Platform Merchant Terms

These Platform Merchant Terms describe how you may use Checkout.com’s services (including to allow you to accept payments for goods or services).

By accessing or using Checkout.com’s services through the Platform, you expressly agree to the terms and conditions of these Platform Merchant Terms and any updates or amendments to those made from time to time by Checkout.com and/or the Platform and notified to you. Therefore, it is important that you regularly check our website as throughout these Platform Merchant Terms, we make reference to various matters that may be notified to you on our website.

If you need support or have any questions relating to the services provided by Checkout.com, please contact the Platform in the first instance.

A. Finding your way around these Platform Merchant Terms

Part 1- General Terms

These are the terms that apply to our relationship with you for any service that we provide to you globally.

Part 2 -Service Specific Terms

These are the terms that apply to the individual services that we are providing to you.

Part 3 - Definitions

The meaning of capitalised terms in these Platform Merchant Terms are set out here.

Part 4 - Country Specific Terms

These are the terms that are specific to the countries in which we provide services to you. Some of these are referred to in the other terms. In some cases, they amend the other terms. If you ask us for services in a new country, we and/or the Platform will provide the additional terms that will apply for that country.

Part 5 – Payment Facilitator Sub-Merchant Terms

These are additional terms which apply to you where: (a) the Platform is acting as a payment facilitator; and (b) you have been notified in writing (either by us or via the Platform) that the Payment Facilitator Sub-Merchant Terms apply to your use of and/or access to the services.

B. Understanding these Platform Merchant Terms

These Platform Merchant Terms solely incorporate and comprise:

these Platform Merchant Terms;
any information set out in your Merchant Portal;
your Platform Merchant application form;
and any other information provided to Checkout.com and/or the Platform in relation to your application to access/use the Checkout.com services via the Platform.

If there is any inconsistency between the different sets of terms that form part of your agreement with us, the following order of precedence shall apply:

(a) these Platform Merchant Terms;

(b) your Platform Merchant application form; and

(c) any other information provided to Checkout.com and/or the Platform in relation to your application to access/use the Checkout.com services via the Platform.

Unless stated otherwise, the use of “include” or similar terms means “including without limitation”.

C. Who is a party to these Platform Merchant Terms?

Terms are with the Checkout.com company that is providing the service to you in the countries where you tell us you want to receive our services. If you receive services from us in more than one country, you will have these Platform Merchant Terms with more than one Checkout.com entity. This is generally because there are differences in the laws and regulations in different countries.

Details of which Checkout.com company or companies will be providing the service to you, and how those companies are regulated, can be found in Part 4.

These Platform Merchant Terms are between us and you only so third parties have no right to enforce.

As a service provider, we can transfer our rights in these Platform Merchant Terms to any member of our Group without your consent. We and/or the Platform will tell you if we do this. As these Platform Merchant Terms are personal to you and we need to know details about your business when we provide services to you, you cannot transfer your rights without our written consent.

D. Your confirmations

By accessing or using Checkout.com’s services through the Platform, you represent and warrant that:

(a) you have the necessary authority to enter into and perform these Platform Merchant Terms;

(b) you have all necessary licences to perform your obligations arising under these Platform Merchant Terms;

(c) all of the information (including Platform Merchant Data or Merchant Information) that you provide to us directly or through a Platform is true, accurate and complete;

(d) you will only use and/or access Checkout.com’s services for payment of those products and/or services which you registered for and as part of your application to receive services from Checkout.com at the on-boarding stage or as otherwise approved by us from time to time;

(e) there is no legal action or regulatory investigations pending or (to the best of your knowledge) threatened against you that might affect your ability to carry out your responsibilities under these Platform Merchant Terms;

(f) complying with these Platform Merchant Terms will not cause you to breach any other agreements to which you are a party;

(g) you will not use our services to carry out any illegal or fraudulent activities;

(h) none of your directors, shareholders or other beneficial owners are subject to any sanctions imposed by a relevant Government Authority;

(i) you may not resell the services you receive from Checkout.com or access through the Platform, in whole or in part, or otherwise allow access to or the use of Checkout.com’s services by any third parties;

(j) you are, and will remain, solely responsible to ensure that your products or services sold are compliant with all Payment Scheme Rules and Applicable Law in your country of incorporation and in the countries where your customers are based;

(k) you are not currently: (i) experiencing excessive Chargebacks (according to the limits determined by the Payment Schemes); nor (ii) subject to any Payment Schemes’ monitoring programme(s). If you have experienced any of these situations in the last 12 calendar months, you must tell us so that we can evaluate the risks associated with your account;

(l) you have never: (i) committed fraud; (ii) been terminated by an acquirer; nor (iii) been asked to terminate an agreement with an acquirer;

(m) you may not use or access our services to facilitate the payment for products or services sold on websites or applications other than those of the Platform, or, where the Platform is acting as a payment facilitator, those websites or applications which you own and operate and a list of which you have provided to the Platform for the purposes of the Platform providing the same to us;

(n) you shall not use our services for the payment of products or services prohibited or restricted under the Use Policy (which includes the “Declined Lines of Business Policy” as set out at https://www.checkout.com/legal/terms-and-policies or as informed by us or the Platform from time to time).You acknowledge and agree to the Use Policy, which may be changed by us from time to time to comply with Applicable Law or Payment Scheme Rules. If a published change affects an important part of your products or services, you are entitled to terminate these Merchant Platform Terms according to Part 1, section 12;

(o) you will comply with all relevant Applicable Law when using our services. Applicable Law can change over time and it is your responsibility to keep track of changes and make sure you remain compliant;

(p) you shall not use and/or access services for prepaying the products and/or services for which the delivery date (i.e. the date on which a complete product and/or service is delivered to the buyer who paid for the product/service) is in part, or in whole, more than six (6) months after the date the transaction is submitted to us via the Platform for processing, unless we provided an explicit prior written consent stating otherwise;

(q) you shall not honour delivery address changes for any transaction after authorisation has been requested for that transaction;

(r) you shall upon our request provide us with such information as we require to conduct customer due diligence as is required by Applicable Law and our policies and procedures;

(s) you shall comply with all applicable Payment Scheme Rules and Applicable Law in accepting card payments and performing your obligations under these Platform Merchant Terms;

(t) you shall observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to you, save to the extent that Checkout / the Platform has confirmed the contrary to you in writing,

and you undertake to inform us immediately in writing should any of the above cease to be correct and true at any time.

You acknowledge and agree that:

(a) other than the services that we provide to you pursuant to these Platform Merchant Terms, we do not provide any payment services or electronic money services directly to you;

(b) we may obtain from any Payment Scheme or any credit reporting agency, information about your merchant history or Personal Data about you, any of your affiliates, your officers, employees, staff or agents for any purpose relating to the operation of the Payment Schemes and we can use any such information to determine whether we provide services to you; and

(c) we are authorised to obtain from third parties financial and credit information relating to you in connection with our decision to provide to you services and in respect of our continuing evaluation of your financial and credit worthiness.

Checkout.com shall not be bound by these Platform Merchant Terms until Checkout.com has confirmed its approval for the Platform to allow you to access and use the Checkout.com services.

By using and/or accessing the Checkout.com services through the Platform, you confirm to us that you have authorised the Platform to act for you and on your behalf in the context of these Platform Merchant Terms by granting a general and unconditional authorisation to the Platform to act for you and/or on your behalf to give us any instructions with respect to the provision of our services to you (“Power of Attorney”). On that basis, you unconditionally acknowledge and agree that any instructions given to Checkout.com by the Platform on your behalf shall be legally binding on you.

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Part 1: General Terms

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1. Information about your business

1.1 You must give us any information about you and your business that we and/or the Platform reasonably ask for and tell us if any of the information changes, in order to enable us to comply with Applicable Law, and the Payment Scheme Rules. Such information may include information regarding your financial status, your products and/or services, your processing arrangements, your shareholders (and ultimate beneficial owners), your registered office address your solvency and liquidity, your payment acquiring (if any), as well as any and all regulatory licences and registrations required to sell your products and/or services (all together, the “Merchant Information”). We may run further checks on the Merchant Information provided from time to time.

1.2 You undertake to provide the Platform and/or us with notice within 2 business days, or as soon as reasonably practicable, after any material change to any of the Merchant Information. If you don’t comply with this request we may stop providing all or any part of the services until you do.

2. Complying with Payment Scheme Rules

2.1 When we are providing our services, we need to comply with Payment Scheme Rules. You also need to be compliant with the Payment Scheme Rules and you must give us all of the information we need in order to comply with the Payment Scheme Rules when you are using our services (including those Payment Scheme Rules which apply when we pass your transactions to any third parties, such as Payment Schemes, third party acquirer(s) or issuers).

2.2 You must make sure that how you use our services is allowed by the Payment Scheme Rules. Payment Scheme Rules can change over time and any changes will be communicated to you via us and/or the Platform according to the instructions of the relevant Payment Scheme.

3. Your obligations

3.1 You shall notify the Platform/us of any changes to your name and your address as well as of any expiration of or change to any power of representation (particularly the Power of Attorney) in relation to these Platform Merchant Terms without undue delay. Where you wish to revoke the Power of Attorney, you shall:

(a) inform the Platform; and

(b) inform Checkout.com by sending us an email or a letter to the addresses set out in Part 4 of these Platform Merchant Terms.

3.2 The revocation takes effect on the date of receipt of the notice of revocation by Checkout.com. You remain liable for the Transactions processed via the Platform until that date. Your Platform Merchant Terms will terminate automatically upon revocation of the Power of Attorney becoming effective.

3.3 You must have a permanent location where your employees or agents accountable for the sale or distribution of your products or services work. This location must be both:

(a) the actual location where you conduct business activities; and

(b) the location where those accountable for the sale/distribution decide what or how products are sold or distributed are located.

4. Security

4.1 The Payment Schemes require us and anyone who uses our services to comply with PCI DSS. These are the payment-card-industry data security standards set from time to time by the PCI Security Standards Council, or any successor standards to those standards. Our services as accessed by you via this Platform are designed to be PCI DSS compliant and are accredited to comply with PCI DSS. We may also need to ensure you are compliant with PCI DSS by requiring you to tell us what your status is under the standards based on your PCI DSS level and integration method. For more details on PCI DSS go to: PCI compliance - Docs (checkout.com).

5. Keeping transaction information

5.1 For each transaction you process with us, you must keep a copy of all electronic records relating to the order and delivery of your products and/or services. This must include any shipping details, delivery invoices and all contact you had with your Buyer. You must keep these records for a period of 18 months from the date you send us the payment information.

5.2 You must keep accurate and complete records of all payments you send to us as set out in the Payment Scheme Rules, and where required, by Applicable Law.

6. Your Platform User Terms

6.1 By accepting Platform Services from the Platform, you entered into the Platform User Terms which governs the provision of services to you via the Platform. The services provided to you by the Platform pursuant to the Platform User Terms are separate from those services which we provide to you under these Platform Merchant Terms. In entering into the Platform User Terms and these Platform Merchant Terms, you understand and agree that the Platform and us may share information about you, including your Platform Merchant Data and/or Merchant Information, in order to provide services to you (including to facilitate your access to Checkout.com’s services through the Platform). Where Checkout.com receives your Platform Merchant Data and/or Merchant Information from the Platform, Checkout.com may use the data in accordance with these Platform Merchant Terms. For more information regarding Checkout.com’s use of data, please see Checkout.com’s Privacy Policy, published on our website www.Checkout.com, which sets out the personal data we may collect, the processing of such personal data and the purposes for obtaining it and other related useful information. You agree that you have read and understood the content of Checkout.com’s Privacy Policy.

7. Our Fees

7.1 The fees for your access to and/or use of our services through the Platform are set out in your Platform User Terms. Our fees will be included in the fees the Platform charges you for Platform Merchant Services. We do not control nor are responsible for setting the fees that the Platform charges you under the Platform User Terms.

7.2 The Platform is solely responsible for communicating, collecting and enforcing any usage, recurring or application fees charged to you.

7.3 We reserve the right to deduct any fees due to the Platform (as specified by the Platform) from your Checkout.com account balance.

8. Can the Platform Merchant Terms be changed?

8.1 We can make changes to these Platform Merchant Terms by letting you know 2 months before we want to make a change. Any changes will be notified to you either by us or the Platform via email, posting a notice through the Platform or by posting such changes on our website. If you object to the change, you can notify us via the Platform and we can discuss the changes. If we are unable to resolve the differences, you have the option to terminate these Platform Merchant Terms. If you don’t notify us of your objections to the change within the 2 month period, then you will be deemed to have agreed and consented to the change. Sometimes we need to make changes to the Platform Merchant Terms more quickly than this, for example to comply with Applicable Law or Payment Scheme Rules. If we make a change like this, we will tell you as soon as we can.

8.2 Your right to terminate these Platform Merchant Terms won’t apply where the change is in relation to:

(a) an interest rate or exchange rate change which is more favourable to you;

(b) if we had to make the change to comply with Applicable Law or Payment Scheme Rules; or

9. Your liability to us

9.1 You will indemnify us in full for any Losses we suffer because of something you have done, or failed to do, in breach of these Platform Merchant Terms, including any breaches of the Payment Scheme Rules. This includes:

(a) any expenses we incur;

(b) any amounts we must pay another person or entity; and/or

(c) any fines or penalties we are required to pay to a Government Authority or Payment Scheme (including any Chargebacks or Assessments).

9.2 We can also use any funds we are due to pay you as well as any funds in a reserve account or any additional funds held by us to pay us any amounts you owe us under these Platform Merchant Terms.

9.3 Nothing in these Platform Merchant Terms will limit or exclude your liability for:

(a) death or personal injury resulting from negligence;

(b) gross negligence;

(d) any other liability which cannot be excluded or limited by law.

9.4 You are solely responsible for compliance with Applicable Law relating to your business activities, including any legal, regulatory or contractual obligations you may have as regards advertising, offering or providing goods and/or services to your customers; or registration, reporting, filing or other requirements or any other actions not related to our services. We are not responsible and disclaims all liability for your compliance with Applicable Law and / or Payment Scheme Rules and your obligations related to your business activities (including the provision of your goods and/or services to your customers). You shall indemnify on demand and hold us from any Losses arising out of or relating to your failure to comply with Applicable Law and . or Payment Scheme Rules, your legal or contractual obligations to your customers and/or any fines imposed by a Payment Scheme because of your conduct in relation to your activities, including any fines imposed as a result of an unacceptable rate of Chargebacks.‍

10. Our liability to you

10.1 We do not make any representations, guarantees or warranties in respect of any of the services we provide under the Platform Merchant Terms. To the maximum extent permitted by Applicable Law, any and all implied representations, warranties and guarantees are excluded.

10.2 We will only be liable to you for Losses you suffer if they arise directly from something we have done, or failed to do, in breach of these Platform Merchant Terms and we shall not be liable to you for (whether indirect, direct or consequential):

(a) any special, exemplary or incidental losses;

(b) loss of business, profits, contract, anticipated savings or business information; or

and, in each case, regardless of whether arising from negligence or breach of these Platform Merchant Terms and whether or not we were aware of the possibility that such losses might be incurred.

10.3 We are only liable for our own acts or omissions and not for the acts or omissions of any third parties, such as Payment Schemes, third party acquirer(s) or issuers. In addition, we shall not be liable to you for any events or activities originating outside our systems (such as infrastructure failure, internet disturbances or malfunctioning in third party systems) except where such events were caused by our wilful misconduct or gross negligence.

10.4 Subject to the exclusions set out below, our maximum total liability to you under these Platform Merchant Terms will be limited to EUR 500.

10.5 We won’t be liable to you if our breach of these Platform Merchant Terms is due to:

(a) your breach of these Platform Merchant Terms, negligence or failure to do something;

(b) our compliance with your instructions; or

10.6 If damages, costs or expenses are asserted against you by a third party claiming that they are the owner of intellectual property rights which have been infringed as a result of your use of our software and/or systems under these Platform Merchant Terms, we will indemnify you for direct Losses amounting from the third party claim, unless such third party claim arises from or relates to:

(a) your improper use of our software and/or systems that aren’t in accordance with the terms or our product guidance;

(b) your use of a version or release of a software and/or system that is not supported by us, provided the third party claim would have been avoided by the use of the current release;

(d) your use of software and/or systems in conjunction with any other software, systems and/or materials not contemplated in its ordinary business use.

10.7 Nothing in these Platform Merchant Terms will limit or exclude our liability for:

(a) death or personal injury resulting from negligence;

(b) gross negligence;

(d) any other liability which cannot be excluded or limited by law.

11. Software and intellectual property rights

11.1 We provide the Checkout.com API and software for you to use our services via the Platform. We may update or upgrade the APIs and software from time to time.

11.2 We (or our licensors) own all intellectual property rights subsisting in the API and/or the software made available to you via the Platform including other related materials. You are granted a limited, non-exclusive and non-transferable personal licence (without the right to sub-licence) only to use the API, software and all other materials made available by us solely for the purpose of using our services via the Platform.

11.3 You must comply with any instructions we send you by email or through a publication on the ‘Developers’ section of the Checkout.com website (http://docs.checkout.com). If you don’t, then you will be in breach of these Platform Merchant Terms and this may also result in a breach of Payment Scheme Rules.

11.4 You must not create, or attempt to create, any work based on our intellectual property, or otherwise alter our intellectual property.

12. How long do the Platform Merchant Terms last?

12.1 These Platform Merchant Terms begin when we or the Platform confirm to you that we have approved your access and use of the Checkout.com services via the Platform.

12.2 Either of us can terminate these Platform Merchant Terms by giving written notice to the other as follows:

Person initiating termination

Notice

You

At least 1 months’ notice

At least 2 months’ notice

12.3 However, if you continue or commence to use or access the services after such notice, you will be deemed to have consented to the terms and conditions of these Platform Merchant Terms and it will apply until you cease to use our services and/or access our services through the Platform.

13. Can the Platform Merchant Terms be terminated sooner?

13.1 We can terminate these Platform Merchant Terms immediately if any of the following things happen:

(a) our agreement with the Platform through which you access Checkout.com’s services is terminated;

(b) you breach these Platform Merchant Terms in a material way;

(d) we think that the total value of the Refunds, Chargebacks, reported fraud, the number of declined authorisation requests, or the number of customer complaints that you receive is excessive and/or where you are listed on World-Check or a Payment Schemes’ fraud and risk databases;

(e) we are required to terminate these Platform Merchant Terms by any Government Authority or any Payment Scheme;

(f) we reasonably believe that continuing to provide any of the services to you will result in a breach of Applicable Law (including any anti-money laundering or sanctions laws) or Payment Scheme Rules;

(g) a Payment Scheme or any other third party ceases to provide us or you with any service necessary for us to provide our services;

(h) the provision of your products or services is reasonably suspected by us to be in breach of Applicable Law;

(i) the products or services which you provide are infringing or are suspected to be infringing intellectual property rights or we suspect that you are selling counterfeit products or services;

(j) you carry out activities (such as scams or other fraudulent activities) which, in our reasonable opinion, are detrimental to our brand, image or reputation or you act in a manner that, in our reasonable opinion, may or gives rise to increased risk of Losses or liabilities to us;

(k) you or any service provider (other than us) that you use in connection with your activities have suffered a data breach or

(l) you make substantial changes to your business including who owns or controls you or you do something which we reasonably think will damage our reputation or business or fail to seek our prior written consent to any change to the products or services for which we process your transactions.

13.2 Any notice to terminate these Platform Merchant Terms will be provided either by us or via the Platform to you.

13.3 We can also suspend the whole or part of any service(s) we provide to you for any of the reasons in this Part 1, section 13. If we do this, we or the Platform will contact you and tell you what changes are needed before we can start providing the services again. We shall not be liable to you for any failure to perform or any defective or delayed performance of our obligations under these Platform Merchant Terms to the extent that such failure, defect or delay is due to our suspension of the services (in whole or in part) as permitted under these Platform Merchant Terms.

14. What happens when the Platform Merchant Terms are terminated?

14.1 If these Platform Merchant Terms are terminated, provisions which expressly or by implication have effect after termination will still continue to apply, including section A under the introduction, Part 1, section 5 (“Keeping transaction information”), Part 1, section 13 (“Can the Platform Merchant Terms be terminated sooner?”), Part 1, section 7 (“Our fees”), Part 1, section 9 (“Your liability to us”), Part 1, section 10 (“Our liability to you”), Part 1, section 18 (“Confidentiality”), Part 1, section 19 (“Data protection and privacy”), Part 1, section 20. (“Unenforceable terms”), Part 1, section 22 (“No Waiver”), Part 1, section 25 (“Governing law, jurisdiction and language”).

15. Security breach

15.1 If either we, the Platform, a relevant Governmental Authority or Payment Scheme, believe that you have suffered a security breach or there has been a compromise of any customer’s information, you will be required to conduct a security audit of your systems and locations using an independent auditor at your own cost.

15.2 You must give us a copy of the report, which we may then share with any relevant Payment Scheme, other provider or Governmental Authority.

16. Audit rights

16.1 We can inspect your locations to confirm that you are complying with these Platform Merchant Terms and you agree to provide us with reasonable access to do so.

16.2 We, or someone we appoint may, during normal working hours, inspect, audit and make copies of your records and any files relating to any transaction processed under these Platform Merchant Terms.

16.3 We will normally give you notice of when we plan to do so (although we may not be able to in an emergency) and will try to minimise any inconvenience caused to you.

17. Use of sub-contractors

17.1 We can use third parties and other supporting entities (including other Checkout.com companies) to help us deliver the services, but with the exception of the Platform being authorised to provide details to us and provide instructions on your behalf as set out in these Platform Merchant Terms, you need our permission if you want someone to perform your obligations under these Platform Merchant Terms. If we give our permission, you will always be responsible for the actions of anyone who acts on your behalf.

18 Confidentiality

18.1 Both parties will keep confidential and will not tell any third party any Confidential Information of the other party which is obtained because of these Platform Merchant Terms. Each party will protect Confidential Information against unauthorised access. In addition, neither party will be allowed to use the other party’s Confidential Information for any purpose other than to perform its obligations arising out of or in connection with these Platform Merchant Terms.

18.2 The obligations of confidentiality will not apply to any part of the Confidential Information which is:

(a) or was already, or has subsequently become, published or publicly available for use or otherwise in the public domain other than because of a breach of these Platform Merchant Terms or of any other confidentiality obligation;

(b) disclosed by a party under a requirement of Applicable Law or the lawful requirement of any Government Authority but then only to the extent of such required disclosure;

(c) already in the possession of the party which is receiving the Confidential Information other than because of a breach of these Platform Merchant Terms or of any other confidentiality obligation;

(d) disclosed by us to any Payment Scheme when required by Scheme Rules or anyone else who is involved in providing the services to you;

(e) required to be disclosed to a third party, who has the same confidentiality obligations as set out in these Platform Merchant Terms, for the purposes of (i) equity or debt financing; (ii) acquisition or sale of a business or assets; or (iii) acquisition or sale of a corporate entity or the shares in such entity;

(f) disclosed by us to the Platform in connection with the provision of our services to you under these Platform Merchant Terms; or

(g) disclosed by us to any member of our Group.

Confidentiality obligations shall last for 5 years after these Platform Merchant Terms have ended.

19. Data Protection and Privacy

19.1 You acknowledge that you have read and understood our Privacy Policy, (Privacy Policy - Checkout.com), which sets out how we will process any personal data. Both Parties acknowledge and agree that when processing personal data in connection with these Platform Merchant Terms, they will each act as independent data controllers.

19.2 We shall process personal data (alongside any relevant third parties that we work with) to fulfil our legal and contractual obligations, for internal research, fraud security, risk management, product development, improving our services, analytics, assessing credit and information security risks, alongside any other purposes we inform you about from time-to-time.

19.3 In processing personal data, each Party shall:

(a) comply with all Data Protection Law which apply to their respective businesses;

(b) implement and maintain appropriate technical and organisational security measures to ensure a level of security appropriate to the risk;

(c) only transfer personal data to a country outside the EEA or UK where the European Commission has recognised that country as adequate, or appropriate safeguards have been implemented as required under Data Protection Law; and

(d) inform the other Party of any personal data breach they become aware of that relates to personal data in connection with these Platform Merchant Terms without undue delay.

19.4 In addition, you shall:

(a) rely on a valid lawful ground under Data Protection Law in processing the personal data in connection with these Platform Merchant Terms;

(b) provide all information required under Data Protection Law to all relevant data subjects about how both parties process personal data in connection with these Platform Merchant Terms;

(c) provide all reasonable cooperation to us in the fulfilment of our data protection compliance obligations under Data Protection Law; and

(d) only publicise, or inform a Government Authority, data subjects, or any other third party of a personal data breach that we inform you about, if you have received our prior written consent

20. Unenforceable Terms

20.1 If any paragraph or part of these Platform Merchant Terms is found by any court or other competent authority to be illegal, invalid or unenforceable, then that provision will, to the extent required, be given no effect and will be treated as though it were not included in these Platform Merchant Terms. The validity or enforceability of the remaining provisions of these Platform Merchant Terms will not be affected.

21. Entire Agreement

21.1 These Platform Merchant Terms constitute the entire agreement between the Platform Merchant and Checkout.com for the provision of the services and you confirm you are not relying on anything not set out in these Platform Merchant Terms.

22. No waiver

If we or you exercise any right, power or remedy under these Merchant Terms, such exercise will not be a waiver of those terms or stop any further exercise of the same, or of some other right, power or remedy.

23. Force Majeure

23.1 Where one of us fails to do something under these Platform Merchant Terms because of an event beyond that person’s reasonable control (for example a natural disaster, strike, power outage or act of terrorism), that party will not be treated as being in breach of these Platform Merchant Terms, provided they took reasonable steps to avoid the breach.

23.2 If that happens, the affected party must tell the other one as soon as possible and take all reasonable actions to find a solution to the problem which allows it, as far as possible, to continue to do what it promised under these Platform Merchant Terms.

23.3 If the problem continues for more than 30 continuous days, then either party can write to the other and terminate these Platform Merchant Terms immediately.

24. Notices

24.1 We may provide notices to you in relation to these Platform Merchant Terms via email, the Merchant Portal and/or the Checkout.com website. It is important that you regularly check our website as throughout these Platform Terms, we make reference to various matters that may be notified to you on our website.

24.2 Any notices that you provide to us in relation to these Platform Terms will be required to be provided to us via email to such email address as notify you of from time to time.

25. Governing law, jurisdiction, and language

25.1 Any dispute or claim arising out of or in connection with these Platform Merchant Terms shall be governed by and construed in accordance with English law. Part 4 sets out the jurisdictional specific terms which apply depending on where you are based and/or receive services from us.

25.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Platform Merchant Terms. If you are incorporated in a country other than the one listed in Part 4 or have assets in that country, we may choose to enforce any judgement in that relevant country.

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Part 2 : Service Specific Terms

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1. Acquiring terms

The following terms apply to your use of the acquiring service.

1.1 The acquiring service

1.1.1 Our acquiring service enables you to accept cards (or any other payment method) as payment for the Products/Services sold through the Platform. The types of cards (or any other payment method) we accept and also those cards (or other payment methods) where we will pass on the transaction details to another provider who will process the transactions for you (we call these providers “third party acquirers”) will be notified to you by the Platform from time to time.

1.1.2 When we refer to cards (or any other payment method), we mean the details which are given to your Buyers by issuers and also any tokenised use of such details (for example, through Apple Pay or Google Pay).

1.1.3 You must only use the acquiring service for your business and not allow anyone else to access and/or use it.

1.1.4 Support for each card or other payment method is subject to acceptance by the relevant Payment Scheme and/or the third party acquirer (if applicable). This may be withheld or withdrawn at any time at their discretion. Certain Payment Schemes and/or third party acquirers may require you to enter into a direct agreement with them. For more details on accepting and managing payments go to Payments - Docs (checkout.com).

1.2 Complying with Payment Scheme and other rules

1.2.1 You must comply with all relevant Applicable Law and the Payment Scheme Rules set by the relevant Payment Scheme which apply to our acquiring services (including those Payment Scheme Rules which apply when we pass your transactions to a third party acquirer). If we become aware of any breach of the Payment Scheme Rules, you will help us/the Platform to investigate and where necessary, remedy the breach.

1.3 Accepting cards or any other payment method

1.3.1 If we have agreed with you that you will accept certain cards (or any other payment method) from your Buyers , you may then proceed to accept those cards (or any other payment method) properly presented for payment as notified to you by the Platform from time to time. You must also ensure that all your actions in relation to card (or any other payment method) acceptance comply with all Payment Schemes Rules, third party acquirer policies and/or Applicable Law. Such actions might include assessing surcharges or imposing transaction payment limits.

1.4 Authorisation of transactions

1.4.1 Authorisation is when you ask us (via the Platform) to contact the card (or any other payment method) issuer to approve the payment.

1.4.2 Authorisation is not a guarantee we will receive settlement for the payment, and it does not stop a Chargeback or prevent us recovering any other amount relating to the payment if this is allowed under these Platform Merchant Terms.

1.4.3 Authorisation is needed for all card (or any other payment method) payments. You must get authorisation for each payment in line with the Payment Scheme Rules which apply to the card (or any other payment method) being used for the transaction. If you or the Buyer decides not to go ahead immediately with the transaction, you must cancel (via the Platform) any authorisation.

1.4.4 If authorisation is hard-declined, you mustn’t resubmit a transaction for authorisation (via the Platform). If you do, you must pay us for any Losses we incur in relation to such a transaction.

1.5 Recurring Payments

1.5.1 You can only send us Recurring Payments if we have agreed with the Platform to process them for you.

1.5.2 If you do send us Recurring Payments, you must ensure that all such payments comply with Payment Scheme Rules and Applicable Law, including requirements around:

(a) obtaining necessary express informed consent from your Buyer;

(b) satisfying relevant advance notice requirements of each Recurring Payment; and

1.6 Sending transaction information to us

1.6.1 You must send us the payment information we require. Sometimes we may need extra information, and if we do, we/the Platform will ask you to send this to us/the Platform.

1.6.2 You agree that you will only submit payment information to us:

(a) for those products and services described in your Merchant Information, or which we have subsequently agreed to;

(b) for products and services that are sold via the Platform;

(c) that do not significantly differ in value and/or type of transaction from those described in your Merchant Information;

(d) in the case of payment for products or services which are delivered more than 6 months after the date of the transaction if we have explicitly consented to this;

(e) which you know, or should know, are valid, authorised by your Buyer and are not fraudulent;

(f) which will not cause us to breach Payment Scheme Rules, any Applicable Law or sanctions; and/or

(g) which will not cause material damage to our reputation.

1.7 Submitting transactions

1.7.1 You agree to submit transactions to us for processing only through the Platform.

1.8 Chargebacks and Assessments

1.8.1 You will be liable for any Chargebacks and Assessments. Each Chargeback and Assessment will be a debt immediately due and payable by you to us. You will remain liable to us for any Chargeback, Assessment and any associated Losses even after these Platform Merchant Terms have terminated.

1.8.2 When a Chargeback or Assessment occurs, whether during or after termination of these Platform Merchant Terms, we shall be entitled to recover the full amount of the Chargeback, Assessment and any other Losses we have incurred in connection with that Chargeback and/or Assessment immediately by:

(a) making a deduction from any settlement we receive;

(b) debiting the reserve account;

(d) invoicing you for the relevant amount; and/or

(e) any other reasonable means.

1.8.3 In case of dispute, we are not required to dispute the validity of any Chargeback or Assessment. The decision of the Payment Schemes shall be final and binding in respect of any Chargeback or Assessment. If we do dispute the validity of any Chargeback or Assessment, you will be liable for Losses that may arise in relation to that Chargeback or Assessment.

1.9 Managing risk

1.9.1 Our supporting entities, partners and/or Payment Schemes will tell us the value of transactions which are reported as fraudulent. If this value exceeds 1% of the value of all of your transactions in any period of 3 consecutive months, we can treat this as a material breach of the agreement and/or impose the “Excessive Fraud Fee” (which is a percentage of the gross sales volume calculated by deducting 1% from the average Reported Fraud-to-Sales Ratio over a period of the previous 3 months).

1.10 Settlement

1.10.1 We make Settlement via bank transfer to your nominated bank account which must be in your name.

1.10.2 Any Settlement will be made in accordance with the timings set by the Platform under or in connection with your Platform User Terms or at the end of any deferred settlement period the Platform may set from time to time. We will only make Settlement for payments for which we have received settlement and we can deduct amounts which are payable to us under these Platform Merchant Terms including Refunds, Chargebacks, Assessments (and any applicable fees payable by you to the Platform) and any amounts you owe us because you have failed to comply with these Platform Merchant Terms.

1.10.3 You agree that any overpaid and/or incorrectly received Settlement (e.g. related to transactions for which we have not received settlement, or where we have overpaid for example due to IT infrastructure breakdown) shall be, upon our notice to you (which you may receive from or through the Platform) of such overpayment and/or error, at our option:

(a) deducted by us from the settlement related to subsequent transactions before the next Settlement;

(b) refunded immediately to us by you; and/or

1.10.4 Settlement is subject to any agreed limits or thresholds as agreed between you and the Platform under or in connection with your Platform User Terms.

1.10.5 We may withhold and/or defer any Settlement related to payments:

(a) we suspect may be fraudulent;

(b) we suspect may be related to illegal activities or in breach of Applicable Law;

(d) which are subject to investigation by a Government Authority, Payment Scheme and/or third party acquirer, until satisfactory completion of any investigation.

1.10.6 No interest will be paid on any withheld or deferred Settlement.

1.10.7 If Settlement triggers an alert within our financial crime controls, such Settlement may be:

(a) held for our review;

(b)declined for compliance reasons determined by us; and/or

1.10.8 For more information, please contact the Platform in the first instance.

Where the Settlement needs to be converted to a different currency, we will apply the market conversion rate and an exchange rate fee, as detailed in https://www.checkout.com/docs/resources/exchange-fx-rate-fee, unless stated in the Pricing Schedule, which will be communicated to you via the Platform when the conversion takes place. In the case of an error or mismatch in the exchange rate, adjustments may be applied immediately and without notice to you to correct such errors. Where required, we will make available the exchange rate (and such other information relating to the currency conversions) in accordance with Applicable Law, from time to time.

1.11 Refunds

1.11.1 All Refunds must be made to the same payment method used for the original transaction (unless required by Applicable Law). You must not make Refunds with cash if the original purchase was made using a card or any other payment method.

1.11.2 The Platform will set out the fees payable for Refunds under or in connection with your Platform User Terms.

1.11.3 We can refuse to process Refunds if it:

(a) is not allowed by Applicable Law;

(b) does not comply with Payment Scheme Rules; or

1.11.4 We also reserve the right to suspend your ability to make Refunds if you are subject to a fraud investigation, we reasonably think that this may lead to excessive Chargebacks, any other related risk reason and/or where we consider that allowing Refunds might otherwise result in us suffering a Loss. We will tell you (via the Platform) when we refuse Refunds or suspend your ability to make Refunds and why we have done this unless we are not allowed to.

1.11.5 If you give us incorrect information about any Refunds and as a result the Refunds are made to the wrong person or goes missing or when you process any Refunds by accident, we will try to recover the funds involved but you must pay us any costs we incur in doing this. Where you think we have made a mistake and have not processed any Refunds correctly then you should tell us as soon as you find out by notifying the Platform without undue delay, and in any event within 10 business days of the date you asked us to process the Refunds. We will promptly give you the amount of the Refunds when we have made a mistake or when we are required by Applicable Law.

1.12 Reserve, set-off and other protections

1.12.1 To help us manage the risk of processing transactions for you, we may set up a reserve account which will hold funds up to a fixed amount or a percentage of the daily transactions processed by us for you. We will deduct funds from amounts we are due to pay you to ensure that the reserve account has sufficient funds in it. We can change the amount, rate, rolling period and/or retention period (all as separately notified to you in writing) relating to such reserve from time to time based on our risk assessment and we will give you written confirmation of any such change via the Platform.

1.12.2 We/the Platform can also ask you to give us additional funds over and above the reserve account which we can use to pay any amounts you owe us or may owe us in the future under these Platform Merchant Terms. We can vary the amount we require from time to time by giving you notice. If we ask you to provide us with funds, we will keep this separate from your other accounts with us. We can use these additional funds to pay any amounts you owe us under these Platform Merchant Terms and if we do this we may then ask you to make a top-up payment or use any funds which we are due to pay you.

1.12.3 No interest will be paid on the reserve account or any additional funds we hold as security. You are not allowed to assign or grant any security interest in the reserve account or any additional funds.

1.12.4 We can use the reserve account or any additional funds to pay us any amounts you owe us under these Platform Merchant Terms. We will retain the reserve account and the additional funds until such time we are satisfied that all your liabilities have expired or have been fulfilled or we inform you otherwise.

1.12.5 If you are insolvent (as defined under the Applicable Law), the funds held in a reserve account will be available for the purposes of the insolvency process only after we are satisfied that all your liabilities owed to us have expired or have been fulfilled.

1.12.6 We may ask you to provide additional security from time to time in a form which is acceptable to us to cover all amounts you owe us or may owe us in the future and any Losses we may suffer. The security will cover all your actual or potential liabilities you have to us under these Platform Merchant Terms. The security may be from you or may be provided by someone else, if we agree.

If you are not able to provide additional funds or other security when we ask you to, we will treat this as a breach of these Platform Merchant Terms, and we will be able to immediately terminate these Platform Merchant Terms

2. Wallet-to-Wallet payment terms

The wallet-to-wallet payment terms set out in Part 4 apply if you use our wallet-to-wallet payment service via the Platform.

3. Third party payment terms

The following terms apply if you use our third party payment service via the Platform.

4. The third party payment terms

The following terms apply to the third party payment service.

4.11 The third party payment service

4.1.1 The third party payment service allows you to give us instructions (via the Platform) to pay any amounts we hold for you to an account (such as a card account or a bank account) of another person or a company, in accordance with Applicable Law and relevant rules and regulations. Payments as such may be net of any applicable third party bank and/or other charges. We call these payments “Outward Payment(s)” that allow you to send funds to an account where it is not connected to a Chargeback or Refund.

4.12 Making payments to others

4.2.1 We will make an Outward Payment on the date you request via the Platform where:

(a) you give us a payment instruction which contains all of the details we need to make the payment and the payment instruction is authorised by you;

(b) we are holding enough funds which are due to be paid to you in certain currency as the Outward Payment and those funds are not subject to any deferred settlement period; and

(c) the amount of the Outward Payment is within the limit (as agreed between us and the Platform) which the Platform will communicate to you.

4.2.2 Where the funds are subject to a deferred settlement period, we will make the Outward Payment at the end of that period unless you make a payment to us to allow the Outward Payment to be made earlier.

4.2.3 For Outward Payments to bank accounts, the Platform will inform you on your choice of destination currency as agreed between us and the Platform in accordance with our list of available currencies. For Outward Payments to card accounts, available currencies are determined by the Payment Scheme Rules.

4.2.4 You are responsible for ensuring that any Outward Payment complies with any Applicable Law, relevant rules and regulations, including anti-money laundering and sanctions laws.

4.13 When we can stop or refuse to make an Outward Payment

4.3.1 We can refuse to make a payment if:

(a) we think that it is fraudulent or related to any illegal activity;

(b) we think it will be in breach of Payment Scheme Rules or any relevant Applicable Law; and/or

(c) you have not pre-funded your account and/or we hold an insufficient amount for you in order to make the Outward Payment.

4.3.2 We will tell you via the Platform if we do this, if we are allowed to.

4.14 Additional collateral for Outward Payments

4.4.1 As security for any debt, liability or Losses (including fees and deductions) in relation to the services we provide you, you must deposit and maintain additional collateral in an amount specified by us via the Platform, before instructing us to make any Outward Payments.

4.4.2 You acknowledge and agree that we may deduct Outward Payments from such additional collateral or from any other funds you make available to us, including settlement amounts.

4.15 Your compliance responsibilities

4.5.1 You are solely responsible for performing sanctions screening, continued monitoring and other due diligence checks (such as anti-money laundering, anti-terrorist financing) on the recipient of the Outward Payments (that is, your buyers) as required by all Applicable Law and relevant rules and regulations.

4.5.2 By law, you will need to keep complete and accurate records of each recipient’s due diligence findings for certain time periods.

5. Alternative payment method terms

‍The following terms apply to your use of the alternative payment service.

5.1 The Alternative Payment service

5.1.1 This service enables you to perform one or more of the following actions in connection with an APM via the Platform:

(a) receive the transmission of payment information;

(b) processing of such information; and/or

(c) receipt of the related transaction funds from the relevant Payment Scheme by us in connection with your acceptance of an APM.

5.2 Applicable terms

5.2.1 By accepting and/or using this service, you agree with the Payment Method Rules (which are guidelines, bylaws, rules, and regulations imposed by APM providers and acquirers which are either publicly available or subsequently made available to you via our website: https://www.checkout.com/legal/payment-methods-rules). APMs will be available depending on your location and preferences.

5.2.2 The Acquiring Terms (Part 2, section 1) and the Alternative Payment Method Terms (Part 2, section 5) are applicable to this service.

5.2.3 All APM terms shall be applicable to you unless otherwise mutually decided and agreed between the parties.

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Part 3 : Definitions

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The capitalised terms used in these Platform Merchant Terms shall have the following meanings.

Alternative Payment Method or APM	is a payment method which can be used by a Buyer as a means of payment for a transaction and which is accepted by you as an alternative to a card (such as bank transfers, direct debits, vouchers, post-pay solutions and wallets).
API (Application Programming Interface)	is the set of routines, protocols and tools developed by us to provide the services via a secure internet connection between your systems and ours.
Applicable Law	is all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any Government Authority) having legal effect and as applicable to a party in respect of its rights and/or obligations under these Platform Merchant Terms (and, in your case, in relation to any transaction, Refund or Chargeback) in force in any applicable jurisdiction from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, sanctions, data privacy, tax and consumer protection laws (as applicable).
Assessments	are fines, fees, charges or any type of expenses charged to us or you at any time by a Payment Scheme, a Government Authority and/or any other relevant third party that is directly related to these Platform Merchant Terms, directly or indirectly, in relation to the services provided to you under these Platform Merchant Terms.
Buyer	is any person who is authorised to use a payment method issued to him/her, who has ordered Products/Services from the Platform or you (in each case, through the Platform) and has initiated a Transaction in respect of that order.
Chargebacks	are payments which have been successfully reversed under the Payment Scheme Rules by the card (or payment method) issuer on request of the person making the payment or their account provider. This results in the whole or a part of the payment being cancelled, regardless of whether the payment has been settled or not.
Confidential Information	is all information related to these Merchant Terms which we share with each other and which is not, or does not become, publicly known. This includes anything we tell each other and anything in writing.
Data Protection Law	is the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK’s equivalent implementation of the GDPR and all other applicable data protection law within the European Economic Area and UK. “data controller” (referred to as “controller” in the GDPR), “data subject”, “personal data”, “personal data breach” and “processing” have the meaning given under the GDPR.
Excessive Fraud Fee	is as described in Part 2, section 1.9.
Government Authority	is any competent government or regulatory authority, law enforcement department or agency, court of law or other law, rule or regulation making body that has jurisdiction over a party and/or where a party submits or is subject to, in any relevant territory.
Group	is the set of companies which is either: your or our direct or indirect holding company; your or our direct or indirect subsidiary; and/or direct or indirect subsidiary of your or our relevant holding company.
Losses	are any claims, liabilities, losses, damages, proceedings, fines, penalties, Assessments, fees, costs, charges or expenses (including any reasonable and properly incurred legal fees and costs).
Merchant Information	is as described in Part 1, section 1.
Outward Payment(s)	is as described in Part 2, section 4.1.
Payment Method Rules	are as described in Part 2, section 5.2.
Payment Scheme(s)	is an entity regulating and/or offering the relevant payment method; including card schemes such as Visa or MasterCard and APM providers.
Payment Scheme Rules	are the rules, regulations, operating regulations, procedures and waivers issued by a Payment Scheme including the requirements of any third party acquirer. The Payment Scheme Rules specifically include Visa Inc. (referred to as ‘Visa Core Rules and Visa Product and Service Rules’ and available at https://www.visaeurope.com/about-us/policy-and-regulation/veor), MasterCard Worldwide (referred to as ‘MasterCard Rules’ and available at https://www.mastercard.com/ca/merchant/en/getstarted/BM_Manual.pdf), Union Pay International, Cartes Bancaires, JCB, American Express and Diners Club International/Discover Network rules and Payment Method Rules. Those rules that are not publicly available will be communicated to you from time to time in accordance with the guidance and instruction of the relevant Payment Scheme.
Platform	means the e-commerce entity that the Platform makes available for use by you and, through which, or in relation to, the Platform is able to provide Platform Services.
Platform Merchant	is a Platform user(s) that has successfully passed onboarding and is party to a platform merchant terms.
Platform Services	are the products and services that the Platform provides through its platform to Platform Merchants (including providing customer service, notifications, receipts, handling returns and refunds and Buyer complaints or taking any other action or performing any other functions in relation to or in connection with the operation of the platform) whether or not fees are charged for these products and services.
Platform Merchant Data	any information about you and information about activity on your Checkout.com user account.
Platform User Terms	the agreement between you and the Platform under which the Platform provides its services to you.
Products/Services	are (i) the Platform Services; (ii) goods and/or services which you are selling through the platform; and/or (iii) any other goods and/or services which are being sold on the platform and, in each case, for which Transactions are submitted for processing by us under the Services Agreement or any other services agreement that the Platform or you may have with us.
Recurring Payments	are payments such as subscriptions or instalments under which a customer agrees to pay you a series of payments using their card (or any other payment method).
Refund(s)	is a full or partial reversal of a particular Transaction where the funds are reimbursed to the Buyer on your initiative or request (including where such initiative or request is taken or submitted by the Platform on your behalf, or for your benefit).
Reported Fraud-to-Sales Ratio	is the value of the reported fraud divided by the gross sales volume and calculated on a monthly basis for one month period.
Settlement	is the amount we pay you for all settled transactions we receive from the Payment Schemes, less any amounts we are able to deduct under these Platform Merchant Terms, the Platform User Terms, the Payment Scheme Rules and Applicable Law, as applicable.
Transaction	is a request to us by the Platform (including on behalf of you) to process the payment request and/or consent of your Buyer to his/her payment service provider for you to receive the payment for Products/Services purchased by your Buyer.

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Part 4 : Country Specific Terms

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France and the EEA

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The following terms apply to services provided in France and the EEA.

Who provides the service?	Checkout SAS (company number 841033970). Address: 20 bis rue, La Fayette, 75009 Paris, France.
What authorisations does it have?	Checkout SAS is authorised by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") as an electronic money institution entitled to provide payment services and a principal member of Visa Europe, MasterCard Worldwide, Diners Club International/Discover and an affiliate member of Cartes Bancaires (CB). The ACPR is located at 4 Place de Budapest, 75436 Paris. Checkout SAS’s CIB code is 17208. Checkout’s ACPR licence can be viewed online at www.regafi.fr and https://euclid.eba.europa.eu/register/.
Who is the agreement with?	The following sentence is inserted in paragraph 4 of Section C, after "without your consent": "We will be explicitly discharged from all obligations and liability arising after the transfer".
Can the agreement be terminated sooner?	The following sentence is inserted in section 13.1(c) of the General Terms after "or are likely to become, insolvent": "subject to Book 6 of the French Commercial Code according to which the agreement may only validly be terminated if the court-appointed administrator does not require its continuation".
Suspension of Services	The second sentence in section 13.3 of the General Terms is amended as follows: "If we do this, we will contact you to discuss and agree on the changes needed before we can start providing the services again". The following paragraph shall be added after section 13.3 of the General Terms: "You shall not unreasonably refuse any change we propose and shall not object to changes required to comply with Applicable Law. If you disagree with the changes for legitimate reasons, you shall notify us within 5 Business Days from the date of receipt of the change notice issued by us. We shall meet and endeavour to reach an agreement on the requested change. If we fail to reach an agreement on the changes, you may end these Platform Merchant Terms".
Can the agreement be changed?	Sections 8.2(b) and 8.2(c) of the General Terms shall be deleted.
Complaints	Where you are receiving Services from Checkout SAS and are not satisfied with such Services, you can initiate our complaints procedure by contacting us directly at [email protected], detailing the nature of your complaint and providing all relevant information and your contact details. To ensure that your complaint is resolved as soon as possible, please outline any steps you would like us to take in addressing the issue. Once a complaint has been received, we will acknowledge it within ten (10) Business Days (unless we respond to your claim within such time period) and aim to resolve it as quickly as possible and, to the extent possible, within fifteen (15) Business Days. The length of time will depend on the nature of the issues involved. Should a delay occur, we will contact you explaining the reason of the delay and outline the next steps. In any case, we will revert within thirty-five (35) Business Days with a final response. If you have received an offer of remedial action or redress from us in response to a complaint you have submitted, and if you consider it to be acceptable, please let us know so that we can comply promptly with it.
Safeguarding	Safeguarding of the funds are in accordance with the requirements of Applicable Law including the French monetary and financial code.
Corporate Opt-Out	While the Platform Merchant Terms apply to merchants of all sizes, you agree that at the time you entered into these Platform Merchant Terms: confirm that you are not a natural person acting for non-professional needs in the sense of the French consumer code; agree that none of the provisions mentioned in Article L. 133-2 of the French monetary and financial code applies to the Merchant Terms; agree that, in accordance with Article L. 314-5 of the French monetary and financial code, the provisions of clauses 3 and 4 of Chapter IV of Title I of Livre III of the French monetary and financial code do not apply to the Merchant Terms (with the exception of Articles L. 314-7, III and L. 314-13, I).
Acquiring Service	Acquiring Service can be provided to you either as: A payment service within the meaning of Article L. 314-1 of the French monetary and financial code. In such a situation, the settled funds will be credited on a payment account opened in your name in our books immediately upon receipt (“Payment Account”). An e-money service within the meaning of Article L. 315-1 of the French monetary and financial code. In such a situation, the settled funds will be converted at par value into e-money and credited on a e-money account (“Wallet”) opened in your name in our books immediately upon receipt. Settlement and/or Outward Payments will then be initiated in accordance with the timings set out in these Platform Merchant Terms and/or your Platform User Terms. When we are providing e-money services to you, the funds credited in the Wallet are first converted before processing the Settlement and/or the Outward Payments. The following sentences are added to section 1.12.1 of the Service Specific Terms: "If you don't notify us/the Platform of your objections within 14 Business Days from the receipt of our written confirmation, we will assume you have accepted the changes. In case you notify us, we will discuss the changes and if we fail to reach an agreement, you may end these Platform Merchant Terms." The following sentences are added to section 1.12.2 of the Service Specific Terms after "by giving you notice": " If you don't notify us/the Platform of your objections within 14 Business Days from the receipt of our written notice, we will assume you have accepted the changes. In case you notify us, we will discuss the changes and if we fail to reach an agreement, you may end these Platform Merchant Terms." The following sentence is added to section 1.12.5 of the Service Specific Terms: "This provision is applicable subject to the court-appointed administrator decision to continue the agreement pursuant to book 6 of the French Commercial Code."
Wallet-to-Wallet Payment	In addition to the Service Specific Terms, you may also use the e-money balance stored on your Wallet in order to initiate a payment from your Wallet to another Wallet (hereinafter referred to as "Wallet-to-Wallet Payment"). Before transmitting an order in order to carry out a Wallet-to-Wallet Payment, you must ensure to have a sufficient amount of e-money available on your Wallet to cover the Wallet-to-Wallet Payment amount and the related fees. When transmitting an order, you must include the following information: in case of one-time Wallet-to-Wallet Payment: details of the beneficiary of the Wallet-to-Wallet Payment, amount of the payment and date of execution of the payment; in case of recurring Wallet-to-Wallet Payments: the order includes details of the beneficiary of the Wallet-to-Wallet Payment and frequency of settlement. You give consent to the execution of the Wallet-to-Wallet Payment by providing us with your payment order. This consent is irrevocable for one-time Wallet-to-Wallet Payment. In case of recurring Wallet-to-Wallet Payments, you may withdraw your consent one Business Day before the agreed date of execution of the Wallet-to-Wallet Payment. We shall execute the payment on the next Business Day, unless another date of execution has been specified by you. We reserve the right to block the Wallet for reasons related to the security of the Wallet or the presumption of unauthorised or fraudulent use of the Wallet. We shall notify you of our decision as soon as possible unless prohibited by Applicable Law.
Professional secrecy	In accordance with Applicable Law, Checkout.com is subject to and will comply at any time with professional secrecy requirements provided for under Article L. 526-35 of the French monetary and financial code. The disclosure of Confidential Information to a third-party will therefore always be in compliance with professional secrecy obligations.
Business Day	A day other than a Saturday, Sunday, a public holiday or any day on which banks are obligated to close for business in France.
Language	With the exception of applying a national law related to public order, it is expressly stipulated that English is the language chosen and used by the parties in their precontractual and contractual relationships, and to the conclusion of these Platform Merchant Terms.
What rate applies to late payments?	We will charge interest at a rate calculated on the basis of the interest applied by the Central European Bank to its most recent refinancing transaction plus 10 percentage points.

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Part 5 : Payment Facilitator Sub-Merchant Terms

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1. Incorporation of terms

1.1 These are additional terms which apply to you where: (i) the Platform is acting as a payment facilitator; and (b) you have been notified in writing (either by us or via the Platform) that the Payment Facilitator Sub-Merchant Terms apply to your use of and/or access to the services. Unless you notify us in writing within 7 days from receiving notice that the Sub-Merchant Terms apply to you, stating that you do not wish to be bound by these terms, you will be deemed to have agreed to these terms.

2. Data Security Standards

In addition to your obligations at section 4 Part 1 (General Terms), to the extent that you capture any payment data directly from a Buyer, you acknowledge and agree as follows:

2.1.1 you must protect stored Buyer data, regardless of the method used to store such data. Storage should be kept to the minimum required for business, legal and/or regulatory purposes;

2.1.2 you must not store the PIN or any (including but not limited to Card validation codes/values, full track data (from the magnetic stripe or equivalent on a chip), PINs, and PIN blocks) used to authenticate cardholders and/or authorise Transaction after authorisation (even if encrypted);

2.1.3 if we and / or the Platform notifies you that you must comply with any additional payment card industry data security standards, you must, at your cost, successfully complete the protocols for PCI DSS and PA DSS within the time frame stipulated by us, the Platform or the Payment Schemes. You acknowledge and agree that if you fail to do so:

(a) we and / or the Platform may terminate these Platform Merchant Terms and suspend your access to our services via the Platform;

(b) you are liable for any fine imposed upon Checkout.com by the Payment Schemes as a result of your failure to comply; and

(c) you are liable to us for any Losses we incur in the event that you suffer a card data compromise incident, and have not complied with the relevant payment card industry data security standards.

3. Duties to Buyers

3.1 In accessing and/or using our Services via the Platform, you:

3.1.1 must accept any valid and acceptable card in a transaction as per section 1.3 of the Service Specific Terms;

3.1.2 must not accept a card in a credit card transaction for the purpose of giving a Buyer cash;

3.1.3 must perform all obligations (including supplying all goods and/or services) to the Buyer in connection with the sale;

3.1.4 must not sell, purchase, provide or exchange any information or document relating to a Buyer’s account number, or card number, or a transaction, to any person other than:

(a) the Platform;

(b) us;

(d) as required by Applicable Law;

3.1.5 must destroy any document that is no longer required to be retained under Applicable Law or Payment Scheme Rules, in a manner which makes the information unreadable;

3.1.6 must take reasonable steps to ensure that the information and documents mentioned in clause 3.1.5 above are protected from misuse and loss and from unauthorised access, modification or disclosure;

3.1.7 must not make any representation in connection with any goods or services which may bind us or any Payment Scheme;

3.1.8 must not indicate or imply that we or any Payment Scheme endorse any goods or services or refer to a nominated card in stating eligibility for goods, services or any membership;

3.1.9 must not accept a card or a transaction which is of a type you have been previously advised is not acceptable;

3.1.10 must prominently and unequivocally inform the Buyer of your identity at all points of Buyer interaction (including on any relevant website, promotional material and invoice) so that the Buyer can readily distinguish you from the Platform, any supplier of goods or services to you, or any other third party;

3.1.11 must provide notice to any Buyer with whom you enter into a transaction that you are responsible for that transaction, including for any goods or services provided, any payment transaction, related service enquiries, dispute resolution, and performance of the terms and conditions of the transaction;

3.1.12must not unfairly distinguish between issuers of a card when accepting a transaction;

3.1.13 must not refuse to complete a transaction solely because a Buyer refuses to provide additional identification information in circumstances where you do not legitimately require that information and we do not require you to obtain it;

3.1.14 must not transfer or attempt to transfer financial liability under these Platform Merchant Terms by asking or requiring a Buyer to waive his or her dispute rights;

3.1.15 must disclose to the Buyer before a transaction is completed any fee that you will charge for completion of the transaction and do it in such a way that

3.1.16 allows a Buyer to cancel the transaction if they choose to do so, without the Buyer incurring any costs; and

3.1.17 must provide sufficient training to your employees to ensure you meet your obligations under these Platform Merchant Terms

4. Invalid or unacceptable transactions

4.1 Any transaction which you submit to us via the Platform shall not be valid if:

4.1.1 the transaction is illegal as per applicable laws;

4.1.2 if applicable, the signature on the voucher, transaction receipt or authority is forged or unauthorised;

4.1.3 the transaction is before or after any validity period indicated on the relevant card;

4.1.4 you have been told by us, the Platform or any card issuer not to accept the card;

4.1.5 the transaction has not been authorised by the Buyer;

4.1.6 the particulars on the copy of the voucher or transaction receipt given to the Buyer are not identical with the particulars on any other copy;

4.1.7 the price charged for the goods or services is inflated to include an undisclosed surcharge for card payments or the price charged for the goods

and services is different for a transaction processed through this facility when compared with other available forms of payments;

4.1.8 another Person has provided or is to provide the goods or services the subject of the transaction to a Buyer;

4.1.9 you did not actually supply the goods or services to a genuine Buyer as required by the terms of the transaction, or have indicated your intention not to do so;

4.1.10 the transaction did not relate to the actual sale of goods or services to a genuine Buyer;

4.1.11 the transaction is offered, recorded or billed in a currency we have not authorised you to accept;

4.1.12 these Platform Merchant Terms were terminated before the date of the transaction or occurs during any period in which your rights under these Platform Merchant Terms were suspended;

4.1.13 you have not complied with your obligations in clause 3 above;

4.1.14 if applicable, the details are keyed into equipment and you did not legibly record on a transaction receipt the information required; or

4.1.15 it is a credit transaction in which:

(a) the amount of the transaction or transactions on the same occasion is more than any applicable limit notified to you by us and/or the Platform;

(b) you collected or refinanced an existing debt including the collection of a dishonoured cheque or payment for previous card charges; or

4.1.16 you cannot give a transaction receipt as required by us upon request;

4.1.17 for any other reason, the cardholder is entitled under the Payment Scheme Rules to a Chargeback of the transaction; or

4.1.18 it is a remote transaction and you did not record the required details for the transaction.

4.2 A transaction for a sale or refund is not acceptable if:

4.2.1 the Buyer disputes liability for the transaction for any reason or makes a claim for set-off or a counterclaim; or

4.2.2 it is of a category which we decide, in its discretion, is not acceptable.

4.3 You acknowledge and agree that we may:

(a) refuse to accept a transaction if it is invalid or unacceptable, or may charge it back to you if it has already been processed, even if we have given you an authorisation;

(b) reverse a sales transaction as a Chargeback, and debit your account for the amount of the Chargeback, for any of the reasons set out above and any other reason we notify to You of from time to time; and/or

(c) delay, block, freeze or refuse to accept any transaction where we and/or the Platform has reasonable grounds to believe that the transaction breaches Applicable Law or sanctions or the laws or sanctions of any other country.

5. Use of card logos and trademarks

5.1 You acknowledge and agree that:

(a) the Payment Scheme logos, names and holograms (the “Marks”) are owned solely and exclusively by the relevant Payment Scheme;

(b) you will not contest the ownership of the Marks for any reason;

(c) the Payment Schemes may at any time, immediately and without notice, prohibit you from using any of the Marks for any reason; and

(d) you may only use advertising and promotional material for the cards or which show a Mark in the manner we and/or the Platform approve, unless you have received authorisation from the Payment Schemes through other means.

Legal

Checkout.com Platform Merchant Terms