Supplemental Terms - Verifone’s APM Platform
These Supplemental Terms (including the supplemental terms for each APM Service) set forth the terms and conditions on which Verifone will provide Merchant access to the Verifone Advanced Payment Method Platform (the “APM Platform”), which performs transaction routing for digital payment transactions initiated in-store on Verifone payment devices, via mobile applications, or via e-commerce websites through one or more payment service providers (each, an “APM Service”). Verifone will settle transactions routed through the APM Platform to a designated merchant bank account (the “Settlement Account”) and provide Merchant access to a hosted portal on which Merchant may review transaction reporting information. These Supplemental Terms also include the terms and conditions that the different Advanced Payment Method service providers (“APM Service Providers”) require merchants to agree to before using their APM Service.
1. DESCRIPTION OF THE APM PLATFORM.
(a) APM Services. The specific APM Services that you may access via the APM Platform will be as specified on an applicable Order Form. The Supported territories set forth in the Order Form are the territories where the relevant APM Service is available. Merchant has the right to use any selected APM Service only in those Supported Territories that are within the Covered Territory. You acknowledge and agree that your rights under these Supplemental Terms are personal to you and you are not authorized to, and will not, market, distribute, sell, assign, pledge, sublicense, lease, deliver or otherwise transfer the APM Platform or provide access to the APM Platform or any APM Service to any third party. You will only use the APM Platform for your own account, for your own business purposes as indicated to Verifone, and will not make use of the APM Platform for performing any commercial or non-commercial services for any other third parties. You will use the APM Platform to accept payments only in connection with your principal business as indicated to Verifone.
(b) Scheme Rules. Merchant’s access to and use of an APM Service is subject to the terms and conditions applicable to such APM Service, as established by the APM Service Provider from time to time. These terms may be disclosed in Supplemental Terms, on Verifone’s website at www.verifone.com/legal, or on the website of the applicable APM Service Provider (collectively, the “Scheme Rules”). Merchant is responsible for reviewing and complying with the Scheme Rules applicable to its use of any APM Service as in effect from time to time.
(c) eCommerce Integration. With respect to the use of the APM Platform with Merchant’s websites and/or mobile applications, Verifone will provide Merchant with documentation and such assistance as Merchant may reasonably request for Merchant to integrate such assets with the APM Platform.
(d) Claims Against APM Service Providers. VERIFONE SHALL HAVE NO LIABILITY TO YOU FOR ANY CLAIMS, LOSSES, OR DAMAGES TO THE EXTENT ARISING OUT OF AN APM SERVICE OR THE ACTIONS OR INACTIONS OF AN APM SERVICE PROVIDER, AND YOU RELEASE VERIFONE FROM ALL SUCH CLAIMS, LOSSES, AND DAMAGES. Should you have a claim or dispute against an APM Service Provider relating to your use of the applicable APM Service pursuant to these Supplemental Terms, you may request that Verifone assist you in escalating such claim or dispute to the APM Service Provider. In such case, you will provide Verifone with such information as is reasonably requested by Verifone with respect to such claim or dispute, and Verifone will cooperate with you in good faith to discuss such claim or dispute with the APM Service Provider.
2. PROCESSING, REPORTING, AND SETTLEMENT OF TRANSACTIONS.
(a) Types of Transactions; Service Fees. Information regarding the types and methods of payment transactions that can be made via an APM Service (each, a “Transaction”) and other terms related to a particular APM Service will be described in the Scheme Rules.
(b) Settlement of Transactions. Within one business day following the receipt of funds from the APM Service Provider, Verifone will (or, if applicable, will instruct the Settlement Provider to) initiate the transfer of the funds due to your Settlement Account. The amount of funds payable to you in satisfaction of Transactions will be the amount of the Transactions processed via the APM Platform less any services fees for the applicable APM Service (the “Service Fees”), refunds, reversals, chargebacks, fines, or other amounts for which you are responsible under the applicable Scheme Rules or otherwise pursuant to these Supplemental Terms. You should contact your banking institution for information regarding the crediting of the Settlement Account and availability of funds. Verifone does not assume responsibility for any errors in the information provided by you with respect to the Settlement Account or delays in crediting the Settlement Account by your banking institution.
(c) Transaction Reporting. Through the APM Platform, Verifone will make available information regarding Transactions, including the amount of the Transactions, Service Fees, and any refunds, reversals, chargebacks, fines, or other adjustments made. You will be able to download and export Transaction reports via the APM Platform. You acknowledge that Verifone’s ability to provide information regarding a Transaction is dependent on Verifone’s receipt of such information from the APM Service Provider.
(d) Authorization. You authorize Verifone (or, if applicable, the Settlement Provider) to credit and/or debit the Settlement Account for purposes of settling all amounts due to either Party under these Supplemental Terms, including to correct any settlements made in error. To allow Verifone to credit or debit the Settlement Account in accordance with these Supplemental Terms, you will provide Verifone with a cancelled check or letter from your financial institution (or other instrument as may reasonably be requested by Verifone, from time to time), and shall take such other steps as may be required by your financial institution, to allow Verifone to so credit or debit the Settlement Account. To the extent the Automated Clearing House (“ACH”) settlement process is used to effect debits or credits to the Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. Notwithstanding anything to the contrary in these Supplemental Terms, this Section shall survive termination or expiration of these Supplemental Terms.
(e) Recovery of Negative Balances. In the event that your balance for Transactions processed via the APM Platform is at any time negative, which you acknowledge may result from refunds, reversals, chargebacks, fines or other amounts for which you are responsible under the applicable Scheme Rules or otherwise pursuant to the terms of these Supplemental Terms, Verifone (or, if applicable, the Settlement Provider) may withhold funds from the settlement of future Transactions to cover such negative balance. Notwithstanding anything to the contrary in these Supplemental Terms, Verifone reserves the right to recover any negative balances from you by (i) debiting the Settlement Account as contemplated by Section 2(d) (Authorization) or (ii) invoicing you for the amount of such negative balance, in which case you shall pay such invoice within five business days. In the event that any negative balance goes unresolved for more than ten business days following Verifone’s request or invoice, Verifone reserves the right to cease providing the APM Platform to you and may pursue any and all legal remedies to collect amounts owed. Verifone may require that you establish a reserve in an amount reasonably determined by Verifone to cover amounts for which you are responsible in connection with your use of the APM Platform. Notwithstanding anything to the contrary in these Supplemental Terms, this Section shall survive termination or expiration of these Supplemental Terms.
(f) Settlement Amounts Subject to Adjustments. These Supplemental Terms constitute a contract whereby Verifone is extending financial accommodations to you within the meaning of Section 365(c) of the United States Bankruptcy Code (Title 11 of the United States Code), as amended from time to time.
(g) Inquiries Regarding Settlement. Any inquiry by you with respect to any settlement shall be made in writing with such information as may be reasonably requested by Verifone. Verifone will assist you in resolving the inquiry as promptly as is commercially practicable given the nature of the inquiry.
(h) Incidental Fees for Fund Transfer. You are responsible for any fees or charges imposed by the beneficiary bank, intermediary banks, or other payment service providers passing or receiving settlement amounts on your behalf. Verifone reserves the right to charge you a per settlement fee in connection with Verifone’s remittance of any settlement amounts to you to cover any bank charges imposed by banks through which Verifone initiates the transfer of such amounts.
(i) Use of Settlement Provider. Depending on the country, state, region, or territory in which transactions processed by the APM Platform are to be settled, settlement of funds may be performed by the APM Service Provider, Verifone, or a third-party settlement provider (a “Settlement Provider”) pursuant to an arrangement between Verifone and the applicable Settlement Provider. Verifone has contracted with International Bank of Chicago, an Illinois state bank (“IBC”) to be the Settlement Provider for purposes of processing and settling Transactions made hereunder in the United States. With respect to your use of APM Services processed and settled in the United States, you acknowledge and agree that:
(i) IBC shall be the Settlement Provider and shall provide you with the processing and settlement services for Transactions accepted by you in the United States, as specified in these Supplemental Terms;
(ii) Verifone is the designated agent of IBC for purposes of the processing and settlement services for Transactions accepted by the Merchant in the United States provided by IBC to you;
(iii) As Settlement Provider, IBC is solely responsible for (A) receiving and handling funds representing Transactions accepted by you in the United States which are received from an APM Service Provider and (B) disbursing funds representing Transactions to your designated account, in accordance with the payment instructions APM Service Provider provides to Verifone, as IBC’s agent;
(iv) Funds received by IBC from an APM Service Provider pending distribution to you (A) will be held in an omnibus account at IBC titled in the name of IBC as custodian for the benefit of all participating merchants (the “FBO Account”); (B) will not earn interest for you or Verifone; and (C) will be held in such a manner as to qualify for Federal Deposit Insurance Corporation (“FDIC”) pass through deposit insurance for your benefit, subject to the limitations, rules and regulations of the FDIC that determine the availability of deposit insurance;
(v) You have no ownership or other interest in funds representing Transactions, or claim to proceeds of sales to its customers, until funds are received in the FBO Account;
(vi) IBC’s liability to you shall be limited solely to the amount of funds received by IBC or its agents from the applicable APM Service Provider(s), and IBC makes no other representations or warranties, including with respect to the handling of payments by APM Service Provider or that APM Service Provider will provide funds for settlement to you in an accurate or timely manner;
(vii) All instructions regarding the processing and settlement services for Transactions accepted by you in the United States must be made by you only to Verifone, as IBC’s agent, and IBC will not accept instructions directly from you; and
(viii) IBC is a third-party beneficiary of the provisions of these Supplemental Terms with respect to the receipt of the amount of any funds representing a Transaction from an APM Service Provider, and processing and settlement of the funds to you as described in these Supplemental Terms.
3. MERCHANT OBLIGATIONS.
(a) Due Diligence Information. You agree to provide Verifone with such information as Verifone may reasonably request to enable you to access the APM Platform and/or an APM Service. Such information includes your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business activities, and certain other information about you that Verifone or the APM Service Provider requires, Verifone may also collect information (including name, birthdate, and government-issues identification number) about your beneficial owners, principals, and/or account administrators.
(b) Merchant Acceptance. Verifone will notify you once your access to the APM Platform and APM Services has been approved. If, following acceptance, Verifone or the APM Service Provider determines that additional information is required for you to continue to have access to the APM Platform or an APM Service, you will provide such additional information to Verifone. You acknowledge that, in the event you decline or otherwise fail to provide such additional information within thirty days of request, your access to the APM Services may be suspended or terminated.
(c) Merchant Locations. You will provide Verifone with a list of those of your locations in the Covered Territory where you desire to access the APM Platform, together with current information for each such location, including address, telephone number, and point of contact. You will notify Verifone of any changes to your locations and related information prior to or promptly following the occurrence of such change.
(d) Compliance with Law. You will comply with all Applicable Laws in connection with your use of the APM Platform and APM Services, including laws relating to export controls, anti-money laundering, anti-fraud, anti-bribery, anti-corruption, sanctions, and any laws applicable to your operation of your business (such as the Americans with Disabilities act and FACTA). You will cooperate with Verifone, in good faith, in support of and compliance with Applicable Law related to the APM Platform and any policies or procedures of Verifone or an APM Service Provider. You acknowledge and agree that, in accordance with Verifone’s policies and procedures relating to the APM Platform, Verifone may impose reasonable limitations and controls on your ability to utilize the APM Platform or an APM Service, including but not limited to rejecting Transactions, or suspending/restricting access to the APM Platform or an APM Service with respect to certain or all Transactions or customers and prospective customers of Merchant. Additionally, Merchant acknowledges and agrees that Verifone may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under anti-money laundering laws, rules and regulations, report suspicious transactions to the relevant authorities without informing you. For purposes of these Supplemental Terms, “Applicable Law” means any law, regulation, rule, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or to which the Party is otherwise subject.
(e) Government Inquiries. You will cooperate with any and all governmental or regulatory authorities in connection with any audits, inquiries, examinations or supervisory reviews relating to Merchant’s use of the APM Platform and/or APM Services, whether formal or informal, by such governmental or regulatory authorities. Upon request by Verifone, Merchant shall provide Verifone with such documentation as Verifone may reasonably request to assure compliance with Applicable Law and the terms thereof.
(f) Chargebacks; Transaction Evidence. In the event a customer who made a payment using the APM Platform claims that all or a part of a Transaction was fraudulent or unauthorized, or if a Transaction is otherwise subject to chargeback or reversal under the applicable Scheme Rules or Applicable Law (“Chargebacks”), you agree to provide Verifone, within three business days of Verifone’s request, with such evidence of the Transaction as is reasonably available, including product names, prices, and other relevant proof that the good or service has been properly delivered or rendered, including, without limitation, video footage (e.g., CCTV), receipt, and name and contact information of the customer who made the Transaction (“Transaction Evidence”). In the event the number of Chargebacks during a particular month is excessive, as reasonably determined by Verifone, Verifone may require you to take such steps as are reasonably necessary to reduce the likelihood of future Chargebacks and reserves the right to suspend (temporarily or permanently) Merchant’s access to the APM Platform.
(g) Recordkeeping. Merchant will maintain a record of all Transaction Evidence for five years after the completion of the underlying Transaction.
(h) True and Accurate of Information. You will ensure that all information provided to Verifone, including Transaction Evidence, is true, accurate and complete. You will promptly inform Verifone of any action or event of which it becomes aware that has the effect of making inaccurate, any of information previously provided to Verifone hereunder.
(i) Condition of Devices. You must keep your payment device and any other hardware or software used by you to access the APM Platform in good operational condition.
(j) No Restrictions on Users. You may not restrict users from using an APM Service as a payment method at checkout at any supported sales channel, including but not limited to requiring a minimum or maximum purchase amount, and you will not directly or indirectly impose additional fees, costs or charges on the users (e.g., by adding such fees, costs, or charges to what you would charge a customer for the relevant transaction in the normal course of business).
(k) Merchant’s Goods and Services. You are solely liable for any complaints by your customers regarding your goods and/or services. In the event that Verifone or an APM Service Provider becomes aware of complaints by a customer, you will work in good faith with them to resolve such complaint.
(l) Indemnity. You shall defend, indemnify, and hold Verifone and its affiliates and each of their directors, officers, employees, and agents harmless from and against all costs, expenses, damages, claims, charges, penalties, fines and other losses imposed by an APM Service Provider that result from your acts or omissions with respect to an APM Service, including any fines imposed or other amounts charged by an APM Service Provider in respect of chargebacks or other disputes, which the APM Service Providers may impose regardless of the outcome of any review or adjudication of such disputes.
4. FEES.
(a) Fees. The Service Fees for each APM Service will be as set forth on the Order Form. Verifone reserves the right to adjust the Service Fees (i) following any minimum Service term set forth in the applicable Order Form and (ii) if an APM Service Provider imposes increased fees on Verifone. Except to the extent expressly provided otherwise with respect to an APM Service, Service Fees are non-refundable, including in the event a Transaction is refunded or otherwise reversed. You acknowledge and agree that Verifone may be required to disclose the Service Fees (whether chargeable, charged, or actually collected) to the APM Service Provider from time to time and that such disclosure shall not be considered a breach of these Supplemental Terms, any confidentiality provision set forth herein, or any other confidentiality agreement between you and Verifone.
(b) Merchant Tax Obligations. You agree that you are responsible for paying any and all taxes imposed on your products and services. To the extent such taxes are paid by your end customers, such taxes shall be included in, and treated as part of, the amount of any payment processed under these Supplemental Terms. You also agree to pay any and all taxes imposed on the ownership, possession, or use of equipment or systems used by you to access the APM Platform. Verifone shall be responsible for all taxes on its income.
5. TERMINATION; SURVIVAL.
(a) Termination by Verifone. Verifone may terminate or suspend your access to the APM Platform and/or APM Service(s) (i) upon thirty days’ written notice if you breach these Supplemental Terms and such breach is not cured within such 30-day period, (ii) if Verifone’s right to offer an APM Service terminates or is suspended by the applicable APM Service Provider, (iii) if Verifone’s ability to settle Transactions through its designated Settlement Provider is terminated or suspended, (iv) if Verifone determines to cease offering the APM Platform or an applicable APM Service to its customers, (v) if Verifone determines that the level of fraud, chargebacks, or unauthorized payments made via the APM Platform is excessive or presents undue risk to Verifone or the APM Service Provider; or (vi) on ninety days' prior written notice; or (vii) if Verifone determines that legal or regulatory considerations warrant such termination or suspension.
(b) Termination for Convenience. You may elect at any time to cease using a particular APM Service by providing thirty days' advance written notice to Verifone. Following any such notice, Verifone will cooperate with you to disable the APM Platform and/or APM Service(s), as applicable, as promptly as is commercially practicable. You acknowledge that reinstatement of any APM Service, once disabled, will be subject to Verifone and the APM Service Provider’s approval.
(c) Effect of Termination; Survival. Any provision of these Supplemental Terms which contemplates performance or observance subsequent to termination or expiration of these Supplemental Terms, including any provisions relating to confidentiality indemnity obligations, limitations of liability, governing law and venue, and any provisions necessary for their interpretation, will survive termination or expiration of these Supplemental Terms.
6. MISCELLANEOUS.
(a) Marketing; Use of Marks. Except as may otherwise be provided in the applicable Scheme Rules, you are not authorized to use the trademarks, service trademarks, trade dress, logos, trade names and corporate names and other source indicators and registrations and applications for registration and foreign counterparts thereof, and the goodwill of the business symbolized thereby (“Trademarks”) of any APM Service Provider. To the extent that an APM Service Provider authorizes you to use its Trademarks, you agree that you shall only use such Trademarks in accordance with the guidelines and other terms provided by the APM Service Provider. You shall not use any Trademarks in a manner that does or would disparage, dilute or tarnish the reputation or goodwill of the APM Service Provider or their association with such Trademarks. You shall be solely responsible for any breach of this Section and agree to defend, indemnify, and hold Verifone harmless from any damages, losses, and liabilities asserted against it by a third party (including an APM Service Provider) resulting from any such breach.
(d) Press Releases. You will not issue any press release or make any public announcement pertaining to any APM Service without the prior written consent of the applicable APM Service Provider.
(e) Confidentiality. You shall keep all Confidential Information of any APM Service Provider confidential in accordance with the terms of these Supplemental Terms.
