General Terms
and Conditions
Card Acceptance - General details
Article 1
Definitions
Account ContractThe contract entered into between PaySquare, the Foundation and your Company, including the General Terms and Conditions and Product Characteristics for Acceptance, and any additional terms and conditions, which together form a coherent whole. The Account Contract contains the terms and conditions under which PaySquare provides services to your Company in order to enable the latter to accept Transactions.
Authorisation
The process by which PaySquare (on behalf of the card-issuing institutions) grants your Company permission to charge a Bank Card for the intended Transaction.
Explanatory note
The process of Authorisation merely involves establishing whether, at the time of offering, the Bank Card has been registered by the card-issuing institution as lost, expired and/or having insufficient credit for the intended Trans-action.
Bank Card
A Debit Card or Credit Card. Card Data
Any data that is contained on the Bank Card, magnetic strip or chip and that is of a personal nature.
Cardholder
The natural person (individual) holding a Bank Card, who is authorised to effect payments using a Bank Card and whose signature is displayed on the back of the Bank Card.
Card Schemes
The international institutions, such as MasterCard, Visa, Disicover, Diners Club, JCB and UnionPay, with which PaySquare has signed a licence agreement in order to facilitate and/or process Transactions for these brands. Chargeback
The rejection of a Transaction by a Cardholder or the card- issuing institution.
Credit Card
Any card identifiable by the official MasterCard, Visa, Discover, Diners Club, JCB or UnionPay logo that corresponds to the characteristics communicated by PaySquare, which the Cardholder can use to effect payments. Debit Card
Any card identifiable by the official Maestro or V PAY logo and corresponding to the characteristics communicated by PaySquare, which the Cardholder can use to effect payments.
E-commerce
Remote Transaction conducted exclusively through your Company’s online cash register.
Floor Limit
An amount in excess of which your Company must apply for Authorisation and the corresponding code prior to the effectuation of a Transaction.
Foundation
The Foundation ‘Stichting Third Party Fund PaySquare’, having its registered office at Eendrachtlaan 315, 3526 LB Utrecht, registered in the Commercial Register of the Chamber of Commerce in Utrecht under number 55499023.
General Terms and Conditions
PaySquare’s General Terms and Conditions for Card Acceptance.
MO/TO
Remote Transaction conducted exclusively through the MO/TO application and whereby Card Data is obtained exclusively by telephone, letter post or fax.
PaySquare
PaySquare SE, with its registered office at Eendrachtlaan 315, 3526 LB Utrecht, the Netherlands, listed in the Commercial Register of the Utrecht Chamber of Commerce (number: 30196418).
PCI-DSS
A security standard established by the Card Schemes for the purpose of protecting the Card Data from misuse by unauthorised persons. This standard contains instructions for the storage and processing of Card Data.
PIN number
A number linked to the Bank Card. POS terminal
Electronic equipment with corresponding specific soft-ware or hardsoft-ware designed to accept Transactions at a Point of Sale, i.e.:
Online process
The Transaction data is transmitted for processing to PaySquare by the POS Terminal immediately upon completion of the transaction.
Offline (semi-online) process
The Transaction data is stored in the POS Terminal and the stored Transactions are periodically transmitted to PaySquare for processing.
Imprinter
A device provided by PaySquare to your Company that can be used at a sales outlet (‘Point of Sale’) in order to make a manual imprint on the Transaction Slip of the embossed data displayed on the front of the Bank Card. Point of Sale (POS)
The physical sales point of a your Company, where the Bank Card is accepted solely through a POS Terminal or an Imprinter.
Remote Transaction
Transaction whereby your Company and the Cardholder are not physically present at the same time.
Service Provider
A third party engaged by your Company that provides services related to E-Commerce and/or MO/TO. Transaction
Payment by the Cardholder to your Company using the data of a Bank Card for the delivery of goods and/or services by your Company to a Cardholder.
Transaction Slip
The document on which the Transaction data is displayed that has been electronically recorded by means of a POS Terminal or manually through the use of an Imprinter. Transaction Data
Any recording of the data of a Transaction as well as data related to the Bank Card, Cardholder and your Company. Your Company
The natural person, legal entity or company that provides its own goods and/or services and with which PaySquare has entered into a Account Contract in order to accept Transactions as payment for these goods or services.
Article 2
Obligation to Provide Information
2.1 Your Company warrants that any data relevant to
the Account Contract, as provided to or by your Company, provides an accurate and truthful picture of your Company’s business.
Immediately upon PaySquare’s written request, your Company will provide the information or additional information requested by PaySquare.
2.2 Your Company will inform PaySquare in writing and
at least 2 weeks prior to the commencement date regarding any change related to your Company’s business that affects or may affect the performance of the Account Contract. This applies in any event to the following situations:
a Alienation, pledging or any other form of transfer
of control of the business or a portion of the business; a change in control of the business or a
change in the ultimate economic beneficiary or beneficiaries of the business;
b Division or discontinuation of the business or a
portion of the business;
c Any change (including, but not limited to, relocation,
closure and expansion) of the previously provided sales outlets and sales channels;
d A change in the Company’s activities, or a portion
of these activities, including changes in the goods or services to be provided;
e A change in the payment account registered
with PaySquare;
f A change in the description as included in the
Commercial Register of the Chamber of Commerce and/or as indicated upon application or in the quote for a Account Contract;
g A change in the equipment or POS Terminal used
by your Company (including, but not limited to, an extension, replacement, deactivation of or change in the software used).
2.3 PaySquare processes the data provided by your
Company in its internal information systems, for information regarding closure, security and fraud investigations. On this basis, information can also be provided to Card Schemes, or members thereof, and to security and investigation agencies. Additional information regarding the processing will be provided upon written request (and there-fore not via e-mail).
Article 3
Acceptance of Bank Cards -
General Details
3.1 Notwithstanding the exceptions applicable pursuant
to the Account Contract, your Company will accept as a means of payment any valid Bank Card offered for which a Account Contract has been entered into.
3.2 Your Company will comply with all regulations
provided by PaySquare with respect to the accept-ance of the Bank Card; this obligation also extends to the nature and type of the goods or services to be purchased with the Bank Card. PaySquare is entitled to modify the regulations and instructions for acceptance at any time. Such modification will take effect within a period of 14 days following notification, unless PaySquare is compelled to apply a shorter period. In the latter case, Pay Square will attempt to take into account your Company’s interests as much as possible.
3.3 If your Company imposes charges for Transactions effected with a Bank Card, your Company is required
to clearly inform the Cardholder of these charges prior to effectuation of the Transaction. These charges will be in reasonable proportion to your Company’s charges for the Transaction in question.
3.4 Your Company accepts Bank Cards solely for the
purpose of actual Transactions. Your Company accepts Bank Cards solely for the purpose of actual Trans- actions, and only offers Transactions for processing resulting from its own business operations. It is prohibited to accept Bank Cards on behalf of third parties.
3.5 The request for Authorisations and the delivery of
Transactions occur exclusively in the manner and according to the specifications provided by PaySquare.
3.6 It is prohibited to split a transaction into multiple
Transactions; likewise, it is prohibited to split a Transaction in order to evade the obligation to obtain Authorisation.
3.7 Your Company will not provide any goods or services
that may damage the reputation of PaySquare of the Card Schemes (to be assessed at the sole discretion of PaySquare or the Card Schemes), nor will your Company facilitate Transactions for goods or services that are prohibited by law for your Company or the Cardholder or that are subject to limiting conditions.
Article 4
Settlement with PaySquare
4.1 The Transaction Data shall have been received by
PaySquare within 7 working days following the Transaction date; Transaction Data received by PaySquare following the end of a working day shall be received the following working day. Notwith-standing the provisions of Article 4.4, it is not possible to recall Transaction Data once they have been delivered to PaySquare. A ‘working day’ ends at 6.00 p.m. Amsterdam time.
PaySquare will deposit the amount corresponding to the Transaction into the current account admin-istered by PaySquare in your Company’s name within the applicable statutory period.
PaySquare is entitled to refuse to process the Transaction Data in the event of one or more of the circumstances specified in Article 4.6. Unless other-wise provided by law, PaySquare will inform your Company of this as soon as possible. PaySquare will be entitled to do this by letter, e-mail or telephone, at its discretion.
4.2 In accordance with the period agreed in the
Account Contract and following the full and correct receipt of the Transaction Data by PaySquare, the Foundation will pay the corresponding amount less the agreed commission and any other amounts payable to PaySquare by transferring it to the out-standing balance in the current account in the payment account provided by your Company and held by an institution approved by PaySquare. Payment to your Company will be effected in accordance with the statutory conditions, with both the payer and the beneficiary being liable to pay their portion of the bank charges, unless otherwise agreed in writing with PaySquare.
By entering into the Account Contract, your Company’s rights of action against the Cardholder and/or the card-issuing institution in relation to the Transactions will be transferred to PaySquare in advance.
4.3 Your Company can view the settlement of the
Transactions online at any time through your Company Data Online (‘MDO’) and Your Company Services Online (‘MSO’) systems provided by PaySquare.
PaySquare will not provide your Company with a printed statement account; through MDO and MSO, your Company can print the data registered in these systems at any time.
The user name and password provided to your Company by PaySquare are solely to be used by an authorised person at your Company’s business and are strictly for personal use. The user name and password will accordingly be treated with care, in order to ensure that unauthorised persons cannot gain access to this data. The user name and pass-word are likewise not transferable to third parties. In the case of suspicion of theft or misuse, your Company will immediately contact PaySquare. PaySquare is not liable for the non-availability of MDO or MSO.
Your Company will check the settlement of Trans-actions, any setoffs and other amounts charged by PaySquare for accuracy and completeness as soon as possible. Your Company’s right to submit a complaint regarding or make a claim related to the non-payment or incomplete payment of
actions will expire after 6 months, calculated from the date on which the Transaction was effected or the date on which the amount was charged.
4.4 If your Company decides to repay all or part of a
Transaction to the Cardholder after the Transaction Data has been transmitted to PaySquare via the POS Terminal or by means of a Transaction Slip, your Company will generate a refund on the Terminal or use a Credit Transaction Slip.
When processing the Credit Transaction, the commission calculated and the amount paid by PaySquare will be deducted from other amounts payable to your Company. If deduction cannot be completed, your Company will pay the amount payable to the Foundation at that time in accord-ance with Article 4.7.
4.5 Amounts which are payable periodically, such as
registration fees, may be charged by PaySquare to your Company in advance or will be deducted from amounts payable to your Company by PaySquare. Amounts paid in advance will not be refunded by PaySquare.
4.6 PaySquare will be entitled to suspend the payment
referred to in 4.2 in whole or in part in the event that:
a the Account Contract, General Terms and Conditions
and/or regulations are not being complied with or have not been complied with, or if PaySquare has a reasonable suspicion of non-compliance;
b PaySquare has a reasonable suspicion that your
Company will not be able to pay amounts owed for any reason whatsoever;
c there has been misuse of, or there is a suspicion of
misuse of, the data of Bank Cards or Cardholders;
d a Card Scheme has imposed a fine on PaySquare
in relation to actions or neglect on the part of your Company or if there is a situation in which a Card Scheme may have the intention to impose a fine;
e one or more of the obligations specified in Article
2.2 has not been complied with;
f your Company has been declared bankrupt or has
filed for bankruptcy or applied for suspension of payment;
g PaySquare has received a disproportionate number
of complaints from Cardholders, either through the Card Scheme(s) or otherwise;
h the number of Chargebacks is disproportionate to
the number of Transactions;
i the amount of the Chargebacks is disproportionate
to the turnover as a whole;
j the number of fraudulent Transactions, or
Trans-actions whose fraudulence can reasonably be suspected, is disproportionate;
k the amount of the fraudulent Transactions is
disproportionate to the turnover as a whole. In order to ensure payment of its possible claim against your Company, PaySquare will be entitled to build and maintain a buffer in the Foundation’s bank account(s) until it is clear what the loss entails (including investigation costs and other costs and charges, as well as fines to be imposed by the Card Schemes), and to deduct this loss from the buffer. Following termination of the Account Contract, PaySquare and the Foundation will be entitled to maintain the buffer and to set it off against claims against your Company until the period for the submission of Chargebacks or the imposition of fines by the Card Schemes has expired.The amount of the buffer maintained by PaySquare will not exceed the amount that can reasonably be expected as loss at the time the buffer was formed. No interest will be payable on the amount accrued in the buffer.
4.7 Your Company will pay in full any amounts owed to
PaySquare resulting from the current account ratio or otherwise to PaySquare within 7 days after they have been charged. If your Company fails to make the payment(s), or fails to make it/them in full or in a timely manner, it will be in default without further notice of default and until the date of full payment it will be liable to pay the statutory commercial interest payable in accordance with the provisions contained in Section 119a of Book 6 of the Dutch Civil Code, in addition to the expenses incurred by PaySquare in respect of payment of the amount owed.
Article 5
Complaints from Cardholders
5.1 PaySquare is not a party to the agreement regarding the purchase/delivery of goods or services between your Company and a Cardholder, nor is it liable for any loss whatsoever resulting from the agreement of sale or agreement of delivery signed between your Company and the Cardholder. Your Company will handle complaints related to goods or services
delivered directly with the Cardholder and without the intervention of PaySquare.
5.2 A Cardholder or the institution that has issued the
Bank Card to the Cardholder can also dispute a Transaction by means of a Chargeback. If the Card-holder or the institution submits a Chargeback, PaySquare will receive notification, after which your Company will receive notification from PaySquare regarding the Chargeback.
5.3 PaySquare is not a party between your Company
and the Cardholder or institution with respect to a Chargeback submitted or the accuracy thereof. A Chargeback constitutes full evidence between your Company and PaySquare that the authorised Cardholder has contested the Transaction in the appropriate manner.
5.4 Your Company will bear the risk if the Transaction is
not completed by the authorised Cardholder or if the goods and/or services have not been delivered to the authorised Cardholder and if, for this and/or other reasons, the authorised Cardholder submits a Chargeback.
Your Company will bear the risk of a Chargeback at the expense of your Company. This may also occur if your Company has been granted Authorisation for a Transaction. Your Company will be liable to pay the Chargeback amount from the date of notification by PaySquare.
5.5 Your Company will deliver the required data upon
written request by PaySquare within 16 calendar days and in the manner specified by PaySquare.
5.6 The Transaction Data requested by PaySquare can
be used by the latter to refute a Chargeback. PaySquare has no further control over the outcome of the procedure and an appeal is not possible. Consequently, the outcome is binding for your Company and PaySquare. Your Company will be informed of the outcome by PaySquare. A Chargeback will be processed by PaySquare pursuant to the licence agreement with a Card Scheme, and PaySquare will consequently not act as your Company’s agent or authorised representative. PaySquare may set off the amounts in accordance with the decision.
5.7 PaySquare is authorised to temporarily not inform
your Company if this is necessary for the purpose of fraud prevention and/or fraud detection or in order to secure or protect third-party interests.
Article 6
Settlement
Transaction settlement
6.1 PaySquare can at any time, on an unlimited basis
and without any restriction of time, set off amounts against your Company, in the event that:
a the Account Contract is not complied with and if,
on that ground, PaySquare has a claim against your Company or PaySquare is faced with the threat of loss;
b the Transaction Slip has been filled in incorrectly,
illegibly, incompletely or not at all by the authorised Cardholder;
c the Transaction Data has been submitted too
late;
d a Chargeback has been decided against your
Company;
e your Company has failed to comply with a request
pursuant to Article 5.5 or has failed to do so in a timely manner;
f the goods have been returned or shipped back; g the Floor Limit has been exceeded and/or Authorisation has not been granted for the
Trans-action;
h there is reasonable suspicion or it has been
established that Transactions are related to fraud or are otherwise in contravention of the law.
Article 7
Liability
7.1 In the event that PaySquare is in default of its
obligations to your Company, the former will be liable for:
a the loss directly resulting from attributable failure
by PaySquare, without any additional cause. In the event of non-payment or late payment of a Transaction, the correction of the loss consists of adjusting the payment and paying the statutory interest in accordance with Section 119 of Book 6 of the Dutch Civil Code. Liability for any other loss or consequential loss, including, but not limited to, loss of revenue, losses suffered, and loss of profit, is excluded;
b expenses incurred to prevent or reduce loss, to
the extent that your Company has demonstrated that such losses were incurred reasonably and have resulted in a reduction of loss as specified under a.
PaySquare’s liability, on any basis whatsoever, is furthermore limited to the maximum amount of EUR 50,000.00 per event, including a series of relat-ed events, and will not excerelat-ed twice this payment per year.
7.2 To the extent not already provided by law, PaySquare is in any event not liable if the failure is the result of:
a international conflicts b violent or armed actions
c measures imposed by a regulatory authority and/
or a Card Scheme
d measures imposed by any domestic, foreign or
international government
e industrial action at third parties or among the
Company’s own staff
f boycotts
g electric power failures or breakdowns in data
communications or in the hardware or software belonging to PaySquare or any third party.
7.3 In the event of one of the circumstances referred to
in Article 7.2, PaySquare – in order to reduce the resulting loss suffered by your Company – will take the measures that can reasonably be required of it.
7.4 Your Company is liable for any loss suffered by
PaySquare as a result of any failure by your Company to comply with its obligations under the Account Contract with PaySquare. This loss will be calculated and claimed pursuant to 4.7.
7.5 Any financial loss resulting from the use of
counter-feit Bank Cards or the misuse of Bank Card data will be deemed to be the result of attributable failure or negligence on the part of your Company if such use or misuse is the result of failure to comply with your Company’s duty of confidentiality or is the result of failure to comply with your Company’s security obligation with respect to the storage, hardware, software, systems or data communications used by the business to process Transaction Data.
7.6 The cost of the investigation and other costs and
expenses related to misuse or a suspicion of misuse, as specified in Article 8.11 of the General Terms and Conditions, will be borne entirely by your Company. Your Company will pay in full any fines and other charges resulting from non-compliance or incorrect or incomplete compliance with the obligations, regulations, orders or instructions provided by PaySquare or resulting from any other action of negligence by your Company. Fines imposed on PaySquare by the Card Schemes in relation to your Company’s business will also be borne entirely by your Company. These fines may be substantial, will be paid unilaterally by the Card Schemes, and are not subject to appeal.
7.7 The Foundation will not be liable to your Company
for any acts or omissions of PaySquare. The Foun-dation’s responsibility to your Company is limited to ensuring the payment of moneys to which your Company is entitled under the Account Contract with PaySquare if the Foundation has actually received moneys to be paid to your Company.
Article 8
Confidentiality and security
Confidentiality
8.1 Your Company will keep confidential any Transaction Data and/or Card/Data to which it gains access. This duty of confidentiality will continue in full following the expiry of the Account Contract.
8.2 Your Company will agree the same confidentiality
with its members of staff and/or any third parties engaged by your Company that can effectively gain access to Transaction Data, and will make all reasonable effort to ensure compliance with this confidentiality.
8.3 If and to the extent that there is a binding statutory
obligation to provide Transaction Data to a competent authority, the provisions contained in Article 8.1 will not apply to the Transaction Data claimed. Your Company will notify PaySquare immediately following receipt of a claim by an authority.
Outsourcing
8.4 Your Company is prohibited from outsourcing the
storage or processing of Transaction Data to third parties other than those approved by PaySquare. If
your Company wishes to engage the services of a third party, it will notify PaySquare of this in advance in writing.
PaySquare is not a party to any agreement(s) signed between your Company and a third party. In the third-party agreement, your Company will, for its own benefit and that of PaySquare, stipulate that the third party comply with the obligations resulting for your Company from the Account Contract.
Security
8.5 Your Company will secure against unauthorised
access the POS terminal, Imprinter, other hardware, software and the systems, including data communications used by the business to process Transaction Data.
The Card Schemes are engaged in the development of systems to control and prevent misuse of the payment systems. These systems, in turn, are designed to secure data traffic and to establish the authenticity of the Cardholder and/or his/her account. PaySquare will inform your Company on, and support it as much as possible in, the implementation of these systems. PaySquare may provide additional instructions and/or impose additional terms and conditions with respect to these systems, which may affect your Company’s liability for loss resulting from misuse.
Prohibition to store data
8.6 Notwithstanding the other provisions contained in
the General Terms and Conditions, your Company is strictly prohibited from storing or copying the expiry date, the number on the front of the Credit Card and/or the CVC2/CVV2-code, or to record them in any manner and at any time whatsoever. This prohibition applies to all forms of acceptance.
Electronic storage
8.7 If and to the extent that PaySquare has given your
Company prior written consent to store Card Data electronically, your Company will only store such data in accordance with the PCI DSS regulations; storage in any form whatsoever of the CVC2/CVV2 code will remain prohibited.
Furthermore, at the request of PaySquare, your Company will provide PaySquare with a completed Self-Assessment Questionnaire every 12 months or ensure that an onsite audit is conducted by a certi-fied party and to provide [the results of the audit] to PaySquare, as well as ensure that a network scan is performed by a certified party at least once per quarter.
The results of the network scan or the onsite audit will be sent to PaySquare immediately on request. In addition, the results of these documents must be satisfactory to PaySquare or the Card Schemes. Your Company and any third party will immediately take appropriate measures at their own expense in the event of detection of flaws in systems or in the security policy. Compliance with the PCI DSS regulations does not constitute indemnification or a guarantee and will not affect your Company’s liability. Your Company will not keep the Card Data accessible any longer than is strictly necessary. Your Company will destroy the Card Data as soon as storage is no longer necessary.
Transaction Slips
8.8 During the 15 months following the date on which
the Transaction was completed, PaySquare may request your Company for all Transaction Data, including a copy of the Transaction Slip. Transaction Slips shall be retained such that un-authorised persons cannot gain access to the Transaction Data displayed on the Transaction Slips. Your Company is required at all times to render illegible the middle series of digits of the number displayed on the front of the Credit Card. However, your Company is prohibited at all times from storing, copying or recording the CVC2/CVV2 code in any manner whatsoever.
Duty to inspect and report
8.9 PaySquare, or the third party designated by
PaySquare, is entitled to process, inspect and examine the hardware, software and systems, including data communications used by your Company to process Transaction Data, as well as to provide instructions related to the security of such hardware, software, systems and data communica-tions used to process Transaction Data, and to copy the relevant files.
If your Company has engaged a third party, your Company will warrant to PaySquare that such third party will cooperate fully with PaySquare.
8.10 Your Company will notify PaySquare immediately
and will comply in full with PaySquare’s instructions if your Company knows or suspects that the Trans-action Data is/has been accessible to third parties or is being/may be misused by third parties. Your Company will immediately provide PaySquare, both of its own accord and at PaySquare’s request, with all data (including Transaction Data) in support of the disclosure or suspicion.
8.11 Your Company will fully cooperate with the
investi-gation and comply in full with all instructions related to such an investigation in the event that your Company and/or PaySquare suspects that, or has noted that, parties at your Company’s business have used counterfeit, forged or stolen Transaction Data, or in the case of compromised data or other fraudulent acts and/or Transactions. PaySquare is entitled to share the results of the investigation with third parties, including the Card Schemes.
Prohibition to influence
investigations
8.12 Your Company is prohibited from performing or
neglecting any actions that may damage the con-duction of any investigation or that may negatively affect the outcome of such an investigation, with-out the express prior written consent or instruction of PaySquare. ‘Acts’ include, but are not limited to, the switching off of hardware or deletion of files.
Article 9
Term of the Connection
Agreement and (temporary)
interruption of the processing of
Transactions
Term of the Account Contract
9.1 The Account Contract will enter into force as soon
as the application has been accepted by PaySquare and will be entered into for an indefinite term, unless a different term has been agreed in writing.
9.2 Your Company is entitled to terminate the Account
Contract with immediate effect and without giving reasons, unless a different term has been agreed in writing.
PaySquare is entitled to terminate the Account Contract in writing either in whole or in part without the need for notice of default or other action on the basis of compelling reasons, with immediate effect, without judicial intervention and without being liable to pay any compensation. For PaySquare, ‘compelling reasons’ include at least the following:
a Non-compliance with one or more of the obligations specified in Article 2.2;
b Your Company has been declared bankrupt or has
filed for bankruptcy or applied for suspension of payment;
c Your Company is acting in contravention of these
General Terms and Conditions and/or any other of your Company’s obligations;
d Your Company provides goods or services that
PaySquare and/or the Card Scheme(s) believe(s) are, or could potentially be, in contravention of the acceptance policy of PaySquare and/or the Card Scheme(s);
e Your Company’s communications or activities can
be associated with illegal activities or activities that damage, or could potentially damage, the Card Scheme(s), to be assessed at the sole discretion of PaySquare and/or the Card Scheme(s);
f PaySquare has received a disproportionate number of complaints from Cardholders, either
through the Card Scheme(s) or otherwise;
g the number of Chargebacks is disproportionate to
the number of Transactions;
h the number of fraudulent Transactions, or
Trans-actions whose fraudulence can reasonably be suspected, is disproportionate;
i the amount of the Chargebacks is disproportionate
to the turnover as a whole;
j Continuation would be in contravention of a
statutory provision.
9.3 In all other cases, PaySquare is entitled to terminate the Account Contract without giving reasons and subject to one month’s notice.
Temporary) interruption of the
processing of the Transactions
9.4 PaySquare is entitled to suspend and/or cancel,
temporarily or otherwise, the authorisation or facility to complete Transactions without notice of default or any further action and with immediate effect without being liable to pay any compensation to your Company or a third party if PaySquare knows
or suspects that your Company or the third party which it has engaged and which has been approved by PaySquare is not complying with one or more of its obligations under the Account Contract. PaySquare will immediately inform your Company of the reason for the suspension or termination, unless this cannot be required of PaySquare in the circumstances provided. PaySquare is entitled to impose conditions on the termination of the suspension or interruption.
9.5 Following expiry of the Account Contract, the
obligations that will inherently continue will remain in force, including, but not limited to, those related to previously completed Transactions, Chargebacks, confidentiality, the obligation to retain, the obligation to provide information, disputes and applicable law.
Article 10
Amendment of the Terms and
Conditions
Amendments
10.1 PaySquare reserves the right to amend and/or
supplement these General Terms and Conditions, and will inform your Company of this in writing.
10.2 The amendments and/or additions will become
binding to your Company 2 weeks following notifi-cation. Contrary to the provisions of Article 9, your Company is entitled to terminate the Account Contract in writing with effect from the effective date of the amendments and/or additions.
Article 11
Complaints procedure, applicable
law and competent court
11.1 The Account Contract will be governed exclusively
by Dutch law.
11.2 PaySquare has a complaints procedure. This
proce-dure will be sent free of charge upon request, and is also available on PaySquare’s website.
11.3 Notwithstanding your Company’s authority pursuant
to Article 11.2 of the General Terms and Conditions, any dispute related to the formation, interpretation or performance of the Account Contract will be submitted to the competent Dutch court. If no competent Dutch court is designated by law, disputes will, in the first instance, be submitted to the Utrecht District Court.
Article 12
Publicity
12.1 PaySquare will provide your Company with free
promotional materials that will inform the Card-holder that a Bank Card is accepted. These materials are available from, and can be ordered from, the PaySquare website (www.paysquare.nl/en/promo-tionalmaterial).
Through its website, PaySquare will provide your Company with information regarding the accept-ance of Bank Cards, fraud prevention and the Product Characteristics for Acceptance. To this end, your Company will consult the PaySquare website at least once per month.
12.2 PaySquare is entitled to disclose that it has entered
into a Account Contract with your Company.
12.3 Your Company will clearly and visibly affix the official
logos and names of the Bank Cards accepted by your Company, in accordance with the instructions provided by PaySquare. This also applies to the inclusion of these logos on your Company’s websites.
12.4 Your Company will remove any reference to the
official logos and names of the Bank Cards immedi-ately following expiry of the Account Contract, as well as removing the PaySquare word mark and figurative mark.
Article13
Miscellaneous - Concluding
Provisions
13.1 Correspondence addressed to PaySquare must be
in Dutch or English. In the event of conflicts or ambiguities in the interpretation of the Account Contract, other documents, any additional Terms of Conditions, or correspondence, the Dutch version will take precedence over the translation.
13.2 In the event of conflicts between the Account
Contract, the General Terms and Conditions, other documents and any additional Terms and Conditions, the latter will prevail, followed by the other documents, with the provisions containing binding regulations always ranking the highest.
13.3 In the event that a provision contained in the
Account Contract is null and void or voidable, the Account Contract will remain in full force and effect, and the provision in question will be replaced by a provision whose purpose and meaning match that of the null and void or voidable provision as much as possible.
13.4 At the request of your Company, PaySquare will
send your Company a copy of the Account Contract free of charge.
13.5 These General Terms and Conditions are contrary to
sections 516, 517, 518, 520, 534 and 545 of Book 7 of the Dutch Civil Code.
13.6 PaySquare has a licence from the Dutch Central
Bank (DNB) and is registered with the Authority for the Financial Markets (AFM) in the Netherlands (registration number: 12014217).
Card acceptance - specific
conditions for each form of
acceptance
Article A
Point of Sale (POS) - physical sales
outlet
A.1 PaySquare will assign your Company one or several
account numbers. Your Company is required to verify that the numbers displayed on the identification plate on the Imprinter and/or the initialised number inside the POS Terminal match the account numbers allocated by PaySquare. Any discrepancy will immediately be reported to PaySquare by your Company, which will then terminate the acceptance of Bank Cards.
A.2 Your Company will return the Bank Card to the
Cardholder immediately following a Transaction, unless your Company is in doubt or should be in doubt as to the validity of the Bank Card provided and/or the person providing it. In such an event, your Company will immediately contact PaySquare prior to returning the Card. Your Company will comply with the instructions provided by PaySquare and, upon request, will collect the Bank Card, unless this cannot reasonably be required of your Company given the circumstances.
A.3 The Bank Card may never be accepted if: a the expiry date displayed on the Bank Card has
passed;
b the Bank Card has been declared invalid and this
has been disclosed to your Company;
c authorisation for a Transaction has not been
obtained or has been rejected by PaySquare;
d the number displayed on the front, the Cardholder’s
name, the expiry date, the signature, the EMV chip or any other visible feature of the Bank Card has been altered or obliterated;
e the signature on the Transaction Slip does not
match the signature on the back of the Bank Card;
f the number or series of digits of the number
displayed on the front of the Bank Card does not match the number or series of digits on the Transaction Slip;
g an incorrect PIN number has been entered three
times;
h the EMV chip cannot be read or is rejected by the
POS terminal.
If the Bank Card is not accepted for any of the reasons specified above, your Company will immediately contact PaySquare by telephone. Your Company will comply with the instructions provided by PaySquare and, upon request, will collect the Bank Card, unless this cannot reasonably be required of your Company given the circumstances.
A.4 PaySquare is entitled to modify the Floor Limit at
any time; your Company will be notified of such a modification in writing. A modification may also apply for a fixed period of time. The modified Floor Limit will take effect within 14 days following the notification.
A.5 If, as part of the process of obtaining authorisation,
PaySquare requests that your Company provide additional information, such as the Cardholder’s
identification, the requested data will be included on the copy of the Transaction Slip, which will remain in the possession of your Company.
A.6 Transactions effected using an EMV-certified POS
terminal in conjunction with an EMV chip and a PIN number do not indemnify your Company against Chargebacks.
Card Acceptance - Electronic
A.7 Your Company will bring into use one or more POS terminals approved by PaySquare at its own risk and expense, in order to enable Cardholders to complete transactions electronically. In the event that the POS Terminal is out of operation, your Company will accept the Credit Card Transaction in accordance with the provisions contained in these General Terms and Conditions regarding manual acceptance. Your Company will perform daily maintenance on the POS Terminal and will verify that unauthorised persons have not made any adjustments or changes to the POS Terminal.
A.8 PaySquare is entitled at all times to modify the
specifications with which the POS Terminals must comply, taking into account your Company’s interests as much as possible. Your Company undertakes to accept the above-mentioned changes and to implement them, or arrange for a third party to do so, at the expense of your Company.
A.9 Your Company warrants that it will use the POS
Terminals correctly and with care. Your Company is not permitted to install or use any facilities that can be used to read the magnetic strip and/or chip applied to the Bank Card, or arrange for a third party to do so, unless such facilities are necessary in order to accept Bank Card payments. Your Company will install the POS Terminal such that a Cardholder’s PIN number cannot be disclosed to any third parties when it is entered.
A.10 Your Company will compare the data displayed on
the Transaction Slip to that on the Bank Card before the Transaction Slip is offered to the Cardholder for signature. In the event of any deviations, your Company will immediately inform PaySquare and reject acceptance of the Bank Card.
A.11 Without the prior written consent of PaySquare, your
Company is not permitted to enter Transaction Data manually or to operate a POS Terminal unattended by staff. PaySquare is entitled to impose additional conditions on its consent.
Card Acceptance - Manual
A.12 Your Company will only manually accept Bank
Cards of which the number is embossed on the front of the Card. Your Company is not permitted to manually accept a Debit Card.
A.13 Your Company can obtain the materials required
for manual acceptance from PaySquare. If these materials are available at a cost, your Company will be informed of this in advance.
A.14 Your Company will ensure that the following details
are recorded on the Transaction Slip, using the Imprinter:
a Your Company’s name and account number; b Cardholder’s name and initials, the card number
and the expiry date displayed on the front of the Credit Card; Your Company will ensure that the following details are recorded on the Transaction Slip, using a ballpoint with black or blue ink;
c Transaction date;
d Subtotal payable, any miscellaneous charges, and
any services;
e Authorisation Code issued by PaySquare; f Cardholder’s identification details if PaySquare
has requested these details;
g Cardholder’s signature.
A.15 Your Company will offer the Cardholder only a fully
completed Transaction Slip for signature, after which the Cardholder has the option to enter any gratuities and additional payments, fills in the total amount if necessary, and signs the Transaction Slip.
A.16 Your Company will send the copies of the Transaction
Slips reserved for PaySquare, along with a completed batch card, to PaySquare within the maximum period specified in Article 4.1. If the data displayed on the Transaction Slip or on the batch card are recorded incorrectly and/or incompletely, PaySquare is entitled to refuse to process the Transaction Slips.
General Terms and Conditions, October 2012
PaySquare SE
Chamber of Commerce no. 30196418 PaySquare SE
Eendrachtlaan 315 - 3526 LB Utrecht PO Box 30600 – 3503 AJ Utrecht The Netherlands
From the Netherlands T +31 (0)88 285 73 33 E service@nl@paysquare.eu I www.paysquare.nl From Luxembourg T 00800 72 90 00 00 E service@lu.paysquare.eu I www.paysquare.lu 03.03 LNE 05.14
Article B
Remote Transactions: Mail Order/
Telephone Order and E-Commerce
B.1 In the case of a MO/TO Account Contract (Mail
Order/Telephone Order), the Transaction data will be delivered by the Cardholder solely by telephone, letter post or fax and will be used by your Company solely in order to process it as a MO/TO trans-action; any other method of delivery or processing of the Transaction is prohibited. Your Company warrants that the Transaction Data will not be delivered in any other manner, e.g. per e-mail.
B.2 In the case of Remote Transaction, any method or
form of delivery of Transaction Data other than permitted under the provisions of B.1 will occur on the basis of an E-Commerce Account Contract.
B.3 For each Remote Transaction, Authorisation will be
requested from PaySquare regardless of the amount.
Fraud module
B.4 In order to ensure that fraud and the number of
Chargebacks are kept to a minimum, your Company is advised to establish the identity of the authorised Cardholder and take the necessary measures, with your Company having the option to use the fraud module provided by the Service Provider or by PaySquare.
Your Company is aware that the fraud tool provided by PaySquare or the Service Provider is merely a tool and does not and cannot provide a guarantee that makes it possible to establish the identity of the authorised cardholder beyond reasonable doubt.
No Transaction in the case of a
mismatch
B.5 The CVC2/CVV2 code (a 3-digit or 4-digit ‘security
code’ displayed on the back of the Credit Card) must be completed by the Cardholder along with the other Card Data for each intended action. Your Company is required at all times to reject or interrupt the transaction if your Company receives the message that the CVC2/CVV2 code provided by the Cardholder is incorrect.
Article C
E-Commerce (specific)
C.1 Under the Account Contract for E-Commerce, it is
prohibited to accept data related to the Cardholder and/or his/her Bank Card by e-mail, by telephone or in writing; acceptance under an E-Commerce Account Contract is possible only via the Internet.
C.2 The exchange of Transaction Data between your
Company and PaySquare occurs exclusively through a Service Provider approved by PaySquare, on the basis of an ‘SSL Server Certificate’.
C.3 Prior to effecting Remote Transactions, your Company
will provide PaySquare with all the URLs, including the IP addresses, which it uses in its business operations in order to obtain approval. This provision also applies to URLs that your Company brings into use at a later date. Your Company will inform PaySquare in writing or by e-mail of the URLs that are no longer being used immediately after such use has terminated.
The URLs are assessed against PaySquare’s accept-ance policy. An assessment is a random indication and provides no guarantee for unlimited use in the future. Once it has been approved, a URL may still be rejected by PaySquare at a future date.
C.4 Your Company will ensure that all Authorisation
requests and Transactions are conducted through a Service Provider approved by PaySquare and in accordance with the specifications set by PaySquare. PaySquare is entitled to modify these specifications. Your Company will implement the changes within the period to be determined by PaySquare.
C.5 The CVC2/CVV2 code (a 3-digit or 4-digit ‘security
code’ displayed on the back of the Credit Card) must be entered by the Cardholder along with the other Card Data for each intended Transaction. Your Company is required at all times to reject or interrupt the transaction if your Company receives the message that the CVC2/CVV2 code provided by the Cardholder is incorrect.
C.6 The Card Schemes are engaged in the development
of systems designed to secure data traffic of Trans-action Data and to establish the authenticity of the Cardholder and/or his/her account. Your Company is required to operate MasterCard SecureCode, Verified by Visa and/or J/Secure systems except in cases to be indicated by PaySquare.
In order to be able to claim a liability shift, your Company, using a Service Provider approved by PaySquare, will ensure the full and correct imple-mentation of the Card Schemes’ systems, including all the relevant requirements and required certifi-cates.
Your Company will subsequently maintain these systems in accordance with the specifications set. The liability shift applies only as long as it is recog-nised by the Card Systems and to the extent that all conditions have been complied with. In the event that your Company uses a Service Provider approved by PaySquare, your Company is required to ascertain whether the Service Provider complies with the requirements specified above in order to be able to claim a liability shift.
C.7 PaySquare and your Company can agree in writing
that your Company is entitled to deliver actions to PaySquare in currencies other than euro. If such an agreement has been entered into, your Company will deliver the Transactions to PaySquare in a currency selected by the Cardholder and agreed between your Company and PaySquare. Your Company can only accept Transactions in the currencies agreed with PaySquare.
PaySquare will process the Transactions and make the corresponding amount available in euro, or – only if the Transactions were completed in Canadian dollars – in US dollars. To this end, the agreed currency is converted. This conversion is based on buy-and-sell rates, as applied by MasterCard and Visa. Transactions effected in US dollars will be processed in US dollars, i.e. without conversion taking place. Transactions in US dollars will only be paid to a bank account in US dollars; this is referred to as a ‘US dollar account’.
Regardless of the time at which a recovery or correction of a Transaction occurs and regardless of the reason for which this occurs, recovery or correction will occur at the original exchange rate at which the Transaction was provided to your Company.
Contrary to the relevant provisions in C.7, actions involving Credit Cards will be processed in euro at all times.
