against or provides unequal treatment of any Card Brand relative to any other Card Brand;

(g)set a dollar amount above or below which Merchant refuses to honour otherwise valid Payment Cards;

(h) issue a Refund in cash or a cash equivalent (e.g. checks) for any Transaction originally conducted using a Payment Card;

(i) request or use a Payment Card account number for any purpose other than to process a payment for goods or services sold; or

(j) add any tax or surcharge to a Transaction; if any tax or surcharge amount is permitted, such amount shall be included in the Transaction amount and shall not be collected separately.

Merchant must not:

(k) require the Customer to pay the fees payable by Merchant under this Agreement;

(l) split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs; and

(m) accept payment cards for the purchase of scrip.

1.2 Card Brand Rules.

Merchant agrees to comply with:

(a) all applicable Card Brand Rules in effect from time to time; and

(b) such other procedures as Paymentech may from time to time prescribe.

1.3 Requirements for Certain Transactions.

Merchant represents, warrants, and covenants that, to the best of its knowledge, each Transaction:

(a) represents payment for or Refund of a bona fide sale or lease of the goods, services, or both, which Merchant has the legal right to sell and which is provided by Merchant in the ordinary course of its business;

(b) is not submitted on behalf of a third party;

(c) represents a current obligation of the Customer solely for the amount of the Transaction;

(d) does not represent the collection of a dishonored check or the collection or refinancing of an existing debt;

(e) represents goods that have been provided or shipped, or services that have actually been rendered, to the Customer;

(f) is free from any material alteration not authorized by the Customer;

(g) or the amount thereof, is not subject to any dispute, setoff, or counterclaim;

(h) if such Transaction represents a credit to a Customer’s Payment Card, is a Refund for a Transaction previously submitted pursuant to Submitter Agreement; and

(i) complies with the terms of this Agreement, applicable laws and all applicable Card Brand Rules.

Furthermore, Merchant represents, warrants, and covenants that, to the best of its knowledge, Merchant has not

(j) disbursed or advanced any cash to the Customer (except as authorized by the Card Brand Rules for itself or to any of its representatives, agents, or employees in connection with the Transaction;

(k) accepted payment for effecting credits to a Customer or a Customer’s Payment Card;

(l) made any representation or agreement for the issuance of Refunds except as stated in Merchant’s Refund Policy;

(m) been provided with any information that would lead Merchant to believe that the enforceability or collectibility of the Transaction is in any manner impaired; and

(n) submitted any Transaction that Merchant knows or should have known to be either fraudulent, illegal, damaging to the Card Brand(s), not authorized by the Customer, or otherwise in violation of any provision of this Agreement, applicable law, or Card Brand Rules.

For Transactions stemming from recurring billing, installment plans, deferred payment plans, or prepayment plans, Merchant must:

(o) for approved prepayments, advise the Customer:

(p) obtain the Customer’s consent to periodically charge the Customer’s Payment Card on a recurring or periodic basis for the goods or services purchased, and:

(q) prepare and submit for processing separate Transactions for each recurring, installment, or deferred payment only on the dates the Customer agreed to be charged and include in the Transaction the electronic indicator that the Transaction is a recurring one; and

(r) not submit such Transactions after receiving:

(p) notice from Paymentech or any Card Brand (via authorization code or otherwise) that the Payment Card is not to be honoured.

2. Authorizations.

Merchant is required to obtain an authorization code for each Transaction. Paymentech reserves the right to refuse to process any Transactions presented to it unless it includes a proper authorization.

Merchant acknowledges:

(a) that authorization of a Transaction indicates only that the Payment Card contains a valid account number and has an available balance sufficient for the amount of the Transaction; and

(b) that authorization of a Transaction does not constitute a representation from Paymentech, a Card Brand, or a card issuing bank that a particular Transaction is, in fact, valid or undisputed by the actual Customer.

3. Refund and adjustment policies and procedures; privacy policies

3.1 Refund Policy Paymentech reserves the right to refuse to process for Submitter any Transaction made subject to a Refund Policy of which Paymentech has not been notified in advance by Submitter.

Merchant must:

(a) maintain a Refund Policy (e.g. “NO REFUNDS”, “REFUNDS WITH ORIGINAL RECEIPT WITHIN 30 DAYS OF ORIGINAL SALE”) in accordance with the Card Brand Rules;

(b) disclose all Refund Policies to Paymentech and to Merchant’s Customers; and

(c) submit to Paymentech, in writing, any material change in Merchant’s Refund Policy not less than 14 days prior to the effective date of such change.

3.2 Procedure for Refund Transactions.

If Merchant allows a Refund, Merchant must:

(a) prepare and deliver to Submitter a Transaction reflecting any such Refund within three (3) days of approving the Customer’s request for such Refund;

(b) not permit the amount of a Refund to exceed the amount shown as the total on the original Transaction Receipt except by the exact amount required to reimburse the Customer for shipping charges that the Customer paid to return merchandise;

(c) not accept any payment from a Customer as consideration for issuing a Refund; and

(d) not give cash (or cash equivalent) refunds to a Customer in connection with a Transaction, unless required by law or permitted by the Card Brand Rules.

4. Chargebacks.

If Merchant is receiving an excessive amount of Chargebacks, in addition to Paymentech’s other remedies under this Agreement, Paymentech may terminate this Agreement.

5. Display of card brand marks.

Merchant is authorized to use the Visa and Mastercard names, logos, or marks only at thepoint of sale, on Merchant's promotional materials, and on Merchant’s website to indicate that Visa and Mastercard cards are accepted payment methods for the purchase of goods or services from Merchant through its use of the Solution.

6. Indemnification.

Merchant agrees to indemnify Paymentech, the Card Brands, and their respective affiliates, officers,directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech’s costs, expenses, and reasonable attorneys’ fees) arising out of:

(a) any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement;

(b) Merchant's or its employees' negligence or wilful misconduct;

(c) any assessment, fine, or penalty imposed on Paymentech and any related loss, cost, or expense incurred by Paymentech; and

(d) any claim, complaint, or Chargeback:

7. Payment card industry compliance.

Merchant must not:

(a) disclose Payment Card Information, except:

(b) use Payment Card Information, except:

(c) sell, transfer, or disclose to third parties any materials that contain Transaction or Payment Card Information in the event of Merchant’s failure, including bankruptcy, insolvency, or other suspension of business operations

Merchant must:

(d) comply with the Security Standards, Card Brand Rules, and all applicable laws relating to the security, storage, and disclosure of Transactions and Payment Card Information;

(e) notify Paymentech immediately if Merchant determines or suspects that Transactions or Payment Card Information has been compromised and assist Paymentech in providing notification to all interested parties as may be required by law or Card Brand Rules, or as Paymentech otherwise reasonably deems necessary;

(f) cooperate with any forensic examination or other audit required by the Card Brands, Paymentech because of a Data Compromise Event or suspected event;

(g) pay for all costs and expenses related to a forensic examination or other audit required by the Card Brands, Paymentech (including all of Paymentech’s reasonable attorneys’ fees and other costs related to the forensic exam or audit);

(h) co-operate with any reasonable request from Paymentech for any information which Paymentech requires in order to respond to any enquiry regarding the performance of this Agreement from any governmental or regulatory authority or to discharge any of its regulatory and/or legal requirements; and

(i) take all actions necessary to achieve and maintain compliance in accordance with the results of, and in the time frame set forth in, a forensic examination or audit report from Paymentech, or the Card Brands

Paymentech may:

(j) share Merchant’s financial information, information related to Merchant’s Transactions, and other information provided by Merchant with Paymentech’s affiliates;

(k) use or disclose information related to Merchant’s Transactions:

(l) prepare, use, or share with third parties, aggregated, non-personally identifiable information derived from Transactions of all of Paymentech’s customers or specific segments of Paymentech’s customers

8. Settlement and Funding.

(a) Promptly after Paymentech receives funds for the settled Transactions submitted by Submitter under the Submitter Agreement from the Payment Brands, Paymentech, on behalf of Submitter and in accordance with the Submitter Agreement, will provisionally fund the Merchant Settlement Account (as defined below).

(b) You must designate at least one bank account for the deposit and settlement of funds associated with Paymentech’s processing of the Transactions (all such designated bank accounts shall be collectively referred to herein as the “Merchant Settlement Account”). You authorize Paymentech, on behalf of Submitter, to initiate electronic credit and debit entries and adjustments to the Merchant Settlement Account in accordance with this Section 8. Paymentech will not be liable for any delays in receipt of funds or errors in Merchant Settlement Account entries caused by third parties, including but not limited to delays or errors by the Payment Brands or your bank.

(c) Unless otherwise agreed, the amount to be deposited into the Merchant Settlement Account will be equal to the amount submitted by Submitter in connection with the sale Transactions under the Submitter Agreement minus the sum of all Refund Transactions, Chargebacks, and all applicable charges or fees;

(d) If the proceeds payable to the Merchant Settlement Account arising out of or in relation to the Submitter Agreement do not represent sufficient credits, or the Merchant Settlement Account does not have a sufficient balance to pay amounts due fromyou under these guidelines, we may, on behalf of Submitter, pursue one or more of the following options: (i) demand andreceive immediate payment for such amounts; (ii) debit the Merchant Settlement Account for the amount of the negative balance; (iii) withhold settlement payments to the Merchant Settlement Account until all amounts are paid, (iv) delaypresentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance, and (v) pursue any remedies we may have at law or in equity

(e) All amounts payable by Submitter to you will be deposited in the Merchant Settlement Account designated and authorized by you. Designating this bank account for the purposes outlined above must not violate any of your organizational documents or any agreement to which you are a party






10.1 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement.

10.2 Parties. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns.Merchant agrees that it is responsible for its employees’ actions. In providing Services Paymentech will not be acting in the capacity of agent, partner, or joint venturer; Paymentech is acting solely as an independent contractor.

10.3 Representations. Merchant agrees to perform its obligations under this Agreement in compliance with all applicable laws. Merchant represents and warrants that its execution of and performance under this Agreement:

10.4 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement.

10.5 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.

10.6 Entire Agreement. The Card Brand Rules, this Agreement, taxpayer identification and certification documentation, and all schedules, supplements, and attachments are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives.

10.7 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. Notices provided in writing on Merchant’s monthly statement(s) are sufficient for formal notice under the terms of this Section 10.7.

10.8 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of England without reference to conflict of law provisions. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (and for the purpose of this Clause "Disputes" means any disputes or claims arising out of or in connection with this Agreement, including regarding (a) its existence, validity or termination and (b) any non-contractual obligations or liabilities arising out of or in connection with it. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

10.9 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended at any time by Paymentech upon thirty (30) days’ notice to Merchant. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Merchant’s electronic signature or continued submission of Transactions to Paymentech following such notice will be deemed to be Merchant’s acceptance of such amendment.

10.10 Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.

10.11 Third Party Beneficiaries. Unless expressly stated to the contrary, nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.


11.1 For purposes of this Agreement, Merchant hereby warrants, represents and undertakes to Paymentech that (i) it shall comply with the Data Protection Laws including, but not limited to, maintaining at all times a valid and up to date registration or notification with any applicable data protection authority, where required under the Data Protection Laws, covering the use of Personal Data; (ii) it is able and where required authorized, pursuant to the Data Protection Laws, to disclose any Personal Data submitted under this Agreement; (iii) where required under the Data Protection Laws, it will obtain all necessary consents in order for (a) Submitter to disclose the Personal Data to Paymentech and as otherwise provided in this Agreement; (b) Paymentech to process the Personal Data for the purposes of providing the services under the Full Liability Submitter Agreement; and (c) Paymentech to disclose the Personal Data to recipients as set forth in section 10.2 including where the recipients are outside the European Economic Area.

11.2 Personal Data may also be shared with (i) our agents, service providers and affiliates; (ii) the Payment Brands, credit reference and fraud prevention agencies; (iii) any other person if legally required (including, without limitation, statutory, regulatory or reporting legal obligations); (iv) and any other person to whom we may transfer or intend to transfer our rights under this Agreement. Any transfer of Personal Data by us will be made in compliance with applicable Data Protections Laws. Notwithstanding the foregoing, Merchant acknowledges and agrees that Paymentech or its agents may transfer Personal Data outside of the Economic European Area.


The following Sections survive termination of this Agreement: 6, 8, 10, 11, and 12


Chargeback a reversal of a Transaction previously presented to Paymentech pursuant to Card Brand Rules

Customer the person or entity to whom a Payment Card is issued or who is otherwise authorized to use a Payment Card

Data Compromise Event An occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transactions or Payment Card Information

Merchant means the legal entity identified on the first page of this Agreement and whose name and signature appears on this Agreement

Payment Application a third party application used by merchant that is involved in the authorization or settlement of Transactions

Card Brand is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, Inc., Visa Europe, , Mastercard International, Inc., JCB and other credit and debit card providers, debit network providers, and bank payment clearing networks.

Card Brand Rules All bylaws, rules, programs, and regulations, as they exist from time to time, of the Card Brands

Confidential Information shall mean any information that is disclosed by one party to this Agreement to the other, which, at the time it is disclosed, in any form, is identified or designated by disclosing party as “confidential or proprietary” or should reasonably be known by the recipient party to be the proprietary or confidential information of the disclosing party.

Data Processor shall have the meanings set out in the Data Protection Laws.

Data Protection Laws means any applicable data protection or privacy laws or regulations including all laws and regulations implementing in a jurisdiction the EU's Data Protection Directive 95/46/EC and the EU's Privacy and Electronic Communications Directive 2002/58/EC as amended, extended or replaced from time to time.

Data Subject shall have the meaning given to it by the Data Protection Laws

Payment Card An account, or evidence of an account, authorized and established between a Customer and a Card Brand, or representatives or members of a Card Brand that Merchant accepts from Customers as payment for a good or service.

Payment Cards include, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts

Payment Card Information Information related to a Customer or the Customer’s Payment Card that is obtained by Merchant from the Customer's Payment Card, or from the Customer in connection with his or her use of a Payment Card). Such information may include, but is not limited to:

For the avoidance of doubt, the data elements that constitute Payment Card Information are treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data” as such terms are used in the then current PCI DSS.

Personal Data means all personal data provided or disclosed by you to us in the Application and /or in connection with this Agreement (including but not limited to personal data required for authorising, recording, settling and clearing a Transaction and personal data relating to individuals in the Merchant’s organisation, and for the purposes of this clause, personal data shall have the meaning given to it by the Data Protection Laws

Refund Any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services and any adjustment of a Transaction

Refund Policy A written policy with regard to Refunds

Retrieval Request A request for information by a Customer or Card Brand relating to a claim or complaint concerning a Transaction

Security Measures means technical and organisational measures taken against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage, to Personal Data, in particular where the processing involved the transmission of data over a network.

Security Standards All rules, regulations, standards, or guidelines adopted or required by the Card Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, Mastercard’s Site Data Protection Program (“SDP”), Visa’s Payment Application Best Practices (“PABP”), the Payment Card Industry’s Payment Application Data Security Standard (“PA DSS”), Mastercard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program (PCI PTS), in each case as they may be amended from time to time

Transaction A transaction conducted between a Customer and the Merchant utilizing a Payment Card in which consideration is exchanged between the Customer and Merchant. Transaction also includes the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record.

Transaction Receipt An electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Customer

By clicking the accept button, you acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith.