TERMS AND CONDITIONS FOR PAYMENT CARDS SERVICING

Transcription

1 TERMS AND CONDITIONS FOR PAYMENT CARDS SERVICING 1. TERMS AND DEFINITIONS 1.1. Authorisation is a query to check Card validity and availability of corresponding funds on the Card s account Card means an electronic means of payment which enables the Cardholder to make Transactions Cardholder is the person who owns the account or is the person determined by the account owner, who can use the Card Merchant is a legal or natural person with whom the Bank has concluded the Agreement Commission Fee is a fee constituted in accordance with the Agreement that the Merchant pays to the Bank for processing the Transactions Account means the current account of the Merchant specified in the Agreement Receipt means a document certifying the Transaction according to the demands of the Bank and International Card Organisation Agreement means the Payment Cards Service Agreement drawn up and executed as separate document between the Merchant and the Bank along with these Terms and conditions for payment cards servicing and all the annexes belonging thereto, all of them constituting an integral part of the Agreement International Card Organisation means MasterCard Worldwide, VISA International or any other payment card organisation as notified by the Bank Terminal is a mechanical or electronic device, owned by the Bank, Merchant or third party, which enables processing of Card Transactions in compliance with and is certified according to the requirements of the Bank and respective International Card Organisation Transaction is an order given by Cardholder using Card to initiate payment for goods or services or any other permitted operation Transaction Reconciliation Report is a summary of Transactions conducted at a Terminal Point of Sale is a trading place where the Merchant offers, provides or sells goods or services Monthly Fee is a fixed fee that the Merchant pays to the Bank in advance for each month (full or incomplete) for Card servicing at each Terminal Payment Card Industry Data Security Standard (PCI DSS) is a set of industry-wide requirements and processes to protect sensitive account data at the Merchant, supported by International Card Organisations ( Certification means a procedure and respective activities carried out by the Bank or third party nominated by the Bank in order to verify the conformity of a Terminal to the Bank and International Card Organisation Card processing centre is a third party accepted by the Bank which provides Card transaction processing services Service Provider is any third person nominated by the Bank who provides any services on behalf of the Bank for the performance of the obligations mentioned in the Agreement. 2. SUBJECT OF THE AGREEMENT 2.1. The Agreement shall regulate the relations between the Bank and the Merchant in respect of accepting Cards at Points of Sale as non-cash means of payment for goods or services or any other permitted operations, conducting Transactions and Settlements Information on respective Point of Sale where Transactions are serviced according to the present Agreement and other relevant information are prepared in Annex to the Agreement. 3. SETTLEMENTS 3.1. The Bank shall transfer the amount of funds for Transactions reduced by the Commission Fees for the Transactions to the Account within 3 (three) business days following the receipt of Transaction Reconciliation Report with exception of cases provided herein, when the Bank is entitled to suspend the implementation of its obligations as provided below Merchant shall pay the Bank Commission Fees on the basis of the Transactions and pursuant to the rates set in accordance with the Agreement In addition to the Commission Fees, the Merchant shall pay to the Bank every month on the 10 th (tenth) date of each calendar month in advance a Monthly Fee for servicing the Cards at each Terminal. Upon entering into the Agreement the agreed amount of Monthly Fee in a respective Point of Sale is specified in Annex to the Agreement The Bank is entitled to debit due Commission Fees and Monthly Fees as well as any other sums payable to the Bank by the Merchant according to the Agreement from the Account without co-ordinating with the Merchant thereof. In case there are not enough funds the Bank is entitled to deduct due Commission Fees and Monthly Fees from any other account of the Merchant held with the Bank without additional agreement with the Merchant thereupon.

2 4. OBLIGATIONS AND RIGHTS OF THE MERCHANT 4.1. The Merchant shall accept all valid duly presented Cards as means of non-cash payment during the business hours of the Merchant at Point of Sale for payment for goods and/or services according to the prices that upon the moment of the Transaction are not higher and on conditions that upon the moment of the Transaction are not worse than those indicated for settlements in cash. By drafting the Transaction, the transaction amount shall be stated in national currency if not notified otherwise by the Bank The Merchant shall place visibly clear at the Points of Sale promotional stickers and materials indicating servicing Cards at Points of Sale as given by the Bank When drafting payments by Cards, the Merchant undertakes to comply with: Instruction on Security Elements and Acceptance of Payment Cards, which is an integral part of the Agreement (available at Terminal Usage Manual The Merchant shall immediately follow any security instructions received from the Bank The Merchant shall send to the Bank the Transaction Reconciliation Report not later than on the next business day after Transaction execution date Merchant preserves Receipt and the Transaction Reconciliation Report for at least 2 (two) years from making respective Transaction The Merchant has the right to use the third parties according to Bank and International Card Organisation rules and specifications which are approved and certified by the Bank In case the Terminal belongs to the Merchant, Terminal should be approved and certified by the Bank By signing the Agreement or by validating the Agreement via Internet Banking the Merchant certifies that it has acquainted itself with the documents mentioned in Subclauses and 4.3.2, and that upon launching of the Card acceptance employees of the Merchant will be acquainted with the documents. In addition, the Merchant, by signing the Agreement or by validating the Agreement via Internet Banking, undertakes to comply with and to acquaint its employees with the latest versions of the documents and their changes as provided by the Bank It is prohibited for the Merchant: to set an additional fee for payments with the Card, unless such additional fee is stipulated by the legislation and the Bank has permitted charging of such additional fee under the rules of International Card Organisations; to set minimum and maximum amounts of Transactions; to accept a Card for payment to settle or to refinance existing obligation; to disburse cash on the basis of the Transaction or the cancellation of the Transaction; to divide a purchase paid using one Card between several Transactions or Receipts; to use such card reading system that copies, records or in any other manner stores information that is included in the magnetic stripe or in smart card; to accept Card as means of payment for business conducted by third parties; to allow accepting of cards to employees of the Merchant who have not completed training course on Card acceptance The Merchant will guarantee the access to the Terminal only to the authorised persons and sufficient protection for the preservation of the Terminal Merchant shall print Receipt in two copies, one of which is presented to Cardholder and the other one preserved by the Merchant Following the request of the Bank or Card processing centre, the Merchant shall deliver to the Bank or to Card processing centre respectively a copy of Receipt as well as explanation thereto not later than within 3 (three) business days of the Bank since the day of receipt of the request The Merchant shall maintain in working order the technical devices necessary for processing of Transactions. The Merchant is not allowed to change the Terminal technical data and to allow the changes without the agreement of the Bank The Merchant shall notify the Bank about each new trading place of the Merchant where Cards will be accepted as means of payment at least 10 (ten) business days prior to launching of its operations providing all information necessary for filling Annex to the Agreement The Merchant shall ensure sufficient amount of funds in the Account for discharge of the Agreement The Merchant shall fulfil and follow effective PCI DSS ( The Bank has the right to demand that the Merchant submit documentation certifying the compliance of the Merchant with the PCI DSS The Merchant will pay all the costs related to its communication costs The Merchant is not allowed to change the location of Terminal without the agreement of the Bank. The Merchant has the right to change the location of the mobile Terminal The Merchant shall have the commitment to capture any Card that comes into the possession of third parties by forgery, loss or in another way from the person presenting the Card and within 3 (three) business days forward it to the Bank The Merchant undertakes: to ensure that without the Cardholder s consent confirmed with his/her signature or PIN code, any additional amounts are not specified on the Receipt; to ensure that the amount specified on the Receipt corresponds to the actual purchase amount;

3 without the Bank s authorization, never service the Cardholder according to the Card number provided by phone, fax, post, or any other way, and never enter the Card number to Terminal manually; to ensure confidentiality of the Card identification data and personal data of persons paying by the Card; never pass such data to any third persons, including other staff members of the Merchant The Merchant shall undertake appropriate actions aimed at finding out all circumstances of suspicious/ illegal payment settlements and prevention of any further possible such payment settlements, as well as notify the Bank immediately on any such actions. 5. OBLIGATIONS AND RIGHTS OF THE BANK 5.1. The Bank or Service Provider shall provide the Merchant with necessary forms, special labels, stickers at no additional charge The Bank has the right to use third parties (Service Provider) to fulfil Bank's obligations The Bank shall have the right not to accept the claims of the Merchant for the transfer of the amount indicated in clause 3.1 of the Agreement if the relevant Transaction Reconciliation Report arrives at the Bank more than 5 (five) days after conducting the Transaction The Bank shall have the right to suspend, block on the Merchant s account or deduct from the Merchant s account the transfer of Transaction amount to the Merchant up to 120 (hundred twenty) business days, for which additional control is necessary under the requirements of the International Card Organisation. The Bank shall notify the Merchant thereof over the telephone and, if necessary, in writing. If the Bank has already transferred to the Merchant the amount of Transaction subject to control, the Bank is entitled to suspend the transfers of amounts for further effected Transactions to the amount of the Transaction subject to control up to 120 (hundred twenty) business days The Bank shall have the right to suspend, block on Merchant s account or deduct from the Merchant s account transfers up to 180 (one hundred eighty) business days for those Transaction amounts on which grounded claims have been filed under the rules of the International Card Organisation as well as for Transaction amounts on which the Merchant has failed to deliver Receipt confirming the transaction within 3 (three) business days following the request made by the Bank or the Card Processing Centre. If filed claims are examined within the term less than 180 (one hundred eighty) business days, the Bank returns the Transaction amounts into the Account as soon as information confirming the cancellation of claims has been received. If the received information does not confirm the cancellation of claim, the Transaction amount is not transferred to the Account and the Bank deducts the Transaction amount The Bank shall have the right, without additional agreement with the Merchant thereof, to deduct from the Merchants turnover from Cards or from the Merchant s Account, or in case of lack of funds, from any account of the Merchant with the Bank: Transaction amounts for which violations have been detected in the process of Card acceptance and issuing bank or Cardholder questions the transaction; Transaction amounts for which Cardholder and Card issuing bank has filed a grounded claim in compliance with the rules of the International Card Organisation and the Agreement. The Bank shall repay the deducted money amounts only when the procedure of examination of claims has terminated and the Bank has recovered the transaction amounts from the Card issuing bank All the Merchant s financial means (such as cash, securities), present and future, in its accounts held with the Bank are pledged to the Bank as a financial collateral and serve as a security. The collateral shall cover all of the Merchant s obligations to the Bank, including payment for services rendered by the Bank, the Bank s costs, penalties from International Card Organisations, expenses, interest and damages that may be payable to the Bank. In the event of the Merchant s failure to provide in due time the funds required for payments in account, and also in all other events when a claim arises for the Bank against the Merchant, the Bank shall have the right to satisfy such claim by enforcing the financial collateral. The Bank shall have the right, without any prior notice to the Merchant, to debit (transfer) the amount payable from any of the Merchant s accounts with the Bank or from funds that are otherwise due to the Merchant; as well as the Bank shall have the right to convert these funds on behalf of the Merchant without any prior notice to the latter at the Bank s exchange rate then in force The Bank shall have the right to report to International Card Organisations on fraudulent actions by the Merchant as well as to deduct penalties calculated by the International Card Organisations provided that total monthly volume of claims against the Merchant exceeds 2.5% (two point five per cent) of monthly volume of Card transactions of the Merchant for two consecutive months, as well as the Bank shall have the right to deduct the penalties calculated by the International Card Organisations for the Bank for violations made by the Merchant in acceptance of Cards without additional agreement with the Merchant thereof by giving prior notice to the Merchant thereof and by presenting the document received from the International Card Organisation about the violation and claim to pay the calculated penalty If the Bank gives consultation to the Merchant about the usage, maintenance of the Terminal or other actions, the Bank shall have the right to demand the fee for it. 6. LIABILITY 6.1. The Merchant bears responsibility for damages that have occurred: if the Merchant has failed to comply with the Authorisation procedure, Annexes, provisions as well as with other obligations stipulated in the Agreement;

4 6.1.2 if the Merchant has disclosed information related to Card acceptance and their users for third parties, or has used the received information in bad faith; if the Merchant has drafted a transaction without physical presence of the Card The Merchant shall bear responsibility for acceptance of Card for any unlawful actions, including drafting of transactions for goods or services that are prohibited under the legislation The Merchant shall be liable towards the Bank for damages incurred by the Bank due to the error made by the employee of the Merchant upon acceptance of Cards including when a counterfeited Card is accepted for payment for goods and/or services. Any Transactions with forged or lost Cards or with Cards that have come into the possession of third parties in any other way are prohibited and the Merchant shall bear liability for any damages arising there from The Merchant shall cover all the damages incurred by the Bank and third persons provided that the Merchant has failed to retain the Receipts confirming the Transactions for refutation of claims The Merchant shall submit all claims related to the Transaction not later than within 6 (six) months as of conducting the Transaction For each case of breach of obligation stipulated in the Agreement the Merchant shall pay to the Bank a contractual penalty of EUR 25 (twenty five Euros). Payment of contractual penalty shall not release the Merchant from discharge of obligations contracted herein The parties shall not be liable for complete or partial default on obligations under the Agreement in case of occurrence of force majeure circumstances (amendments, supplements to the regulatory documents or adoption and entering into force of new regulatory documents that are binding for the parties, natural disasters and calamities, warfare, strikes, interruptions in means of communication, informative systems, in electric power supply etc.) and other circumstances which are beyond the control of the Party and which prohibit or substantially limit operations of the parties and which directly impact discharge of the Agreement. In such case discharge of contractual obligations shall be postponed until force majeure circumstances cease to exist. 7. CONFIDENTIALITY 7.1. The Merchant shall hold and ensure confidentiality of any data proceeding from the Transaction and the Terminal before third parties. 7.2 The Merchant shall use the data proceeding from the Transaction and the Terminal only for the purpose and pursuant to the procedure set forth in the Agreement The Bank has the right to disclose information about the Merchant and the Agreement to third parties if such requirement is provided by the law, the General Conditions of the Bank or required by the International Card Organisation. 8. AMENDMENTS TO THE AGREEMENT 8.1. The Bank has the right to amend the Agreement (including Monthly Fees and Commission Fees) unilaterally by notifying the Merchant 1 (one) month in advance If the Merchant does not agree with the amendments, the Merchant has the right to terminate the Agreement by notifying the Bank before the date of amendments entry into force If the Merchant has not notified the Bank about termination of the Agreement before the date of amendments entry into force, the Merchant is deemed to accept the amendments. 9. VALIDITY, SUSPENSION AND TERMINATION OF THE AGREEMENT 9.1. The Agreement enters into force and is binding upon the parties as from the moment of activating the Card servicing at the Point of Sale The Bank activates the Card servicing if the following conditions are fulfilled: The compliance check performed by the Bank or the Service Provider after signing or validating via Internet Banking the Agreement is positive; and The Bank has approved and Certified the Merchant s Terminal; or The Bank or the Service Provider has installed the Bank s issued Terminal to the Point of Sale The Bank has the right not to activate the Card servicing if the Merchant does not comply with the requirements of the Bank according to the compliance check performed by the Bank or the Service Provider within 5 (five) business days after signing the Agreement or validating the Agreement via Internet Banking or the Terminal is not Certified or does not comply with the requirements. In such cases the Agreement does enter into force and the Bank informs the Merchant thereof by informing within 3 (three) business days In case the parties sign or validate via Internet Banking the Annex for the Point of Sale together with the Agreement and the compliance check has not been performed by the Bank prior to signing the Annex or validating the Annex via Internet Banking, the effective date of the Annex shall be deemed the date of activating the Card servicing at the Point of Sale in accordance with the clause 9.2 above The Agreement is valid for an unspecified term (unless otherwise agreed by the parties) The Bank has the right for security interests or by the demand from the International Card Organisation or if Merchant is in breach of the contractual provisions to suspend performance of the Agreement by notifying the Merchant thereof. When stopping the Agreement the Bank has the right to stop fulfilling the commitments The Bank is entitled to unilaterally terminate the Agreement at any time by giving written notice to the Merchant thereof provided that:

5 9.7.1 no Transaction has been conducted through the Merchant on the basis of the Agreement for at least 2 (two) months; International Card Organisation demands termination of the Agreement; the Merchant has provided the Bank with incorrect information; the Merchant fails to perform its obligations set forth in the Agreement or other agreement with the Bank or Swedbank group company Either Party shall have the right to terminate the Agreement unilaterally notifying the other party thereof not later than 1 (one) month in advance Either Party are entitled to unilaterally terminate the Agreement by giving written notice to the other Party thereof if insolvency petition regarding the other Party is filed to the court or the other Party is declared insolvent The expiry of the Agreement shall not affect the monetary claims that have arisen from Transactions prior to the expiry of the Agreement becoming collectible or their satisfaction. 10. MISCELLANEOUS The Agreement is executed in two counterparts, both of them being of equal legal force and effect, except when the Agreement is entered into via Internet Banking Annexes are attached to the Agreement and along with these Terms and conditions for payment cards servicing shall be deemed an integral part of the Agreement. If the Agreement is entered into on paper, one counterpart of the Agreement and Annexes shall be held by the Merchant, the other counterpart by the Bank Should there occur any dispute, disagreement or claim resulting from the Agreement, in connection with the Agreement, amendments, violation, discontinuation, lawfulness, being into effect or interpretation of it, it shall be resolved by means of negotiations. Should the Parties fail to settle the dispute by negotiations, it shall be settled by the claimant s choice at the court under the procedure stipulated by the legislation of the Republic of Latvia or at the Court of Arbitration of Association of the Latvian Commercial Banks at Riga under the Articles and Regulations of the said Court of Arbitration. Language of arbitration proceedings shall be Latvian. Number or arbitrators shall be one The legal relations between the Parties are governed by the business documents concluded by and between them, by the legal norms of the Republic of Latvia, as well as by the General Conditions of the Bank as far as they do not contradict the provisions of the aforementioned legal acts and transactions. The representatives of the Merchant are obliged to acquaint themselves with the General Conditions of the Bank that are available at the Bank s premises during its business hours.