Supplemental Terms - Acquiring Services (United Kingdom)
These Supplemental Terms set forth the terms and conditions on which Verifone will provide Merchant acquiring services. The acquiring services will be provided by Verifone Payments UK Limited, which is registered in England and Wales, Company Number 14027000, with its head office at 1 Mondial Way, Hayes, United Kingdom, UB3 5AR, and is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 to provide payment services and has Firm Reference Number 978295. For purposes of these Supplemental Terms only, “Verifone” shall refer to Verifone Payments UK Limited.
ACQUIRING SERVICES
Acquiring of Payment Instruments. Merchant hereby appoints Verifone to process Transactions initiated using the Payment Instruments submitted by Merchant to Verifone and settle such Transactions to Merchant subject to these Supplemental Terms, which will remain in full force and effect until terminated in accordance with section 10. Verifone shall provide Transaction processing services (including the authorisation, conveyance, and settlement of Transactions) in the United Kingdom throughout the term of these Supplemental Terms for Merchant using the merchant category code provided by Merchant on an Order Form or such other merchant category code as Verifone may agree in writing. Verifone will not process Transactions under these Supplemental Terms using any other merchant category code. Only Transactions generated within the United Kingdom shall be submitted under these Supplemental Terms. Merchant shall provide Verifone all such information and documentation regarding Merchant or any Transaction as Verifone may reasonably request and agrees that its failure to do so may result in Verifone being unable or unwilling to provide the processing, acquiring, and settlement services described herein.
Certain Payment Acceptance Policies.
Each Transaction must be evidenced by its own transaction receipt completed and provided to the relevant Customer, in each case as required by and in accordance with Card Scheme Rules and applicable law.
Merchant shall not require the Customer to pay the fees payable by Merchant under these Supplemental Terms.
Merchant shall not issue Refunds for Transactions by cash or a cash equivalent (e.g., check) unless required by law or permitted by the Card Scheme Rules.
Unless permitted by the Card Scheme Rules, Merchant shall not engage in any practice that discriminates against or provides unequal treatment of any Card Scheme relative to any other Card Scheme.
Except where expressly permitted by law or the Card Scheme Rules, Merchant shall not set a transaction amount above or below which Merchant refuses to honour otherwise valid Payment Instruments.
If applicable, Merchant shall examine each Payment Instrument physically presented at the point of sale to determine that the Payment Instrument presented is valid and has not expired. If applicable, Merchant shall exercise reasonable diligence to determine that the authorized signature on any Payment Instrument physically presented at the point of sale corresponds to the Customer’s signature on the Transaction Receipt.
With respect to any Transaction for which a Customer is not physically present at the point of sale, such as in any online, mail, telephone, pre-authorized, or recurring Transaction, Merchant must (A) have notified Verifone on its Order Form or otherwise obtained Verifone’s prior written approval of Merchant’s intention to conduct such Transactions; and (B) have appropriate procedures in place to ensure that each Transaction is made by a purchaser who actually is the Customer. Merchant acknowledges that under certain Card Scheme Rules, Merchant cannot rebut a Chargeback where the Customer disputes making the purchase and Merchant does not have an electronic record (e.g., “swiping” or “tapping” a Payment Instrument) or physical imprint of the Payment Instrument.
Merchant agrees to accept all categories of Payment Instruments issued by Visa, Mastercard, and Diners and to accept each such category of Payment Instruments in accordance with applicable law and payment services regulations.
Merchant shall not split a single Transaction into two or more Transactions to avoid or circumvent authorisation limits or monitoring programs.
Merchant shall not accept Payment Instruments for the purchase of scrip.
Merchant shall not require a Customer to complete a postcard or similar device that includes the Customer’s Payment Instrument account number, expiration date, or any other account data in plain view when mailed.
Merchant shall not add any tax or surcharge to Transactions, unless applicable law expressly requires Merchant or a Merchant be permitted to impose the tax or surcharge. If any tax or surcharge amount is allowed, such amount shall be included in the Transaction amount and shall not be collected separately.
Merchant shall not request or use a Payment Instrument account number for any purpose except as payment for its goods or services, unless required by the Card Scheme Rules to support specific services offered by the Card Schemes.
Card Scheme Rules; Compliance with Laws.
Merchant agrees to comply with all applicable Card Scheme Rules, and such other procedures as Verifone or the Card Schemes may prescribe from time to time with respect to it or Transactions.
Merchant shall take all actions necessary throughout the term of these Supplemental Terms to ensure its compliance with applicable laws and regulations relating to the Transactions submitted to Verifone and these Supplemental Terms, including the Consumer Credit Act 1974 and the Financial Services and Markets Act 2000.
Neither Merchant nor any of its subsidiaries, or any of their respective directors, officers, employees, agents, or affiliates is an individual or entity that is, or is owned or controlled by persons that are (A) the target of any sanctions administered or enforced by His Majesty’s Treasury, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. Merchant shall comply with applicable export control laws and regulations and Sanctions.
Merchant shall indemnify, defend, and hold Verifone and its affiliates and each of their directors, officers, employees, and agents harmless from and against all costs, expenses, damages, claims, charges, penalties, fines, and other losses that arise in connection with any breach of this section 1(c).
Requirements for Transactions. With respect to each Transaction submitted to Verifone for processing, Merchant shall ensure that each of the following requirements is satisfied:
The Transaction Record represents payment or refund of payment, for the bona fide sale or lease of the goods, services, or both, which Merchant has provided in the ordinary course of business and in accordance with applicable law and Card Scheme Rules.
The Transaction Record represents an obligation of the Customer for the amount of the Transaction.
The Transaction Record does not involve any element of credit for payment of a previously dishonoured Payment Instrument or for any other purpose than payment for a current transaction. The Transaction does not represent payment for a previous Transaction or charge incurred at the Merchant or a Transaction that was previously charged back by the Customer, irrespective of Customer consent or approval.
Except in the case of approved instalment or pre-payment plans, the goods have been shipped or provided (or made available) or the services have been actually rendered to the Customer.
The Transaction Record is free from any material alteration not authorized by the Customer.
The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim.
Neither Merchant nor any of its employees has advanced any cash to the Customer (except as authorized by the Card Scheme Rules) or to Merchant or to any of its representatives, agents, or employees in connection with a Transaction, nor has Merchant accepted payment for effecting credits to a Customer.
The Merchant is authorized to sell the goods or services related to each Transaction.
Any Transaction submitted to credit a Customer’s account represents a refund or adjustment to a Transaction previously submitted to Verifone.
Merchant has no knowledge or notice of any information that would indicate that the enforceability or collectability of the subject Transaction Record is in any manner impaired. The Transaction Record complies with all applicable laws and regulations. The Transaction Record is originated in compliance with these Supplemental Terms and applicable Card Scheme Rules.
Merchant does not know and should not have known the Transaction to be fraudulent, illegal, damaging to the Card Scheme(s), unauthorized by the Customer, or otherwise in violation of any provision of these Supplemental Terms or any Card Scheme Rule.
Merchant’s claim underlying the Transaction falls within the merchant category code approved by Verifone for Merchant.
The Transaction is to be made in British sterling or such other currency agreed between Merchant and Verifone.
Merchant’s place of business and performance of the obligation on which the Transaction is based is in the United Kingdom.
The Transaction was initiated via a sales channel that has been agreed between Merchant and Verifone.
Verifone Requirements. Merchant agrees that Verifone shall have the right at any time, in its sole discretion: (i) to refuse to process Transactions for Merchant if Verifone reasonably believes the Merchant is acting in violation of the Card Scheme Rules or applicable law, or if there is a material increase in anticipated risk presented by Merchant; (ii) to condition continued processing for Merchant upon Merchant providing sufficient security, collateral, or assurances in favour of Verifone, in an amount and on the terms specified by Verifone; and (iii) to take or require Merchant to take any other measures as may be reasonably required by Verifone to minimize the risk associated with Merchant, comply with applicable Card Scheme Rules, or comply with any applicable legal or regulatory requirements.
Requirements for Merchant. Merchant shall obtain and maintain any authorisation, consent, approval, license, authorisation, or registration required by law, its organizational documents, or otherwise to perform its obligations under these Supplemental Terms and otherwise carry on its business. Merchant shall execute any and all applications and documentation Verifone and the Card Schemes may require. Merchant shall be liable to Verifone for Transactions submitted and any disputed Transactions, credits, or customer service-related expenses, Chargebacks, or fraud.
AUTHORISATIONS.
Obtaining Authorisations. Merchant is required to obtain authorisation and approval codes through Verifone for all Transactions in accordance with these Supplemental Terms. Merchant acknowledges that an authorisation or approval code of a Transaction indicates only (i) that the Payment Instrument contains a valid account number; and (ii) that the Customer’s Payment Instrument has an available credit balance sufficient for the amount of the Transaction at the time the authorisation is given, but does not constitute a representation from Verifone, a Card Scheme, or a card issuing bank that a particular Transaction is a valid or undisputed transaction entered into by the actual Customer.
Lack of Authorisation. Verifone reserves the right to refuse to process any Transaction Record submitted by Merchant (i) unless a proper authorisation or approval code is recorded, (ii) that Verifone reasonably determines is or may become uncollectible from the Customer to which the Transaction would otherwise be charged, or (iii) that was prepared in violation of any provision of these Supplemental Terms or the Card Scheme Rules.
Refunds and Adjustments.
Disclosure of Refund Policy. Merchant shall maintain and follow a fair policy with regard to the refund, return, or cancellation of merchandise or services and adjustments of Transactions that is consistent with Card Scheme Rules and applicable law. Merchant shall disclose its refund, return, or cancellation policy to Customers in the manner and to the extent required by Card Scheme Rules or applicable law and, if requested in writing, to Verifone.
Changes to Policy. If Verifone has previously requested that Merchant disclose its refund, return, or cancellation policies to Verifone, any change in such policy must automatically be submitted to Verifone in writing at least 14 days prior to the effective date of such change. Verifone reserves the right to refuse to process any Transaction Record made subject to a revised refund, return, or cancellation policy of which Verifone has not been notified in advance if required under these Supplemental Terms.
Procedure for Refunds/Adjustments. If Merchant allows a price adjustment, return of merchandise, or cancellation of services in connection with a Settled or Conveyed Transaction, Merchant will prepare and deliver to Verifone a Transaction Record reflecting such refund or adjustment within 3 days of receiving the request for such refund or adjustment. The amount of the refund or adjustment cannot exceed the amount shown as the total on the original Transaction Record except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. Merchant is not allowed to accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may cash refunds be given to a Customer in connection with a Settled or Conveyed Transaction, unless permitted or required by law.
Settlement.
Submission of Transaction Record. Merchant is required to submit the Transaction Record no later than the next business day immediately following the day that such Transaction Record is originated. Failure to do so can result in higher interchange fees and other costs and increased Chargebacks. For debit card transactions that are credits to a Customer’s account, Merchant agrees to submit such Transaction Record within 24 hours of receiving the authorisation for such credit. Unless otherwise indicated on an Order Form, Merchant will be solely responsible for all communication expenses required to facilitate the submission and transmission of all Transaction Records to Verifone.
Merchant’s Bank Accounts. Merchant must maintain one account in the United Kingdom designated to receive funds related to the settlement of Transactions in accordance with these Supplemental Terms (such account, the “Settlement Account”). During the term of these Supplemental Terms, and thereafter until Verifone notifies Merchant that all monies due from Merchant under these Supplemental Terms have been paid in full, Merchant agrees not to close the Settlement Account without giving Verifone at least 5 days’ prior written notice and substituting another Settlement Account. Merchant is solely liable for all fees and costs associated with the Settlement Account and for all overdrafts. Merchant authorizes Verifone to initiate electronic credit and debit entries and adjustments to the Settlement Account or applicable bank account at any time without regard to the source of any monies therein. Verifone will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including delays or errors by the Card Schemes or Merchant’s bank.
Conveyed Transactions. To the extent that Merchant submits any Conveyed Transactions for processing by Verifone and Merchant does not have a valid agreement in effect with the applicable Card Scheme, Merchant hereby authorizes Verifone, at Verifone’s option, to submit such Transactions to the applicable Card Scheme, and to share with the applicable Card Scheme such information from the Application or otherwise provided to Verifone by Merchant as may be required to approve acceptance of such Payment Instrument as method of payment. Subject to such approval, Merchant agrees to the applicable Card Scheme’s standard terms and conditions with respect to such method of payment. Upon the transmission of such Conveyed Transactions to Verifone, the Conveyed Transaction will be forwarded to the appropriate Card Scheme. Payment of the proceeds due for such Conveyed Transaction will be governed by the agreement with that Card Scheme, and Verifone bears no responsibility for performance of such agreement. Even if a valid authorisation for a Conveyed Transaction is obtained, Verifone is not liable for errors in Settlement Account entries relating to the funding of those Conveyed Transactions, including delays caused by Merchant, Merchant, third parties, the Card Schemes, or Merchant’s or Merchant’s bank.
Transfer of Settlement Funds. For all Settled Transactions, Verifone will process the Transaction Records to facilitate the funds transfer between the various Card Schemes and Merchant. Verifone shall value date and make available to the Merchant funds it receives for the Merchant no later than the business day on which the funds are credited to Verifone from the Card Schemes. No later than the next business day after receiving and value dating the credit for such Transaction Record, Verifone shall (and Merchant instructs Verifone to) initiate the transfer of such proceeds to Merchant’s Settlement Account. The proceeds payable shall be equal to the amounts received by Verifone and denominated in British sterling (GBP) or such other currency agreed between Merchant and Verifone. Verifone also reserves the right to withhold or offset from the proceeds owed to Merchant by Verifone any or all amounts owed by Merchant to Verifone or any of its affiliates under these Supplemental Terms, any Order Form, or any other agreement between Merchant and Verifone or any of its affiliates. Merchant agrees that all Chargebacks, Customer refunds and adjustments, fees, charges, fines, assessments, penalties, and all other liabilities are due and payable when Verifone receives notice thereof from the Card Schemes or any third party, or otherwise pursuant to these Supplemental Terms. Merchant agrees to pay all such amounts without any deduction or offsets. Alternatively, at Verifone’s sole option, Verifone may debit the Settlement Account for such amounts at any time. Without limiting the foregoing or Verifone’s other rights and remedies under these Supplemental Terms, if a Card Scheme notifies Verifone that it intends to impose any fine, fee, or penalty as a result of excessive Chargebacks or Merchant’s acts or omissions (including failure to fully comply with any Card Scheme Rules), Verifone may suspend the processing of the Transactions upon at least 10 days’ prior notice.
Retrieval Requests.
Records. Merchant agrees to store and retain each Transaction Record in compliance with the Card Scheme Rules and in any event for no less than 18 months.
Response to Retrieval Requests. Verifone will send Merchant any Retrieval Request that it cannot satisfy with the information it has on file concerning any Settled Transaction. In response, Merchant must provide, in writing by certified or overnight mail (or by other means as agreed to by Verifone), the resolution of the investigation of such Retrieval Request and include legible copies of any documentation required by the Retrieval Request within 7 days after it is sent (or such shorter time as the Card Scheme Rules may require). Merchant acknowledges that failure to timely fulfil a Retrieval Request and in accordance with Card Scheme Rules may result in an irreversible Chargeback.
INFORMATION AND CONTACTING VERIFONE
Verifone will provide Merchant with information about the services under these Supplemental Terms via its merchant portal known as Verifone Central, access to which Verifone will provide in accordance with its standard procedures upon acceptance of an Order Form. The Transaction information available on Verifone Central is updated on daily basis.
Verifone will communicate with Merchant via email or Verifone Central in English unless required by law to communicate using an alternative method. Merchant must notify Verifone if any contact details provided to Verifone change. To communicate with Verifone, Merchant must send an email to uk.customer.services@verifone.com.
Verifone will provide Merchant with a hard copy of these Supplemental Terms at any time on request free of charge.
Chargebacks.
Chargeback Reasons. Merchant may receive a Chargeback from a Customer or Card Scheme for several reasons under the Card Scheme Rules. Merchant must pay Verifone a fee for each Chargeback in the amount set forth in the applicable Order Form.
Excessive Chargebacks. If Merchant receives an excessive amount of Chargebacks, as determined by the Card Schemes, in addition to other remedies under these Supplemental Terms, Verifone may take the following actions: (i) review Merchant’s internal procedures relating to acceptance of Payment Instruments and notify Merchant of new procedures which should be adopted to avoid future Chargebacks; (ii) collect from Merchant an amount determined by Verifone to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines; (iii) terminate these Supplemental Terms; or (iv) refuse to process Merchant’s Transactions. Merchant also agrees to pay all penalties, fees, fines, and costs assessed against Merchant or Verifone relating to Merchant’s violation of these Supplemental Terms or the Card Scheme Rules with respect to the acceptance of Payment Instruments, Transactions, or Excessive Chargebacks under this section.
Claims of Customers. Merchant agrees that it will be liable to Verifone for all Chargebacks and that the funds provided to Merchant by Verifone with respect to any Transaction represent only a provisional credit and remain subject to potential Chargebacks. To the extent Verifone has paid or may be called upon to pay a Chargeback, refund, or adjustment for or on the account of a Customer and Merchant does not immediately reimburse Verifone as provided in these Supplemental Terms, then for the purpose of obtaining reimbursement of such sums paid or anticipated to be paid, Verifone shall have all of the rights and remedies of such Customer under applicable laws and Merchant (for itself and on behalf of the Merchants) authorizes Verifone to assert any and all such claims in Verifone’s own name for and on behalf of any such Customer individually or all such Customers as a class.
Display Of Card Scheme Marks. Merchant is prohibited from using the Card Scheme Marks, as defined below, other than as expressly authorized by the Card Schemes or the Card Scheme Rules. Card Scheme Marks or Marks mean the brands, emblems, trademarks, and logos that identify a Card Scheme. Additionally, and except as authorized by the Card Schemes, Merchant shall not use the Card Scheme Marks other than to display decals, signage, advertising, and other forms depicting the Card Scheme Marks that are provided to Merchant (i) by the Card Schemes; (ii) by Verifone pursuant to these Supplemental Terms; or (iii) as otherwise approved in writing by Verifone. Merchant may use the Card Scheme Marks only to promote the services covered by the Card Scheme Marks by using them on decals, indoor and outdoor signs, advertising materials, and marketing materials; provided that all such uses must be consistent with Card Scheme Rules. Merchant has no ownership rights in the Card Scheme Marks and shall not assign to any third party the rights to use the Card Scheme Marks. The right to use the Card Scheme Marks pursuant to these Supplemental Terms terminates simultaneously with the termination of these Supplemental Terms.
Fees.
Order Form. Merchant agrees to pay Verifone for the services as set forth in the relevant Order Form in accordance with these Supplemental Terms. Fees payable under these Supplemental Terms that contain a fraction of a penny will be rounded up to the next full penny. All fees are stated, invoiced, and payable in British sterling (GBP).
Changes.
Verifone Fees. Verifone may modify the pricing for the services provided under these Supplemental Terms on 2 months’ prior written notice. If Merchant does not agree with the new pricing, Merchant may terminate these Supplemental Terms on written notice to Verifone prior to the end of such notice period. If Merchant does not so notify Verifone, it shall be deemed to have accepted such modified pricing.
Application of Card Scheme and Third-Party Costs, Fees, and Charges. Verifone’s fees, charges, and discounts shall include, reflect, or pass through certain fees, costs, charges applied by Card Schemes or third-party providers. Verifone may change its fees, charges, and discounts resulting from (A) changes in Card Scheme fees (such as interchange, assessments, and other charges); (B) changes in pricing by any third-party provider of a product or service used by Merchant; or (C) fees which are added by a Card Scheme or card issuer. Such new prices will be applicable as of the effective date established by the Card Scheme or third-party provider. For clarity, any price changes made pursuant to this section 9(b)(ii) shall not give rise to a termination right by Merchant.
Payment.
Merchant’s obligation to pay the fees is independent of Verifone’s right to invoice and any failure by Verifone to issue an invoice for any fees due hereunder shall not relieve Merchant of the obligation to pay such fees.
If Merchant fails to pay any fees when due, Verifone reserves the right to pursue any and all legal remedies to collect the amounts owed by Merchant, including offsetting such amounts against amounts Verifone is otherwise obligated to settle to Merchant hereunder in accordance with clause (iii) below and suspending the processing of Transactions.
If Merchant fails to pay Verifone or any of its affiliates any fees, indemnities, or other amounts payable under these Supplemental Terms, an Order Form, or any other agreement when due, Verifone and any of its affiliates shall have the right to offset such fees, indemnities, or other amounts against any amount payable by Verifone or any of its affiliates to Merchant under these Supplemental Terms, an Order Form, or any other agreement.
Termination by Verifone for Convenience. Verifone may terminate these Supplemental Terms on 2 months’ prior written notice to Merchant.
Termination by Verifone for Cause. Verifone may terminate these Supplemental Terms immediately on written notice to Merchant if any of the following occurs (each, a “Termination Event”):
any Card Scheme (A) notifies Verifone that it is no longer willing to accept Transactions from Merchant or support Merchant’s registration with such Card Scheme; or (B) requires Verifone to terminate or limit these Supplemental Terms;
Merchant or any person owning or controlling Merchant’s business is listed in one or more databases of terminated or high-risk merchants maintained by the Card Schemes;
Merchant engages in conduct that causes or could cause Verifone to be in violation of the Card Scheme Rules or applicable law;
Merchant submits irregular Transactions that materially increase the anticipated risk and which have not been previously disclosed and approved by Verifone or Merchant otherwise engages in conduct that creates or could tend to create harm or loss to the goodwill of any Card Scheme or Verifone;
excessive Chargebacks related to Merchant;
Verifone, in its reasonable discretion, deems Merchant to (A) be financially insecure, such that Merchant is unable to meets its obligations under these Supplemental Terms or (B) have different risk profile or transaction profile than originally approved and which results in such risk profile or transaction profile being inconsistent with Verifone policies;
Merchant does not submit any Transactions for processing for a period of at least 15 months; or
Verifone is no longer authorized by the applicable governing authority to provide the services described herein.
Termination by Merchant. Merchant may terminate these Supplemental Terms on one month’s advance written notice to Verifone.
Suspension of Processing. In addition to the remedies above and any rights Verifone may have under these Supplemental Terms, and without limiting such other rights and remedies, Verifone may suspend the processing of some or all of Merchant’s Transactions on 5 days’ prior notice to Merchant upon: (i) the occurrence of Termination Event; (ii) receipt by Verifone of notice that a Card Scheme intends to impose any fine or penalty as a result of excessive Chargebacks or Merchant’s or a Merchant’s acts or omissions; or (iii) receipt by Verifone of objections or concerns expressed by a Card Scheme which render Verifone’s continued processing of Merchant’s Transactions unduly burdensome, impractical, or risky. Notwithstanding the foregoing, Verifone may suspend the processing of Transactions immediately if required by law, government order, or to maintain the security and integrity of Verifone’s systems.
Termination of Merchants. Verifone may immediately terminate these Supplemental Terms for fraudulent activity, a material violation of the Card Scheme Rules or applicable law, actions which create or could tend to create harm or loss to the goodwill of any Card Scheme or Verifone; or any other conduct by Merchant which creates reputational risk to Verifone.
Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions, all related adjustments, fees, and other amounts due from Merchant, and the resolution of any related Chargebacks, disputes, or other issues involving Transactions, will continue to apply even after termination of these Supplemental Terms, with respect to all Transactions made prior to such termination or after such termination, as described below. After termination of these Supplemental Terms for any reason whatsoever, Merchant shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments resulting from Transactions processed pursuant to these Supplemental Terms and all other amounts then due or which thereafter may become due to Verifone under these Supplemental Terms or which may be due to Verifone before or after such termination. If Merchant submits Transaction Data to Verifone after the date of termination, Verifone may, at its sole discretion and without waiving any of its rights or remedies under these Supplemental Terms, process such Transaction Data in accordance with and subject to the terms of these Supplemental Terms. Merchant acknowledges that Verifone may be required to report Merchant’s business name and the names and other identification of its principals to the Card Schemes in certain circumstances. Upon notice of termination of these Supplemental Terms, Verifone may estimate the aggregate dollar amount of anticipated Chargebacks, Refunds, and anticipated risks that Verifone reasonably anticipates subsequent to termination, and Merchant agrees to immediately deposit such amount in its Settlement Account.
LIABILITY
Liability for Incorrect Transmissions. Subject to the provisions of these Supplemental Terms, Verifone shall transmit a payment order initiated by the Merchant in respect of a Transaction for processing immediately upon confirmation from the Card Scheme, which Verifone will request immediately upon Merchant’s submission of a Transaction to Verifone. If Verifone does not transmit a payment order correctly, Verifone shall, as necessary:
re-transmit the order for processing; and
ensure that the Transaction is value dated to the Merchant no later than the date it would have been value dated if the Transaction had been executed correctly and restore any directly arising charges or loss or payment of interest.
Duty to notify: On becoming aware of any incorrectly executed Transaction, Merchant shall notify Verifone without undue delay, and in any event no later than 13 months after the debit date or correct credit date. Verifone shall not be liable to Merchant in relation to any unauthorised or incorrectly executed Transaction where Merchant has failed to notify Verifone within these timeframes.
No Liability for Third-Party Matters. Verifone will not be liable for any breach of these Supplemental Terms or any applicable payment services regulations caused by or arising as a result of the act, omission, or delay of a financial institution, card issuer, card processor, payment network, operator of a Card Scheme, third-party system or technology provider outside of Verifone’s control, or a communications network.
No Other Liability. This section 11 and the limitations on liability set forth in the Standard Terms and Conditions set forth Verifone’s entire liability in respect of these Supplemental Terms and the services described herein.
Indemnification.
Verifone. Verifone agrees to indemnify Merchant and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, costs, expenses, and reasonable attorneys’ fees) arising out of any third-party claim arising from (i) any failure by Verifone to properly safeguard the Customer’s account information, or (ii) Verifone’s failure to deliver funds in accordance with section 4 of these Supplemental Terms (which relates to settlement payments due from Verifone for Transaction Records). This indemnification does not apply to any claim relating to Merchant’s failure to resolve a payment dispute concerning merchandise or services sold by Merchant or to Merchant’s negligence or wilful misconduct.
Merchant. Merchant agrees to indemnify Verifone, its affiliates, and its and its affiliates’ respective officers, directors, employees, agents, and sponsoring banks from any claims, actions, arbitrations, judgments, losses, liabilities, and damages of any and every kind (including costs, expenses, and reasonable attorneys’ fees) caused by, resulting from, arising out of, or in any way relating to (i) any claim, complaint, dispute, return, refund, or Chargeback with respect to any Transaction or Transaction Record submitted by Merchant, (ii) Merchant’s noncompliance with these Supplemental Terms or the Card Scheme Rules, and failure to comply with the Security Standards or any fines, fees, or penalties assessed against Verifone by any of the Card Schemes arising out of or relating to Merchant’s Transactions or Chargebacks, (iii) failure to accept the application of the SCA Requirements to relevant Transactions, (iii) any intentional or negligent misrepresentation by Merchant as to the type of business it conducts, (iv) Merchant’s failure to comply with applicable laws and regulations or any act or omission by Merchant that causes Verifone, any Card Scheme, or any Payment Instrument-issuing bank to be in violation of any applicable laws or regulations.
Survival. The indemnities provided under this section 12 shall survive the termination of these Supplemental Terms.
Transaction Record And Payment Instrument Information.
Verifone may use the financial information and other information about Merchant, Transaction Records, and other information that Verifone receives in the course of performing its obligations under these Supplemental Terms for any legal purpose, subject to the provisions of these Supplemental Terms and Card Scheme Rules.
Merchant shall exercise care to prevent disclosure or use of Payment Instrument Information other than (i) to Merchant’s agents and contractors for the purpose of assisting Merchant in completing a Transaction, (ii) to the applicable Card Scheme, or (iii) as specifically required by law. Merchant acknowledges and agrees that its use of any fraud mitigation or security enhancement solution (e.g., encryption product or service), whether provided to Merchant by Verifone or by a third party, in no way limits Merchant’s obligation to comply with the Security Standards or Merchant’s obligations under these Supplemental Terms.
Merchant is allowed by the Card Scheme Rules to store only certain Payment Instrument Information (currently limited to the Customer’s name, Payment Instrument account number, and expiration date) and is prohibited from storing additional Payment Instrument Information, including any security code data such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. Merchant will store all media containing Payment Instrument Information in an unreadable format wherever it is stored and in an area limited to selected personnel on a “need to know” basis only and, prior to discarding any material containing Payment Instrument Information, destroy it in a manner rendering the account numbers unreadable. If at any time Merchant determines that Payment Instrument Information has been compromised, Merchant will notify Verifone immediately and assist in providing notification to such parties as may be required by law or Card Scheme Rules, or as Verifone otherwise reasonably deems necessary.
Merchant agrees to comply with all Security Standards, as defined herein. Merchant further agrees to provide Verifone the results of any tests, scans, or assessments of Merchant’s compliance with Security Standards required by the Card Schemes. If Verifone performs any validation services (testing or otherwise) for Merchant related to Merchant’s compliance with Security Standards, such services shall be fully chargeable by Verifone and are not included in the fees payable by Merchant for the acquiring services provided hereunder.
Merchant must notify Verifone of its and any Merchant’s use of a Service Provider and, to the extent required by each Card Scheme, all Service Providers must be (i) compliant with all Security Standards applicable to Service Providers, and (ii) registered with or recognized by such Card Schemes as being so compliant. Merchant agrees to exercise due diligence to ensure that all of its and Merchant’s Service Providers, agents, business partners, contractors, or subcontractors with access to Payment Instrument Information comply with the Security Standards. To the extent required by each Card Scheme, all Payment Applications or software involved in processing, storing, receiving, or transmitting of Payment Instrument Information used by Merchant or a Merchant shall be (i) compliant with all Security Standards applicable to such Payment Applications or software, and (ii) registered with or recognized by such Card Schemes as being so compliant.
Merchant understands that failure of it or a Merchant to comply with the Card Scheme Rules, including the Security Standards, or the compromise of any Payment Instrument Information, may result in assessments, fines, or penalties by the Card Schemes, and Merchant agrees to indemnify and reimburse Verifone immediately for any such assessment, fine, or penalty and any related loss, cost, or expense incurred by Verifone. If any Card Scheme requires a forensic examination of Merchant or a Merchant or any of their respective Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, including Chargeback, fraud, or data security compromise events or such other events that the Card Schemes include in the Card Scheme Rules (“Data Security Compromise Event”), Merchant shall cooperate (and shall cause all applicable Service Providers to cooperate) with such forensic examination until it is completed (including the engagement of an examiner acceptable to the relevant Card Scheme). Notwithstanding the foregoing, the Card Schemes may directly engage, or demand that Verifone engage, an examiner on behalf of Merchant to expedite the investigation of the Data Security Compromise Event. In either scenario, Merchant agrees to pay for all costs and expenses related to such forensic examination (including any attorneys’ fees and other costs relating to such forensic examination).
Merchant agrees that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, it will not sell, transfer, or disclose any materials that contain Transaction Record or Payment Instrument Information to third parties. Merchant must return such information to Verifone or provide Verifone with acceptable proof of its destruction.
Information About Merchant’s Business.
Additional Financial Information. Merchant agrees to furnish to Verifone its most recently prepared financial statements and credit information on 5 days’ written notice from Verifone.
Audit Rights. With prior notice and during normal business hours, Verifone’s duly authorized representatives may visit Merchant’s business premises and may examine Merchant’s books, records, and information that pertain to Transaction Records or compliance with these Supplemental Terms.
Other Information. Merchant must provide at least 30 days’ prior written notice of its or a Merchant’s intent to change product lines or services, its trade name, or the way it accepts Payment Instruments. If Verifone determines such a change is material, Verifone may refuse to process any Transaction Records made after the change following 5 days’ prior notice to Merchant. Merchant agrees to provide Verifone with prompt written notice if Merchant or a Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding.
DATA PROTECTION AND SECURITY.
Data Protection. For the purpose of this these Supplemental Terms, each of the terms “Data Controller”, “Data Processor”, “Personal Information”, “Data Subjects”, “Processing”, and “Supervisory Authority” have the respective meaning ascribed to it in all applicable data protection and privacy legislation in force from time to time in the UK and EU, including the UK Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) (“Data Protection Legislation”). Verifone and Merchant acknowledge that they may mutually acquire Personal Information (related to legal representatives, internal staff, agents, and contractors) during the term of these Supplemental Terms for managing and executing these Supplemental Terms, or to comply with applicable laws. If reasonably requested by the other Party, each Party shall cooperate to address (i) any Data Subject requests, (ii) any other communication from a Data Subject concerning the Processing of their Personal Data, and (iii) any communication from a Supervisory Authority concerning the Processing of Personal Data or compliance with the Data Protection Legislation.
Verifone Activities. Verifone collects, processes, uses, and shares Personal Information in accordance with the Data Protection Legislation, Card Scheme Rules, these Supplemental Terms, and Verifone’s privacy policy, available at https://www.verifone.com/en/global/legal/gdpr-privacy-policy-uk-and-european-economic-area. Verifone will act as the Data Controller for all Personal Information transferred to it by Merchant. Verifone will disclose Personal Information submitted in connection with Transactions to the Card Schemes or their authorized processors to fulfil its obligations under these Supplemental Terms, including the authorization and processing of Transactions. Verifone will maintain the confidentiality of the Personal Information and will not disclose the Personal Information to third parties except as specifically authorized by (i) Merchant, (ii) applicable law, court order, or the order of any other governmental authority, in which case Verifone will first inform Merchant of such requirement and, if permitted by law and practicable under the circumstances, give Merchant an opportunity to object or challenge the requirement, (iii) these Supplemental Terms (including clause (c) below), or (iv) any other agreement that may be executed between Merchant and Verifone or any Verifone Affiliate. Verifone may anonymize Personal Information and use it for analysis of statistical trends, carrying out actuarial work, business planning, risk assessment, and analysing costs and charges.
Merchant Authorization and Consent. Merchant expressly consents to the processing of Personal Information by Verifone in accordance with these Supplemental Terms and for the purposes of Verifone performing its obligations hereunder. Merchant authorizes Verifone to use Personal Information Merchant provides to Verifone for underwriting and customer due diligence purposes, such as compliance assessments, crime and fraud prevention, credit references, identity verification, debt recovery, legal compliance, and business analysis (“Diligence Purposes”). Merchant authorizes Verifone to disclose data to Verifone’s affiliates and third parties for Diligence Purposes and consents to data processing by such Verifone affiliates and third parties for Diligence Purposes. Merchant acknowledges that such disclosures and data processing may involve transferring Personal Information and other data outside the UK, EU, or EEA and expressly consents to such transfers.
Merchant Responsibility. Merchant is responsible for (i) obtaining explicit consent from Customers and other data owners and providing clear privacy notices in accordance with Data Protection Legislation; (ii) ensuring data subjects’ rights, including access, rectification, erasure, and other rights, are respected through established processes; (iii) implementing and maintaining adequate security measures for all systems and tools that Merchant controls on or through which data is stored or transferred; (iv) complying with Data Protection Legislation when transferring Personal Information to Verifone; (v) complying with Data Protection Legislation in respect of any Personal Information it may process; and (vi) securing any connections between the Merchant IT Environmental and Verifone’s IT Environment in accordance with Data Protection Legislation, industry standards and best practices, and any specifications provided by Verifone. Verifone may suspend any connection to Verifone’s IT Environment if it reasonably believes that such a connection or the data or other information passed through it poses a risk to the security or stability of Verifone’s technology systems and environment.
Effect of Termination. Upon termination of these Supplemental Terms, Verifone and Merchant shall delete or return any Personal Information in their possession to the relevant data owner, except where Verifone or Merchant is required by applicable law or PCI rules to retain some or all of such Personal Information.
Data Security. Merchant shall implement appropriate technical and organizational measures to safeguard Personal Information from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. If the Merchant becomes aware of or suspects a compromise in its technology systems or environment (a “Security Incident”), it shall notify Verifone without undue delay using the contact details specified in section 6 of these Supplemental Terms.
Duty to Notify. Upon becoming aware of a Security Incident affecting Personal Information processed on Merchant’s behalf, Verifone shall notify Merchant without undue delay and shall provide such cooperation as Merchant may reasonably request to fulfil any data breach reporting obligations Merchant may have under the Data Protection Legislation. Verifone shall take such actions to remedy or mitigate the effects of the Security Incident as are reasonably necessary and shall keep the Merchant informed of material developments with the Security Incident. If a Security Incident occurs, Verifone will (i) investigate the Security Incident, (ii) provide Merchant with a remediation plan to address the Security Incident, mitigate the incident, and reasonably prevent future incidents, (iii) remediate the effects of the Security Incident in accordance with such remediation plan, and (iv) reasonably cooperate with the Merchant and any law enforcement or regulatory official investigating such Security Incident. Upon becoming aware of suspected or actual fraud or security threats, Verifone shall notify Merchant without undue delay using the contact details provided by Merchant.
Miscellaneous.
Application and Credit Check. Merchant represents and warrants that statements made on the Application for these Supplemental Terms are true as of the date of execution of these Supplemental Terms. Merchant agrees to promptly update any changes thereto during the term of these Supplemental Terms. Merchant’s signature on these Supplemental Terms authorizes Verifone to perform any credit check deemed necessary with respect to Merchant and its directors, officers, affiliates, principals, and guarantors (if applicable).
Amendment. These Supplemental Terms may be amended on the provision of 2 months’ written notice by Verifone to Merchant. If Merchant does not agree to the amendments it may terminate these Supplemental Terms on written notice to Verifone prior to the end of such notice period. If Merchant does not so notify Verifone, it shall be deemed to have accepted the amendments proposed and they will take effect on the date proposed by Verifone on or following the expiry of the two-month notice period.
Survival. Any provision of these Supplemental Terms which by its nature should be deemed to survive to effect its purpose shall survive the termination of these Supplemental Terms.
Complaints Process. If Merchant or any Merchant is dissatisfied with any aspect of Verifone’s acquiring services provided hereunder, Merchant may submit a complaint in writing to vpukcs@verifone.com. Merchant may have the right to refer a complaint to the Financial Ombudsman Service. Further information about this process is available at https://www.financial-ombudsman.org.uk/. Verifone shall endeavour to review each complaint carefully and promptly and will use reasonable endeavours to respond to each complaint within 15 business days of receipt or 35 business days of receipt in certain exceptional circumstances, in which case Verifone will provide a holding response within 15 business days explaining the reasons for the delay and confirm the date on which Merchant will receive a response.
Definitions. The following terms have the corresponding meanings set forth in this section when used in these Supplemental Terms:
“Application” is a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to Verifone, including credit and financial information, to induce Verifone to enter into these Supplemental Terms and that has induced Verifone to process Transactions under these Supplemental Terms.
“Card Scheme” is any payment method provider whose payment method is accepted by Verifone for processing, including Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, electronic check, gift card and other stored value and loyalty program providers. Card Scheme also includes the Payment Card Industry Security Standards Council.
“Card Scheme Rules” are the bylaws, rules, and regulations, as they exist from time to time, of the Card Schemes, as may be revised from time to time by the Card Schemes in their sole discretion.
“Chargeback” is a reversal of a Transaction previously presented to Verifone pursuant to Card Scheme Rules.
“Conveyed Transaction” is any Transaction conveyed to a Card Scheme for settlement by such Card Scheme directly to Merchant.
“Customer” is the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument.
“Payment Application” is a third-party application that is involved in the authorisation or settlement of Transaction Record.
“Payment Instrument” is an account, or evidence of an account, authorized and established between a Customer and a Card Scheme, or representatives or members of a Card Scheme that Merchant accepts from Customers as payment for a good or service. Payment Instruments include credit and debit cards, electronic checks, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts.
“Payment Instrument Information” is information related to a Customer or the Customer’s Payment Instrument, that is obtained by Merchant from the Customer’s Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument (for example a security code, a PIN number, or the customer’s zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Payment Instrument account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any date read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Instrument Information shall be treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data” as such terms are used in the then current PCI DSS.
“Retrieval Request” is a request for information by a Customer or Card Scheme relating to a claim or complaint concerning a Transaction.
“SCA Requirements” means the measures mandating the application of strong customer authentication in specified scenarios as required under regulation 100, Payment Services Regulations 2017.
“Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Card Schemes or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including the Payment Card Industry Data Security Standards (“PCI DSS”) and Security Standard Framework, Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, Visa’s Payment Application Best Practices, MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time.
“Service Provider” is any party that processes, stores, receives, transmits, or has access to Payment Instrument Information Merchant’s behalf, including Merchant’s or Merchants’ agents, business partners, contractors, and subcontractors.
“Settled Transaction” is a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the return of refund of such purchase and the dollar amount of such Transaction is settled by the Card Scheme through Verifone to the Settlement Account.
“Transaction” is a transaction conducted between a Customer and a Merchant utilizing a Payment Instrument under which a transfer of funds is to be made between the Customer and Merchant, and which is submitted to Verifone by Merchant.
“Transaction Records” are the written or electronic record of each Transaction, including an authorisation code or settlement record submitted to Verifone for processing.