YOU MUST READ AND ACCEPT THE TERMS BELOW BEFORE USING OUR SOLUTIONS. THESE TERMS CONTAIN THE LEGAL PROVISIONS APPLICABLE TO THE SOLUTIONS WE PROVIDE AND MANAGES YOUR RELATIONSHIP, RESPONSIBILITIES AND CONTACT WITH US. THESE TERMS MUST BE READ IN CONJUNCTION WITH THE REMAINDER OF YOUR MERCHANT AGREEMENT.  THE TERMS AND CONDITIONS OF THE MERCHANT AGREEMENT WILL APPLY FOR THE DURATION OF THE MERCHANT AGREEMENT.

your Merchant Agreement consists of these Terms, the Application Form, your FEES Schedule and any other document attached to the Merchant Agreement from time to time. A copy of the latest Terms is available on our Website at www.SWITCHPAY.COm and the Switchpay portal

BY USING OUR SOLUTIONS, SIGNING THE APPLICATION FORM OR ACCEPTING THESE TERMS ELECTRONICALLY, YOU AGREE TO THE TERMS SET OUT HEREIN.

If you do not understand any part of these Terms, you must request that it be explained to you before accepting and concluding the Merchant Agreement by contacting our Contact Center or your account manager.

1. INTRODUCTION
   • We have entered into an agreement with Alternative Service Providers in terms of which we are authorised to offer you the option to accept the various Solutions offered by, or processed by the respective Alternative Service Providers subject to the terms set out herein.
   • By accepting these Terms, you express your desire to use the Solutions offered by our Alternative Service Providers and us.
   • We agree to provide you with the Solutions you selected and for which you have been approved from the Effective Date and subject to the terms of the Merchant Agreement.
   • How to understand these terms:
     • If there is conflict relating to any amount in the Merchant Agreement described in numbers and words, the words will prevail.
     • All amounts in the Merchant Agreement exclude VAT, where the intention is that an amount includes VAT; the words “including VAT” or “including value-added tax” will be specifically recorded.
     • Where any number of days is prescribed, those days shall be calculated by excluding the first Business Day and including the last Business Day.
     • No provision in the Merchant Agreement will be interpreted or construed to exclude, waive or deprive you of your rights in terms of the CPA (Consumer Protection Act, No. 68 of 2008, as amended) and ECTA (Electronic Communication and Transactions Act, No. 25 of 2002, as amended), other than as permitted in terms of those acts.
     • Any terms printed in bold place a strict obligation on you and must be carefully read and understood by you.
     • Words that are defined will bear the defined meaning. Words in lowercase bear their plain English meaning.
     • If one or more of these Terms are invalid, it will not mean that the rest of the Terms are invalid. The rest of these Terms will still be legally applicable to you and us.
     • The rule of construction that a contract will be interpreted against the Party responsible for drafting or preparing the contract will not apply.
     • Any reference to a Party will, if such Party is liquidated or sequestrated, also be applicable to and binding upon that Party’s liquidator or trustee, as the case may be.
     • The words “include”, “including”, and “in particular” will be interpreted as being by way of example or emphasis only and will not be interpreted or take effect as limiting the generality of any prior words.
     • The words “other” and “otherwise” will not be interpreted as being limited to the nature or kind of any prior words where a wider construction is possible.
   • How to Deal with Conflicting Terms
     • If any of these Terms are inconsistent with the Solution Terms, the Application Form or any other document attached to these Terms, then the Merchant Agreement will be read in the following order (“order of precedence”):
       • document attached to the Terms;
       • Application Form and Fees Schedule;
       • Solution Terms;

     • Definitions
       • All definitions are set-out in the definition section that can be found at the end of this document.

2. TERM AND TERMINATION
   • These Terms will commence on the Effective Date, and you appoint us to provide the Solution to you for the duration of the Solution Term (as indicated in the Application Form)subject to these Terms.
   • Each of the Solutions shall commence on the Effective Date and endure for period of thirty-six  (36) months (“Initial Period”) and thereafter automatically renew indefinitely unless terminated by either Party on 3 (three) months written notice after the expiration of the Initial Period. Upon termination of the Merchant Agreement, all Solutions in effect at the time shall automatically terminate.
   • You are required to provide us with a signed written notice by your Authorised Representative if you wish to terminate the Merchant Agreement.
   • In the event of early termination, you may be liable for an early cancellation fee.
   • Notwithstanding the above:
     • the use of a Solution will always be subject to the Terms of the Merchant Agreement;
     • any provision of the Merchant Agreement which requires performance after the termination of the Merchant Agreement will survive the termination or expiration of the Merchant Agreement.
   • Your initial onboarding and use of a Solution may be subject to us conducting an onboarding assessment, which may include completing the necessary FICA, risk and credit checks on you and our final approval. Your failure to provide any requested documentation and information will result in this Merchant Agreement being terminated immediately by us upon notice to you or as otherwise agreed to between the Parties in writing.
   • You will not receive Settlement for Transactions processed using our Solutions if your Merchant Agreement is not signed and your FICA documentation are not completed and approved. The Transaction settlement will remain pending, until all outstanding documentation is received. A list of requested FICA documentation is available in the attached Merchant Agreement.
   • Please refer to the attached FICA Documents which confirms which documentation is required. If you are a Consumer and have not been excluded by any regulations associated in addition to that as at the Effective Date and have entered into this Merchant Agreement as a result of direct marketing by us, you may cancel this Merchant Agreement in writing within 5 (five) Business Days of the Effective Date without penalty.
   • If the Alternative Service Provider terminates our authority to provide a Solution, then your use of the Solution and associated terms and conditions associated to it will automatically terminate. We will provide you with written notice (including email) of such termination and the effective date of termination.
3. SUMMARY TERMINATION
   • Notwithstanding the provisions above, we may immediately terminate the Merchant Agreement or part thereof on written notice (including email) if:
     • you have adverse findings on credit and intelligence bureaus;
     • we are instructed to terminate by the Acquiring Bank, Card Association, regulatory authority or a court of Law;
     • fraud is committed by you or any Fraudulent Transaction is posted by you;
     • you are placed under i) voluntary or compulsory winding up; ii) business rescue; iii) receivership (iv) or you commence liquidation proceedings; or the equivalent of any of the foregoing;
     • you compromise or defer payment of any debt owing to your creditors;
     • you allow a judgment against you to remain unsatisfied for 30 days, without taking steps to rescind or appeal the judgement;
     • you dispose of, encumber or hypothecate all or a material portion of your assets or undertake or cease to conduct your business; or
     • you consolidate with or merge into any entity where the beneficial ownership of 20 (twenty) percent or more of the outstanding voting securities or other ownership interests in you, if are acquired by any entity, or there is any change in ownership or the nature of your business and you have not advised us in writing in accordance with the Terms.
   • If the Merchant Agreement or part thereof is terminated for any reason:
     • the impacted Solution(s) and terms and conditions of the Merchant Agreement relating to such Solution(s) will automatically terminate;
     • you are required to return all Confidential Information, Data and/or material related to the Merchant Agreement within 5 (five) business days from the date of termination;
     • Fees will cease to apply from the date of de-activation of the Solution, subject to the remainder of this clause.
     • you will refrain from using any marketing material, our trademarks, trade names and any intellectual property belonging to us; and
     • termination of Merchant Agreement will not affect any rights and obligations of the Parties that arose prior to the effective date of termination.

4. CHANGES TO THE TERMS
   • When and How Can We Make Changes?
     • The latest version of the terms of the Merchant Agreement will be available on our website and/or by way of email and will replace all previous agreements you have entered into with us in respect of the Solutions. You must access our website to view the terms of your Merchant Agreement, as well as any amendments made thereto. The date set out next to the term “Last Updated” on the first page of the terms indicates the date on which the document was last amended.
     • The Merchant Agreement may need to be changed from time to time. When the terms of the Merchant Agreement are changed, we will communicate Material Changes to you as well as the effective date of the changes. We reserve the right to make any such changes effective immediately, if necessary, to maintain the integrity and security of our Solutions and to comply with the Rules, legislation, regulations and industry requirements.
     • You must contact us in the event of any queries you may have or if you do not agree with any of the changes.
     • We will advise you of any Material Changes to the Merchant agreement by way of statement message, notification on our Website, by e-mail, recorded phone call or in a SMS, push notification or any of our digital channels. It remains your responsibility to ensure that we have the latest and correct contact details on record.
     • If you do not agree with a Material Change to the Merchant Agreement, which change is not a requirement in terms of the Law, the Rules or for security purposes, you must, prior to the expiry of 10 Business Days from the date of the notice of the change (Notification Period), notify us of your objection to the proposed changes in writing to contact@switchpay.co.za. Notwithstanding any provision contained in this Merchant Agreement, any Material Changes to the Rules and/or legislation and/or the agreement with the Acquiring Bank cannot be disputed as we and our affiliates are legally bound to these changes.  There may be penalties for an early termination, the Solution you select will determine if you will be responsible for penalties.
     • Your continued use of our Solutions after the expiry of the Notification Period will serve as confirmation that we have given you adequate chance to read and understand the terms of the Merchant Agreement and will be regarded as your acceptance of the amended terms of the Merchant Agreement.
     • The use of our Solutions after the Notification Period will be governed by the amended Merchant Agreement.
     • In the event of a dispute as to materiality of an amendment between the Parties, we will make the final determination in this regard.
   • What Changes Can We Make?
     • Below are some reasons why we may make changes to our Terms. Kindly note that this is not an exclusive list of reasons:

5. THE PARTIES CONDUCT DURING THE RELATIONSHIP
   • The right of admission to use our Solutions is reserved and we may at any time, without notice to you prevent you from using or operating the Solution or performing a Transaction, should we suspect a Transaction to be suspicious or non-compliant with the Merchant Agreement or Rules or if you use our Solutions for any of the following:
     • the production, trade and/or engagement in:
       • any product or activity deemed illegal under host country Laws, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, polychlorinated biphenyls (PCB), wildlife or products regulated under CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora);
       • wood or other forestry products other than from sustainably managed forests;
       • weapons and munitions; radioactive materials; unbonded asbestos fibers (not applicable where the use of bonded asbestos cement sheeting is less than 20%); drift net fishing in the marine environment using nets in excess of 2.5 km in length;
     • activities involving harmful or exploitative forms of forced labour /harmful child labour; commercial logging operations for use in primary tropical moist forest; and
     • lottery sales, credit restoration services, prostitution, collection agencies, and gambling, the sale of Illegal drugs or products; the unlawful sale of prescriptions drugs / pharmacy-only medicines or products; the sale of counterfeit or intellectual property infringing goods and services; online sale of tobacco products and electronic smokeless tobacco products; rogue cyberlocker merchants (illegal distribution of copy-righted digital content) the sale or access to adult content or services; and the involvement or sale of products or services that are unlawful, misleading or reflect unfavorably upon the good name, goodwill and reputation of the Card Associations (Prohibited Business Activities”).
   • By using our Solutions, you agree:
     • to comply with the Rules;
     • to ensure that you, your employees and third-party service providers will not do anything, or engage in any activity, which is likely to affect or damage our name and reputation adversely;
     • not to be involved in Aggregation without obtaining our prior written approval;
     • to provide us with necessary support and assistance, including access to the Solution during working hours and as requested, to enable us to fulfill our obligations, to be responsible for any regulatory licenses, authorizations, approvals required by you in terms of the Rules;
     • to perform your obligations within the time periods set-out in the Merchant Agreement, or if not prescribed, within 3 Business Days of request;
     • to provide at least 3 (three) Business Days’ written notice (including email) of changes to your business and/or contact details;
     • that we may obtain your credit information from credit bureaus;
     • to not state, imply or create the impression that we endorse or guarantee any of your goods or services;
     • to ensure that all Intellectual Property used by you on or in connection with the Solution or to which we are given access by you, is duly and properly licensed or authorised.  You indemnify and hold us harmless against all Losses incurred by us (whether directly or indirectly) arising out of or in connection with any claim, demand, charge, action, cause of action, or other proceeding made or brought against us by any third party for infringement or unauthorized use of such Intellectual Property.
   • We will not be responsible for any malfunction, non-performance or degradation of performance of a Solution directly or indirectly arising out of any alteration or modification of the Solution made without our written approval.
   • From time to time, we may make electronic Documentation available to you at no additional cost. To the extent that is expressly permitted, you may incorporate it (or extracts from it) into works prepared for your internal business operations provided that all trademarks, copyright, ownership and confidentiality notices are included as per the original.
   • It is your responsibility to:
     • ensure that any Data you provide to us is accurate and complete. We shall not be responsible for any Losses that you suffer as a result of incorrect Data.; and
     • maintain the Environment described in each Solution Term for the proper operation of the hardware and Software and/or performance of the Services described therein.
     • You may not use our name, brand, logos or trademarks, refer to, or identify our Alternative Service Providers (or any related entity) or us in any publicity releases, interviews, public announcements, testimonials, advertising or displays without our prior written approval.
       • You agree not to: contact or engage with any Alternative Service Provider or third party with similar services for the purpose of avoiding payment obligations to us; and
       • bypass us or Our System by directly obtaining similar services from a service provider who is an Alternative Service Provider.

6. WARRANTIES
   • Each Party warrants that they have taken or procured the taking of all steps, actions, and corporate/executive proceedings needed for this Merchant Agreement to be binding on them.
   • You undertake to furnish us, upon request, with evidence of the authority of the person(s) who may act on your behalf.
     • By making use of our Solutions, you warrant that:
     • you will comply with the terms of the Merchant Agreement and applicable Laws, including the CPA and POPIA;
     • you will not use our Solutions to conduct unlawful and /or Prohibited Business Activities;
     • the Solution will only be installed, configured, or commissioned by appropriately trained members of your staff if required by us;
     • the Solution will only be used by persons who have successfully completed the training on how the Solution should be used;
     • the Solution will not be altered, adjusted, modified, or repaired by anyone other than us;
     • you have obtained and will maintain, for the conduct of your business, all the necessary permits, certificates, and/or licenses,
     • the information provided by you to us describing your business and business activities is correct, and you will immediately advise us if there are any changes to your business;
     • to provide us with all information we request to satisfy our obligations in respect of FICA from time to time which includes performing ongoing verification checks on you;
     • you are not registered as a payment service provider or Aggregator; and
     • you have never entered into an agreement with a Card Association which has subsequently been terminated by such Card Association, the court of Law, or a regulatory body.
   • We provide the Solution as is and for commercial use only. We do not represent or warrant that:
     • your use of the Solution will be secure, timely, uninterrupted, error-free, or that all errors can be corrected completely;
     • the Solution will meet all your requirements other than as expressly provided for in the associated Solution Terms, nor that it shall operate in all combinations with other Solutions; and
     • we will alert you to avoid or prevent fraud, and/or we will prevent all fraud from occurring.
   • Notwithstanding anything to the contrary herein, we do not warrant that Software shall meet your requirements other than as expressly provided for in the Merchant Agreement.
7. INDEMNITIES: WHAT YOU INDEMNIFY US FOR 
   • By using the Solution, you agree to indemnify us fully from any Losses and penalties that you may suffer or that may be imposed on you, the Customer, or us arising from:
   • You, your employees’ or your third-party service providers’ actions, omissions, unauthorized processing of Confidential Information or non-compliance with the Merchant Agreement;
     • any dispute between you and your third-party service provider;
     • dispute between you and your Customer including any claims from your Customer arising from your non-compliance with the CPA;
     • a claim arising out of an email instruction, mandate, consent, commitment and the like that purport to be given by you (“purported instruction”). You agree that any purported instruction will be regarded as coming from you irrespective of the format in which it is received by us and you agree to be bound by it. You also waive any right that you may have against the Indemnitees for any Losses whether direct or indirect, that it may suffer as a result of a purported instruction;
     • any representation or warranty made by you being found to be materially incorrect or misleading;
     • a claim or Loss suffered due to accidents, misuse, Destructive Elements, or failure or fluctuation of electrical power;
     • Loss suffered as a result of any corrupted computerized Data arising during and in relation to the Solutions;
     • any breach of security or Data Compromise occurring as a result of:
       • Data being transmitted from you or Your System to Our System;
       • Data being received by you or Your System from Our System;
     • you failing to provide FICA Documentation within the time periods requested by us, or providing incorrect FICA Documentation to us;
     • taxes from:
       • any sales, excise, import or export, value-added, or similar tax or duty; and/or
       • all government permit fees, customs fees and similar fees which may be incurred under the Merchant Agreement (“Taxes”). Any Taxes due or paid by you shall not be considered a part of, a deduction from, or be offset against any payments due to us under the Merchant Agreement.
     • The indemnities set out above will not apply where such claim arises from our willful misconduct or gross negligence.
     • You will ensure that all Intellectual Property used in connection with the Solution or to which you have access, is duly and properly licensed or authorised. You indemnify us against all Losses arising from the unauthorized use of such Intellectual Property.
     • We may refer you to Alternative Service Providers, third party products or services during this relationship. You agree that despite any references, the final business decision to use Alternative Service Providers, third party products or services vests in you and you assume all associated risks and liabilities, and indemnify us against Losses incurred by you arising directly or indirectly out of, or in connection with, your acquisition or use of such products or services.
     • Where information about your employees and/or personnel is collected and processed by us by arrangement with you, or where you assist us in obtaining Personal Information directly from your Customers or employees, you absolve and indemnify us against any liability in terms of POPIA or any other applicable Law, as a result of any failure by you to obtain specific consent from, or for failing to advise, your Customers, employees and/or personnel of the reason for us processing such Personal Information.

8. PCI DSS
   • PCI DSS rules provide a baseline of technical and operational requirements that are designed to protect Card Association Payment Instrument Data. PCI DSS rules apply whenever you store, process or transmit Card Association Payment Instrument Data.
   • PCI DSS rules may be enhanced from time to time by additional controls and practices to mitigate risks further.
   • It is your responsibility to access the PCI DSS Council website to ensure you understand the PCI DSS rules applicable to you and any changes thereto.
   • By using the Solution for the processing of Card Association Payment Instruments, you confirm that you shall perform the following in accordance with PCI DSS rules:
     • build and maintain a secure network;
     • protect Customer Data;
     • maintain a Vulnerability Management Program (the process of identifying, evaluating, treating and reporting on security vulnerabilities in Your Systems and the software associated therewith in accordance with the PCI DSS rules);
     • implement strong access control measures;
     • regularly monitor and test your networks;
     • maintain an information security policy
     • submit your PCI DSS compliance certificate or assessment whichever is applicable, to us annually.
     • You can access full details of the applicable obligations and processes at the PCI DSS website (http://www.pcisecuritystandards.org).
     • You may not give Customer account information to third parties except as required by Law. You shall keep all material on which account numbers and signatures of Customers appear, in a safe and secure area that only authorised personnel may access.
     • All Card / Payment Instrument information or material you wish to dispose of must first be destroyed in a way that makes it unreadable before you dispose of it.

9. POPIA: PROCESSINGYOUR DATA
   • Please refer to our Privacy Policy, located on our Website, or contact us at our Contact Center to request a copy of our Privacy Policy.
   • The Privacy Policy is incorporated into and shall form part of your Merchant Agreement.
   • Your Personal Information (which, for the purposes of this term, includes special Personal Information) will be held by us and our Alternative Service Providers. To better understand how your Personal Information is treated, please refer to our Privacy Policy which forms part of this privacy term.
   • By accepting the terms and conditions of the Merchant Agreement or by utilizing our Solutions, you acknowledge that in order to:
     • conclude and fulfil contractual terms and obligations to you;
     • comply with obligations imposed by Law; or
     • to protect or pursue your, our, or a third party’s legitimate interests, including offering Solutions that best meet your needs;
     • Your Personal Information may be processed through centralized functions, systems across the Adumo (RF) (Pty) Ltd group and by our Alternative Service Providers and may be used for the purposes, in the manner, and with the appropriate controls, set out in our Privacy Policy.
   • You hereby provide your consent for us to disclose your Personal Information to any Card Association, Card Issuer and other financial institution for use in any fraud prevention schemes they may set up.
   • You further hereby consent to us providing your Personal Information to the Document Exchange Association (“DEA”), registered credit bureaus or Credit Providers, for the purpose of confirming your financial information or obtaining a credit check as allowed for in the NCA, and you hereby authorize us to contact, request and obtain information on your creditworthiness from such third parties in order to provide you with Solutions. You permit us to furnish information concerning your credit behavior, profile, payment patterns, indebtedness, whereabouts, and creditworthiness to any registered credit bureau or to any credit or service provider (or potential credit or service provider) seeking a trade reference.
   • Information may also be disclosed to the Members Alert to High-Risk System (MATCH) and to the Merchant Performance Reporting Services (MPRS) for the purpose of helping us, the Acquiring Bank and other Card Issuers to identify merchants who are, or are suspected of being, or are likely to become involved in fraud or in any other fraud prevention matter.
10. CONFIDENTIALINFORMATION AND DATA PROTECTION: HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION
    • Each Party agrees to:
      • keep Confidential Information private and secret;
      • destroy all Confidential Information that is no longer required, subject to the Rules;
    • keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards, to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers;
    • treat information as Confidential Information if it is uncertain about whether the information is confidential or not.
    • You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms of the Merchant Agreement.
    • You agree not to use any Confidential Information for your own or anyone else’s benefit and where you assist us in obtaining Customer Personal Information you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected.
    • You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause.
    • The confidentiality obligations will not apply in the following circumstances, if the Confidential Information:
      • at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Merchant Agreement;
      • has lawfully become known by or comes into the possession of a Party;
      • disclosure is required by Law;
      • was developed for a Party at any time independently of any information disclosed by the other Party; or
      • is disclosed by a Party with the prior written approval of an authorised representative of the other Party; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim.
    • Should you be required by Law to disclose any Confidential Information belonging to us then you must:
      • inform us in writing prior to any disclosure, provided that there is no restriction on the notice;
      • limit any disclosure to the minimum to satisfy its legal obligations; and
      • afford us an opportunity to intervene, if possible.
      • The Parties’ obligations of confidentiality under the Merchant Agreement will continue to apply even after the Merchant Agreement is terminated.

11. DATA COMPROMISE
    • In the event that you experience a suspected or confirmed Data Compromise, you agree to:
      • contact us immediately and no later than (twenty-four) 24 hours to report the confirmed or suspected Data Compromise;
      • take immediate steps, at your sole expense, to investigate and mitigate the Data Compromise or suspected Data Compromise;
      • cooperate at your sole cost and expense in good faith with us so that we may take any action or other steps that is reasonably required by regulatory authorities, in terms of the Rules or our agreement with the Alternative Service Provider for the processing of Transactions. We have the right to aid in the investigation of the Data Compromise;
      • provide us with updates as requested from time to time;
      • implement any remedial measures as requested by us, regulatory authorities, in terms of the Card Association rules or our agreement with the Alternative Service Provider for the processing of Transactions; and
      • report the confirmed or suspected Data Compromise to the Alternative Service Provider and relevant authorities.
    • If theData transmitted between you and us is compromised due to a Data Compromise of Our System, we will investigate the breach at our costs and keep you updated with the progress of the investigation.
12. INTELLECTUALPROPERTY
    • Intellectual Property owned by us is and will at all times be and remain our property or that of our licensors and you will not acquire any rights, title or interest of any kind in or to any or all of such Intellectual Property.
    • Except as expressly permitted in these Terms, you will not make use of our (or our licensors’) Intellectual Property without our prior written or electronic consent.  All rights in and to our (or our licensors’) Intellectual Property not expressly granted in these Terms, are hereby reserved.
    • You hereby undertake and agree that you shall not claim any ownership rights whatsoever or dispute or assist anyone else to dispute the validity of any Intellectual Property, including any advertising material, belonging to us or our Alternative Service Providers during or after the Merchant Agreement.
    • You may only use the logos, trademarks and marketing provided by us.
    • Upon termination of the Merchant Agreement or earlier if we require, you agree to immediately cease all use of our and our Alternative Service Providers’ marketing material, trade names, branding, logos and any similar material associated.
    • You may not remove any legal, copyright, trademark or other intellectual proprietary rights notices contained in, or on any materials we provide to you.
    • You agree not to alter, distort and/or animate our trademarks in any way.
    • You must implement changes to logos, trademarks and marketing after receiving the new logo, trademark or marketing collateral within the time period stipulated by us.
    • We shall, by operation of Law, become the owner of the Intellectual Property in any work which is created or executed by the Parties, whether alone or with others, under the Merchant Agreement and you will have no rights in the Intellectual Property. In this regard you hereby irrevocably and in perpetuity cedes, assigns and makes over (with effect from inception in respect of future copyright, as the case may be) the entire world-wide right, title and interest in and to any such Intellectual Property rights to us. Should we request you by written notice, from time to time, to sign any documents or take any actions necessary for us to perfect our rights of ownership over any such Intellectual Property, you agree to do so within 5 Business Days after date of request.
    • You hereby grant us the perpetual, royalty-free, world-wide right to use to the extent that we see fit, in all and any ideas, comments and information provided or communicated by you to us (in whatever form they are provided or communicated).  For clarity, you will receive no compensation or reward in the event that we use and/or exploit any ideas, comments and information which you have provided or communicated to us. If you do not want us to use any of your ideas, comments or information, then do not disclose them to us.
    • You agree that you will have no claims, entitlements and/or rights whatsoever in any Intellectual Property which we own or become the owners of as set-out in the Merchant Agreement.
13. PAYMENT OF FEES
    • In exchangefor using the Solutions, you will pay the Fees as set-out in the Fees Schedule.  Should additional costs be payable by you, we will provide you with a quote.
    • The following charges/costs will be for your account:
      • charges for delivering the Welcome Pack unless otherwise agreed;  and
      • chargesand costs for implementation of and training for the Solution(s) provided  (unless provided to the contrary in an associated Terms.
    • You may not deduct withholding taxes.
    • You will not earn interest on any amount held by us for whatsoever reason.
    • If you migrate from one fee option to another, you may be charged additional Fees for your new option, as indicated on the Fees Schedule.
    • We and/or our appointed third party (as indicated on the Application Form) will provide you with a monthly invoice. Your invoice reflects the latest Fees due by you.
    • By using our Solution, you confirm that we, and our appointed third party, will collect all sums owing in terms of the Merchant Agreement (including late payment) either by an authorised debit order from your Nominated Bank Account, by Net Settlement or such other method we deem appropriate. By using our Solutions you provide us and the appointed third party (as the case may be) with explicit consent to Set-Off amounts due and payable to us against amounts that we may owe you. You must immediately pay us any net amount that is still due and owing after Set-Off.
    • All invoices paid by EFT or any other method other than by authorised debit order must be paid upon presentment or on the date reflected on the invoice.
    • Monthly Subscription Fees will be payable on the 1st Business Day of each month following the Activation date, and are payable by debit order and shall be prorated based on the Activation date during the previous month.
    • Any crediting of your Nominated Bank Account does not waive or remove our right to cancel or reverse the settlement of Transactions processed by you by debiting your Nominated Bank Account with the amount settled to you.
    • If you fail to make payment within the time period required, your payment will be late and you will be liable to pay interest on the late payment at a rate of 2% per month, or the maximum allowable in terms of Law
    • You will pay an administration fee for each payment due by you to us, which is returned unpaid by a bank.
    • DebitOrders: when authorizing us to collect by debit order:
      • By completing the debit order authority contained on the Application Form and Fees Schedule, you hereby authorise us, or our nominated third party specified in the debit order authority, to issue and deliver payment instructions to your banker for collection against your Nominated Bank Account at your bank as specified in the Merchant Agreement, or subsequent change of banking details request, on condition that:
        • the sum of such payment instructions will not differ from your obligations as agreed to in the Merchant Agreement; and
        • the individual payment instructions so authorised must be issued and delivered on the date when the obligation in the Merchant Agreement is due.
      • If the date of the payment instruction falls on a non-processing day (weekend or public holiday), you agree that the payment instruction may be debited against your Nominated Bank Account on the following Business Day. Subsequent payment instructions will continue to be delivered in terms of this authority until no amounts are due and payable under this Merchant Agreement, or until you cancel this authority by giving notice to us in writing (including email) of not less than 5 (five) Business Days.
      • We will take 5 (five) Business Days to process a change in banking details once we receive confirmation of the change together with supporting documentation;
      • you acknowledge that all payment instructions issued by us shall be treated by your bank as if the instructions had been issued by you personally;
      • Youhereby irrevocably authorize us, or our nominated third party (as the case may be) and provide us with the necessary permission to debit your Nominated Bank Account with, or collect from you the following:
        • the Fees;
        • any Refund due to a Customer, as per the terms of the applicable Solution Terms;
        • adjustments for any errors;
        • Monthly Subscription Fees
        • reversals of Invalid Transactions;
        • of the value of Fraudulent Transactions;
        • any penalty levied by a bank, regulator, Card Association or Alternative Service Provider for the contravention of the Law and/or the Rules;
        • interest as provided for above;
        • any actual charges or Losses incurred as a result of your abuse, misuse or unauthorised use of the Solution and/or any damage incurred as a result of your failure to comply with any provision contained in the Merchant Agreement,
        • Chargebacks;
        • any dishonoured deposits.
        • any penalty levied by a Card Associations, Acquiring Bank, regulator and/or Alternative Service Providers for the contravention of its regulations and/or operational risk parameters;
      • In theevent we require payment from you for the Solution by debit order, you will be in breach of the Merchant Agreement if you:
        • cancel the debit order without our consent; and/or
        • change your Nominated Bank Account without providing us with prior written notice of the change and the details of your new Nominated Bank Account.
      • Feesfor Software licenses and Services are payable annually in advance (unless the associated Terms states otherwise). They are non-refundable save where you lawfully cancel the Software license or Services prior to expiry of the current term due to an unremedied material breach by us, in which case you shall be entitled to a pro rata refund for the unexpired portion thereof as at the date of termination.
      • Fee Increase
        • We will review your Fees annually and advise you in writing (including by email) of any amendments thereto on 30 (thirty) days’ notice. Increases will be limited to an annual CPI increase.

• We reserve the right to amend the applicable Fees accordingly in the event that there are changes to any costs applicable to processing Payment Instrument Transactions as a result of changes or directives implemented by the SouthAfrican Reserve Bank, PASA, the Card Associations, Alternative Service Providers or a regulatory body.

• Fees Disputes
  • It is your responsibility to verify that the Fees on your invoice are correct.
  • If you do not raise any query regarding the correctness of the Fees, debit order or your invoice within 30 (thirty) calendar days from the date on the invoice or debit (whichever is applicable), the Fees will be deemed to be correct.We are not liable for any errors or omissions brought to our attention after 30 (thirty) calendar days have passed.
  • This clause does not affect our right to claim any overpayments made to you in error or any other amounts that may be due to us.
• Confirmation of amounts owing
  • A letter signed by one of our managers is sufficient evidence of any amount you owe, which is due to us under the Merchant Agreement.
  • Unless you can prove the contrary, we may use this letter to obtain provisional sentence, default judgment or summary judgment or to commence with any other legal proceedings. You agree that we do not have to prove the appointment of the manager who signs the letter.

14. FRAUDULENT TRANSACTIONS
    • You shall be responsible for any error occurring or a Fraudulent Transaction or money laundering committed through your use of the Solutions.
    • In the event of excessive Fraudulent Transactions or Chargebacks processed by you, we may review the terms of the Merchant Agreement, suspend a Solution or terminate our agreement with you for the provision of the Solution, without prejudice to any of our rights in Law.
    • You must introduce fraud mitigating measures.
    • Fraudulent Transactions include:
      • any Transaction or purchase made using a Payment Instrument by an unauthorized person;
      • Laundering;
      • acceptance of a Payment Instrument that is not acceptable to the Acquiring Bank or globally accepted Card Associations;
      • use of a Card that is not authorised in terms of the Rules governing the issue and use of Cards; and
      • any duplicate Transaction.
    • Should Fraudulent Transactions be detected, we will be entitled to review this Merchant Agreement or suspend the Solutions provided without prejudice to any other rights available to us in Law. We reserve the right to levy a charge, the percentage of which will be determined with reference to the fraud basis points generated by the Card Associations. This charge will be debited to your Nominated Bank Account.
    • You agree to introduce fraud mitigating measures and understand that you will always be responsible for your employees’ actions and/or omissions, whether such actions are fraudulent or negligent.
    • If you are suspicious of a Payment Instruments or Customer, you must call our Contact Center to report a “Code 10” Transaction. You will be asked questions which require only a “yes” or “no” response so that you do not draw the Customer’s attention.
    • In addition to the criminal and common Law remedies available to us, you may be liable for the payment of any Payment Instrument Transactions made as a result of fraudulent activities or suspected fraudulent activities, whether by the Customer or by you.
15. DEFAULTAND BREACH
    • You will be in default of your Merchant Agreement if any of the below events take place:
      • you do not comply with the terms of your Merchant Agreement, the Law and/or Rules;
      • you are non-compliant with a request for additional information and documentation;
      • you submitted false information to us, which information is regarded as material to us entering into the Merchant Agreement with you.
    • In the event that you are in default, we may do the following:
      • provide you with written notice to remedy the default within a prescribed time period;
      • hold you legally responsible for any damages we have suffered because of your default;
      • suspend your Solution immediately and without prior written notice;
      • delay settlement of amounts due to you, until such time that the default has been rectified;
      • terminate the Merchant Agreement immediately upon notice;
      • we may further rely on any of the remedies available to us in Law.
    • We may suspend your Solution immediately on written notice if:
      • your address changed and you have not notified us of the change;
      • You and/or a Customer committed or suspected of committing fraud or any other suspicious activity, whether intentional, through negligence or without knowledge;
    • If we suspend your Solution:
      • you will be required to pay the reconnection Fee, the amount of which will be determined by us from time to time, before we can restore your Solution. Please contact us for information in connection with the reconnection Fee.
      • your monthly service charges shall continue to apply for the Solution during any suspension period, until such time as the Solution is either restored or the Merchant Agreement is terminated in accordance with termination provisions of the Merchant Agreement.
    • If we commit a breach of any material provision of this Merchant Agreement and do not remedy this breach within 30 Business Days after receiving written notice from you requesting that the breach be remedied, you may without prejudice to other rights available in Law, cancel this Merchant Agreement immediately on written notice, or claim specific performance of any obligation (whether or not the due date thereof has arrived).
16. COMPLIANCE ASSESSMENT
    • You confirm that we may conduct a compliance assessment to ensure that you are compliant with the terms in your Merchant Agreement and you agree to provide us or one of our appointed independent accredited third-party providers, access to, and reasonable assistance to conduct a physical inspection of the Premises, records, documentation and systems pertaining to the Merchant Agreement.
    • Such compliance assessment will not unreasonably interfere with your normal business operations.
    • In the event that the compliance assessment confirms that you are not compliant:
      • you will be held liable for the cost of the compliance assessment;
      • you shall be held liable for any Losses incurred by we as a result of your non-compliance; and
      • we will have the rights available under clause 15 (default/breach).
    • If we suspect any irregularities during such investigations, we shall have the right to deactivate all Solutions provided to you.
    • By entering into this Merchant Agreement, you hereby authorise usto enter onto the Premises at any time during ordinary business hours in order to carry out obligations in terms of your Merchant Agreement with us and you warrant that the owners and/or the lessees of the Premises shall co-operate fully with us in this regard.
17. FORCE MAJEURE
    • Should we be prevented from fulfilling any of our obligations under this Merchant Agreement due to a Force Majeure event, we shall provide you with notice specifying the cause and anticipated duration of the Force Majeure event.
      • We will notify you once the Force Majeure event has terminated.
    • The performanceof our obligations will be suspended from the date provided on the written notice, until you receive confirmation that the Force Majeure event has terminated.
    • We are not responsible for any delay and/or failure of performance or for any Losses incurred as a result of the Force Majeure event. You will not be entitled to claim any Losses for the delay and/or the failure by us and/or the Acquiring Bank to perform obligations under the Merchant Agreement.
    • If the ForceMajeure event continues for longer than 30 consecutive days you may terminate the Merchant Agreement on 30 days written notice to us.
18. INFORMAL DISPUTE RESOLUTION AND ARBITRATION 
    • You agree that any dispute that arises in terms of this Merchant Agreement (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction) shall first be dealt with informally and in good faith between the Parties’ chief executive officers by written notice to them at the Parties’ address for service.
    • If the Parties are unable to resolve the dispute through dispute resolution within 7 days, then the dispute may be submitted to and decided by arbitration in accordance with the Arbitration Foundation of Southern Africa (“AFSA”) rules.
    • The arbitrator will be a senior counsel with no less than ten years standing agreed to between the parties.
    • If the Parties are unable to agree upon an arbitrator within 10 (ten) Business Days after the arbitration has been demanded, the nomination will be made by the chairman of AFSA at the request of either Party.
    • The arbitration will be held in Johannesburg.
    • Either Party may have the award of an arbitrator made an order of court.
    • You agree to keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.
    • A demand by a Party to submit a dispute to arbitration in terms of this clause 18is adequate legal process to interrupt any time bar Laws in respect of legal claims.
    • In the case of litigation, each Party consents and submits to the High Court of South Africa having jurisdiction in respect of all proceedings and disputes arising from or connected with the Merchant Agreement. The Parties may mutually agree and consent to another court’s jurisdiction.
19. NOMINATED ADDRESSFOR RECEIPT OF LEGAL DOCUMENTS
    • Yournominated address for the receipt of all legal documents relating to the Merchant Agreement is set out on the Application Form, or a subsequent written notification of change of address.
    • Our nominated address for the receipt of all legal documents relating to the Merchant Agreement is set out bellow:
      • Address: Block C&E Wedgewood Office Park, 3 Muswell Drive, Bryanston, Sandton, 2021
      • Postal: As above
      • E-mail: contact@switchpay.co.za
    • Any notices given by either Party under the Merchant Agreement shall be deemed to have been duly given:
      • on delivery if hand delivered to the Party’s physical address during business hours on a Business Day;
      • if delivered by courier service, be deemed to have been received by the addressee on the Business Day following the date of such delivery by the courier service concerned;
      • on transmission, if sent to the Party’s then email address.
    • The Parties may change their respective chosen domicilium address (to another physical address in the Republic of South Africa only), or email address to another address in South Africa or email address, by notice in writing (including email) to the other Party.
    • Notwithstanding anything to the contrary contained herein, a written notice or communication actually received by a Party from the other shall be adequate written notice or communication to such Party notwithstanding that it was not sent to its chosen domicilium.
    • It remains your responsibility to ensure that we have the latest and correct contact details on record that will be used to communicate with you.
    • If we send you a communication but you do not receive it because your contact details on file are incorrect, out of date or blocked (in the case of an email), or if you are otherwise unable to receive communications, the communication will still be deemed to be successfully delivered to you.
20. CESSION ANDASSIGNMENT
    • You acknowledge and agree that we are entitled to cede, assign, and transfer the Merchant Agreement, a part thereof or any rights and obligations set-out herein, as and when we require to a third party.
    • You will not be entitled to cede, delegate, assign or in any other manner dispose of any of your rights or obligations arising out of the Merchant Agreement without our prior written approval, which approval is our sole and absolute discretion.
21. QUERIESAND COMPLAINTS

All queries relating to the Merchant Agreement can be raised by contacting the Contact Centre.

22. GENERAL
    • It is explicitly agreed that we are entitled to appoint sub-contractors to complete and/or perform all or part of this Merchant Agreement. You may not appoint sub-contractors to complete and/or perform all or part of this Merchant Agreement.
    • The Merchant Agreement shall be governed by and interpreted in accordance with the Laws of the Republic of South Africa.
    • No Party will have any claim or right from any undertaking, representation, or warranty not recorded in the Merchant Agreement.
    • No delay, failure, indulgence or relaxation by any Party to enforce any provision of the Merchant Agreement will be considered a waiver or affect that Party’s right, in any way, to require performance at any time in the future.
    • Should any provisions of the Merchant Agreement be held to be invalid, unlawful or unenforceable, such provisions will be severable from the remaining provisions of the Merchant Agreement, which will continue to be valid and enforceable.
    • Nothing in the Merchant Agreement:
    • limits or exempts the Parties from any liability to the extent that the Law does not permit this; or
    • requires the Parties to assume risk or liability to the extent that the Law does not permit this.
23. SWITCHING AND AGGREGATION
    • Where we act as switch/ payments gateway we will transfer Transactions for Authorization and settlement to the Acquiring Bank.  The Acquiring Bank, not us, will process Chargebacks, rejections, Authorizations, and provide Clearing and Settlement services to you.  You acknowledge that we cannot reject, Authorize or settle any Transactions as we are not a bank.
    • Where we process Transactions as an Aggregator, we will transfer to the Acquiring Bank Transactions for Authorization  and we will settle you. We will also be responsible for processing Chargebacks to you as received from the Acquiring Bank. We have entered into aggregation agreements with Nedbank to enable us to render Aggregation services to you. Where we process Transactions under our aggregator authority, you will be regarded as a sub-merchant and we will settle payments directly to you and you will be responsible to us for all the Refunds and Fees due under the Merchant Agreement.
    • Where Transactions are processed under the Aggregation authority granted by Nedbank, Nedbank will act as a principal party to the Merchant Agreement and acceptance of all Mastercard, VISA and UPI products will be regarded as being extended by Nedbank.
    • By acting as a sub-merchant, you warrant that you are not registered as a payment service provider or Aggregator.
    • By acting as a sub-merchant, you warrant that a Card Association, court of Law or a regulatory body, has never terminated your contract with the Card Association (as applicable), .
    • By acting as a sub-merchant and your respective Card Association turnover exceeds $100 000 or R1,600,000 per annum (whichever is the lesser), or as amended from time to time, you warrant that you will advise us accordingly, as you may be required to adhere to additional requirements.
    • You understand that for the duration of the Merchant Agreement, the Acquiring Bank will have oversight over you.
24. PARTB: SOLUTIONS TERMS OF USE
25. CARD NOT PRESENT
26. SWITCHPAY
27. BNPL
28. LAY-BY

• INSTORE FINANCE (PURPOSE BASED LENDING)

1. SUBSCRIPTION
2. PROCESSING OF PERSONAL INFORMATION BY THIRD PARTIES
   • By using the Solutions, your Personal Information will be shared with and processed by Card Associations, BankservAfrica, Alternative Service Providers, Banks, Issuing Banks and American Express to enable us to make the Solution available to you.
   • Your Personal Information will be used for the purposes, in the manner, and with the appropriate controls, set out in our Privacy Policy.
   • By using our Solutions:
     • you agree that we may share your Personal Information with the third-parties and Alternative Service Providers set-out herein;
     • you warrant that your Customer agrees that their Personal Information may be shared with the third-parties, Alternative ServiceProviders and us, to process Transactions.

26. ACQUIRING: INTEGRATION: RULES FOR INTEGRATING YOUR SYSTEM WITH OUR SYSTEM
    • We hereby grant you a right to use our API to access our Solutions and to display the contents received from the APIs within the application, for the duration of the Merchant Agreement. The license is granted for your exclusive use and may under no circumstance be distributed to, or used by- or for the benefit of any third party or for anything else but to access our Solutions and to display the contents received from the APIs within the application.
    • Your use of the APIs and display of the content must comply with the technical Documentation, usage guidelines and any other documentation that will be provided to you.
    • We own all rights, title, and interest in and to the API and to all output and executables of the API.
    • The API provided to you shall be treated as Confidential Information.
    • You may not use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Merchant Agreement or the technical documentation, breach any Laws, or violate the rights of third parties.
    • You may not do something or cause something to be done that will allow the disablement of the authentication.
    • You may not interfere with or disrupt our Solutions or Our Systems, servers or networks connected to the API or violate any of our requirements, procedures, policies or regulations of networks relating to the API or transmit any Destructive Elements through your use of the API.
    • By using our Solutionsand API, you undertake not to copy, modify, adapt, translate, reformat or create derivative works, reverse engineer, decompile, disassemble, decompile, download or otherwise attempt to discover the source code of our API through automated or other means.
    • No rights or licenses are granted except as expressly set forth herein.  If you violate any of the foregoing restrictions, we will own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the API.  You accordingly agree to make all assignments necessary to accomplish the foregoing ownership.
    • Our API is provided “as is” without any warranty or indemnity of any kind by us. You accept all risk and liability associated with and arising from your use of our API and Solutions.
    • The Solutions can only be enabled once you have successfully integrated Your System with Our System, using the API specification we have provided to you.
    • The sole responsibility for the interpretation and application of the API vests in you and/or your third-party service provider.
    • You will be solely responsible for all risk and liability that may arise from your or your third-party service provider(s) in terms of the:
      • development and/or configuration of protocols and/or Your System in accordance with our API specification; and/or
      • development and/or configuration of protocols and/or Your System to integrate with Our System.
    • Your System: By using the Solutions you agree to the following:
      • to take all reasonable steps to maintain and Upgrade your information technology infrastructure and your Systems at your costs to ensure the Solutions and Your System perform as prescribed in the Merchant Agreement and that the security and integrity of Your System is not compromised;
      • should new capabilities to the Solutions and / or Our System be introduced which require you to make Enhancements to Your System or platform, you undertake to implement these in a diligent manner with the necessary skill and care;
      • to back-up and safely store and retrieve your Data or the Data generated through the use of the Solutions, and Our System.
      • Enhancements to Your System: you agree to:
      • obtain the prior written approval from us before you implement any Enhancements which could have an impact on the Solutions or Our System;
      • test all Enhancements and its effect prior to implementing such Enhancements. We will be entitled, in our sole discretion, to attend such testing and/or obtain further details regarding your testing process.
    • securitymeasures: you agree to:
      • malwareprotection: you will deploy anti-malware software on all information technology systems that access, store, or process Data, your networks, or information systems owned or operated by or on behalf of you. You will ensure that the latest updated anti-malware software is installed. You will also deploy adequate mechanisms to detect and issue alerts about potential unauthorized activity and respond appropriately to protect all systems that process, store, or transmit Data.
      • Data securityrisk management: you will implement a process whereby you periodically asses risk within your organization with respect to the possession, transmission and processing of Data and take necessary risk response measures to appropriately manage identified risks.
      • passwordmanagement and authentication controls: you will ensure that Your System which process Data or access your networks or information systems owned or operated by or on behalf of you employ strong password complexity rules in regards to logging out after failed login attempts and screen saver locks after a period of inactivity. You will prohibit your users from sharing passwords. You must change all default passwords before deploying any new hardware or software asset. You must keep your username and password to our Website and/or Software and the hardware a secret at all times and not disclose them to any third party.  You must notify us immediately (by sending an e-mail to our Email Address or by contacting the Contact Centre should you identify any unauthorised use of, or any breach of security in relation to, your registered user account (including your username or password).  If you disclose your username or password or other registered user account details to any third party, you will be held liable for any Losses incurred by us or our Alternative Service Providers as a result of the disclosure.
    • Your System security:You will establish and maintain secure configuration standards consistent with industry standards on all network devices and hosts that store, process, or transmit Payment Instrument Data and/or which access your networks or information systems that are owned or operated by or on behalf of you. You will ensure that all software used in your information systems and infrastructure maintains up-to-date security patches and Upgrades. You must identify and timely remediate any vulnerabilities identified in your networks, devices, and information systems.
    • Technical and organizational: you will implement and maintain appropriate and reasonable technical and organizational security measures to protect your networks, information systems owned or operated by or on behalf of you, and Payment Instrument Data stored or processed by you from a Data Compromise. You will create and maintain policies and procedures that must govern the protection of your networks and information systems.
    • Network, operating system and application control:you will maintain appropriate network security measures, including but not limited to firewalls to segregate your internal networks from the internet, risk-based network segmentation, and intrusion prevention or detection systems to alert you of suspicious network activity. You will securely operate Your Systems and applications that process, store, or transmit Payment Instrument Data by deploying key operational management controls
    • Physical security:you will implement appropriate safeguards and controls that restrict unauthorized physical access to facilities containing information systems, devices, and other equipment used to access or otherwise process Payment Instrument Data, your networks, or information systems owned or operated by or on behalf of you. You will implement clear desk procedures to protect Payment Instrument Data in any printed/media form from unauthorized access within your facilities.
    • You willtake all reasonable steps to maintain and Upgrade your information technology infrastructure and Your Systems at your costs to ensure the Solution performs as prescribed in the Merchant Agreement and that the security and integrity of Your System is not compromised;
    • Should newcapabilities to the Solution be introduced which require you to make Enhancements to Your System or platform, you undertake to implement these in a diligent manner with the necessary skill and care;
    • You will implement security standards in the manner we prescribe;
    • You will ensure the accuracy, correctness and completeness of all input and/or output Data to be used by you on or in conjunction with the Solution.
    • You will back-up and safely store and retrieve your Data or the Data generated through the use of the Solution. You indemnify us against all losses suffered by you arising directly or indirectly out of or in connection with the loss of Data.
    • Enhancementsto Your System:
      • you must obtain prior written approval from us and test Enhancement before implementation.
      • we will be entitled, in our sole discretion, to attend such testing and/or obtain further details regarding your testing process.
    • CARD NOT PRESENT TRANSACTIONS

You may accept and process Payment Instruments from a Customers on your website as a form of payment for goods and services purchased from you, subject to the Terms set-out herein. If you are not making use of the Card Not Present Acquiring Solution, these Card Not Present Terms will not be applicable to you.

• GENERAL
  • You appoint us in conjunction with the Acquiring Bank to provide you with the Card Not Present Acquiring Service to enable you to accept payments from Customers to pay for goods and/or services purchased from you.
  • Card-Not-Present Transactions will be processed by our affiliate, Adumo Online (Pty) Limited (“Adumo Online”), which provides payment gateway routing and switching services. Adumo Online will invoice you separately for the services they provide to you.
  • By processing Card-Not-Present Solutions you agree that we and Adumo Online, will collect all sums owing in terms of the Merchant Agreement (including late payment) either by an authorised debit order from your Nominated Bank Account, by Net Settlement or such other method we deem appropriate as described in these Terms of the Merchant Agreement.
  • We agree to make the Card Not Present Acquiring Services available to you for the Solution Term until terminated by any of the Parties in accordance with the Terms of the Merchant Agreement.
  • By using the Card Not Present Acquiring Services, you agree to:
    • provide a comprehensive description of the goods and/or services on offer on your website;
    • display your contact details which include a contact name, telephone number, physical/registered address of your permanent establishment and email address;
  • install or integrate on your website: software; internet infrastructure and processes that enable electronic data to identify you and the Customer by verifying you and the integrity of the message. The Acquiring Bank will provide you with a Merchant ID (MID), which must be included in all Card Not Present Transactions.
  • ensure that prior to carrying out a Card Not Present Transactions: your website and your server; software; internet infrastructure and processes comply with the Acquiring Bank’s standards and specifications for secure authentication protocol, as communicated to you.
  • disclose your privacy policy, setting out how you will process your Customers’ Personal Information;
  • display the total price of the goods and/or services;
  • include all relevant taxes and delivery charges (all prices quoted must be in South African rand) in the total amount payable by the Customer;
  • display the marks and symbols of the Card Associations on your website, however you may not create the impression that your goods and services and endorsed by us, and/or the Bank and/or the Card Associations;
  • communicate to the Customer that you are responsible for the fulfilment of the contractual obligation between you and the Customer in respect of the goods and/or services purchased from you;
  • not accept payments on your website and/or mobile application until you inform your Customer about when the goods and/or services will be delivered;
  • enforce appropriate terms and conditions on your Customers to reflect the applicable terms set-out in in this Merchant Agreement;
  • not split or disguise Card Not Present Transactions or act in a way to avoid obtaining Authorization;
  • not set or enforce a minimum or maximum limit on the Card Not Present Transaction amount for payments;
  • not directly or indirectly, increase the purchase price, add fees, charges, increase obligations or decrease benefits for products and services purchased using a Card.
  • indicate to your Customers what Cards are accepted by you;
  • inform your Customer of any tax implications, exchange control regulations and/or any other relevant legislation that may be applicable to your Customer and/or the goods and/or services your Customer is purchasing online from you;
  • ensure that the information printed and completed on the delivery note and/or proof of dispatch is true and correct;
  • encrypt each Card Not Present Transaction, unless you have signed-up for our Tokenisation services;
  • provide us with your current Uniform Resource Locator (URL) on concluding the Card Not Present Solution terms and inform us in writing within 3 (three) Business Days if you change this URL.
  • not store a Customers CVV number.
  • It is your responsibility to populate the correct CAVV/AAV/AEVV and ECI indicators in the Card Not Present Transaction message when using the Card Not Present Acquiring Service to process Card Not Present Transactions. This requirement will not be applicable to you if you are using the Hosted Payment Page.
  • Any message received from your server will be deemed to be a message from you. The contents of the message received by us will be deemed to be the contents of the message forwarded by you using the merchant server.
• CARD NOT PRESENT ACQUIRING SERVICES
  • We support the following Card Association brands: Mastercard, VISA and American Express.
  • You are responsible for the fees charged by the Alternative Service Providers for Card Not Present Transactions processed by you.
• PROCESSING CARD NOT PRESENT TRANSACTIONS
  • A Customer will purchase product and/or services from you and proceed to checkout. You must ensure the website contains a function for Customers to confirm the purchase before the completion of the sale.
  • Upon checkout, you will open a secure payment page, either supplied by a Hosted Payment Page or by using the Payment Gateway.
  • The Customer will capture its Card details either on the Hosted Payment Page or on your payment page when using our Payment Gateway.
  • The Card Not Present Transaction must be processed in a 3D-Secure compliant manner.
  • The Issuing Bank will approve/declines the 3D-Secure request and send it back to the Hosted Payment Page or on your payment page when using our Payment Gateway.
  • You agree to only request Authorization at the time of and for a particular Card Not Present Transaction. We will route the Card Not Present Transaction to the Bank for Authorization. We act as a conduit for routing Card Not Present Transactions for Authorization and settlement to the Acquiring Bank.
  • Authorization is a prerequisite for the dispatch of any goods and delivery of services.
  • If Authorization is granted, you must dispatch the goods or deliver the service within the time stipulated in your delivery policy or terms and conditions.
  • Settlement requests will either be initiated by you or automatically by us, depending on your settings.
  • The Bank will settle the value of the Card Not Present Transactions into your nominated bank account.  We are not responsible for settlement of Card Not Present Transactions. Any settlement queriesmust be raised directly with the Bank.
• CHARGEBACKS
  • Protection against Chargebacks is subject to the Card Association Rules and limited to 3D-Secure authenticated Card Not Present Transactions.
  • You may not demand or require the Customer to waive their dispute rights to a payment.
  • All valid Chargebacks will be debited from your Nominated Bank Account.
• REFUNDS
  • The CPA provides that a Customer may return goods to a supplier and receive a full refund of the consideration paid for those goods, under certain conditions.
  • You, as the supplier of goods, may be required to Refund the full purchase price to a Customer, if a Customer wishes to reject delivery, or return goods for the reasons stipulated in the CPA. If a Customer returns goods or cancel services purchased on reasonable grounds, you may not refuse to exchange, or process a Refund in respect of such goods and/or services. In the event that any Refund is required, you undertake to Refund the Customer the full purchase price or part thereof (whichever is applicable).
  • You must provide comprehensive details of your return and refund policies and disclose to your Customer where and when your returns/refund and cancellation provisions restrict the return of goods or cancellation of services;
  • In the event that you are no longer our customer, there will be no obligation on us to assist you in processing a Refund to a Customer.
  • All Refunds requests that we receive from you will be submitted by us to the Bank for processing.
  • The Refund must not exceed the amount of the original Card Not Present Transaction.
  • You agree to process Refunds using the portal or the application program interface we make available to you.
• FRAUD
  • You must introduce fraud measures and controls to prevent fraud from occurring.
  • Should fraudulent transactions account for more than 8% of your Card sales turnover in any month, we may review the terms of your Merchant Agreement, suspend the Card Not Present Acquiring Services or terminate our agreement with you for the provision of Card Not Present Acquiring Services, without prejudice to any of our rights in Law.
  • See below risk mitigating measures that you can introduce to mitigate your risk. The list below should not be regarded as a complete list or as measures that will completely remove the risk of fraud from your business:
  • process only 3D-Secure Card Not Present Transactions;
  • remain PCI compliant;
  • be careful of and query high value purchase Card Not Present Transactions, that are higher in value than the average purchase Card Not Present Transactions processed on your website. Confirm the Customer’s contact number prior to delivery;
  • be aware of deliveries to the same address where different names and Cards are used to process the purchase Card Not Present Transactions;
• WARRANTIES: WHAT WE WARRANT TO EACH OTHER
  • The presentation of a Card Not Present Transaction to us will be a warranty by you that:
  • all information in the Card Not Present Transaction request is true and correct.
  • you did not levy additional fees to the normal price of your goods and/or service, in respect of the Card Not Present Transactions;
  • you have supplied the product and/or services on receipt to the Customer;
  • no fictitious and/or fraudulent Card Not Present Transactions were processed by you;
  • the Card Not Present Transaction is not an Invalid Card Not Present Transaction or illegal;
  • the Card Not Present Transaction has been Authorised by the Customer.
• INDEMNITIES
  • By using the Card Not Present Acquiring Service, you agree to process Card Not Present Transactions at your own risk and indemnify us, and the Bank for any and all Losses incurred:
  • that are not a result of our actions or omissions;
  • for all Card Not Present Transactions processed by you that are not 3D-Secured; and
  • for any disputed Card Not Present Transaction and/or Chargebacks.
• FEES AND CHARGES

In return for the provision of the Card Not Present Acquiring Service, you will pay us and Adumo Online the Fees as set-out in the Fee Schedule for the services rendered. The Fees are not dependent on whether the Card Not Present Transaction was successful or unsuccessful.

• EXCLUSIONS

We are dependent on the Bank, Card Associations, BankservAfrica, and Issuing Banks for the availability of their systems to process Card Not Present Transactions. We do not accept any responsibility for the unavailability of their systems when processing Card Not Present Transactions.

• TERMINATION
  • Upon termination of the Card Not Present Acquiring Service:
    • the Card Not Present Acquiring Services will cease, provided that current and outstanding Card Not Present Transactions including approved submissions in your queue will be attended to and completed;
    • you remain responsible for Chargebacks, Fees, liability and responsibilities that arose in respect of the Card Not Present Transactions that were processed by you;
    • you agree not to process any Transactions. Should you process Transactions post termination, we may, without prejudice to any other remedies available to us, elect to apply the provisions of the Merchant Agreement to Card Not Present Transactions processed post termination of this Solution schedule, as if this Card Not Present Acquiring Service had not been terminated.

A THE SWITCHPAY SOLUTION

• GENERAL
  • We connect you to multiple Alternative Service Providers, allowing you to offer your Customers a variety of payment options. We will match your Customers’ profiles with suitable and preferred payment methods provided by the Alternative Service Providers.
  • By using our Solution you agree to be bound by the respective Alternative Service Provider Terms which form part of the Merchant Agreement entered into with us.
  • We will make our expertise and  Our System available to you and we will provide training to your staff on how to process Switchpay Transactions. This training will be provided at a mutually agreed time.
  • When using SwitchPay you will have access to the following payment methods provided by the Alternative Service Providers which you select from on your Application Form:
    • Buy Now Pay Later;
    • Lay-By;
    • Instore Finance;
    • Subscription
  • By using the Switchpay Solution you agree to complete a Transaction Voucher and provide a copy to the Customer at the time of the purchase for every Transaction;
  • to only operate and process Transactions within the Republic of South Africa and denominated in Rands;
  • to display the promotional material supplied by us at the point of sale, indicating that you accept certain Payment Instruments described in the Alternative Service Provide Solution Terms for payment of goods and/or services;
  • to replace or remove such promotional material immediately when requested by us to do so;
  • not to use the promotional material for any purpose other than for a purpose prescribed by us, and you understand that the promotional material contains Intellectual Property proprietary to us, and the Alternative Service Providers.
  • to accept responsibility for and assume all risk relating to Fraudulent Transactions;
  • to keep Customer Personal Information safe and not disclose, exchange, store or sell it to anyone, except if otherwise required in terms of the Rules or Laws;
    • .When using the Solutions provided by an Alternative Service Provider you agree to obtain Authorization as described in the specific Alternative Service Provider Solution Terms. Authorization is a prerequisite for the dispatch of any goods and delivery of services.
    • Once Authorization is granted, you agree to dispatch the goods or deliver the service within the time frame specified in your delivery policy.
    • The fact that Authorization has been granted does not mean that we warrant or guarantee:
      • the validity or genuineness of the Payment Instrument;
      • the genuineness of the person presenting the Payment Instrument;
      • that you will be settled the value of the Authorised Transaction or that payment will ultimately be made following the actions or inactions of a third party participating in the payment process and/or
      • that the Transaction will not be Charged back.
    • SWITCHPAY SOLUTION AND ALTERNATIVE SERVICE PROVIDERS
      • You understand that we have entered into an agreement with Alternative Service Providers in terms of which we are authorised to offer you the option to accept the various Solutions offered by the respective Alternative Service Providers subject to the terms set out herein.
      • You appoint us with effect from the Effective Date to enable you to accept Payment Instruments using the Solutions provided by Alternative Service Providers listed herein as means of payment.
      • These Alternative Service Provider Solution Terms are applicable when you make use of Solutions offered by Alternative Service Providers who have duly authorized us to enter into a Merchant Agreement with you in respect of the Solutions offered by them. The Alternative Service Provider Terms set out the rights and obligations of the Parties when using a Solution provided by an Alternative Service Provider and form part of the Merchant Agreement entered into with us.
      • By processing a payment Transaction using a Solution provided by the Alternative Service Provider(s),you understand and agree that you are responsible to pay the respective Fees as specified in the Fees Schedule.  If you do not agree to the Fees then you are advised not to process payments using the Alternative Service Provider Solution(s).
      • When accepting payment using the Alternative Service Provider Solutions you agree to perform all such acts as may be reasonably required to ensure that the good reputation and goodwill of the Alternative Service Providers are enhanced and preserved and you shall ensure that all goods and services provided are of good quality and standard and compliant with the CPA.
      • You shall not make any representation or provide any warranty in respect of any of the Alternative Service Provider Solutions to your Customers.
    • PROCESS FOR USING OUR SOLUTIONS
      • Your Customer, who wishes to purchase goods and services from you will submit a Switchpay Application. We will assign the Switchpay Application to the most suitable Alternative Service Provider for the Customer.
      • The Customer must authorize any Personal Information submitted through the Switchpay Application process by an SMS or NIUSSD.  The Customer will also receive SMS notifications regarding the status and outcome of their Switchpay Application.  Upon approval of the Switchpay Application; the Customer is notified by SMS and issued  with a redemption code.
      • The Customer will be required to repay the purchase price to the Alternative Service Provider that approved the Switchpay Application as per the specified payment terms.
      • Upon redemption and authorisation by the Customer, we will settle the purchase price to you, on behalf of the Customer.
      • Payment will be made by Electronic Funds Transfer (EFT) within 48 business hours, (excluding non-business days), following approval or as mutually agreed upon between the Parties in writing.
      • Payment will be made to your Nominated Bank Account.
      • We will provide you with a report which will be available on the Switchpay Portal that includes the list of Transactions processed using the Solutions and Switchpay Applications, displaying the Customer name associated with the products purchased at your store.
        • references of Customers that were processed;
      • You understand  that , we are not a Credit Provider as defined in the National Credit Act. You hereby agree to indemnify us, without limitations, against any claims from Customers under the National Credit Act, (as applicable).
      • Obtaining Personal Information from the Customer:Where you assist us in obtaining the necessary Personal Information directly from the Customer, you undertake to ensure that the Customer is informed of the reasons for the Personal Information being collected, and to ensure that Customers consent to you sharing their Personal Information with us and the Alternative Service Provider.
      • You agree to ensure that the Personal Information collected is accurate and complete taking into account the purposes for which it was collected.
      • You are responsible for implementing security measures to ensure the confidentiality and protection of Customer Personal Information collected, processed, stored, or retained through the SwitchPay Applications. These measures must comply with the requirements outlined in the POPI Act.
        • By using the Switchpay Solution you agree to actively promote the Switchpay Solution to your Customers.
        • You agree to give us  the option to develop loyalty programs and other value-added services in partnership with you, before seeking other potential partners.
      • We may, at our discretion, undertake promotional activities for your services and products.
      • We have the right to position the SwitchPay Portal for marketing and sales purposes at our discretion.
    • If you do not comply with the CPA, and if you have already received payment for a completed Transaction on behalf of the Customer, you are obligated to promptly refund us the full amount upon request. The specific Refund procedure for each Alternative Service Provider Solution is detailed below.BUY NOW PAY LATER

These Terms are specific to the Solutions referred to below and will only apply when you make use of the Solution provided by the Alternative Service Provider.

• GENERAL: ACCEPTANCE AND PROCESSING
  • We offer the following BNPL Solutions (no interest payment plan):
    • Boodle; and
  • By using our BNPL Solutions you are able to accept payment from Customers who have applied and are approved for a BNPL Solution provided by the Alternative Service Provider and you hereby agree to:
  • display the promotional material supplied by us at the point of sale, indicating that you accept certain Alternative Service Provide Solutions for payment of goods and/or services;
  • and the Alternative Service Providers;
  • To accept payment from your Customer using the BNPL Solution:
  • for MoreTyme, you will generate a BNPL payment voucher in the form of a QR code;
  • for Boodle we will provide your Customer with an authentication code (in the form of a one-time pin) to present to you, to be entered on the Card Acceptance Device.
  • Upon the successful processing of the payment using the BNPL Solution, you will receive Authorization by way of an approval message. A message will be reflected on the Customers application indicating that the payment was successfully processed.
  • The goods must be delivered or the services rendered upon receipt of an approval message in accordance with your delivery policy.
  • You agree not to levy additional fees when using the BNPL Solution to accept payment from Customers. Where settlement is performed by a third party or Alternative Service Provider and not by us, you understand that when processing such Transactions, we are merely acting as a conduit in routing the Transaction for Authorization and settlement. We shall not be responsible for any Losses which may be incurred in respect settlement, nor shall we be a party to any dispute that may arise.
  • You agree that we or the Alternative Service Provider (as the case may be) may apply net settlement. You agree to pay us any net amount that is still payable to us after set off.
• MORETYME TERMS
  • The MoreTyme Solution allows qualifying Customers to purchase goods and services from you and only pay a portion of the purchase amount at the time of purchase. The remaining amount will be payable in equal interest- free payments over the following months.
  • Refunds: If a MoreTyme payment is Refunded, the value of the Refund will be deducted by us from the settlement amount due. In the event that no settlement amount is due to you, then we will proceed in debiting your Nominated Bank Account with the value of the Refund.
    • Subject to the terms in Merchant Agreement, the amount that we will collect from you in respect of a Refund processed within 90 (ninety) days from the date when payment was made using MoreTyme, will be equal to the value of the Transaction processed using the BNPL Solution, less the BNPL Commission.
  • The amount that we will collect from you in respect of a Refund processed after 90 (ninety) days from the date that payment was made using MoreTyme, will be equal to the value of the Transaction processed using the BNPL Solution.
  • For MoreTyme Refunds processed post-termination of the MoreTyme solution, you agree to Refund the BNPL Customer by way of EFT or in cash.
  • You may not use MoreTyme to process Transactions, directly or indirectly for any of the following products or services:
    • illegal or unlawful services or products;
    • cash and cash equivalents including foreign currency;
    • gift cards that may be exchanged for cash or any form of currency;
    • cryptocurrency purchases, or funding of cryptocurrency accounts and wallets;
    • anything deemed to be immoral or offensive; and
    • gambling and lottery tickets.
  • MoreTyme Settlement:We will settle all payments successfully authorised using MoreTyme to you on a weekly basis, less:
    • Refunds processed by you; and
    • the MoreTyme Transaction Fee.
  • Settlementwill be made into your store account or head office account, as selected by you whether on the Application Form, electronically or by way of email.
  • Contact Details for Queries: Any product query, technical failure and settlement, Fees dispute and complaints can be raised by contacting our Contact Center.
• BOODLE TERMS:
  • We agree to make Boodle available to you, subject to payment of the applicable Fees, whereby we agree to:
    • initiate Transactions between your Customer and Boodle on your Card Acceptance Device; and
    • provide Switching Services.
  • You hereby agree to provide us with all information including Personal Information requested by us for onward submission to Boodle.
  • Boodle Settlement: We undertake to settle the Transaction value, on confirmation of delivery of the goods and service purchased using Boodle, less any Fees due and payable and/or Refunds processed. Settlement shall take place unless redemption of Transaction value has taken place and was confirmed by the Customer through the presentment of the OTP; and
  • Boodle Refunds: If a Boodle payment is Refunded, the value of the Refund will be deducted by us from the settlement amount due. In the event that no settlement amount is due to you, then you agree to pay us the value of the Refund as stipulated in the invoice.
  • The amount that we will collect from you in respect of a Refund processed after 30 (thirty) days from the date that payment was made using Boodle, will be equal to the value of the Transaction processed using the Boodle Solution.
  • For Boodle Refunds processed post-termination of the Boodle solution, you agree to Refund the Customer by way of EFT or in cash.
  • Fees: Boodle Fees will be agreed to between the Parties in writing (including email) and shall form part of and be subject to the terms and conditions of this Merchant Agreement. Please contact your account manager or our Contact Center for information on the applicable Boodle Fees.
  • You are required to contact us in the event that you do not receive settlement within 5 (five) Business Days from the date of the Transaction.
• Lay-by:
  • Layby Applicationsmust be paid in full by the Customer before a redemption code is issued. You acknowledge and understand that we cannot guarantee the payment performance of any Lay-by Application submitted by your Customer;
  • If the Customer fails in their obligation to pay the full purchase price for the goods or cancels the Layby Application, then we may cancel the application and will pay you a cancellation fee calculated as 1% of the purchase price of the goods.
  • Where an amount is paid by the Customer to you as part or full payment for a Layby Application, you hereby undertake to inform us  of all such payments immediately and authorizes us to collect such amounts via debit order from your Nominated Bank Account, failing which we may deduct any such amounts from the settlement amount which may become payable to you.
  • Oncewe receive your notice to terminate the Switchpay Solution, we will immediately stop accepting new Layby applications from you and will complete all current and outstanding Layby applications in your queue within the agreed contracted period.
  • By accepting payments by Lay-by you agree to:
    • provide clear and accurate information about the lay-by agreement, including the total price, payment terms, cancellation policy, and any applicable fees;
    • give Customers the option to cancel the Lay-by agreement and receive a full Refund of the amount paid, minus any reasonable charges; and
    • keep Customers’ Lay-by items safe and in good condition until the agreed-upon payment is completed.
  • You may not impose unfair terms or conditions that disadvantage the customer in the lay-by agreement.
• Instore Purposed Based Loans Credit Products.
  • By selectingPurposed Based Loans on your Application Form you agree to pay the Fees as specified in the Fee Schedule.
  • Customerscan apply for Purposed Based Loans instore or through our e-commerce facility.
• Instoreusing the NedLink Card Acceptance Device: You must initiate the application on the Customers behalf by entering the Customers identity number and cellphone number on the Nedlink Card Acceptance Device. The Customer will receive a finance collection code from the Credit Provider which must be entered on the Nedlink Card Acceptance Device as confirmation that the Switchpay Application has been approved.Subscription Solution
  • By selectingthe Subscription Solution on your Application Form you agree to pay the Subscription Solution Fees as specified in the Fee Schedule.
• Hunt Now Pay Later
  • We have partnered with Huntpal to enable your Customers to make payments with the Hunt Now Pay Later Solution, tailored specifically for merchants in the hunting industry and their Customers who want to make payments for hunting-related goods and services. This collaboration enables your customers to conveniently utilize the Hunt Now Pay Later Solution for their payment needs.
  • Huntpalwill refer eligible merchants to us, and we will handle the onboarding process, granting you access to the Switchpay Portal.
  • We will provide you with a white-labelled A5 display comprising a unique QR code and Perspex Stand. Customers will be required to utilize the QR code to apply for the Hunt Now Pay Later Solution. Please note that you will be responsible for remitting the Huntpal Activation Fee.
• QR CODE PAYMENTS
  • MASTERPASS SOLUTION
    • You are granted a non-assignable and non-exclusive license to use the MasterPass Solution which will allow you to accept MasterPass as a Payment Instrument subject to the terms herein.
    • By using the MasterPass Solution you hereby agree to process MasterPass Transactions in accordance with the Card Not Present Acquiring Service Terms.
    • The Process: Customers will use MasterPass to scan a QR Code or manually input the numeric code linked to the QR Code to perform a Transaction for the payment of goods and services purchased from you.
    • We may impose Transaction limits at any time.
    • All MasterPass Transactions are processed as Card Not Present Transactions.
    • All Transactions will be authenticated either by 3D Secure, “AMT” or any other acceptable authentication method as implemented by a mobile application provider.
    • You must procure a compatible Card Acceptance Device from us to process MasterPass Transactions.
    • You must at your own cost provide telecommunications connectivity and data to facilitate the MasterPass Solution.
    • We may require you to offer certain rewards to your Customers who use MasterPass as a payment method and you hereby agree to cooperate with us fully in order to implement these rewards offerings and any associated campaigns.
    • The Issuing Bank will Authorize the Transaction.  You hereby agree to dispatch the goods and services once Authorization is provided in accordance with your delivery policy.
    • You may reverse a Transaction, but it is not possible for you to process a refund using the MasterPass Solution.
    • You will be given access to the MasterPass online platform and you must exercise the necessary skill and care and not allow any unauthorised persons to access the MasterPass online platform.
    • There is no maximum Transaction amount for MasterPass Transactions.
    • When processing a MasterPass Transactions on a Card Acceptance Device, the Transaction must be completed with a CDCVM.
    • The rules in respect of Transactions Vouchers, Refunds and Chargebacks set-out in the Acquiring Solution terms are applicable to Transactions processed using the MasterPass Solution.
    • Contact: Any product query, technical failure and settlement, Fees dispute and complaints can be raised by contacting our Contact Center.

 DEFINITIONS