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Wells Fargo Bank Commercial Entity Agreement (US)

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to Braintree customers that are Commercial Entities (as defined by Visa and Mastercard), who open a Merchant Account and who use Braintree’s services to (i) accept Association (defined below) branded payment card on their website from customers. Each such entity or person receiving this CEA is hereby referred to as “Braintree Customer.” In this CEA, “you,” and/or “your” also refer to Braintree Customer. This CEA constitutes your separate legally binding contract between you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Wells Fargo”). In this CEA “we”, “us” and “our” also refers to Wells Fargo. Braintree Customer has agreed to the Braintree Payment Services Agreement or equivalent agreement (the “PSA”), which sets forth requirements regarding the Braintree Services and are incorporated into this CEA by reference. Wells Fargo may terminate provision of credit and debit card processing services provided by Wells Fargo to Braintree and you in connection with payments made to you through the Braintree Service and enforce any of the provisions of the PSA that relate to the credit and debit card processing services provided by Wells Fargo. This CE agreement replaces any other merchant agreement you may have already agreed to with Braintree and Wells Fargo.

By agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. Braintree Customer further agrees that this CEA forms a legally binding contract between Braintree Customer and Wells Fargo. Any rights not expressly granted herein are reserved by Wells Fargo.

1. Purpose of this CEA. As the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), Mastercard International Incorporated (“Mastercard”) and DFS Services LLC (“Discover”) and any applicable debit networks (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the Braintree Service.

2. Association Rules. Mastercard, Visa and Discover have established guidelines, merchant monitoring programs and reports to track merchant activity such as 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: (i) incremental Chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of your Agreement; or (iv) audit and imposition of fines. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Association rules, which rules are located at http://www.Mastercard.com/us/merchant/how_works/merchant_rules.html and https://usa.visa.com/support/small-business/regulations-fees.html#3.

3. Payment Instructions: You authorize and instruct us to allow Braintree to direct all amounts due to you for credit or debit card processing through Wells Fargo. Braintree will serve as your agent for purposes of directing your proceeds from credit and debit card funded processing services.

4. Term and Termination. This CEA is effective upon the date you signed the PSA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your Braintree Payment Services Agreement, or equivalent, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Wells Fargo at any time based on (i) a breach of any of your obligations under this CEA, the Braintree Payment Services Agreement, or equivalent, or any other agreement related to this relationship, or (ii) the termination of the payment processing relationship between Braintree and Wells Fargo.

5. Indemnification. You agree to indemnify and hold Wells Fargo harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) your or your employees’ negligence or willful misconduct, in connection with card-funded Braintree transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the Braintree Service; (c) arising out of any third party indemnifications Wells Fargo is obligated to make as a result of Braintree Customer’s actions (including indemnification of any Association or card issuing bank).

Wells Fargo agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by Wells Fargo under this Agreement; or (b) the gross negligence or willful misconduct of Wells Fargo or Wells Fargo’s employee(s) in connection with this Agreement.

6. Warranty Disclaimer. This CEA is a service agreement. Wells Fargo disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.

7. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Wells Fargo be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including Braintree. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. The foregoing sentence shall not exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.

8. Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and Wells Fargo, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.

9. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the Braintree Payment Services Agreement, or equivalent. Wells Fargo may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Wells Fargo may amend this CEA at any time via Braintree posting a revised version on the Braintree website(s). The revised version will be effective at the time Braintree posts it. In addition, if the revised version includes a substantial change, Wells Fargo will provide you with 30 days' prior notice of such change via Braintree posting a notice on the Braintree website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the Braintree Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.

10. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.

11. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Braintree Customer and Wells Fargo by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.

12. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.

13. Association Disclosure; Member Bank Information: Member, Wells Fargo Bank, N.A., may be contacted by mail at: 1200 Montego Way, Walnut Creek, CA 94598; and by phone at 1-800-451-5817.

Important Member Bank Responsibilities:

Important Merchant Responsibilities:


Chase Paymentech Submitter Merchant Payment Processing Instructions and Guidelines (US)

Paymentech, LLC (“Paymentech”), for itself and on behalf of JPMorgan Chase Bank, N.A. (“Member”), is very excited about the opportunity to join Braintree, a division of PayPal, Inc. (“Braintree”) (referred to herein as “Submitter”) in providing state-of-the-art payment processing services. When your Customers pay you through Submitter, you may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa and Mastercard; collectively, the “Payment Brands”) require that you (i) enter into a direct contractual relationship with an entity that is a member of the Payment Brand and (ii) agree to comply with all applicable Payment Brand Rules and Security Standards as they pertain to Transactions you submit through Submitter. You are also required to fill out an application with Paymentech. The application provides Paymentech with information about you, your Card acceptance history and practices, and your business.

By executing this document, you are fulfilling the Payment Brand Rule of entering into a direct contractual relationship with a member, and you agree to comply with all applicable Payment Brand Rules and Security Standards, as they pertain to Transactions you submit for processing through Submitter. We understand and acknowledge that you have contracted with Submitter to obtain Card processing services on your behalf.

1. Card Acceptance Policies and Prohibitions.

You must:

Except to the extent permitted by law or the Payment Brand Rules, you must not:

You must not:

You represent, warrant, and covenant that, to the best of your knowledge, each Transaction:

2. Chargebacks.

You are liable for all Chargebacks. Some of the most common reasons for Chargebacks include:

3. Settlement and Funding.

You authorize and instruct us to allow Braintree to direct all amounts due to you for credit or debit card processing through Paymentech. Braintree will serve as your agent for purposes of directing your proceeds from credit and debit card funded processing services.

4. Transactions; Card Information.

5. Definitions.

By clicking the accept button, you acknowledge your receipt of these Payment Processing Instructions and Guidelines and agreement to comply therewith.