“Fraud Chargeback” means a reversal of a Payment Tender charge pursuant to an Order which is fraudulent.
“Fraud Chargeback Costs” means the Company’s Landed Cost of the Company’s merchandise or services that are subject to a Fraud Chargeback for which the merchandise is not returned, where “Landed Cost” means (unless otherwise agreed) 35% of the retail cost of each unit of merchandise as displayed on the Company Online Store; provided however, that with respect to an Gift Cards or similar stored value goods, Landed Cost shall equal the purchase price of such gift card less the current balance available on the gift card at the time Radial informs Company that the applicable Order was fraudulent, but in no event shall the Landed Cost be greater than 90% of the face value of the Gift Card.
“Gross Revenue” means all cash and equivalent consideration received from Orders of merchandise and services through the Company Online Store, and applicable shipping and handling charges and Taxes, including amounts received which are subsequently credited in connection with returns and Fraud Chargebacks or any other chargeback.
“High Risk Goods” means goods and services that present a increased risk or fraud or chargebacks, such as gift cards, prepaid services, electronics, jewelry, or similar high value goods, negative option sales tactics, and other goods and services described in the AML Compliance due diligence materials.
- FRAUD REVIEW. Radial will maintain reasonable fraud review policies and procedures designed to detect and limit fraud in connection with Orders. Subject to the Company satisfying the Company Fraud Review Requirements (as defined below), Radial will provide to Company the results of the fraud review for each submitted Order, such as a fraud risk score or a recommendation to cancel or accept an order, as applicable (“Fraud Results”). Radial may implement new technologies or processes in order to perform the Services, including Verified by Visa and MasterCard SecureCode, that are designed to improve fraud prevention for the Company Online Stores and Company shall implement such technologies or processes on the Company Online Stores. The Company acknowledges that the Service Fees assume that Company implements the required new technologies or processes as and when required by Radial, and in the event that Company fails to do so, the Parties will renegotiate the Service Fees.
2.1 Chargeback Risk. Except as provided in the following sentence, Radial will be responsible for all Fraud Chargeback Costs with respect to fraudulent Orders where Radial recommends accepting such Order (i.e., a cleared Order). Radial shall not be responsible for Fraud Chargeback Costs related to (A) Orders that are not cleared by Radial (e.g., Orders that are cleared by the Company, or its designated third party service provider, on a ‘whitelist’ provided by the Company, or where the payment tender is the redemption of a gift certificate or gift card), (B) fraudulent Orders otherwise approved by Radial due to inaccurate or incomplete Required Fraud Data Points (as defined below), (C) fraudulent Orders otherwise approved by Radial due to the Company’s failure to comply with the Company Fraud Review Requirements (e.g. a fraudulent Order that the Company or its third party fulfillment provider(s), as applicable, does not stop and/or cancel at the reasonable request of Radial, provided such Order has not already been shipped at the time of such request), or (D) fraudulent Orders that were cleared by Radial due to the acts or omissions of Company, or its designated third party service provider. For the sake of clarity, the Company will also be responsible for all chargeback costs that result from Orders that are not fraudulent Orders.
- COMPANY OBLIGATIONS. In order for Radial to provide the fraud review services contemplated by this Agreement, the Company will comply with the following requirements (collectively, “Company Fraud Review Requirements”), at Company’s expense:
3.1 Fraud Data Points. The Company will provide Radial with all requested customer and order-based information to enable Radial to perform fraud review services for the Company Online Stores (“Required Fraud Data Points”). Required Fraud Data Points will include, but not be limited to, legacy data to support fraud set up and the following data: (x) Order Information; (y) prior Order Information and any fraud / chargeback cases; and (z) any negative/blocked or white/approved customer information. The Company will (i) provide Order Information on a real time or near real time, as reasonably requested by Radial, and (ii) update all other Required Fraud Data Points as reasonably requested by Radial.
3.2 Integration. The Company will adhere to Radial’s then current API specifications for its fraud review services, including Radial’s risk assessment and order confirmation APIs, and install and update the device collector deployed on the Company Online Store to support fraud prevention as reasonably requested by Radial.
3.3 Chargeback System. The Company will provide Radial with full access to Company’s chargeback related systems (e.g. Company’s payment provider chargeback system).
3.4 Cancel Orders. At the reasonable request of Radial, the Company or its third party fulfillment provider(s), as applicable, will stop and/or cancel Orders previously approved by Radial to the extent Company or its provider is able to stop or cancel such Orders.
3.5 Cancel Gift Cards. At the reasonable request of Radial, the Company or its card administrator, as applicable, will cancel or devalue Gift Cards included in Orders previously approved by Radial.
3.6 Change in Risk. The Company will provide reasonable advance written notice to Radial of any planned start or increase in its sale of gift cards, electronics, jewelry, or similar High Risk Goods or change in its e-commerce model (e.g. negative-options sales tactics, utilization of buy online, pickup in store technology to fulfill Orders).
3.7 Fraud Technology. The Company will implement and maintain industry recognized fraud prevention technology as requested by Radial, including browser identification and data gathering scripts, and the enabling of 3-D Secure technology.
- SERVICE FEES. Radial shall be entitled to the following service fees (collectively, “Service Fees”) less Fraudulent Chargeback Costs:
4.1 A Standard Implementation fee in the amount set forth in the Order Form; plus
4.2 A Fraud Management Fee set forth in the Order Form for all Orders submitted for fraud review; plus;
4.3 All amounts, if any, due to Radial pursuant to any SOW or other writing under this Agreement; plus
4.4 All amounts, if any, due to Radial for any other technology professional services. Technology professional services shall be billed at the Technology Professional Services Rate set forth in the Order Form.
4.5 On a periodic basis, Radial will review historical trends and projections with respect to the fraud review services hereunder, including chargeback rates, cost to perform fraud review services, and compliance with data and system requirements. Based on this review, Radial may at its reasonable discretion propose revisions to the Service Fees set forth herein, however such Service Fee revisions shall not take effect unless mutually agreed upon by the Parties as set forth in an amendment or other writing executed by the Parties. In the event that the Parties are unable to enter into a fee revision amendment within thirty days following a fee revision proposal delivered by Radial to the Company, Radial may terminate this Agreement on forty-five days written notice to the Company.
4.6 In addition, Company acknowledges that the Service Fees are based substantially upon representations by the Company that (other than routine gift card sales) the Company sells no High Risk Goods except those disclosed by the Company as part of the business and compliance questionnaires and High Risk Goods account for an immaterial portion of the Company’s Orders. Accordingly, the Service Fees may be adjusted by Radial in the event High Risk Goods account for a material portion of the Orders or there is an increase in the risk profile of the Orders; provided such adjustment to such Service Fees shall be proportionate and commensurate with Radial’s increase in its cost to provide the fraud review Services and/or expected Fraud Chargeback Costs.
- FRAUD CHARGEBACK COSTS. To the extent any Order is subject to a Fraud Chargeback, Radial shall pay the Company the Fraud Chargeback Costs. The Fraud Chargeback Costs will be offset against the Service Fees due to Radial.
- PROJECT WORK.
6.1 Subject to payment of the Standard Implementation Charge, Radial will integrate or otherwise coordinate with the Company or any of the Company’s third party designees (including the Company E-Commerce Providers to the extent necessary for Radial to perform its obligations hereunder. In such cases, the Parties will enter into an SOW that will set forth the terms, conditions, and fees applicable to such projects. In addition, the Company may request Radial to perform other technology professional services to implement fixes or otherwise remediate matters caused by the Company or the Company E-Commerce Providers, including projects related to software, integrations, or data handled by Radial. Radial will perform such services as reasonably requested by the Company and the Company will pay Radial for such services at the Technology Professional Services Rate set forth in the Order Form.
6.2 From time to time, the Company may request that Radial assist the Company with the development of its fraud related policies and research non-fraud related chargebacks. Radial will perform such services as reasonably requested by the Company and the Company will pay Radial for such services at the Fraud Professional Services Rate set forth in the Order Form.
- PCI COMPLIANCE. The Company, the Company E-Commerce Providers, and Radial shall each comply with applicable rules and regulations of the payment card clearing networks and applicable requirements of the Payment Card Industry Data Security Standard ("PCI"), as updated or amended, or its successor. Each Party shall provide the other Party with a copy of its certificate evidencing compliance with the PCI requirements as reasonably requested by the other Party from time to time. The Company will cause the Company E-Commerce Providers to comply with each of the above obligations as it relates to the security and operation of the Company Online Store. Each Party’s obligations in this Section are in addition to each Party’s data security obligations set forth in the Standard Terms.
- NO ORDER FILTERING. Company will provide Radial with all Orders submitted through the Company Online Stores and will not filter the Orders that are sent to Radial for fraud review services. Company may not submit to Radial for fraud review only those orders that present a heightened risk of fraud.
- USE OF FRAUD RESULTS. Company shall use such Fraud Results solely in connection with such Order and shall not store Fraud Results for use in connection with any future Orders.
- FRAUD DATA. The Parties acknowledge and agree that in connection with Radial’s payment processing services, Radial has a duty under applicable Law, the payment card association rules and Radial’s agreements with the payment processing banks to take reasonable steps to prevent fraudulent activity and money laundering. To meet these obligations, Radial has developed a sophisticated fraud prevention database, which includes, among other things, customer and order data from all fraud review and payment transactions processed by Radial. As a result, data submitted to Radial (including Customer Information, Fraud Data Points and payment card data) will be combined and incorporated into Radial’s fraud prevention database, and once so combined such data shall become the property of Radial and be deemed Radial Data.
- STANDARD TERMS. The Radial Standard Terms, which are available at www.Radial.com/Legal (and can also be provided to upon request), are incorporated into and shall govern these Service Terms and the Order Form. Company agrees to adhere to all terms and conditions contained therein.