Nov 1, 2023
These payment terms (“Payments Terms”) are entered into between [Company name], duly registered under the laws of [country] under company number [xxx], with address at [street + number, postal code, city, country] hereafter referred to as the “Platform”, and you (if your business is a sole proprietorship) or your business (if your are signing up on behalf of a legal entity), hereafter referred to as “Merchant”, “you” or “your”.
In this Agreement, Platform and Merchant are each separately referred to as Party and jointly as Parties. These Payment Terms will be shared with the Processor as defined below. Platform and the Merchant agree that the Processor may rely on these Payment Terms.
The Platform will enable Merchant to integrate with a payment processor (the “Processor”) and accept payments for the goods and/or services Merchant provides (“the “Payment Services”), as described in these Payment Terms. Merchant will be using the Payment Services via the Platform, that acts as a technical service provider.
Under separate terms and conditions (the “Platform Terms”), Platform provides you with its services (the “Platform Services”). These Payments Terms are an addendum to the Platform Terms.
Platform is not a bank, payment institution, or an otherwise regulated financial institution, but is instead, respectively, a supplier of the Platform Services supplied under the Platform Terms and enables integration with the Processor as set out in these Payment Terms.
Fung Payments B.V., registered under the laws of The Netherlands, a licensed payment service provider, carries out the processing and settlement of Transactions (as defined below) (the “Processor”) under separate Processor terms and conditions (the “Processor Terms”). By agreeing to these Payment Terms, you are also agreeing to be bound by the Processor Terms, which constitutes the legal agreement between you and the Processor, which Merchant enters into separately.
Platform is not a party to the Processor Terms and is not liable to you in respect thereof. As part of the Processor Terms a merchant account will be created by the Processor on your behalf to enable the acceptance of payments (the “Merchant Account”).
The Processor’s role is to accept and process payment transactions and collect and settle funds with respect to sales of your products and services.
Capitalised terms used but not defined herein, shall have the respective meanings given to them in the Processor Terms.
Actions submitted by or on behalf of Merchants by the Platform to the Processor are referred to as "Activity", and this includes the communication of information about Transactions, Chargebacks and Refunds, as well as other features. The Merchant unconditionally mandates the Platform to submit Activities on behalf of the Merchant to the Processor.
4. Merchant Acceptance
The provision of Payment Services pursuant to these Payment Terms is subject to the Processor accepting Merchant in accordance with the Processor Terms. As per the Processor Terms, Processor’s acceptance of Merchant as user of the Payment Services and the relevant Payment Methods is strictly limited to the use by Merchant of the Payment Services for payment of Merchant’s own products and services. Merchant may not use the Payment Services to facilitate the payment for products or services sold by third parties and therefore may not resell the Payment Services to third parties. Merchant shall only use the Payment Services in the pursuit of its trade, business, craft or profession.
5. Payment Methods
The Payment Methods are set out in the Platform environment. Merchant assumes sole and exclusive responsibility for the use of any Payment Methods as part of the Payments Services. Merchant also assumes sole and exclusive responsibility for Transactions under the Processor Terms. Platform does not guarantee or assume any liability for Transactions authorised and completed that may later be reversed or charged back. Merchant is solely responsible and liable towards the Processor for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback.
Supported Payment Methods may change from time to time. Through the Platform, Processor will give at least one (1) month notice of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision.
6. Customer Service
Platform will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Payment Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Platform will provide reasonable assistance in liaising between you and the Processor concerning the Payment Services. You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of payments through the Payment Services.
7. Merchant Obligations and Restrictions
Merchant is and remains solely responsible to ensure that its use of the Payment Services is compliant with Applicable Law in its country of residence and the countries its Customers are based in.
Merchant further acknowledges that Processor’s acceptance of Merchant as user of the Services is strictly personal and limited to the use by Merchant of the Payment Services own products and services.
If Platform, or the Processor, believes that a security breach, personal data breach, or other compromise of data may have occurred, Platform may require you to have a third-party auditor that is approved by Platform conduct a security audit of your systems and facilities and issue a report to be provided to Platform and, at Platform’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and supervisory authorities, at your sole cost and expense.
8. Pricing and Settlement
8.1 Payment Fees
Merchant agrees to pay the fees for processing as agreed upon between Platform and Merchant (the “Payment Fees”). In principle these Payment Fees will also encompass any fees that the Platform is due to the Processor.
By default, Processor applies the principle of net settlement to the Merchant, unless agreed otherwise. This means that pay-outs are made for the net amount of the processed payments, after applying the Payment Fees. Processor will settle received funds directly to Merchant Bank Account (as defined in the Processor Terms), withholding from the received funds the Payment Fees. Merchant authorises and gives an unconditional mandate to the Processor to deduct the Payment Fees from any amount the Processor owes to Merchant.
Platform reserves the right to change the Payment Fees at any time, subject to a thirty (30) day notice period. If you continue to use the Payments Services for such thirty (30) days, then you are deemed to have accepted the change in Payment Fees contemplated by such notice. Said price increases shall only become effective starting at the end of the notice period. If you do not agree, then you must terminate your agreement with the Platform.
In addition to the Payment Fees you owe to the Platform, you are responsible to the Processor for any Fines (as defined in the Processor Terms) or any other charges imposed on Merchant or on the Platform resulting from Merchant’s use of the Payments Services in a manner not permitted by these Payment Terms, the Processor Terms or by such financial intermediary’s rules and regulations.
In addition to the Deposit as required under the Processor Terms, and at the Platform’s or Processor’s first request, the Merchant is obliged to provide additional forms of collateral, or grant a lien for the benefit of Platform or the Processor, as a security to guarantee payment of any and all debt or liability from the Merchant to Platform, the Processor or the Payment Schemes, such as, without limitation, unpaid Payment Fees, Chargebacks, Refunds, or other potential debt or liability, including those arising out of or in connection with any Services.
9. Term and Termination
The term of these Payment Terms will begin as per Merchant Acceptance as referred to in Clause 3 hereof and is entered into for an indefinite period until it is terminated (in whole or in part) by either party by giving at least three (3) months’ written notice to the other party.
As stated above, the Processor Terms govern your use of the Payment Services, so the termination of the Payment Terms will not automatically trigger termination of the Processor Terms, but may provide grounds for Processor to terminate the Agreement. All obligations set out therein will only be terminated in accordance with the Processor Terms. Termination of the Processor Terms will cause the Payment Terms to automatically terminate without notice, such as in the event you do not satisfy Processor's ongoing customer due diligence checks as per the Processor Terms.
Termination of this Agreement will not necessarily terminate your Platform Terms, unless Platform determines otherwise.
Clauses 4, 5, 7 and 8 and all provisions giving rise to continuing obligations will survive termination of these Payment Terms.
Platform may amend the Payment Terms by giving two (2) months written notice to you via email (“Change”). You agree that any changes to the Payment Terms will be binding on you one (2) months after the notification is made by Platform. If you elect to not accept the changes to the Payment Terms, you must (a) provide notice to Platform and (b) immediately cease using the Payment Services. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Payment Services you agree that you are consenting to any such changes to the Payment Terms.
You can not assign or attempt to assign the Payment Terms without the express consent of Platform in advance.
Rleationship to Other Agreements
These Payment Terms, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Platform with respect to the provision of the Payment Services. Except as otherwise set out herein, in the event of a conflict between the Payment Terms and any the Platform Terms or Processor Terms or policy, the Payment Terms shall prevail on the subject matter of this Agreement.