Teya Payment Services
last updated: May 26, 2023
I. Introduction and Entry into the Merchant Agreement
These Terms and Conditions apply to the relationship between Teya Iceland hf. (“Teya” or the “Acquirer”) and a merchant (the “Merchant”) that is engaged in the sale of goods and/or services and has entered into a framework Merchant Agreement with Teya with respect to the acquistion of certain of the Merchant’s transactions by Teya.
Teya is a credit institution incorporated in Iceland with registered number 440686-1259, and is authorised and regulated by the Icelandic Central Bank - Financial Supervisory Authority. The register of Icelandic credit institutions can be found at the website of the Icelandic Financial Supervisory Authority www.en.fme.is/. Teya’s registered address is Katrínartún 4, 105 Reykjavík, Iceland.
Teya is deemed authorised and regulated by the Financial Conduct Authority. The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available at www.fca.org.uk. Teya is also authorised to provide cross-border services in the field of payment services in a number of other jurisdictions.
Teya is a member of the Card Schemes, licensed to acquire transactions and process them for authorisation, clearing and settlement purposes.
These Terms and Conditions (as they are at any given time), together with the Merchant Application Form and any schedules to the Merchant Application Form (as applicable), the Data Processing Agreement, the Fees, the Tariff, any security instructions, measures and/or guidelines and any other documents identified from time to time as being part of the Merchant Agreement, form the “Merchant Agreement”.
Pursuant to, and on the terms of, the Merchant Agreement, the Merchant is authorised to make available to its customers a convenient means of purchasing goods and/or services through the use of Cards issued under the marks of the Card Schemes. These Terms and Conditions set out the terms on which the Merchant may accept properly presented Cards as a means of payment and submit transactions to Teya for authorisation, clearing and settlement purposes.
The Merchant Agreement becomes effective as soon as: i) the Merchant indicates its acceptance of the Merchant Agreement; or ii) the Merchant starts using Teya’s acquiring services.
II. Interpretation and Definitions
1. Interpretation
1.1.Any references in the Merchant Agreement to any law, regulations or rules, including the Card Scheme Standards, shall be to such law, regulations or rules as they may be amended, extended or re-enacted from time to time.
1.2.A reference to these Terms and Conditions, the Merchant Application Form, the Merchant Agreement or to any other agreement or document referred to in the Merchant Agreement is a reference to such agreement or document as varied or novated from time to time.
1.3.Should any provision of these Terms and Conditions conflict with the Merchant Application Form or any other agreement negotiated and entered into between by Teya and the Merchant, the Merchant Application Form or such other agreement (as applicable) shall prevail.
1.4.Should any provision of the Merchant Agreement conflict with Card Scheme Standards, the Card Scheme Standards shall prevail.
1.5.Headings in the Merchant Agreement are for convenience only and shall not affect the interpretation of the Merchant Agreement.
1.6.Any capitalised terms used in these Terms and Conditions which are not defined herein shall, to the extent the context permits, have the same meanings as in the Merchant Application Form and/or the Card Scheme Standards as appropriate.
1.7.Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.8.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.9.Unless otherwise stated, any reference to any person shall include its permitted successors, transferees and assignees.
1.10.Any obligation on the Merchant not to do something includes an obligation not to allow that thing to be done.
1.11.Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Definitions
2.1.In the Merchant Agreement, where the context permits, the following terms shall have the following meanings:
3D Secure: A security protocol such as Mastercard SecureCode or VerifiedbyVisa used to prevent fraud in transactions with Cards online.
Account Data Compromise Event: An occurrence that results, directly or indirectly, in the unauthorized access to or disclosure of account data.
Banking Day: A day on which banks are open for business and dealing in the Settlement Currency in Reykjavik, the jurisdiction where the Merchant is domiciled and the jurisdiction of the Settlement Currency.
Teya’s Marks: Teya’s name, logo, trade marks (whether registered or unregistered) and any other words, symbols or colours that convey Teya’s identity.
Card: A valid payment card issued under a Card Scheme’s issuing license or in any other way approved by the Card Scheme.
Card Account Number: Card Account Number or Primary Account Number (PAN) is a numerical code that uniquely identifies the Cardholder’s account.
Card Issuer: A Card Scheme Member that issues Cards to Cardholders pursuant to a Card Scheme.
Card Not Present Transaction: Any Transaction which is not a Card Present Transaction. For the avoidance of doubt, any Transaction which is completed on a non-face-to-face basis, including mail order/telephone order (MO/TO) Transactions, electronic commerce (eCommerce) Transactions, and transponder Transactions, are Card Not Present Transactions.
Card Present Transaction: A Transaction that is completed at a manned terminal by the Merchant or one of its representatives where both the Cardholder and the Cardholder’s Card are present at the point of sale, a transaction completed at an ATM, a manned terminal with a smartphone or at a Cardholder Activated Terminal (CAT).
Card Scheme Marks: The proprietary combination of names, symbols, and colours that visually convey a Card Scheme’s identity.
Card Scheme Member: A member of one or more Card Schemes.
Card Scheme Standards: The rules and standards promulgated by the Card Schemes with respect to the Card Scheme Members and activities that use and/or otherwise involve Cards and/or any of the Card Scheme Marks. The Card Scheme Standards are available to Merchants on the Card Schemes’ websites. Each Card Scheme has the sole right to interpret and enforce its Card Scheme Standards.
Card Schemes: Visa Inc., Mastercard Worldwide, Unionpay International and such other international or local Card Scheme as notified by Teya from time to time, and each such scheme is a “Card Scheme”. A “relevant Card Scheme” is each Card Scheme specified in the Merchant Application Form as a Card Scheme whose Cards the Merchant is authorised to accept as a means of purchase for valid Transactions.
Card Security Code: A Security number that can be found on the backside of a Card (CVC2/CVV2/CVD/CID/CAV2) and is used to complete a Card Not Present transaction.
Cardholder: An individual to whom a Card is issued, or who is authorised to use such Card.
Chargeback: A procedure defined in the Card Scheme Standards whereby a Card Issuer may claim back all or part of a Transaction amount from Teya, which may in turn, be claimed from the Merchant by Teya.
Chargeback Fee: A Fee charged by Teya to the Merchant for each Transaction charged back, as set out in the Merchant Agreement.
Chip Transaction: A Transaction made by the Cardholder inserting his chip Card into a Chip-capable POS terminal.
Contactless Transaction: A Transaction made by the Cardholder tapping his contactless Card or device at a checkout.
Credit-Refund Voucher: Any electronic or paper records the Merchant may use for the purpose of recording a Refund.
CVM (Cardholder Verification Method) limit: A limit set by the Card Schemes for certain types of transactions.
Data Processing Agreement: The data processing agreement between Teya and the Merchant setting out the terms on which personal data in relation to Cardholders and/or Transactions is processed.
DBA Name: The Merchant’s “doing business as” name, which is the name under which the Merchant presents its services to the market.
Dynamic Currency Conversion (DCC): A Card Present or a Card Not Present transaction where a cardholder has the option of paying in their billing currency when making an overseas transaction.
Excessive Activity: When during any calendar month, the Merchant’s Chargeback exceeds 1% of the Transaction Value of Transactions submitted and/or the Merchant’s fraudulent Transactions exceed 1% of the Transaction Value of Transactions processed.
Fees: All fees payable by the Merchant to Teya pursuant to the Merchant Agreement, including the Service Fees, Chargeback Fees, Transaction Processing Fees, Interchange Fees, Scheme Fees and SWIFT Settlement Fees.
Illegitimate Transaction: Any actual, attempted or purported Transaction which is not a valid Transaction, in particular:
-any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;
-any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;
-any Transaction for goods/services which are not of the type specified in the Merchant Application Form;
-any Transaction which is not genuine or which the Merchant knows or should have known is either fraudulent or not authorised by the Cardholder;
-any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules;
-any Transaction or supply of goods/services which contravenes any Card Scheme Standards;
-any Transaction or supply of goods/services which is in any manner contrary to the provisions of the Merchant Agreement; or
-any Transaction(s) entered into for the purpose of circumventing any of the above.
Instalment Payment Service: A service offered at the point-of-sale, giving the Cardholder the option to pay for an eligible purchases in equal monthly instalments, in accordance with a payment schedule, applicable interest rate, and fees (if any) offered by the participant Card Issuer.
Interchange Fee: A Fee paid by Teya directly or indirectly (i.e. through a third party) to the Card Issuer for each Transaction, which shall be reimbursed to Teya by the Merchant.
ISO: A Service Provider registered with the Card Schemes that provides ISO program services. ISO program services include Cardholder and/or Merchant Solicitation, Cardholder and/or Merchant Customer Service, Merchant education and training, and terminal deployment.
Merchant Account ID: A specific identifier that is used to identify the Merchant or its specific sales terminal or outlet. Where a Merchant is authorised under a Merchant Agreement to accept Cards as a means of payment at multiple sales terminals or outlets, the Merchant may be allocated multiple Merchant Account ID.
Merchant Application Form: Electronic application form for the Merchant and its business, as completed by the Merchant (or on its behalf).
Merchant’s Location: The Merchant’s Location as specified in the Merchant Application Form, the Merchant Agreement and/or in Teya’s systems.
Merchant Web Portal (B-Online): Teya’s web portal service provided to Merchants who have signed up for this service, which enables Merchants to review card transaction history and settlements, as well as receive notifications and correspondence from Teya, via a secured online system.
MCC: Merchant Category Code, which is a four-digit code used to identify the type of Merchant. The MCC is determined by the International Organization for Standardization.
Negative balance: When amounts of refunds, chargebacks, fees or other claims Teya has on the Merchant are higher than the Merchant’s unpaid settlement so that the Merchant is in debt with Teya.
PCI/DSS Standards: The payment Card Industry (PCI) Data Security Standard (DSS) is a worldwide information security standard assembled by the Payment Card Industry Security Standards Council (PCI SSC) and published on the website: http://www.pcisecuritystandards.org.
QPS: The Mastercard Quick Payment Service program.
Refund: A Transaction which is the opposite of a purchase transaction, namely, the Cardholder returns goods or cancels pre-paid services, or is otherwise entitled to a refund from the Merchant due to the Merchant’s failure to deliver some or all of the relevant goods and/or services, and is credited for their value.
Rolling Reserve: The rolling reserve fund which is collected by the Rolling Reserve Deduction in accordance with the terms of the Merchant Agreement.
Rolling Reserve Deduction: A specified percentage of the Transaction Value of all Transactions, without the required deductions, such as Teya’s service fees and chargebacks.
Scheme Fees: Fees imposed by the Card Schemes on Card-based transactions which are reasonably determined by Teya on a periodic basis. Details of the prevailing Scheme Fees shall be made available to the Merchant, in case of unblended Merchant Service Fees, via the Merchant Web Portal (B-Online).
Service Fees: Fees payable by the Merchant to Teya for services provided under the Merchant Agreement, including the “Merchant Service Fees”.
Service Provider: An institution or entity that provides certain defined services for one or more Card Scheme Members. A Service Provider shall be registered with the Card Schemes and may only perform the program services it is registered to perform.
Settlement Currency: The currency in which Teya shall make settlement payments to the Merchant. The Settlement Currency shall be as specified in the Merchant Application Form or otherwise agreed between Teya and the Merchant in writing from time to time.
Settlement Date: The date for payment of Settlement Value of Transactions as determined in accordance with the terms of the Merchant Agreement. The frequency of Settlement Dates and delay between submission and settlement shall be as specified in the Merchant Application Form or otherwise agreed between Teya and the Merchant in writing from time to time.
Settlement Value: The net amount expressed in the Merchant’s Settlement Currency resulting from the submission of valid purchase Transactions to Teya less all amounts Teya is entitled to deduct from, or set off against, the Transaction Value of Transactions, whether pursuant to the Merchant Agreement or by law.
SWIFT Settlement Fee: A fixed fee for each settlement through SWIFT, a society for worldwide interbank financial telecommunication, as set out in the Merchant Agreement.
Tariff: Teya’s relevant tariff document for the Merchant’s jurisdiction (as it is at any given time) setting out amounts and/or fees payable by the Merchant to Teya not set out in the Merchant Agreement. Teya’s tariff documents from time to time are accessible via Teya’s webpage.Where Teya does not have a specific tariff document for the Merchant’s jurisdiction, the fees as specified in the Merchant Agreement shall apply in place of the tariff.
Third Party Processor (TPP): A Service Provider that contracts with the Merchant for providing processing or other technical services. Any party that provides services related to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data is deemed to be a Third Party Processor.
Transaction: An act between a Cardholder and the Merchant that results in a transfer of funds to or from the Cardholder’s account. A Transaction will only be a “valid Transaction” if it complies with all of the following conditions:
-the Transaction is for goods and/or services supplied by the Merchant itself from the Merchant’s Location;
-the goods/services supplied by the Merchant are of the type specified in the Merchant Application Form;
-the Transaction, the goods/services supplied and the manner of supply are fully compliant with all applicable laws, regulations and rules;
-the Transaction, the goods/services supplied and the manner of supply are fully compliant with the Card Scheme Standards; and
-the Merchant has complied with all other provisions of the Merchant Agreement with respect to the Transaction and the goods/services supplied.
Transaction Processing Fee: A fixed fee per each authorised/settled Transaction and a fixed fee per each declined/voided Transaction, as set out in the Merchant Agreement.
Transaction Receipt: An electronic or paper record of a Transaction generated at the point of sale evidencing the purchase of goods or services or refund.
Transaction Value: The gross amount expressed in the Merchant’s Settlement Currency of Transactions submitted to Teya.
III. Merchant's rights and obligations
3. Card acceptance
3. Card acceptance
3.1.Subject to the Merchant’s compliance with the terms of the Merchant Agreement, the Merchant may accept Cards only of the type specified in the Merchant Application Form as payment for valid Transactions. Teya will acquire the Merchant’s valid Transactions and process them for authorisation, clearing and settlement according to the terms of the Merchant Agreement. Teya accepts no obligation to acquire any Transactions other than valid Transactions. Where the Merchant’s business involves any matters, which are covered by any special conditions of Teya from time to time (for instance in relation to e-commerce or gambling), those special conditions shall be part of the Merchant Agreement.
3.2.The Merchant shall be responsible for obtaining and maintaining at its own cost a suitable sales system and/or terminal(s) to enable it to accept Cards as a means of payment and fulfil its obligations under the Merchant Agreement.
3.3.The Merchant may not accept Cards as payment for Card Not Present Transactions, nor submit Card Not Present Transactions into interchange, unless it has been specifically authorised in writing to do so by Teya.
3.4.The Merchant’s operations shall be in accordance with all applicable laws, regulations and the Card Scheme Standards. The Merchant may not misrepresent itself as being a Card Scheme Member.
3.5.Without limitation, the Merchant may not accept Cards as payment for any of the following:
(a)any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;
(b)any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;
(c)any Transaction for goods/services which are not of the type specified in the Merchant Application Form;
(d)any Transaction which is not authorised by the Cardholder;
(e)any Transaction which is fraudulent or not genuine;
(f)any previously disputed Card charges, previous Card charges, payments in order to collect a dishonoured cheque, any debts that the Merchant has previously deemed uncollectable, or any similar charge or debt;
(g)any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules in either the Merchant’s jurisdiction or the Cardholder’s jurisdiction;
(h)any Transaction or supply of goods/services which contravenes any Card Scheme Standards;
(i)any Transaction or supply of goods/services which may damage the goodwill of the Card Schemes, Teya and or the Card Schemes’ payment systems and/or reflect negatively on the Card Scheme Marks and/or Teya’s Marks; or
(j)any Transaction or supply of goods/services which is in any other manner contrary to the provisions of the Merchant Agreement or entered into for the purpose of circumventing any provisions of the Merchant Agreement.
3.6.A Merchant must not impose, as a condition of a Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction.
3.7.For Card Present transactions involving co-badged Cards the Merchant may install automatic mechanisms in the payment terminal which make a priority selection of a particular payment brand or payment application. The Merchant may not however prevent the Cardholder from overriding such an automatic priority selection.
3.8.The Merchant may not require a minimum or maximum Transaction amount to accept a valid Card.
3.9.The Merchant is obliged to present its prices to consumers as full prices (unless it offers general discount) and may not add any amount or fee to its prices in case the consumer decides to pay with a Card unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.
3.10.The Merchant may not directly or indirectly require any Cardholder to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a Transaction unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.
3.11.The Merchant shall ensure that its DBA Name and location is stated in its customer support and is apparent at all points of interaction with Cardholders. The Merchant shall ensure that the Cardholder is easily able to ensure that the Merchant is responsible for the Transaction, including delivery of the goods or provision of the services that are the subject of the Transaction and for customer service and dispute resolution.
3.12.The Merchant may not disburse funds in the form of cash to a Cardholder unless the Merchant is authorised to participate in the relevant Card Scheme’s cash-back programme, or the Merchant is dispensing funds in the form of travellers cheques, travel money cards issued by a Card Scheme or foreign currency and is authorised by Teya to accept Cards for such purposes, in which case the Transaction amount shall not exceed the value of the travellers cheques, travel money cards or foreign currency plus the Merchant’s commission. In no circumstances may a Merchant disburse funds in the form of traveller’s cheques if the sole purpose is to allow the Cardholder to make a cash purchase of goods and/or services from the Merchant.
3.13.The Merchant shall be responsible for ensuring that all of its staff, officers and agents comply with the terms of the Merchant Agreement.
4. Requirement to honour all cards
4.1.Except where required by law or any instructions of the Card Schemes, the Merchant must not refuse to accept any Card based on the identity of the Issuer or the Cardholder.
4.2.The Merchant may request but must not require a Cardholder to provide additional identification as a condition of Card acceptance, unless such information is required to complete the Transaction, such as for shipping purposes, or the Card Scheme Standards specifically permit or require such information to be collected.
4.3.With respect to Cards which are issued within the EEA, the Merchant shall honour without discrimination all valid Cards presented by a Cardholder and which are regulated within the same interchange fee category. The Merchant may not engage in any acceptance practice that discriminates against or discourages the use of Cards in favour of any other form of payment unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction. The Merchant is however not required to accept debit Cards as a condition of accepting credit Cards, and vice versa. The Merchant is not required to accept Commercial Cards issued within the EEA.
4.4.With respect to Cards which are issued outside the EEA, the Merchant shall accept all valid Cards issued by the Card Schemes which it is authorised to accept Cards from.
5. Refunds
5.1.The Merchant may only make Refunds to Cardholders in respect of prior Transactions with those Cardholders for the sale of goods or services.
5.2.A Refund may only be made to the Card which was used for the original Transaction which is being refunded. Each Refund shall be in the same currency as the original Transaction which is being refunded, and may be up to the value of the original Transaction but shall not exceed the value of the original Transaction, unless the Merchant is legally obligated to do so.
5.3.The Merchant shall pay to Teya the full amount of the Refund immediately upon demand, together with any Fees or other amounts payable by the Merchant to Teya under the Merchant Agreement because of the Refund. The Merchant is not entitled to any reimbursement of any Fees or other amounts paid or payable to Teya in respect of the original Transaction which is being refunded.
5.4.Except as required by Teya, the Card Scheme Standards or applicable law, the Merchant shall not make any other credit Transactions which result in a transfer of funds to the Cardholder.
5.5.At any given time, Teya is allowed to close for the Merchant’s refunds so that he will be unable to make any refunds through Teya’s system.
6. Confidentiality, account information and Transaction information security
6.1.The Merchant shall observe the strictest confidentiality in relation to Cardholder and Transaction information, and is responsible for ensuring the security of Cardholder and Transaction information.
6.2.The Merchant must ensure that its operations and processing, of Cardholder and Transaction information are in compliance with the PCI/DSS Standards and any other security requirements of the Card Schemes, whether the handling of data is done by the Merchant itself or outsourced to a third party. Teya reserves the right to request from the Merchant a confirmation that the Merchant has undergone a PCI scanning (QSA or ISA) and/or undergone annual assessment. The Merchant must ensure that all standard equipment that the Merchant buys or rents is PA-DSS certified.
6.3.The Merchant may not request or use a Card Account Number for any purpose other than as a payment for valid Transactions. The Merchant may not at any time request that the Cardholder completes a form by providing information on a Card Account Number, a Card expiration date, the Cardholder’s signature or any other Card account or Cardholder data where that information would be in plain view when mailed, for instance postcards. The Merchant may not at any time request the Card Security Code on any paper order form.
6.4.The Merchant shall under no circumstances store sensitive authentication data including Full track data (magnetic-stripe data or equivalent on a chip), Card Security Code and PINs/PIN blocks.
6.5.The Merchant shall, without any delay, alert Teya of any security breach or suspicion of security breach or Account Data Compromise Event. Teya may share such information with the Card Schemes and any applicable authorities. In the event of an actual or potential Account Data Compromise Event, Teya and/or the Card Schemes may request that a PCI PFI Forensic Investigator conducts an independent forensic investigation to assess the cause, scope, magnitude, duration, and effects of the Account Data Compromise Event or potential Account Data Compromise Event. The Merchant shall, without delay, fully co-operate with the PCI SSC Forensic Investigator for the duration of the forensic investigation and provide full access to its systems and databases. If not provided directly to them, the Merchant shall provide a copy of the PCI SSC Forensic Investigator’s report to Teya and the Card Schemes. If the findings of the PCI SSC Forensic Investigator show that the Merchant was not compliant with the PCI/DSS Standards at the time of the security breach or Account Data Compromise Event, and that the security breach or Account Data Compromise Event was a result of such noncompliance, the Merchant shall bear all costs of the investigations and/or any related assessment or damages and shall pay those to Teya on demand.
6.6.All third parties that provide processing services to the Merchant (Third Party Processors) such as but not limited to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data shall be correctly registered within the Card Schemes. The Merchant shall validate that its Third Party Processors are certified as compliant with the PCI/DSS Standards. The Merchant shall ensure that all its contracts with Third Party Processors contain a clause equivalent to clause 6.5. The Merchant shall not use any Third Party Processors without Teya’s written permission. The Merchant shall prevent the transfer of information regarding the Cardholder’s name or Card Account Number to any unauthorised third parties.
6.7.The Merchant may not inform any third party of the subject or content of the Merchant Agreement.
6.8.The Merchant shall at all times strictly follow and adhere to Teya’s security instructions and security guidelines, in whatever form they may be, in connection with the performance of the Merchant Agreement and/or when otherwise using Teya’s services including the Merchant Web Portal (B-Online). The Merchant shall also adhere to Teya’s instructions on necessary changes to the Merchant’s systems connecting to Teya. The Merchant is liable for any data breach with in his scope.
6.9.The autorized signatory of the Merchant is granted access to B-online and is responsible for the Merchant’s access as well as for granting access to other employees,as applicable.
7. Retention of records
7.1.The Merchant shall retain original legible copies of all Transaction Receipts, electronic data records and/or CreditRefund Vouchers with respect to all Transactions submitted to Teya, and any subsequent refunds made, pursuant to the Merchant Agreement for a period of five (5) years.
8. Obligation to provide Teya with information and access
8.1.The Merchant shall inform Teya in writing without delay of any of the following:
(a)actual or suspected security breaches or Account Data Compromise Events in accordance with clause 6.5;
(b)any loss, theft, misappropriation or actual or suspect unauthorised use of the Merchant’s terminals or other systems used for submitting authorisation requests and Transactions to Teya ;
(c)material changes to the Merchant’s operations;
(d)any changes to the Merchant’s authorised signatories;
(e)any changes to the beneficial ownership and/or ownership structure of the Merchant; or
(f)any circumstances which may prevent the Merchant’s compliance with the terms of the Merchant Agreement.
8.2.If requested by Teya, the Merchant shall confirm in writing without delay whether or not any of the events specified in clause 8.1 has occurred.
8.3.Teya may from time to time request the Merchant to provide copies of Transaction Receipts and/or, if applicable, any other documentation or data such as Customer Order Letters, electronic data records and/or Credit-Refund Vouchers in respect of Transaction(s) submitted to Teya, and/or any subsequent refunds made. The Merchant shall provide such copies to Teya within twenty (20) Banking Days of such request being received by the Merchant from Teya.
8.4.Teya is may perform a due diligence on the Merchant, its’ ultimate beneficial owners, directors, and authorized signatories according to laws on measures against money laundering and terrorist financing andthe Card Scheme rules. Teya is at any given time during the term of the Merchant Agreement to gather required due diligence information through third party systems or information providers which Teya has access to.
8.5.The Merchant shall promptly provide any other information and/or documentation reasonably requested by Teya, including requests for any customer due diligence information and/or information about the Merchant’s financial position including copies of the Merchant’s financial statements.
8.6.The Merchant shall, at the request of Teya, the Card Schemes and/or any authority having jurisdiction over Teya, grant certification authorities and/or investigators access to the Merchant’s Card acceptance equipment and systems.
8.7.The Merchant shall grant Teya, the Card Schemes and/or any authority having jurisdiction over Teya access to its premises including the Merchant Location at any time, and without any requirement of prior notice except where prior notice is required by law, for the purpose of auditing the Merchant’s compliance with the terms of the Merchant Agreement.
9. Merchant’s right to use the Card Scheme Marks and Teya’s Marks
9.1.Unless otherwise agreed with Teya and subject to clause 9.2, the Merchant agrees to display and exhibit (and keep displayed and exhibited) in a prominent position to the public such promotional sign or other material approved by Teya and may use names or designs approved solely by Teya to indicate which Cards are accepted for payment, which shall be displayed at least as prominently as other Card Scheme promotional sign or other material. The Merchant shall not use any other material referring to Teya or to any Card Schemes without Teya’s approval.
9.2.The Merchant is not required to display promotional signs or such other material if it is not engaged in selling services or goods to the general public or such practice is strictly prohibited by applicable laws or rules.
9.3.To the extent that Teya approves the use of any Card Scheme’s service marks or logos and/or Teya’s Marks, Teya represents to the Merchant that it is the registered user of Card Scheme’s service marks or logos, and that it is the owner of Teya’s Marks. To the extent that Teya approves the use of any Card Scheme’s service marks or logos and/or Teya’s Marks, Teya agrees to indemnify and hold the Merchant harmless from and against all claims arising out of the use by the Merchant of such service marks or logos in accordance with the terms of the Merchant Agreement and the Card Scheme Standards.
9.4.Teya and/or the Card Schemes may at any time and in their sole discretion notify the Merchant to discontinue any use or display of any of the Card Scheme Marks, Teya’s Marks and/or any use of other material referring Teya or to any Card Schemes. The Merchant shall immediately discontinue such use following receipt of a notice.
9.5.Nothing in the Merchant Agreement shall give the Merchant any rights of ownership in any intellectual property belonging to Teya or the Card Schemes. The Merchant’s sole right to use any intellectual property belonging to Teya or the Card Schemes shall be as set out in this clause 9.
IV. Transactions and submissions
10. Authorisation of Transactions
10.1.Subject to clause 10.3, the Merchant shall seek authorisation from Teya for every Transaction over the Merchant Floor Limit. The Merchant Floor Limit is the maximum value of a single Transaction that the Merchant may complete without Teya’s prior authorisation, and shall be the amount specified in the Merchant Application Form or as otherwise notified by Teya to the Merchant from time to time. If no Merchant Floor Limit is specified in the Merchant Application Form, the Merchant Floor Limit shall be zero and the Merchant shall seek authorisation from Teya for all Transactions. The Merchant shall ensure that it is identified in each authorisation request with the correct MCC.
10.2.Teya maintains an authorisation system, which may be accessed by direct electronic communications link. The Merchant may establish an on-line authorisation link between its sales system or terminal and Teya’s system. Unless otherwise agreed, the Merchant shall use the on-line link to authorise Transactions. The Merchant is responsible for ensuring that its equipment used to connect to the Teya’s authorisation system conforms to and is installed in accordance with the Card Scheme Standards and the Merchant Agreement.
10.3.In the event of a force majeure event that prevents the Merchant from communicating with Teya’s authorisation system and Teya’s nominated authorisation centre, the Merchant may submit unauthorised Transactions to Teya. The Merchant acknowledges that such Transactions may be at higher risk of being subject to Chargebacks as they may later be rejected by the Cardholder. For the avoidance of doubt, the Merchant is liable for all Chargebacks and related costs in accordance with clause 14.
10.4.The granting of an authorisation prior to a Transaction being processed is not an acceptance or assurance of that Transaction’s validity. In particular, a Transaction may be subject to Chargeback at a later date in accordance with the Card Scheme Standards. Furthermore, Teya may subsequently determine that a Transaction is an Illegitimate Transaction, notwithstanding the granting of authorisation. The Merchant also acknowledges that, amongst others, all Transactions that have not been verified by the Cardholder either with PIN, signature or through 3D Secure methods can later be rejected by the Cardholder.
10.5.Teya reserves the right to restrict or prohibit the acceptance of Transactions, Cards or currencies where it deems it appropriate. The circumstances in which Teya may exercise this right may include:
(a)if exchange controls or such similar local laws or regulations exist forbidding the exportation of Transactions or Transaction data abroad;
(b)if either Teya or the Merchant have reason to believe that the Cardholder, the Card or the Card Account Number has been or potentially will be involved in fraudulent activity or malpractice in obtaining goods and services, or may result in the failure to collect sums due from the Cardholder;
(c)Excessive Activity;
(d)where Teya is aware or suspects that the Transaction is an Illegitimate Transaction;
(e)where Teya is required to do so by law or a Card Scheme; or
(f)where Teya is aware or suspects that the Merchant’s practice is not in accordance with the Merchant Agreement and/or the Card Scheme Standards.
(g)Refunds, cf. clause 5.5.
11. Transaction Receipts
11.1.The Merchant’s terminal shall produce an electronic Transaction Receipt for each Transaction, including Refunds. A copy of the Transaction receipt must be provided to the Cardholder unless they decline to receive one.
11.2.Each completed Transaction Receipt shall contain at least the following:
(a)the Merchant’s DBA Name, street address, city and state/country;
(b)the Transaction Receipt type (sale, cash disbursement, refund);
(c)the Card Account Number however only reflecting the last four (4) digits of the Card Account Number. All preceding digits must be replaced with fill characters, such as “X,” “*,” or “#,” that are neither blank spaces nor numeric characters;
(d)the Transaction amount (or credit) indicated in the Transaction currency;
(e)the Transaction date (or credit preparation date);
(f)the authorisation code;
(g)for Card Present Transactions, an electronic recording of the magnetic stripe-read or chip-read or key entered Cardholder data;
(h)for a Chip Transaction, the application label and, at Teya’s discretion, the Transaction certificate (in its entirety) and related data.
(i)on the Merchant’s copy of the Transaction Receipt for Card Present Transactions only, adequate space for the Cardholder’s signature, unless the Transaction is completed with a PIN as the Cardholder verification method (CVM) or no CVM is used; and
(j)on Refund receipts only, the Merchant’s signature.
11.3.The Merchant authorises Teya to release Transaction Receipts and any data or other information relating to Transaction Receipts to any agent of Teya, the Card Schemes or any other party as is reasonably necessary for the purpose of fulfilling Teya’s obligations under the Merchant Agreement or Teya’s obligations as a Card Scheme Member.
12. Submission of Transactions
12.1.The Merchant shall submit to Teya, or to Teya’s authorised bureau as it may notify the Merchant from time to time, a summary of all of the Merchant’s valid Transactions which have not previously been submitted.
12.2.Each valid Transaction must be submitted within three (3) Banking Days after the date of the Transaction. Accordingly, the Merchant must submit a summary of Transactions at least once every three (3) Banking Days. The Merchant may however submit a summary of Transactions more frequently and Teya recommends a daily submission.
12.3.The Merchant may not submit a Transaction until one of the following occurs:
(a)the Transaction is completed;
(b)the goods or services are shipped or provided, however this does not apply in the event of a partial or full prepayment;
(c)Cardholder consent is obtained for a recurring Transaction.
12.4.The Merchant shall not submit the same Transaction more than once except in accordance with clause 12.8.
12.5.The Merchant shall not submit any Illegitimate Transactions.
12.6.Each submission shall contain the information required to be contained on the Transaction Receipt for that Transaction, together with the Merchant’s MCC and the Merchant Account ID, unless Teya agrees in writing that a submission may omit certain information.
12.7.Each submission shall be in a form which is in accordance with the Card Schemes’ requirements.
12.8.If a submission does not meet the requirements of the Card Schemes, or if the Transaction information contained in the submission is insufficient to provide a Cardholder an overview of its Transactions, Teya shall use reasonable endeavours to advise the Merchant as soon as possible. In such situation, the Merchant may resubmit the submission or Transaction (as appropriate) within seven (7) days of the original submission. Should the Merchant resubmit the submission or Transaction (as appropriate) after seven (7) days after the original submission, the Merchant will be responsible for all Chargebacks as a result of the submission.
12.9.The Merchant shall in every way follow Teya’s instructions on card acceptance.
13. Instalment Payment Service
13.1.The provisions of this clause 13 shall apply where the Merchant is required by Card Scheme Rules to offer an Instalment Payment Service, or where Teya has agreed in writing that the Merchant may offer an Instalment Payment Service.
13.2.Where the Merchant offers or is required to offer an Instalment Payment Service, the Merchant shall ensure that its POS terminals have instalment payment services capability.
13.3.The Transaction Receipt shall contain the following additional information for instalment payments:
(a)a statement that instalment payment was chosen;
(b)the number of instalment payments; and
(c)a statement that the Cardholder should contact their bank for further information.
14. Chargebacks and Excessive Activity
14.1.Chargebacks will be handled according to the Card Scheme Standards of each Card Scheme. The Merchant’s rights to dispute Chargebacks shall be according to the dispute rules of the applicable Card Scheme.
14.2.All Chargebacks are the responsibility of the Merchant, and the Merchant shall pay Teya the amount of all Chargebacks on demand as well as any fees associated with Chargebacks. If a chargeback is made in a currency other than the Merchant’s settlement currency, the chargeback amount is converted on the date the chargeback is received by Teya. The Merchant shall be liable for any exchange rate differences, whether decreasing or increasing the Merchant’s settlement in the relevant settlement currency.
14.3.Should Teya be fined by the Card Schemes because of the Merchant’s Excessive Activity or the Merchant’s value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, such fines, cost or fees shall be reimbursed by the Merchant on demand.
V. Settlement, fees and payment
15. Settlement of valid Transactions
15.1.Subject to the Merchant’s compliance with the terms of the Merchant Agreement, Teya will, on the terms of the Merchant Agreement, settle directly to the Merchant all valid Transactions submitted by the Merchant.
15.2.Subject to the other terms of the Merchant Agreement, including Teya’s right to withhold settlement pursuant to clause 21, Teya will pay to the Merchant on the Settlement Date the Settlement Value of all unsettled, valid purchase Transactions submitted by the Merchant.
15.3.Settlement payments will be made by Teya to a bank account in the Merchant’s name. The Merchant’s initial bank account for settlement is as set out in the Merchant Application Form. The Merchant must notify Teya if it wishes to change settlement accounts by sending to Teya a signed change form along with bank confirmation details, irrevocably authorising settlement to be paid to the settlement account specified in the change form. Teya may refuse to accept a change of settlement account if it believes that it may expose Teya or any of its providers to additional risk.
15.4.Teya shall have the right to receive payment from the Card Schemes in respect of all Transactions submitted to Teya. The Merchant acknowledges that it shall have no direct claim against the Card Schemes in respect of Transactions submitted to Teya.
15.5.The Merchant shall only be entitled to payment of the Settlement Value in respect of valid Transactions into its specified bank account from the date on which Teya is obliged to make settlement payment in respect of those Transactions in accordance with the terms of the Merchant Agreement. The Merchant shall have no right to interest on any funds held by Teya in respect of any Transactions prior to Teya’s obligation to make settlement payment to the Merchant’s specified bank account in respect of those Transactions.
15.6.Teya will prepare a settlement letter/settlement notice in connection with settlement payment which shall be made accessible to the Merchant. The settlement letter/settlement notice shall contain information on the amount paid and specify the Transactions included in the settlement as well as all Fees and other deductions, adjustments and set-off.
15.7.Acceptance and/or settlement of Transactions by Teya, and/or inclusion of Transactions by Teya in a settlement letter/notice or other notification that Transactions are to be settled, shall not be nor be deemed to be binding on Teya as to the validity of those Transactions. Teya reserves the right to reject any Transaction at any point if it becomes aware or suspects that it is an Illegitimate Transaction.
15.8.Should the accumulated amount of Merchant’s refunds, chargebacks, fees or other amounts owed to Teya be higher than the Merchant’s aggregated Settlement Value at the same time, the Merchant shall pay the Negative Balance on the due date. The due date is seven days after the date of the Negative Balance. Should a payment date fall on a banking holiday the payment date shall be on the following weekday.
15.9.The Merchant shall have no right to receive his Settlement Value from Teya, that is the value of valid transactions, until a payment for them has been received by Teya from the Card Schemes and/or the relevant card issuer. The Merchant shall have no right to interest on transactions from the date of submission as well as of any funds held by Teya.
16. Interest
16.1.If a Merchant accumulates a Negative Balance as set out in section 15.8, the Merchant will pay Teya interest on the total amount of the Negative Balance. The amount of interest to be charged on the negative balance will be as follows:
(a)From the date on which the Merchant accumulates the Negative Balance until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in Teya’s Fee Tariff from the date on which the Merchant accumulates the Negative Balance until the date on which it is paid; and then
(b)From the due date as set out in section 15.8 until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in Teya’s Fee Tariff plus rates according to Section 5 of Act no. 38/2001 on interests and indexation according to the
16.2.Teya reserves the right to change the interest set out in the Fee Tariff in accordance to section 30.
16.3.Calculation on interests is based on 30 interest days per month and 360 interest days per year. Interests are calculated from a Negative Balance at the end of each day and is credited to the Merchant’s account. Interests are not calculated on the day the Negative Balance is corrected. All payments made by the Merchant due to a debt are first allocated to the payment of interests and costs, including collection fees and attorney fees where applicable.
17. Illegitimate Transactions
17.1.For the avoidance of doubt, Teya shall have no obligation to settle or make any payment to the Merchant in respect of any Illegitimate Transactions, and the Merchant shall have no right to any payment in respect of any Illegitimate Transactions.
17.2.If Teya has settled any Transaction which it subsequently becomes aware or reasonably suspects is an Illegitimate Transaction, Teya shall be entitled to immediate repayment of the Settlement Value of that Transaction from the Merchant and, without limitation to any other rights or recourse Teya may have, Teya may deduct the Settlement Value of that Transaction from any future settlement with the Merchant.
17.3.Notwithstanding the foregoing, the Merchant shall be liable to pay Teya all Fees in respect of the Illegitimate Transactions as if they were valid Transactions, as well as any other amounts to which Teya may be entitled from the Merchant pursuant to the terms of the Merchant Agreement.
17.4.For the avoidance of doubt, clauses 17.1- 17.3 shall apply regardless of whether Teya is required or able to return any funds in respect of the Transactions to the Card Schemes, the Card Issuer or the Cardholder.
18. Minimum Settlement Amount
18.1.Teya reserves the right to decide upon a minimum settlement amount. When settlement is lower than minimum settlement amount, payment will be postponed to next settlement date when the accumulated settlement amount reaches the minimum amount.
18.2.If the Settlement Value of valid Transactions due for settlement on a Settlement Date is less than the Minimum Settlement Amount, settlement of those Transactions will be delayed until the next scheduled Settlement Date on which the Settlement Value of valid Transactions due for settlement equals or exceeds the Minimum Settlement Amount.
19. Fees and other amounts payable by the Merchant
19.1.Merchant requests that Teya charge blended merchant service fees without a reference to different categories and different brands of payment cards with different interchange fee levels. If a Merchant wishes to be charged unblended merchant service fees, please contact Teya. Merchant also requests that individually specified information on Teya‘s merchant service fees, interchange fees and Scheme Fees, will not be specified in a Merchant Agreement. Segregated information on Fees deducted shall be published on the Merchant Web Portal.
19.2.The Merchant shall pay Teya the Fees. The Interchange Fees, Scheme Fees and Service Fees that are charged per Transaction shall become due at the time the Transaction is submitted. The Transaction Processing Fees shall become due at the time authorisation is sought in respect of the Transaction. SWIFT Settlement Fees shall become due at the time of the settlement payment. Chargeback Fees shall become due at the time the Chargeback is initiated. All other Service Fees and other fees shall become due at the time the service is provided by Teya or Teya is otherwise entitled to payment in accordance with the terms of the Merchant Agreement.
19.3.The Merchant shall pay Teya on demand any other amounts payable by the Merchant to Teya under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including any Refunds, Chargebacks, reimbursement of currency conversion costs, reimbursement of any fines and assessments and indemnity or damages payments.
19.4.The Merchant shall be fully responsible for all costs related to the fulfilment and performance of its obligations under the Merchant Agreement, including the cost of any Third-Party Processor providing services to the Merchant. Where Teya pays any cost of any Third-Party Processor providing services to the Merchant, the Merchant shall reimburse Teya on demand.
19.5.Ordinarily Teya will deduct any and all Fees and other amounts payable by the Merchant under the Merchant Agreement from settlement payments in accordance with clause 20. Teya reserves the right however to require the Merchant to pay directly to Teya all Fees and other amounts owed by the Merchant to Teya, and the Merchant shall have no right to set off or withhold any Fees or other amounts due to Teya against any settlement payments or other amounts due to the Merchant from Teya. Teya reserves the right to collect any Fees or other amounts owed by the Merchant to Teya by way of direct debit. For the avoidance of doubt, Teya’s claims against the Merchant for Fees and other amounts due from the Merchant shall not be limited to amounts recoverable from settlement payments, any reserves or otherwise under clause 20, and the Merchant shall remain liable for payment of all other amounts payable by the Merchant in connection with the Merchant Agreement.
19.6.Where the Merchant has chosen unblended (IC++) Merchant Service Fees the Merchant acknowledges that the Scheme Fees and Interchange Fees, charged by Card Schemes and Card Issuers, may vary from time to time as determined by the Card Schemes, and in part by the Card Issuers. As a result, Teya reserves the discretion to amend the Scheme Fees and/or Interchange Fees, as applicable, without notice to the Merchant.
19.7.Teya’s services may be offered in partnership with a third party through such third party’s mobile application, website or other software. In such cases, the Merchant’s relationship with the third party will be governed by a separate commercial relationship between the Merchant and such a third party. Teya is solely responsible for its payment services provided by Teya as part of the third parties services. Teya is not responsible for the functionality of the third party’s services. If agreed between the Merchant and the third party, Teya may also collect service fees on behalf of the third party.
20. Deductions, adjustments and risk provision
20.1.Teya shall deduct from, or add to in the case of an adjustment in favour of the Merchant, the Transaction Value of valid purchase Transactions to be settled the following amounts to the extent that they have not previously been paid by the Merchant to Teya, or, in case of an adjustment in favour of the Merchant, by Teya to the Merchant:
(a)the Fees;
(b)any amounts as a result of Chargeback and fees associated with them;
(c)any Refunds;
(d)any other charges or deductions that Teya is entitled to make pursuant to the Merchant Agreement;
(e)any other amounts owed by the Merchant to Teya under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including as a result of actual or suspected Illegitimate Transactions, currency conversion costs, reimbursement of Third Party Processor fees and/or reimbursement of any fines and assessments and indemnity or damages payments;
(f)any tax or official charges, including any value added tax, levied on any amounts payable by Teya to the Merchant under the Merchant Agreement, which Teya shall charge the Merchant and pay to the applicable authority; and
(g)corrections in the event of incorrect settlement.
20.2.All deductions and adjustments made pursuant to this clause 20 shall be documented in writing by Teya. All amounts deducted from, or added to, the Transaction Value pursuant to this clause 20 shall be deemed to have been paid on the date such deduction or adjustment is made.
20.3.Without prejudice to clause 20.1, to the extent permitted by law Teya may, by written notice, set off any amounts owed by it to the Merchant under the Merchant Agreement or for any reason, against any amounts owed by the Merchant to Teya under or in relation to the Merchant Agreement or any other agreement.
20.4.Teya reserves the right, both during its initial onboarding of a Merchant and as part of ongoing risk management and assessment, to require the Merchant to provide such additional financial guarantees or security as Teya may determine appropriate. If a request for additional financial guarantees or security is made by Teya after the entry into the Merchant Agreement, the request will be regarded as an amendment to the Merchant Agreement pursuant to section IX Amendments. If the Merchant does not terminate the Merchant Agreement in accordance with clause 31 following Teya’s request for additional financial guarantees or security, the Merchant will be deemed to have accepted the amendment.
21. Teya’s right to withhold payment
21.1.Teya may rightfully withhold any unpaid and/or upcoming settlement and/or payment from any reserve towards the Merchant in any of the following circumstances:
(a)in case of any Transactions which Teya suspects may not be valid Transactions, Teya may withhold payment until Teya is satisfied that the Transactions are valid Transactions;
(b)where Teya or any other authorised person has requested information from the Merchant pursuant to the Merchant Agreement, Teya may withhold payment until such information has been provided to Teya’s satisfaction;
(c)in case of the Merchant’s violation of the Merchant Agreement and/or the Card Scheme Standards, Teya may withhold payment until the violation has been remedied and all liabilities resulting from the violation have been met by the Merchant;
(d)in case of a suspicion of a Merchant fraud or potential violation of the Merchant Agreement and/or the Card Scheme Standards, Teya may withhold payment until an investigation has been concluded by Teya and Teya is satisfied that there has been no Merchant fraud or violation of the Merchant Agreement and/or the Card Scheme Standards;
(e)in case Chargeback(s), Refund(s) and/or other activity of the Merchant may expose Teya to a credit risk as determined by Teya, Teya may withhold payment until an investigation has been concluded by Teya and Teya is satisfied it will not be exposed to a credit risk;
(f)where Teya reasonably believes that amounts to be received in respect of Transactions will not cover the Merchant’s future liabilities towards Teya, including but not limited to any Fees as well as any Chargebacks or Refunds, Teya may withhold payment until Teya is satisfied that amounts to be received in respect of Transactions will sufficiently cover the Merchant’s future liabilities;
(g)in case of the Merchant suffering financial difficulties which could, in Teya’s opinion acting in its sole discretion, cause Teya to suffer loss, Teya may withhold payment until the Merchant’s financial difficulties have been resolved;
(h)where instructed or required by any Card Scheme, Teya may withhold payment for as long as instructed or required by the Card Scheme; or
(i)where Teya is not, or reasonably believes that it is not, permitted by law to make payment to the Merchant, Teya may withhold payment until such time as it is of the opinion that it is permitted to make payment.
21.2.To the extent permitted by law, Teya shall notify the Merchant of any withheld payment and the reason for withholding payment. Teya reserves the right to change or assert additional reasons for withholding payment should new information come to Teya’s attention that would independently give Teya a right to withhold in accordance with clause 21.1.
21.3.Once the circumstances entitling Teya to withhold payment have ended, Teya will make settlement payment on the next scheduled Settlement Date, provided that there are no circumstances then in existence which entitle Teya to withhold payment.
VI. Data protection
22. Data protection
22. Data protection
22.1.The Data Processing Agreement sets out the terms on which personal data in relation to Cardholders and/or Transactions is processed, and the rights and obligations of Teya and the Merchant. Without prejudice to the Data Processing Agreement or any other specific provisions of the Merchant Agreement with respect to data handling or data security, the Merchant shall at all times comply with all applicable data protection legislation and rules, including in relation to Cardholder or Transaction information.
22.2.Data security is extremely important to Teya and Teya has put in place appropriate security measures to prevent Merchant data, personal data, as well as Cardholder information, from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, Teya limits access to personal data to those employees, agents, contractors and other third parties who have a business need to know. Teya has put in place procedures to deal with any suspected personal data breach and will notify the Merchant, and any applicable regulator of a breach where Teya is legally required to do so.
22.3.Teya is the sole owner of all data and information that are contained within its system, such as card information. The utilisation of the aforementioned data is, however, limited to use directly or indirectly for the purposes of the Merchant Agreement and only for the purposes set out in Teya’s data protection policies.
22.4.Teya may not under any circumstances provide the Merchant with any Cardholder information.
22.5.To the extent permitted by law, Teya may conduct checks, monitoring and/or surveillance on the Merchant and the Merchant’s Location, whether remotely or in person, to audit and monitor the Merchant’s compliance with the terms of the Merchant Agreement.
22.6.In certain circumstances, including if Teya terminates the Merchant Agreement, Teya may be required to report information about the Merchant to the Card Schemes. Furthermore, Teya may inform the Card Schemes and any appropriate authorities of individual Transactions and/or total turnover by the Merchant, whether on specific Cards or on an aggregate basis. Furthermore, Teya may provide Teya’s settlement banks information and/or documentation upon request, provided that such a request is part of the bank’s due diligence concerning the settlement with the Merchant. The Merchant consents to such reporting by Teya and in no circumstances shall the Merchant have any claim against Teya in respect of such reporting.
VII. Liability
23. Indemnity by the Merchant
23.1.The Merchant agrees to indemnify and hold Teya harmless from and against any loss, claim, action, injury, liability, fine, penalty or expense (including reasonable legal costs) incurred by Teya arising out of or in connection with anything negligently, intentionally, wrongfully or illegally done or omitted to be done by the Merchant, its agents or representatives (or the employees of any of the foregoing) in connection with the Merchant Agreement or as a result of the breach of the Merchant Agreement, including any fines or assessments as a result of non-compliance with the Card Scheme Standards or other regulations. This indemnity is in addition to and does not limit any general legal rights that Teya may have for breach of contract by the Merchant, including but not limited to the right to recover damages.
23.2.The Merchant agrees that Teya shall be entitled in its reasonable discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against it and shall be under no liability in respect thereof to the Merchant.
24. Limitation of Teya’s liability
24.1.Subject to clause 24.3, in no circumstances shall Teya be liable to the Merchant for any:
(a)loss of profits;
(b)loss of sales or business;
(c)loss of agreements or contracts;
(d)loss of anticipated savings;
(e)loss of or damage to goodwill; or
(f)indirect or consequential loss.
24.2.Subject to clause 24.3 and except in relation to Teya’s obligation to pay the Settlement Value of valid Transactions when due, Teya’s total liability for all losses, claims or damages arising out of any and all breaches of the Merchant Agreement by Teya shall be limited to the amount of Fees received by Teya from the Merchant in the twelve (12) months preceding the breach.
24.3.Nothing in clauses 24.1 or 24.2 shall limit any liability which cannot legally be limited.
VIII. Term and termination
25. Duration of the Merchant Agreement
25.1.Unless otherwise stated in the Merchant Application Form, the Merchant Agreement shall remain in force until it is terminated by either Teya or the Merchant in accordance with its terms, until it is superseded by a new Merchant Agreement between Teya and the Merchant or until the Merchant Agreement is otherwise deemed null and void.
26. Termination by the Merchant
26.1.The Merchant may terminate the Merchant Agreement at any time without cause by providing Teya with a written notice of the Merchant’s intention to terminate.
26.2.Further, the Merchant may terminate the Merchant Agreement immediately upon written notice to Teya if one or more of the following circumstances occurs:
(a)Teya does not make payment of any amount due to the Merchant pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by Teya within fourteen (14) days of the Merchant giving Teya notice;
(b)Teya breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from the Merchant notifying Teya of the breach;
(c)If the Merchant does not agree with any amendment to the Merchant Agreement, the Merchant may terminate the Merchant Agreement in writing with immediate effect and without charge.
(d)Teya repudiates any terms of the Merchant Agreement; or
(e)any of the following occurs in relation to Teya, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:
(i)Teya ceases to conduct its business,
(ii)an order is made or resolution passed for the winding up of Teya,
(iii)Teya makes or seeks to make any composition or arrangement with its creditors,
(iv)Teya is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,
(v)an administrator, administrative receiver, receiver or manager is appointed in respect of Teya or its property, or
(vi)any event analogous to any of the foregoing occurs in any jurisdiction in relation to Teya.
27. Termination by Teya
27.1.Unless otherwise required by applicable law, Teya reserves the discretion to immediately terminate the Merchant Agreement by providing the Merchant with a written notice.
27.2.In addition to clause 27.1, Teya may terminate the Merchant Agreement immediately upon written notice to the Merchant if one or more of the following applies:
(a)Teya is required by law, a Card Scheme, the Card Scheme Standards or any regulatory or other body having jurisdiction over it to terminate the Merchant Agreement;
(b)it becomes unlawful for Teya to continue providing services to the Merchant;
(c)the Merchant has, or Teya reasonably believes that the Merchant has, provided inaccurate, incomplete or misleading information to Teya in connection with the application for, entry into and/or operation of the Merchant Agreement;
(d)the Merchant is, or Teya reasonably believes that the Merchant is, in breach of the Card Scheme Standards and/or any applicable laws or regulation;
(e)the Merchant has, or Teya reasonably believes that the Merchant has, submitted Illegitimate Transaction(s) to Teya;
(f)there is a material change in the nature of the Merchant’s business; (g) the Merchant sells all or a substantial portion of its assets;
(h)the Merchant merges with another entity and/or there is a change of control of the Merchant;
(i)the Merchant, whether through its action or omission, does anything which Teya reasonably believes is detrimental to Teya’s or a Card Scheme’s brand, image, reputation or goodwill or may otherwise cause harm or loss to the goodwill of a Card Scheme’s payment system;
(j)any other event or series of events whether related or not (including, without limitation, irregular card sales, Excessive Activity, value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, indications of fraudulent Transactions or Illegitimate Transactions, any material adverse change in the business assets or financial condition of the Merchant) occurs which, in the opinion of Teya, with reference where relevant to its risk policy, may affect the ability of the Merchant to comply with any or all of its obligations pursuant to the Merchant Agreement;
(k)the Merchant does not make payment of any amount due to Teya pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by the Merchant within fourteen (14) days of Teya giving the Merchant notice;
(l)the Merchant breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from Teya notifying the Merchant of the breach;
(m)the Merchant has not, within fourteen (14) days from receiving Teya’s request of information which Teya considers necessary, such as for Teya’s risk assessment and due diligence on the Merchant, provided such requested information;
(n)the Merchant has not, within seven (7) days from receiving Teya’s request thereof, provided any collateral;
(o)the Merchant repudiates any terms of the Merchant Agreement; or
(p)the Merchant’s representative gets a hit on any sanction list;
(q)the Merchant’s operations are no longer operate within Teya’s defined risk appetite;
(r)any of the following occurs in relation to the Merchant, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:
(i)the Merchant ceases to conduct its business,
(ii)an order is made or resolution passed for the winding up of the Merchant,
(iii)the Merchant makes or seeks to make any composition or arrangement with its creditors,
(iv)the Merchant is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,
(v)an administrator, administrative receiver, receiver or manager is appointed in respect of the Merchant or its property, or
(vi)any event analogous to any of the foregoing occurs in any jurisdiction in relation to the Merchant.
28.Partial termination and closing of Merchant Account ID
28.1.Either Teya or the Merchant may terminate the Merchant Agreement in relation to one or more Card Scheme, with the Merchant Agreement remaining in force in respect of the other relevant Card Scheme(s). Notice of partial termination pursuant to this clause 28 shall be made in accordance with the provisions of clause 26 or clause 27 (as applicable).
28.2.Where the Merchant, which is not a consumer as defined in the Acts on Payment Services, has not submitted transactions to Teya for acquiring in thirteen (13) months, without giving any reason, Teya can, without notice, close the Merchant’s account(s) so that transactions cannot be submitted to Teya. The Merchant can request a reopening within three (3) months from the closure of the account(s). Consequences of termination
28.3.Upon termination of the Merchant Agreement, however occurring, the Merchant shall immediately stop submitting Transactions to Teya and shall cease all use of the Card Scheme Marks and any of Teya’s intellectual property and, except as specified in this clause 28.2, Teya’s obligations under the Merchant Agreement shall cease.
28.4.Termination, however occurring, will not affect any liabilities incurred or arising on or prior to or relating to events occurring on or prior to termination. Without prejudice to Teya’s rights to withhold settlement or any of Teya’s other rights under the Merchant Agreement, settlement of valid Transactions submitted prior to termination of the Merchant Agreement shall occur on the next applicable Settlement Date after termination.
28.5.Following termination of the Merchant Agreement the provisions of clauses 6, 7, 14-21, 23, 24, 38 and 39 of these Terms and Conditions as well as any other provisions of the Merchant Agreement which expressly or by implication survive termination shall remain in full force and effect.
IX. Amendments
29. Teya’s right to amend the Merchant Agreement
29.1.Teya may amend the terms of the Merchant Agreement at any time by way of a notice Teya deems reasonable (except where a specified notice period is required by law, in which case Teya will abide by the applicable law).
29.2.Amendments will come into effect on the date Teya specifies in a notice to the Merchant and the Merchant’s use of Teya’s services after the amendments have taken effect constitute the Merchant’s acceptance of the amendments.
29.3.Teya may vary the Merchant Floor Limit at any time and for any reason, and may set different Merchant Floor Limits in respect of each Card Scheme.
29.4.Should the Merchant request changes of any given information in his Merchant Agreement such a request shall be submitted by an authorised person of the Merchant as determined by Teya.
30. Notice of amendments
30.1.Teya may amend any interest or exchange rates at any time and without prior notice, where the changes to those rates are based upon the alteration of reference or exchange rates.
X. Miscellaneous provisions
31. Force Majeure
31.1.Teya shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any of its obligations pursuant to the Merchant Agreement caused by any circumstance beyond its reasonable control (“Force Majeure Event”), which shall, without limiting the generality of the term, be deemed to include, unless due to Teya’s failure to take reasonable care, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break down or damage to electronic, telecommunications or other equipment, fire, flood, pandemic acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of Teya ), legislative or administrative interference.
31.2.On the occurrence of a Force Majeure Event, Teya may at its complete discretion perform or suspend performance of the Merchant Agreement. In the event that performance is suspended Teya will, to the extent practical, seek to meet the Merchant forthwith (or converse by whatever means may be more practicable and acceptable to both parties) to discuss the circumstances with a view to reaching a satisfactory solution. Teya shall take all steps which are reasonable in the circumstances to put itself in a position whereby it can perform its obligations pursuant to the Merchant Agreement.
32. Entire agreement
32.1.The Merchant Agreement constitutes the entire agreement between the Merchant and Teya in relation to the subject matter herein and any previous agreements with similar effect shall terminate immediately on the commencement of the Merchant Agreement except in respect of rights and obligations accrued under such agreements.
32.2.For the avoidance of doubt, where an existing Merchant enters into a new Merchant Agreement solely in respect of a Merchant Location or the provision of goods or services not covered by its existing Merchant Agreement(s), such new Merchant Agreement shall be in addition to and shall not terminate the Merchant’s existing Merchant Agreements unless otherwise agreed by Teya and the Merchant.
33. Assignment and use of sub-contractors and agents
33.1.The Merchant may not assign or transfer all or any of its rights or obligations under the Merchant Agreement without the prior written consent of Teya.
33.2.Teya may assign or transfer its rights under the Merchant Agreement without any requirement of consent from the Merchant.
33.3.Teya also reserves the right to fulfil any of its duties and obligations under the Merchant Agreement using agents and/or sub-contractors. Any such agent or subcontractor used by Teya shall always operate under the identity of Teya, and Teya shall remain responsible to the Merchant for the contractual relationship with the Merchant.
33.4.Without limitation, Teya may use an ISO to provide certain services to the Merchant. Where Teya uses an ISO, the identity of the ISO may be stated in the Merchant Application Form or otherwise notified by Teya to the Merchant. For the avoidance of doubt, the ISO is a service provider of Teya and not of the Merchant. The Merchant’s contractual relationship shall be with Teya and not with the ISO, regardless of whether the ISO has signed the Merchant Application Form.
34. Invalidity and severability
34.1.If any provision of the Merchant Agreement is declared invalid, illegal, or unenforceable, such declaration shall not affect the validity, legality or enforceability of any other provision. The Merchant Agreement shall then be construed as though such provision had never been contained herein, and the provision will be replaced by mutually acceptable wording, which comes closest to the intention underlying the provision.
35. No waiver or amendment
35.1.No waiver by Teya of any breach of the Merchant Agreement shall operate as a waiver of any subsequent or continuing breach. No failure or delay by Teya to exercise any of its rights pursuant to the Merchant Agreement shall be or be deemed to be a waiver or forfeit of those rights by Teya, and, in particular but without limitation to the foregoing, Teya may exercise its right to terminate the Merchant Agreement at any point after such right has arisen, regardless of whether or not the circumstances which gave rise to that right are still occurring at the time of exercise.
36. Notices
36.1.Teya may give notices to the Merchant in respect of the Merchant Agreement:
(a)by post or hand or courier delivery to the Merchant’s registered office, place of business specified in the Merchant Application Form or any other address for notices specified in the Merchant Application Form, in which case the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post;
(b)by e-mail to an e-mail address specified in the Merchant Application Form or any other e-mail address provided by the Merchant from time to time, in which case the notice shall be regarded as given when it is sent by Teya;
(c)where the Merchant uses the Merchant Web Portal (B-Online), via the Merchant Web Portal (B-Online), in which case the notice shall be regarded as given when it is made available by Teya in the Merchant Web Portal (B-Online); or
(d)where Teya provides services to the Merchant through an ISO, via the ISO, however for the avoidance of doubt, Teya shall not be required to give the Merchant notices via the ISO.
36.2.The Merchant may give notices to Teya in respect of the Merchant Agreement:
(a)by post or hand or courier delivery to the address for notices specified in the Merchant Application Form or, if no address for notices is specified in the Merchant Application Form, to Teya Iceland hf., Katrínartún 4, 105 Reykjavík, Iceland, Attn: General Manager Acquiring, in which cases the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post; or (b) by e-mail to the e-mail address specified in the Merchant Application Form or, if no e-mail address for notices is specified in the Merchant Application Form, to help@teya.com, in which cases the notice shall be regarded as given when it is received by Teya.
36.3.All notices shall be given in the language specified in the Merchant Application Form or in English. If no language for the giving of notices is specified in the Merchant Application Form, notices shall be given in Icelandic or English in respect of Merchants whose Merchant Location is in Iceland, and English in respect of all other Merchants.
XI. Governing law and resolution of disputes
37. Governing Law
37.1.The Merchant Agreement shall be governed by and construed under and in accordance with Icelandic law, without giving effect to conflict of law principles. To the extent that Icelandic law is in conflict with laws of the Merchant’s country of residence, Icelandic law shall prevail to the maximum extent possible.
38. Resolution of Disputes
38.1.If the Merchant is dissatisfied with Teya’s service, the Merchant may make a complaint to Teya. Teya’s complaints handling policy and information on how to make a complaint can be found on Teya’s website.
38.2.The Merchant may also refer certain disputes relating to the Merchant Agreement to the Icelandic Complaints Committee on Transactions with Financial Firms. Further information on the Complaints Committee can be found at the website of the Icelandic Financial Supervisory Authority www.fme.is. A ruling by the Complaints Committee does not prevent subsequent handling of the case by a court of law.
38.3.Without prejudice to the foregoing and to the extent permissible by applicable law, disputes arising out of or in connection with the Merchant Agreement, or its subject matter or formation, shall be settled by the District Court of Reykjavík. Despite the above, Teya reserves the right to bring any claims (including injunctive relief) against the Merchant in the jurisdiction where the Merchant is located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.
XII. Special conditions for card not present transactions
39. Scope and application
39.1.These special conditions apply to all Merchants who conduct Card Not Present Transactions. Where Transactions are conducted over the internet, Teya’s special conditions for internet merchants also apply in addition to these special conditions.
39.2.Except to the extent that these special conditions directly conflict with any provisions of Teya’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of Teya’s general Terms and Conditions.
40. Authorisation to accept Cards as payment for Card Not Present Transactions
40.1.Only Merchants who have specifically signed a Merchant Agreement with Teya to submit Card Not Present Transactions may accept Cards as payment for Card Not Present Transactions.
41. Registration of information
41.1.In respect of Card Not Present Transactions, the Merchant shall obtain the following information from the Cardholder:
(a)Card Account Number;
(b)expiry date of the Card;
(c)Card Security code;
(d)Cardholder's name and initials;
(e)if applicable, Cardholder’s statement address;
(f)if applicable and different to the Cardholder’s statement address, the delivery address; and
(g)such additional information as may be notified to the Merchant by Teya in writing from time to time.
42. Transaction Receipts
42.1.A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic or physical means.
XIII. Special conditions for internet merchants
43. Scope and application
43.1.These special conditions apply to all Merchants who conduct Transactions over the internet.
43.2.Except to the extent that these special conditions directly conflict with any provisions of Teya’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of Teya’s general Terms and Conditions. Teya’s special conditions for Card Not Present Transactions apply in addition to these special conditions.
44. Authorisation to accept Cards as payment for Transactions over the internet
44.1.Only Merchants who have specifically been authorised by Teya to accept Cards as payment for Transactions over the internet may accept Cards as payment for valid Transactions over the internet.
44.2.The Merchant’s Location shall be the url specified in the Merchant Application Form only.
44.3.All Transactions made via the internet shall be correctly coded as e-commerce Transactions.
45. Disclosure of information on website
45.1.The Merchant shall clearly disclose the following information on any website where it accepts Card payments:
(a)the Card Scheme logos in full colour and in a non-discriminatory manner to indicate Card acceptance;
(b)a complete description of the goods or services offered for sale by the Merchant via its website;
(c)the Merchant’s return/refund policy;
(d)the terms and conditions of a promotion, if restricted;
(e)a “click to accept” button, or other acknowledgement, evidencing that the Cardholder has accepted the Merchant’s return/refund policy;
(f)information on the Merchant’s customer service contact, including e-mail addresses or telephone number;
(g)the address of the Merchant’s permanent establishment and the address of the Merchant’s outlet;
(h)information on the transaction currency;
(i)information on export restrictions and any other legal restrictions (if known);
(j)the Merchant’s delivery policy;
(k)the Merchant’s consumer data privacy policy;
(l)disclosure of the country in which the Merchant’s outlet is located at the time of presenting payment options to the Cardholder; (m) the Merchant’s security capabilities and policy for transmission of payment card detail; and
(n)display of Merchant’s terms and conditions during the order process either:
(i)on the same screen used as the checkout screen indicating the total transaction amount, or
(ii)within the sequence of web pages accessed by the Cardholder prior to the final checkout.
46. Transaction Receipts
46.1.For each completed e-commerce Transaction a printable receipt page must be displayed after the Cardholder confirms a purchase. A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic means.
47. Online security
47.1.Merchants accepting Card payments via the internet shall ensure that Card Account Numbers are secured during transmission and storage. Merchants are encouraged to use Teya’s virtual number service.
47.2.Teya reserves the right to decline certain types of business for e-commerce Transactions if 3D Secure methods are not used by the Merchant. If 3D Secure methods are used, the Issuer-provided Cardholder authentication verification value shall be included in each authorisation request.
48. Use of affiliates
48.1.The Merchant shall not use any affiliates in order to increase traffic through its website without permission from Teya. Teya may at any time request a copy of the Merchant’s agreement(s) with its affiliates.
49. Rolling Reserve and security
49.1.Teya may establish a Rolling Reserve to ensure Teya’s recovery of any Fees and/or any other amounts owed to it or reasonably anticipated to be owed to it by the Merchant under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement.
49.2.If Teya establishes a Rolling Reserve, Teya shall deduct the Rolling Reserve Deduction from the Transaction Value of Transactions to fund the Rolling Reserve.
49.3.The Rolling Reserve Deduction shall be as specified in the Merchant Application Form or otherwise notified by Teya to the Merchant. If no Rolling Reserve Deduction is specified in the Merchant Application Form or otherwise notified by Teya to the Merchant, the Rolling Reserve Deduction shall be zero. Teya may change the Rolling Reserve Deduction in its sole discretion by notice to the Merchant, including as a result of the Merchant’s actions giving Teya reason to believe that the current Rolling Reserve Deduction and amounts accruing in the Rolling Reserve may not sufficiently cover amounts which the Merchant may owe to Teya, Excessive Activity, increase in Transaction volume above the Merchant’s estimation, warnings or assessments from the Card Schemes and any significant negative deterioration of the Merchant’s financial position.
49.4.A notification of the establishment of a Rolling Reserve or change to the percentage of the Rolling Reserve Deduction shall be sent to the Merchant at least two (2) weeks before the first deduction from settlement or the first deduction at the new Rolling Reserve Deduction percentage, as applicable, is expected to take place. If Teya notifies the Merchant that it will establish a Rolling Reserve or increase the percentage of the Rolling Reserve Deduction, the Merchant may terminate the Merchant Agreement in writing with immediate effect prior to the establishment of the Rolling Reserve or change to the percentage of the Rolling Reserve Deduction becoming effective.
49.5.Teya may use any funds in the Rolling Reserve to pay any Fees and/or other amounts owed to Teya by the Merchant. All payments by way of funds from the Rolling Reserve shall be documented in writing by Teya.
49.6.The Rolling Reserve Deduction for all Transactions within a calendar month shall, subject to the other terms of the Merchant Agreement, be paid to the Merchant on the next Settlement Date after six (6) calendar months have passed from the last day of the calendar month in which the Transaction was submitted. For example, Rolling Reserve Deductions in May, to the extent not used to pay Chargebacks, Refunds, Fees or other amounts owed by the Merchant to Teya and subject to the other terms of the Merchant Agreement, will be paid to the Merchant on the next Settlement Date after 30 November. Teya will continue to make payments from the Rolling Reserve in the manner described in this clause monthly after termination of the Merchant Agreement.
49.7.The Merchant shall only be entitled to payments from the Rolling Reserve from the date specified in clause 50.6, subject however to Teya’s right to withhold payments in accordance with the Merchant Agreement. Teya will pay amounts from the Rolling Reserve to the Merchant in the most expedient and practical method available to Teya. The Merchant shall have no right to any interest on any funds in the Rolling Reserve.
49.8.By entering into the Merchant Agreement, the Merchant grants Teya security and/or a right to set-off over all amounts owed by Teya to the Merchant and all the Merchant’s rights to such amounts, as well as any amounts which as a matter of the applicable law may be held by Teya for or on behalf of the Merchant from time to time, as security for all debts owed by the Merchant to Teya whether in relation to the Merchant Agreement or otherwise.
49.9.Teya’s rights with respect to the Rolling Reserve and other rights under this clause 20.4 shall survive the termination of the Merchant Agreement.
XIV. Special conditions for American Express Merchants
50.1The provisions set out in this section are applicable to Merchants who have American Express enabled as a payment method for their MID(s).
50.2The Merchant agrees:
(a) not to engage in any marketing or promotional activities that are detrimental to American Express’ business or the American Express brand and if the Merchant’s Merchant Agreement is terminated to remove all American Express identification, logos and decals from the Merchant’s premises and/or website immediately.;
(b) to comply with the American Express Data Security Operating Policy which may be amended from time to time;
(c)disclose its refund policy at the time of the purchase and in compliance with applicable law;
(d) for Card Not Present Transactions more than seven (7) days following receipt of the original authorisation code obtain another authorisation code before shipping or delivering an order.
(e) maintain customer service information that is readily available for review by the Merchant’s customers, which should include at minimum, customer service e-mail and telephone number;
(f) indicate its acceptance of American Express Cards whenever the Merchant communicates the payment methods it accepts to customers and display American Express marks in accordance with American Express’ guidelines;
(g) not to criticize or mischaracterize the American Express Card or any of American Express’ services or programs;
(h)not to use the American Express Card to verify a customer’s age; and
(i)for Transactions related to the provision of services, not to process such Transactions on American Express Card until after the services have been rendered.