Merchant Agreement for MasterCard, Maestro, Visa, Visa Electron, V PAY, JCB, China UnionPay and American Express. General Rules and Additional Rules

Transcription

1 Merchant Agreement for MasterCard, Maestro, Visa, Visa Electron, V PAY, JCB, China UnionPay and American Express General Rules and Additional Rules

2 Table of Contents General Rules 1. Definitions Scope of the Merchant Agreement Cash Disbursement Use of and Rights in Trademarks Checking of Cards Dynamic Currency Conversion Authorisation Honouring of Payment Transactions Cardholder Disputes Request for Documentation Use and Depositing of Transaction Data Monitoring, Fraud etc Cardholder Receipts Cancellation of a Transaction Right of Return Requirements to Equipment, Software etc Service Providers Security Requirements Period of Storage of Transaction Data Prices and Settlement Liability Risk Assessment Amendments to Prices and Rules Changes related to the Merchant Assignment Termination of the Merchant Agreement Governing Law and Venue Supervision...13 Additional Rules Car Rental 1. Introduction Authorisation when the Car is picked up The Final Transaction Amount Delayed or Amended Charges Additional procedure for American Express cards...15 Hotels 1. Introduction Guaranteed Reservation Cardholder s Reservation Cancellation Unclaimed Accommodations (No-show) Over-booking Advance Deposit Service Cardholder s Reservation Transaction Receipt Cancellation and Cancellation Confirmation Over-booking Express Check-out Cardholder s approval Transaction Receipt Authorisation and Final Transaction Amount Authorisation The final transaction amount Delayed or Amended Charges Quasi-Cash Transactions 1. Introduction Procedure...20

3 1. Definitions Authentication A method used to verify the cardholder's identity by means of a password, a personal secret code or the like. Authorisation The process where the card status is checked and the amount is reserved on the cardholder account. Banking days All days except Saturdays, Sundays, holidays, 24/12, 31/12 and 5/6. Business procedures The business procedures and subsequent updates. The applicable business procedures are available for download at Card data The data used to identify the card, e.g. card number, expiration date and CVC/CVV. Cardholder receipt A proof of the transaction, e.g. the receipt signed by the cardholder, a subscription agreement, car rental agreement or other documentation. Cards The international payment cards covered by the merchant agreement, e.g. MasterCard, Maestro, Visa, Visa Electron, V PAY, JCB, China UnionPay and American Express. CAT/UAT Cardholder-Activated Terminal/Unattended Acceptance Terminal, e.g. for payment of bridge toll, tickets or parking, i.e. where the terminal is solely activated by the cardholder and irrespective of whether the PIN is used. Chargeback Withdrawal of an amount due to a cardholder or card issuer dispute. Credit transaction The refund of a transaction amount to a cardholder s account. CVC/CVV (Control digits) The CVC/CVV are printed on the back of the card in or near the signature panel. The CVC/CVV are the digits printed subsequent to the card number/part of the card number or in a separate space, normally 3 digits. For American Express cards, also the 4-digit code printed on the front of the card above the card number may be applied. Dynamic Currency Conversion DCC means that the merchant is able to offer customers to pay in their own currencies. The merchant s terminal or payment solution must be approved for this feature. The currencies that are included in Teller's DCC solution appear from Face-to-face transactions Face-to-face transactions require the physical presence and participation in the transaction of the cardholder and the merchant. Examples of sales outlets where face-toface transactions are conducted are retail outlets, hotels, car rental companies and the like, where the customers are served by a shop assistant, compare non-face-to-face transactions. Floor limit An amount limit. For transaction amounts above this limit, an authorisation is required, cf. however section 7. International card organisations MasterCard International, Visa International, JCB International, China UnionPay and American Express Global Network Services the organisations, which set the rules for the payment systems and which have issued Teller's licenses for the acquiring of payments made with the cards. J/Secure JCB's designation for the cardholder authentication method used in connection with e-commerce. MasterCard SecureCode MasterCard's designation for the cardholder authentication method used in connection with e-commerce. Merchant The company (natural or juristic person) that signs the merchant agreement with Teller. 3

4 Merchant agreement The agreement (contract form) between the merchant and Teller A/S, general rules and additional rules, if applicable, business procedures, security in connection with card payments and price list. Non-face-to-face transactions Non-face-to-face transactions cover other types of payment card transactions such as mail order, phone order, e-commerce, recurring payments and card payments conducted in CAT/UAT. Payment gateway The communication channel used for authorisation requests and to deposit card payments with Teller. Payment server The server/systems at the merchant or the merchant's service provider (PSP, web hotel or the like), which is/are used for the processing of card transactions, the transmission of trans actions to Teller and/or the storage of card and transaction data. PCI DSS Payment Cards Industry Data Security Standard. The card organisations' security requirements which must be observed by all parties that process card data. See for more information about the security requirements. PIN The personal code which is attached to the card. PSP Payment Service Provider. A provider of services to merchants, which processes card data and transactions on behalf of the merchant, e.g. in connection with e-commerce. Sales outlet The physical address or the URL of the merchant, from which the goods/services are sold/provided. Transaction The agreement between the merchant and the cardholder on the transfer of a certain amount from the cardholder s account to the merchant s account. Transaction data The data used to carry out a payment transaction, consisting of card data and other data received in connection with the transaction, e.g. transaction amount, cardholder name and a description of the goods/services purchased. Transaction currency The currency which is used in the transaction and which appears from the cardholder receipt. Verified by Visa Visa's designation for the cardholder authentication method used in connection with e-commerce. 2. Scope of the Merchant Agreement The merchant agreement is applicable to transactions conducted with the cards that the merchant accepts, cf. the merchant agreement. The merchant agreement stipulates the rules applicable to transactions conducted using the merchant s payment solutions and/or equipment. The merchant is obliged to accept all cards of the types covered by the merchant agreement as a means of payment. This means that if the sales outlet shows Maestro acceptance mark, the merchant must accept all Maestro cards. The same is applicable to Visa Electron, JCB and the other card types. Be aware that, under this agreement, American Express cards may solely be accepted by merchants/sales outlets registered in Denmark and all American Express transactions must be conducted in DKK. Teller's services in connection with the acquiring of card transactions will include but not be limited to: Processing of authorisation requests Processing and transmission of authorisation responses Registration and processing of transactions (captures) Settlement of transactions conducted with cards covered by the merchant agreement Support as described in the document business procedures and appendices, if applicable Handling of cardholder/card issuer disputes Marketing 4

5 The merchant agreement is applicable to transactions with cards carried out at the sales outlet as stated in the merchant agreement and for the goods and services sold from the sales outlet in question. The right to use the sales outlet must belong to the merchant and the sales outlet must be registered in the name which appears from the merchant agreement. The merchant is not entitled to receive transactions originating from cardholders' purchases from other companies or to attempt to have such transactions honoured by Teller under this merchant agreement. The merchant is not entitled to use the merchant agreement for the following purposes: Activities that may harm Teller's and the card organisations' brands and images. Purposes that are open to criticism for moral or ethical reasons or purposes that are somehow in conflict with applicable law or regulations in the country in question Collection of debts Furthermore, the merchant is not entitled to accept transactions in e-commerce for the following purposes: Gaming / gambling Lotteries and the like Tobacco and tobacco-related products Sale of pornographic movies, pictures and the like which are shown or may be downloaded via the internet An updated list of non-permitted activities is available at Credit transactions using the cards may solely be conducted for purposes of wholly or partially cancelling a previous transaction (purchase), e.g. where the customer has returned purchased goods. The amount of the credit transaction may never exceed the original purchase amount. Teller reserves the right to terminate the merchant agreement without further notice in case of the merchant s non-observance of the rules stipulated in the merchant agreement, cf. section Cash Disbursement Cash disbursement from exchange agencies, casinos etc. are governed by the additional rules for cash disbursement. 4. Use of and Rights in Trademarks All rights in the trademarks of the cards which the merchant accepts belong to the respective international card organisation. The merchant must clearly display the trademarks (acceptance marks) of the cards, which the merchant accepts as means of payment at the sales outlet. The merchant is entitled to use the marks in conjunction with the marketing of its products and services payable by means of the cards. The trademarks may not be used for any other purposes. Teller may provide stickers to be displayed at the sales outlets as well as logos for the merchant's own marketing material. Additionally, the trademarks may be downloaded from The trademarks must always be shown in the correct form. Cards shown in marketing material may not contain a valid card number. Additional requirements to the use of trademarks and/or guidelines may be available in the business procedures in the sections describing the individual payment solutions. Besides the right of use described above, the merchant agreement does not confer any rights on the merchant in respect of the trademarks, including property rights or intellectual property rights. On termination of the merchant agreement, the merchant must discontinue any use of the trademarks, including stickers, display of trademarks on the internet or in other media as well as any other use of the trademarks. 5. Checking of Cards When accepting a card as means of payment, the merchant undertakes to observe the procedures for checking of cards described in the business procedures. 5

6 6. Dynamic Currency Conversion If the merchant provides cardholders with the option of Dynamic Currency Conversion (DCC) i.e. the conversion of the transaction amount from the transaction currency to the cardholder billing currency at the time of purchase prior to depositing the transaction with Teller, the below mentioned procedure must be observed. Currently, DCC is applicable to the following currencies, i.e. the merchant is entitled to convert the transaction amount from its national currency to one of the following currencies upon prior agreement with the cardholder: DKK, EUR, USD, GBP, SEK, NOK, CHF, JPY Be aware that the cardholder must be notified of the rate of exchange applied to the conversion and specifically accept the conversion prior to completion of the transaction. If the cardholder does not accept the conversion, the merchant must complete the transaction in its national currency. An updated list of supported currencies is available at The merchant s equipment that is used for DCC must be approved by Teller. The exchange rates that the merchant is using are provided by Reuters on a daily basis (Danish banking days). The exchange rate tables in the merchant s system/terminals are automatically updated. The mark-up agreed on the exchange rates appears from the merchant agreement (contract form) and/or the price list. The settlement of DCC transactions to the merchant is based on the original transaction amount in the original amount i.e. the transaction amount prior to the DCC. The merchant s commission for DCC of the original transaction amount appears from the merchant agreement (contract form) and/or the price list. Conversion is not allowed for domestic transactions. Conversion can only be made for MasterCard and Visa products, but is not allowed for JCB, China UnionPay and American Express card transactions. American Express card transactions under this merchant agreement must always be completed in DKK. Authorisation requests must be sent to Teller in the final transaction currency and contain the final trans action amount, i.e. the amount converted in accordance with the above principles for DCC. 7. Authorisation The merchant must authorise all face-to-face transactions, unless otherwise specifically agreed with Teller in the merchant agreement. In the non-face-to-face environment, e.g. mail and phone order, e-commerce, CAT/UAT, all transactions must be authorised, irrespective of the transaction amount. In backup situations a transaction may not be divided into two or more transactions in order to avoid the merchant s floor limit, if applicable. Authorisation must be requested for the total transaction amount. It is not permitted to round off the amount. The merchant must include the authorisation code in the transaction data, which the merchant deposits with Teller. If the merchant receives a decline response to the authorisation request, the merchant may not complete the tran s- action irrespective of the transaction amount. 8. Honouring of Payment Transactions Teller will honour payments for products or services purchased by the cards covered by the merchant agreement unless: the merchant knew or should have known that the user was unauthorised to use the card, the merchant did not obtain an authorisation code, cf. section 7 6

7 the merchant did not check the card, cf. business procedures and additional rules, if applicable the card issuer or the cardholder has disputed the transaction, cf. section 9 Furthermore, Teller reserves the right to charge back transactions conducted in terminals which are not chip-enabled, if the card that was used was false or counterfeit, and/or the cardholder claims that he/she did not engage in the transaction Payments that are not honoured will be set off against the merchant s settlement from Teller. If the merchant did not deposit the transaction with Teller as stipulated in section 11, Teller may reject to honour the transaction. 9. Cardholder Disputes If Teller receives notification that the cardholder has claimed 1. not to have engaged in the payment transaction, Teller may withdraw the disputed amount from the merchant s account with Teller. If the transaction was conducted using the card s chip and PIN, or the cardholder was verified by means of MasterCard SecureCode, Verified by Visa or J/Secure in a e-commerce transaction, and the transaction was approved, Teller will honour the transaction unless the merchant knew or should have known that the user was not entitled to use the card. If Teller receives notification that the cardholder has claimed that 2. the amount was paid by other means, 3. a subscription has been cancelled, 4. the transaction exceeds the amount accepted by the cardholder, or 5. the agreed product or service has, for instance, not been supplied as agreed, or 6. the cardholder or the recipient of the product or service in connection with e-commerce or mail/telephone order has exercised a statutory or agreed right of cancellation and the merchant has not reimbursed the amount, Teller may withdraw the disputed amount from the merchant s account with Teller, unless Teller can reject the cardholder dispute immediately as unwarranted. If Teller receives notification that the cardholder has claimed that 7. the cardholder did not know the exact amount when approving the transaction and the transaction amount exceeded the amount which the cardholder might reasonably expect to be withdrawn from his/her account Teller may withdraw the full transaction amount from the merchant s account with Teller, unless Teller can reject the cardholder dispute immediately as unwarranted. If, in connection with a cardholder or card issuer dispute, Teller requests documentation for the trans action from the merchant, the merchant must provide such documentation to Teller not later that at the deadline stipulated in the request from Teller (7-14 calendar days dependent on the card type). If, on basis of the merchant s documentation, Teller can reject the cardholder or card issuer dispute, the amount will again be deposited in the merchant s account with Teller. If the merchant does not provide the requested documentation by the deadline stipulated in the request, Teller may maintain the withdrawal of the amount from the merchant s account. Teller is not obliged to provide the merchant with any documentation for the cardholder or card issuer dispute. The fee, which the merchant shall pay to Teller for processing any cardholder or card issuer disputes, if applicable, appears from the merchant agreement and/or the price list. 7

8 10. Request for Documentation If Teller requests documentation for a trans action, the merchant must always provide such transaction documentation to Teller not later that at the deadline stipulated in the request from Teller (7-14 calendar days dependent on the card type). Trans action documentation may consist of a cardholder receipt, a car rental agreement, a subscription agreement or the like, which forms the basis of the transaction. If the merchant does not provide the transaction documentation as stipulated above, the amount may be withdrawn from the merchant s account with Teller. If the merchant, upon receipt of a request for transaction documentation, conducts a credit transaction to the cardholder s account, the merchant must notify Teller thereof before the deadline stipulated above in order to avoid that Teller withdraws the amount from the merchant s account. 11. Use and Depositing Trans action Data The merchant may only use card data for the purpose of completing transactions. Thus, the merchant is not entitled to use the card and/or card data for identification purposes in connection with access control or the like. The merchant may only deposit transactions with Teller originating from purchases made at the merchant s sales outlet and may not assign transactions, including sales slips, to any third party. The merchant guarantees the validity and correctness of the transaction data that the merchant deposits with Teller. The merchant must deposit transaction data with Teller as soon as possible. Transaction data must be received by Teller not later than the 3rd calendar day after the transaction date. However, the merchant may not deposit transactions with Teller until the merchant has delivered or handed out the goods or rendered the service to the cardholder or the recipient appointed by the cardholder. The merchant is responsible for depositing the transactions with Teller and that depositing takes place within the deadlines stipulated. Teller will charge a fee for the processing of transactions that are deposited after the deadline, cf. the price list. Furthermore, Teller may reject to process or honour transactions that are deposited after the deadline. The merchant may not pass on transaction data to any third party, unless it is necessary in connection with the correction of payment transactions, for law enforcement or where it is authorised by other legislation. Any cost in connection with the communication between Teller and the merchant must be paid by the merchant. 12. Monitoring, Fraud etc. Teller will monitor authorisation requests and transactions received from the merchant, including the number of chargebacks and credit transactions. Furthermore, Teller will monitor transactions that are reported as fraud by the card issuer even if the amount is not withdrawn from the merchant s account with Teller, cf. section 9. Teller will contact the merchant in case of substantial deviations; e.g. compared to the merchant s usual number of authorisation requests, chargebacks and credit transactions, or the number that is usual for merchants within the same line of business, or if Teller for other reasons may suspect that fraudulent transactions are being conducted at the merchant s sales outlet. If Teller deems it necessary, Teller may request the merchant to take specific measures for the purpose of reducing the number of chargebacks, credit transactions etc. Teller may change the terms of settlement or suspend/ terminate the merchant agreement. If an excessive number of chargebacks due to circumstances for which the merchant is responsible results in extra costs on the part of Teller, e.g. fees to be paid to a card organisation, Teller reserves the right to invoice such fees etc. to the merchant. 8

9 13. Cardholder Receipts The cardholder is entitled to a receipt for each transaction. The merchant must hand out/transmit a cardholder receipt to the cardholder when the transaction is completed, cf. the business procedures. 14. Cancellation of a Transaction If a transaction was completed by mistake, the merchant must cancel the transaction if possible. If cancellation is not possible, the merchant must complete a credit transaction. If neither is possible, the merchant must contact Teller. The merchant must provide the cardholder with a cardholder receipt for the credit transaction. 15. Right of Return If the cardholder or the recipient of the goods/services exercises a statutory right of return in case of e-commerce or mail/telephone order, or if the cardholder exercises a right of return agreed upon, the merchant must complete a credit trans action or otherwise reimburse the cardholder. 16. Requirements to Equipment, Software etc. The merchant may only use equipment payment terminals and payment solutions that is approved for transactions with the cards covered by the merchant agreement. Equipment must be installed in accordance with the requirements stipulated in the business procedures, if applicable. The merchant must always use a software version that is approved by Teller in the merchant s equipment and/or systems. Information about vendors whose payment terminals, payment solutions and software versions etc. have been tested and approved by Teller is available at or may be provided by Teller. Teller is not liable for the vendors products and services. 17. Service Providers If the merchant uses a service provider, e.g. a PSP, a webhotel or the like, who processes card data or for some other reason has access to card data on the merchant s behalf, the merchant must notify Teller of such service providers. New service provider or change of service provider must also be notified to Teller, cf. section 24. The merchant is liable for any acts and omissions by its service provider. The merchant may only use service providers that meet the requirements stipulated in section Security Requirements If the merchant and/or its service provider/web-hotel etc. processes, including transmits or stores card data, the merchant must ensure that the security requirements applicable at any time currently the PCI DSS, (Payment Card Industry Data Security Standard) and the PA DSS (Payment Application Data Security Standard) are observed. The following data may never be stored: CVV Card Verification Value stored in the magnetic stripe CVV2 Card Verification Value printed on the back of the card in or close to the signature panel icvv Card Verification Value stored in the chip PVV PIN Verification Value stored in the magnetic stripe The merchant can read more at about the measures the merchant must take to prove that the security requirements are observed. Any costs in connection with the observance of security requirements, audit of the merchant s systems and procedures, if applicable, scans etc. must be borne by the merchant. When storage of transaction data/cardholder receipts is no longer necessary, cf. section 19, transaction data/cardholder receipts must be destroyed in an appropriate manner, cf. the PCI DSS, to ensure that no unauthorised persons are 9

10 allowed access to the data contained in the documentation. Any media, such as hard drives, floppy discs and magnetic tapes containing transaction data, must be deleted, overwritten (minimum 8 times) or destroyed before equipment is discarded or disposed of. The merchant must notify Teller immediately, if unauthorised persons have gained access to its systems involving a risk of unauthorised access to and/or use of card data. 19. Period of Storage of Transaction Data For the purpose of processing cardholder or card issuer disputes, the merchant must store transaction documentation, including but not limited to cardholder receipts, for a period of 20 months from the transaction date and in accordance with the rules stipulated in section 18. This requirement is also applicable if the merchant s business is discontinued. 20. Prices and Settlement The prices which the merchant must pay to Teller appear from the merchant agreement (contract form) and the price list. The currencies in which settlement from Teller may take place as well as rate of interest in case of delayed payments appear from the price list. Settlement takes place directly to the bank account(s) which the merchant has notified to Teller, cf. the merchant agreement (contract form). Teller will forward a payment notification to the merchant containing information on the amounts that will be settled and the dates of settlement. The payment notification contains the following information: Date of Teller s receipt of transaction data Reference number for the transaction or a batch of transactions Number of transactions contained in a batch Transaction currency Transaction amount Settlement currency Gross amount of settlement Fees payable to Teller. Fees are divided into card types and fee types Date of transfer of settlement amount from Teller. Be aware that transactions conducted using American Express cards can solely be settled in DKK. From the payment notifications appears the length of period that will elapse before the merchant will receive settlement for a transaction. The amounts that the merchant shall pay to Teller will be set off against the next settlement. Transaction amounts that are disputed by either the cardholder or the card issuer will be set off against the amount payable to the merchant, cf. sections 9, in connection with the next settlement to the merchant. If the merchant s transactions are settled in various currencies and into various bank accounts, Teller will set off amounts due in other currencies and/or in various accounts, if possible. Thus, the merchant will not receive any settlement from Teller unless the merchant s account with Teller shows a balance in the merchant s favour, unless otherwise agreed upon. If Teller is not able to set off amounts due, Teller will forward an invoice for the outstanding amount which is due for payment. If the merchant defaults in making payment of any amount payable to Teller, Teller is entitled to charge interest on the amount due for the period from the due date until the date of payment. 21. Liability Teller shall solely be liable for direct losses caused by late or deficient performance of the agreed obligations resulting from errors or negligence on the part of Teller. Loss of interest shall be considered a direct loss. Even in areas, where a stricter liability is applicable, Teller shall not be held liable for any loss caused by 10

11 breakdown of or lack of access to the computer systems used by Teller or damage to data in those systems resulting from any of the circumstances referred to below, irrespective of whether Teller itself or an external service provider is responsible for operating the systems. failure of Teller s power supply or telecommunications, legislative intervention or administrative acts, national disasters, actual or imminent war, riots, civil commotion, sabotage, vandalism (whereas in this context the concept of vandalism includes damage caused by computer viruses and hacking) or acts of terror, inspection of the merchant s premises etc. Such inspection includes an assessment of the security procedures and/or a general assessment of the following areas: Premises Access to the merchant s payment server(s) and access to data Stocks, if any That the merchant has a licence, if required The merchant s business procedures etc. That the merchant is compliant with security requirements etc. strikes, lockout, boycott or blockade, irrespective of whether Teller itself or its organisation is the target or instigator of such action, and irrespective of the cause of the dispute, including situations when the action affects only parts of the functions of Teller, or other circumstances beyond the control of Teller. Teller s exemption from liability shall in any event be based on the requirement that Teller should not have taken the hindrance in question into account when entering into the merchant agreement, or should not have avoided or overcome the hindrance or its consequences and The costs in connection with such inspection shall be paid by the merchant. If deemed necessary by Teller, Teller can 1) demand that the merchant furnishes a banker s guarantee on the terms and conditions specified by Teller, 2) withhold a reasonable share of the merchant s transaction amounts or 3) prolong the settlement period, or 4) set a risk fee, which the merchant shall pay, or similar. 23. Amendments to Prices and Rules Teller may change the floor limits, cf. section 7, without notice. that current legislation does not invariably hold Teller liable for the circumstance that caused the loss. Unless otherwise stipulated in section 8, Teller shall not be liable to the merchant for any losses which are caused by unauthorised use of the cards covered by the agreement. 22. Risk Assessment Teller reserves the right at any time to make a risk assessment of the merchant. Such risk assessment includes, but is not limited to, requesting a credit report from the merchant s bank as well as the merchant s annual accounts etc. As part of the current risk assessment, Teller, the international card companies or a representative appointed by one of those parties, shall be entitled to make a physical Otherwise, Teller can amend the merchant agreement, including prices, following the provision of one month s notice. However, amendments may be made with a shorter notice period or without notice if the amendment is made as a result of requirements set by the authorities, the international card companies, or in the context of material security considerations. If the merchant has provided an address, amendments may be notified electronically. The merchant is obliged to notify any amendments in the and street address of the merchant to Teller. The merchant is responsible for not having received notifications of changes, if the merchant has not notified Teller of changes to its or street address. 11

12 24. Changes related to the Merchant The merchant must notify Teller in writing of any changes to ownership, address, address, telephone number, bank account number(s), URL, change of service provider or similar information as well as other amendments to the agreement. For further information about changes to the merchant agreement, see Substantial changes to the nature of the merchant s business, such as changes in the merchant s line of business, product range or in connection with e-commerce and mail/telephone order the merchant's payment and delivery terms and conditions, e.g. if the merchant requests prepayment by cardholders, must be notified to Teller in writing. The changes may result in a renewed risk assessment by Teller of the merchant, cf. section Assignment Teller may assign the merchant agreement to a company within the Nets or to a third party, if Teller sells all or part of the activities covered by the merchant agreement, to a third party. In case of such assignment, the merchant agreement will continue without changes with the new owner as party to the agreement. The merchant is not entitled to assign its rights and obligations under the merchant agreement to any third party 26. Termination of the Merchant Agreement Either party may terminate the merchant agreement in writing with one month s written notice. Any prepaid annual fee will not be refunded. If the merchant s business is assigned to another party, the merchant agreement will lapse. Furthermore, Teller reserves the right to terminate the merchant agreement, if no transactions have been deposited under the merchant agreement for a period of 6 months. If the circle of owners is otherwise changed, the merchant agreement may lapse. The merchant must notify Teller in writing of any changes to the circle of owners. Teller may terminate the merchant agreement in writing forthwith and without notice, if: In connection with the application for the merchant agree ment, the merchant has provided incorrect or incomplete information of its line of business or the company, or Upon commencement of the merchant agreement, the merchant has failed to notify Teller of changes, cf. section 24 The merchant materially breaches the merchant agreement, for instance, by failing to observe the security requirements, or the merchant repeatedly breaches the merchant agreement, and such breach is not remedied by the merchant within the time limit specified by Teller in writing, or the number of chargebacks to the merchant is unreasonably high, cf. section 12, or the number of credit transactions, which Teller receives from the merchant, is unreasonably high, cf. section 12 the merchant s e-commerce business activities include illegal activities, including non-permitted gambling or adult entertainment, or the like the merchant does not respond to Teller s request for information or does not take appropriate action upon Teller s request, cf. section 12, in case of suspicion of fraud, or the result of Teller s risk assessment of the merchant cf. section 22, is not satisfactory, or the merchant is declared bankrupt, suspends its payments, a compulsory composition with the merchant s creditors or any similar debt restructuring is reached, unless the bankruptcy estate is entitled to enter into the merchant agreement in accordance with the Danish Act on Bankruptcy and chooses to do so. The bankruptcy estate must at the request of Teller within 24 hours decide whether or not to enter into the merchant agreement Even where the merchant agreement has been terminated, it shall continue to apply to any claims that were outstanding at the time the merchant agreement ended. Teller may in connection with termination of the merchant agreement, irrespective of the cause of termination, request a banker s guarantee or withhold a reasonable share of the transaction amounts in order to be able to meet any claims for refund by cardholders/card issuers. 12

13 The amount of such banker s guarantee is determined by Teller. Teller may withhold settlement of transaction amounts, until a banker s guarantee has been furnished. If termination of the merchant agreement is due to the merchant s bankruptcy or suspension of payment, Teller may withhold settlement of transactions, until the bankruptcy estate has entered into the merchant agreement or the administrator has accepted that the merchant agreement continue, and a banker s guarantee has been furnished, if applicable, cf. section 22. If the termination of the merchant agreement is due to the merchant s material breach, or the merchant has rendered possible or contributed to fraud, Teller has an obligation to report the merchant to the international card organisations' warning registers. This is applicable irrespective of whether Teller or the merchant has terminated the merchant agreement. 27. Governing Law and Venue This merchant agreement is governed by and construed in accordance with the laws of the Kingdom of Denmark. The exclusive forum for any disputes arising out of or relating to this merchant agreement, which cannot be settled by negotiation, is the Danish courts. Notwithstanding the foregoing, Teller has the right to apply to any court of competent jurisdiction for injunctive or other relief. 28. Supervision Teller is subject to supervision by the Danish Financial Supervisory Authority. 13

14 Additional Rules Car Rental 1. Introduction These rules are applicable to acceptance of MasterCard, Visa, JCB and American Express since delayed or amended charges cannot be applied to Maestro, Visa Electron, V PAY and China UnionPay. Maestro, Visa Electron, V PAY and China UnionPay cards may be accepted as payment for car rental when the cardholder picks up/returns the car. These cards always require electronic reading and the use of PIN or signature. The definitions used in the General Rules are also applicable to the additional rules for car rental. 2. Authorisation when the Car is picked up You must request an authorisation when the cardholder picks up the rented car. The authorised amount may be based on the following data: Cardholder s intended car rental period Rental rate Applicable taxes Mileage rates You may not include an insurance deductible amount or amounts to cover potential damage, if the cardholder waives insurance coverage at the time of the rental. You must notify the cardholder of the authorised amount. If the car rental period is prolonged, you may request and must record authorisations for additional amounts prior to the rental return date. 3. The Final Transaction Amount If the final transaction amount exceeds the already authorised total amount by less than 15%, you need not request additional authorisation. If the final transaction amount exceeds the already authorised amount by 15% or more, you must request authorisation for the additional amount. The most recent authorisation code must be included in the transaction data that are transmitted to Teller. 4. Delayed or Amended Charges You may process delayed or amended charges if the cardholder has consented in writing to be liable for delayed or amended charges. The following items may be processed as delayed or amended charges: Fuel Rental fees Parking tickets Other minor changes A delayed or amended charge must be processed to the cardholder s account within 90 calendar days after the transaction date of the original transaction. For a parking ticket, you must provide documentation to the cardholder from the appropriate civil authority, including the license number of the rented vehicle, time and location of the violation and the amount of the penalty in local currency (DKK). You must complete a transaction receipt (sales slip) for such charges that includes the words Signature on File in the signature field. You must send a copy of the cardholder receipt to the cardholder. Delayed charges due to loss, theft or damage to the car may only be processed if the cardholder, after having been notified of the loss, theft or damage, has accepted that the amount be charged to his/her card. For delayed charges due to damage to the car, you must provide all of the following: Copy of the rental agreement Estimate of the cost to repair from an organisation that can legally provide repairs in your country Civil authority s accident report (if applicable) Documentation showing the cardholder s consent to pay for repair of damage with his/her card Other pertinent documentation available to demonstrate cardholder liability Copy of your insurance policy, if you require that the cardholder pay an insurance deductible. In lieu of an 14

15 insurance policy, you may provide a copy of the car rental agreement showing the cardholder s consent to be responsible for the insurance deductible as indicated by his/her signature or initials. The cardholder s signature must be in proximity to the disclosure. Copy of the transaction receipt covering the amount of the delayed charge 5. Additional procedure for American Express cards The following additional procedure is applicable to American Express cards: Collision Damage Waiver When hiring out a vehicle to a cardholder who is eligible for the Collision Damage Waiver benefit, the following procedure must be observed in case of damage to the car: a) you must ask the cardholder to accept responsibility for the damage using your own damage report form; b) you must give the cardholder an estimate for repair of the damage or send it to him/her if he/she is not present at the time of the vehicle s return; c) you must submit to Teller a charge for a reasonable estimated amount for repair or submit the final charge, when the repair cost is known; Where a reasonable estimate for repair has been submitted, you must request additional authorisation if the final charge exceeds the estimate by more than 10%. You must support all charges by documentary evidence to the cardholder as they occur to enable the cardholder to make his/her own claim. Copies of all supporting documentation shall be retained by you in case of non-receipt by the cardholder. You must advise the cardholder to submit his/her claim directly to: American Express Car Rental Loss and Damage Claims Unit, P 0 Box 932C, White Plains, New York 10603, USA, Tel: (0101) Fax: (0101 ) Cardholder Eligibility The following cardholders are eligible for Collision Damage Waiver: All holders of US Dollar, Canadian Dollar and Latin American Dollar Cards, i.e. Personal, Gold, Platinum, Optima and Company Cards but not Corporate Cards ( large market ); and any cardholder renting a vehicle for thirty one (31) days or less and who is covered for theft or damage. Vehicle Exclusions (i) vans (except mini vans); and (ii) vehicles for off-road use, i.e. 4-wheel drive. Charges submitted to Teller in accordance with this procedure is limited to US $500 or local currency equivalent in total for all claims in respect of administration fees, storage, towing or loss of use. 15

16 Hotels 1. Introduction These rules are applicable to acceptance of MasterCard, Visa, JCB and American Express; since guaranteed reservation, no-show, advance deposit, express check-out and delayed or amended charges may not be applied to Maestro, Visa Electron, V PAY or China UnionPay cards. Maestro, Visa Electron, V PAY or China UnionPay cards may be accepted as means of payment for accommodation upon the guest s arrival/departure. These cards always require online reading and the use of PIN or signature. The definitions used in the General Rules are also applicable to the additional rules for hotels. 2. Guaranteed Reservation If the hotel wishes to use card numbers as guarantee for hotel reservations, the hotel must comply with the rules for Guaranteed Reservation. 2.1 Cardholder s Reservation When the cardholder reserves a room, the hotel must quote the reserved accommodation rate and the exact name and address of the hotel. Furthermore, the hotel must inform the cardholder that an authorisation will be requested at the time of arrival plus provide information about the cancellation policy, including the fact that the cardholder will be charged for one night if the cardholder does not show up and the reservation is not cancelled before the deadline. On reservation, the hotel must obtain the cardholder s name, address, card number and the card s expiration date. Finally, the hotel must provide the cardholder with a confirmation code and advise the cardholder to retain it in case of dispute. If requested by the cardholder, the hotel must provide a written confirmation to the cardholder with the following information: Cardholder name, card number and card expiration date Confirmation code Exact address of your hotel Applicable rules, including rules of cancellation Any other reservation details 2.2 Cancellation The hotel must accept all cancellations prior to the specified deadline. Visa The cancellation deadline must be no earlier than 72 hours prior to the arrival date. If the cancellation deadline is prior to 06:00 p.m. local time on the scheduled arrival date, the hotel must send your cancellation policy (incl. the cancellation deadline) to the cardholder. If the cardholder makes a reservation within 72 hours of the scheduled arrival date, the cancellation deadline may be no earlier than 06:00 p.m. on the scheduled arrival date. MasterCard The cancellation deadline is always at 06:00 p.m. local time on the scheduled arrival date. All cards When a room is cancelled in time, the hotel must give the cardholder a cancellation code and advise the cardholder to retain it in case of dispute. If the cardholder asks for a written confirmation of the cancellation, the hotel must send a confirmation to the cardholder including the following information: Cardholder name Card number Card expiration date Cancellation code Any other cancellation details 2.3 Unclaimed Accommodations (No-show) If a cardholder has not arrived or cancelled the reservation by the specified time, the hotel may debit the cardholder for one night s lodging. In that case, the hotel must complete a transaction receipt, which must contain the following: Hotel name Amount of one night s lodging plus applicable taxes Date of unclaimed accommodation Cardholder name 16

17 Card number Card expiration date The words guaranteed reservation/no-show in the signature field of the transaction receipt The hotel must follow its normal procedures for authorisation and depositing of transactions. The hotel must forward a copy of the cardholder receipt to the cardholder no later than 3 days after the transaction date. The hotel must inform the cardholder of its cancellation policy and advise the cardholder whether the hotel will retain part or all of the deposit if the cardholder has not arrived by check-out time the day following the specified last night of lodging and has not cancelled the reservation within the time limit specified by the hotel. Under the Advance Deposit Service, a cardholder may forfeit the advance deposit, if permitted by local law, but the hotel must not charge for a no-show transaction. The hotel must retain the registration form and data, including the room number, for at least 20 months from the date where the transaction/sales voucher has been submitted to Teller for settlement. 2.4 Over-booking If the reserved accommodation is unavailable at normal check-in time, the hotel must provide to the cardholder the following services without charge: Get comparable accommodation at an alternate hotel Arrange for transportation between your hotel and the alternate hotel Grant the cardholder a 3-minute free telephone call (domestic or foreign), if requested by the cardholder Forward messages to the cardholder s new, alternate hotel, if the cardholder requests it 3. Advance Deposit Service If the hotel wishes to participate in the advance deposit service, the hotel must comply with the rules for Advance Deposit Service. 3.1 Cardholder s Reservation When the cardholder reserves a room, the hotel must obtain the cardholder s name, address, telephone number, card number and the card s expiration date, the scheduled date of arrival and intended length of stay. The hotel must quote the reserved accommodation rate and the exact name and physical address of your hotel and determine the transaction amount based on the intended length of stay (not to exceed 14 nights lodging). The deposit amount must be applied to the total obligation. Finally, the hotel must provide the cardholder with a confirmation code and advise the cardholder to retain it in case of dispute. If requested by the cardholder, the hotel must provide a written confirmation to the cardholder of a reservation change. For purposes of documentation, it is recommended that the hotel request the cardholder to sign a written confirmation of the hotel reservation. 3.2 Transaction Receipt The hotel must complete a transaction receipt containing the following information: Advance deposit amount Cardholder name, card number and expiration date Cardholder telephone number and mailing address The words advance deposit in the transaction receipt signature field Confirmation code Scheduled arrival date Date and time that cancellation privileges (if any) expire without deposit forfeiture for unused accommodations The hotel must forward a transaction receipt copy and cancellation policy to the cardholder not later than 3 business days after the transaction date. 3.3 Cancellation and Cancellation Confirmation The hotel must accept all cancellations prior to the specified deadline. When cancellation takes place before the deadline, the hotel must provide a cancellation code and advise the cardholder to retain it in case of dispute. 17

18 The hotel must complete a credit transaction including all of the following: If the cardholder chooses the Express Check-out facility, the cardholder must complete and sign an Express Checkout form. The hotel may obtain information about the requirements for an Express Check-out form from Teller. Transaction amount Cardholder name Card number Card expiration date Cancellation code The words deposit cancellation on the transaction receipt signature line The hotel must deposit the credit transaction with Teller and forward a copy to the cardholder not later than 3 business days after the transaction date. 3.4 Over-booking If the reserved accommodations are unavailable at the cardholder s arrival, the hotel must provide to the cardholder the following services without charge: Credit refund for the entire transaction amount. The hotel must provide the credit transaction receipt copy to the cardholder Comparable accommodations at an alternate hotel for the number of nights specified in the reservation (not to exceed 14 nights) or until the reserved accommodations become available at your hotel Arrange for transportation between your hotel and the alternate hotel Grant the cardholder one 3-minute free telephone calls (domestic or foreign), if the cardholder requests it Forward messages to the cardholder s new, alternate hotel, if the cardholder requests it 4.2 Transaction Receipt At (or after) the cardholder s departure, the hotel must complete a cardholder receipt with the following information: Total transaction amount Cardholder name Card number Card expiration date The words Express check-out/signature on file in the signature field of the cardholder receipt The hotel must ensure that the card numbers on the Express Check-out form and the cardholder receipt are identical. The hotel must provide to the cardholder a transaction receipt copy, the itemised bill and a copy of the signed Express check-out agreement either on-site or by mail within 3 banking days after the cardholder s departure. The hotel must follow its normal procedures for authorisation and depositing of transactions. The hotel must retain the itemised bill, incl. all vouchers and the signed Express Check-out form. The documentation must be retained at least 20 months after the transaction date. 5. Authorisation and Final Transaction Amount 4. Express Check-out 4.1. Cardholder s approval Express Check-out is a pre-authorisation from the cardholder, which gives the hotel permission to post charges to the cardholder s account without a signature on the sales slip and makes it possible for the cardholder to leave the hotel at short notice. At check-in, the card must be imprinted or read in a terminal. 5.1 Authorisation The hotel must request authorisation on the date of arrival or the day when the deposit is due for payment. The authorisation amount may be estimated based on the following information: Expected duration of the stay Accommodation rate Taxes Prices for other services Delayed or amended charges, if applicable 18

19 The hotel may obtain and must record authorisations for additional amounts above any amount already authorised after the check-in date. 5.2 The final transaction amount When the cardholder checks out, the hotel must calculate the final transaction amount. If the final transaction amount exceeds the already autho rised total amount by less than 15%, the hotel need not request additional authorisation. If the final transaction amount exceeds the already authorised total amount(s) by at least 15%, the hotel must request authorisation for the additional amount. The most recent authorisation code must be included in the transaction data that are transmitted to Teller. 6. Delayed or Amended Charges The hotel may process delayed or amended charges if at the time of check-in the cardholder has consented to be liable for delayed or amended charges. Delayed or amended charges may include the following services Room Food and beverage charges Telephone charges Other minor charges The hotel must create a transaction receipt that includes the words Signature on File. The transaction must be deposited with Teller as soon as possible and not later than 60 days after the cardholder s stay at the hotel. At the same time, the hotel must send a copy to the cardholder. 19

20 Quasi-Cash Transactions 1. Introduction These additional rules are applicable to quasi-cash transactions. Quasi-cash transactions include the sale of foreign currency, travellers cheques or money orders at financial institutions or merchants registered as quasi-cash merchants with Teller and the sale of gaming chips at casinos registered as such with Teller. Otherwise, manual cash disbursements may solely be processed by financial institutions following a separate agreement between the financial institution and Teller. American Express cards may not be accepted as payment for gaming chips at casinos. The definitions used in the General Rules are also applicable to the additional rules for quasi-cash transactions. 2. Procedure Quasi-cash transactions may solely be processed in chipand PIN-enabled terminals with online connection to Teller. All transactions must be authorised. The following data must be recorded on the terminal (cardholder) receipt: The 4 digits that are printed on the front of the card Type of ID Serial number of the ID Expiration date of the ID, if applicable (the ID must be not expired) Place of issue city and/or country of the ID Customer (cardholder) name Signature and/or stamp of sales clerk In case of signature-based transactions, you must compare the cardholder signature on the sales slip with the signature on the card and the ID, if the ID contains a signature. All above data must be recorded on the cardholder receipt; otherwise Teller may charge back the amount from your account. If the above mentioned procedure cannot be performed satisfactorily, you should decline the transaction. The use of paper slips/imprinters is not allowed in connection with quasi-cash transactions. Refer to Business Procedures for instructions on how to complete a chip and PIN transaction. Additionally, the following steps must be performed in connection with a transaction: Check the cardholder identity by means of an official ID document containing photo and signature, if a signature is present (e.g. passport or driver's licence) 20