Processing Bank Terms for VISA, Mastercard and Discover
The Company acknowledges and agrees that (i) the Company meets the definition of a “Commercial Entity” or the equivalent under Association Rules, (ii) the Company, through Radial, is agreeing with the Processing Bank to have the Processing Bank process the transactions contemplated hereunder with respect to Visa, MasterCard and Discover transactions acquired on behalf of the Company from Orders through the Company Online Stores, and (iii) as a result of meeting the definition of a Commercial Entity or the equivalent, the Company is subject to, and agrees to be bound by, the applicable Association Rules and Processing Bank’s policies with respect to the processing of Orders received through the Company Online Stores using credit and debit cards.
“Association” means the Visa, MasterCard and Discover Card networks. “Association Rules” means the rules and regulations developed by Visa, MasterCard and Discover that govern their member banks and merchants in the procedures, responsibilities and allocation of risk for payments made through the Associations. “Visa” means Visa, Inc. “MasterCard” means MasterCard International Incorporated. “Discover” means the DFS Services LLC. “Card” means the applicable credit or debit card.
The Company acknowledges that Radial is acting as a payment facilitator and an agent for the Processing Bank (a/k/a the acquiring bank) and the Company is Radial’s submerchant, as such terms are used in the Association Rules, and that the relevant portions of the MSA and these terms form a “Submerchant Agreement” between Company and Radial, as required by the Processing Bank and Association Rules.
Radial’s Processing Banks in the United States and Canada are Adyen N.V. or Bank of America N.A. (successor to Bank of America Merchant Services LLC). Radial’s Processing Bank in the United Kingdom and Europe is Ingenico ePayments.
Company agrees to the following Submerchant Agreement provisions:
- On an ongoing basis, the Company is promptly to provide Radial with the current address of each of its offices, all “doing business as” names used by the Company, and a complete description of goods sold and services provided.
- In the event of any inconsistency between any provision of this Submerchant Agreement and the Association Rules, the Association Rules will govern.
- Radial is responsible for the Card acceptance policies and procedures of the Company, and may require any changes to Company’s website or otherwise that it deems necessary or appropriate to ensure that the Company remains in compliance with the Association Rules governing the use of the Card and the Association service marks and trademarks (“Marks”).
- Company acknowledges that a Card Association may require that Company enter into a direct merchant relationship with the Payment Processor if and when it becomes a high volume Merchant (as determined by the Association, currently $1,000,000 per year in the applicable Card for VISA and MasterCard), and upon conversion, the Company will be bound by the Payment Processor’s then current Commercial Entity Agreement. Radial will notify the Company in the event a conversion has occurred. Radial will remain your payment processor in this relationship.
- With respect to the applicable Card, this Submerchant Agreement automatically and immediately terminates if the Card Association de-registers Radial or if Radial’s Processing Bank ceases to process the Card for any reason.
- Radial may, at its discretion or at the direction of its Processing Bank or the Association, immediately terminate the Submerchant Agreement for activity deemed by Radial, the Processing Bank or the Association to be fraudulent or otherwise wrongful.
- The Company acknowledges and agrees:
- To comply with all applicable Association Rules, as amended from time to time;
- That the Association is the sole and exclusive owner of the Marks;
- Not to contest the ownership of the Marks for any reason;
- The Association may at any time, immediately and without advance notice, prohibit the Company from using any of the Marks for any reason;
- The Association has the right to enforce any provision of the Association Rules and to prohibit the Company and/or Radial from engaging in any conduct the Association deems could injure or could create a risk of injury to the Association, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Association’s Confidential Information (as defined in Rule 7.5), or both; and
- The Company will not take any action that could interfere with or prevent the exercise of these rights by the Association.
- For Company Orders processed by Adyen, Company hereby agrees to Adyen AfP Merchant Terms and Conditions (located at https://www.radial.com/legal/adyen-afp-merchant-terms), which creates a binding Merchant Agreement between Company and Adyen. Company agrees to abide by the Adyen restricted and prohibited list (located at https://www.adyen.com/legal/list-restricted-prohibited) and acknowledges that the sale of any restricted goods is subject to Adyen’s prior approval.
American Express Terms
Company acknowledges and agrees that (i) company is a “Sponsored Merchant” and Radial is a “Merchant Service Provider” under the American Express Merchant Operating Guide (located at www.americanexpress.com/merchantopguide, the “MOG”), (ii) the Company is agreeing to have Radial process transactions as contemplated hereunder with respect to American Express transactions from orders through the Company’s e-commerce stores, and (iii) as a result of meeting the definition of a Sponsored Merchant, the Company is subject to, and agrees to be bound by, the MOG with respect to the processing of such orders using American Express credit cards (for purposes of this Attachment B, “Cards”). “American Express” means American Express Travel Related Services Company, Inc.
The MSA, this Attachment B and the MOG (together, the “Sponsored Merchant Agreement”) creates a legally enforceable agreement between Radial and Company allowing the Company to accept Cards. Company agrees to accept Cards in accordance with the terms of the Sponsored Merchant Agreement, and any non-compliance may result in the termination of American Express payment services by Radial and/or American Express.
Further, Company agrees as follows:
- Company may not process transactions or receive payments on behalf of, or (unless required by law) re-direct payments to any other party.
- Company acknowledges that it may be converted to a direct Card acceptance relationship with American Express if and when it becomes a high value Sponsored Merchant (as determined by America Express), and upon conversion, the Company will be bound by then-current American Express Card Acceptance Agreement and that American Express may determine the fees payable by the Company for Card acceptance. Radial will notify you in the event a conversion has occurred. Radial will remain your payment processor in this relationship.
- American Express is a third-party beneficiary of the Sponsored Merchant Agreement, conferring on American Express beneficiary rights, but not obligations, of the Sponsored Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Sponsored Merchant Agreement against Company. Company is not a third-party beneficiary of Radial’s agreement with American Express.
- Limitation of Liability. In no event shall American Express or its affiliates, successors, or assigns be liable to you for any incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with the Sponsored Merchant Agreement or Company’s acceptance of the Card, even if advised of such potential damages. American Express will not be responsible to Company for damages arising from delays or problems caused by telecommunications carriers or the banking system, except that American Express’s rights to create reserves and exercise chargebacks will not be impaired by such events.
- Company acknowledges that the MOG contains, among other things, the following provisions, to which Company hereby agrees to comply:
- Data security standards for protection and retention of cardmember information and data incident management obligations.
- Authorization that Radial may terminate the provision of American Express payment services when requested by American Express.
- Requirement to remove all American Express trademarks and service marks (“Marks”) from the Company website and wherever else they are displayed in connection with this Sponsored Merchant Agreement upon termination of the Sponsored Merchant Agreement or Company’s participation in Radial’s American Express payment services.
- Requirement that Company’s refund policies for purchases on the Card must be at least as favorable as its refund policy for purchase on any other payment tender and the refund policy must be disclosed to cardmembers at the time of purchase and in compliance with applicable law.
- Radial may disclose transaction data, merchant data, and other information about Company and its consumers using the Card to American Express and its affiliates, agents, subcontractors, and employees to use such information to perform its services, to operate and promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose.
- Dispute resolution and arbitration provisions.
- Requirements related to inquiries and chargebacks.
- Industry-specific requirements, including required disclosures for e-commerce businesses.
- Requirement to display American Express Marks and otherwise honor the Card in accordance with Chapter 3 of the MOG (“Card Acceptance”), including treatment of the American Express Marks, brand and cardmember information, and prohibited goods and services. Except as expressly permitted by Applicable Law, Company must not:
- indicate or imply that you prefer, directly or indirectly, any payment tender over the Card,
- try to dissuade Cardmembers from using the Card,
- criticize or mischaracterize the Card or any American Express service or program,
- try to persuade or prompt Card members to use any payment tender or any other method of payment (e.g., payment by check),
- impose any restrictions, conditions, disadvantages, or fees when the Card is accepted that are not imposed equally on all other payment tenders, except for electronic funds transfer, cash or check,
- suggest or require Cardmembers to waive their right to dispute any transaction,
- engage in activities that harm the American Express business or the American Express brand (or both),
- promote any other payment tenders (except your own private label card that you issue for use solely at your establishments) more actively than you promote the Card, or
- convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).
Paypal Services Agreement For Radial Clients
Whereas, PayPal, Inc. (“PayPal”) partners with Radial to enable the Company to utilize PayPal payment services (“PayPal Services”). The Company agrees to the following as a condition of its use of the PayPal Services on the Company websites and other e-commerce stores that are supported by Radial (“Company Stores”):
- Authorization Regarding PayPal Tender. The Company acknowledges and agrees as follows:
- The Company will receive funds resulting from its use of the PayPal Services through PayPal accounts, which PayPal will open on the Company’s behalf (the “PayPal Conduit Accounts”). The Company acknowledges that the PayPal Conduit Accounts will be accessed only by PayPal and Radial; and the Company will not have any ability to log-in to the PayPal Conduit Accounts.
- The funds received into the PayPal Conduit Accounts shall be consolidated and transferred into the Company’s designated bank account in accordance with the terms of the agreement between Radial and PayPal.
- The Company authorizes PayPal to open the necessary PayPal Conduit Accounts. The PayPal Conduit Accounts are opened in the Company’s name and on its behalf. The Company authorizes PayPal to work with Radial in the administration and management of the PayPal Conduit Accounts as described in the MSA and these terms, including in the distribution of funds received into the PayPal Conduit Accounts.
- For the provision of PayPal Services, the Company agrees to the current online terms and conditions that are herein incorporated by this reference as a condition to the Company’s use of PayPal Services with the Company Stores. Such current terms are set forth below for convenience.
The PayPal User Agreement: https://www.paypal.com/us/webapps/mpp/ua/useragreement-full
The PayPal Commercial Entity Agreement:
The Company acknowledges that Radial has entered into an agreement with Alipay (the “Alipay Agreement”) in order for Radial to provide the Alipay functionality to the Company, and that the Alipay Agreement requires certain provisions to be passed through to the Company as an Alipay merchant (a “Merchant”) under the Alipay Agreement. The Company acknowledges and agrees to comply with all provisions set forth below (the “Alipay Terms”). The Company agrees to perform such obligation and shall be fully responsible for any non-compliance (either by action or omission) of any obligations hereunder.
- Due Diligence Information. Before Alipay provides the Alipay Services for a Merchant, Merchant will provide the following information to Radial to provide Alipay (collectively, the “Due Diligence Information”):
- description of basic business operations,
- enterprise email address (but not individual email addresses),
- legal and beneficial owner information of the Merchant,
- business name (real or do business as),
- URL of its online sites, and
- any other relevant information upon Alipay’s reasonable request from time to time.
- Rules for Unauthorized Payment.
- If Alipay determines, in its sole discretion that if certain features of Alipay Services being selected and offered to Merchants may be subject to high risk of Unauthorized Payment or fraudulent Transaction, Merchant agrees that Alipay may suspend or terminate, with reasonable notice, the provision of such part of Alipay Services to Merchant, including but not limited to adjusting the types, issuing banks and payment limit (whether per Transaction or per day) of the credit card and/or debit card Alipay Users will be able to use to complete the Payment from time to time.
- In any single calendar month, if the accumulative amount of Unauthorized Payment exceeds (i) RMB 5,000 and (ii) 1/100,000 of the total Transaction Value of Transactions completed on Merchant’s Platform, Merchant will cooperate with Alipay to mitigate the risks of the relevant Transactions.
- In the event that Merchant fails to adopt any precautionary measure reasonably requested by Alipay within 30 days of receipt of Alipay’s written notice, Alipay may exercise its right under Clause 2D below.
- In the event that any of the events in Clauses 2B and 2C above occurs in each of three (3) consecutive months or the accumulated amount of Unauthorized Payments exceeds (i) RMB 50,000 and (ii) 1/10,000 of the total Transaction Value of Transactions completed on Merchant’s Platform in each of two (2) consecutive months, Alipay may terminate any Alipay Services to Company and Merchant which Alipay determines may give rise to such high volume of Unauthorized Payments without prior notice to Merchant.
- Fraud and Risk. If an Alipay User claims that an Unauthorized Payment or an otherwise fraudulent Transaction is made via Alipay’s Platform, Merchant will comply with the following rules:
- Transaction Evidence. Merchant will provide the Transaction Evidence within 5 Working Days upon Alipay’s request. The Transaction Evidence required is subject to the nature of the Products and will be reasonable with respect to its purpose.
- Reimbursement. If Alipay does not receive the Transaction Evidence or Alipay, acting in a reasonable manner, deems the Transaction Evidence to be inadequate or the Unauthorized Payment is due to Merchant’s willful default or gross negligence, then Merchant will reimburse Alipay for the amount that Alipay settled regarding the Transaction in question.
- Reimbursement Obligation. Alipay may, at its sole discretion, determine to reimburse Alipay User in an event of any Unauthorized Payment, and Merchant agrees to reimburse Alipay for such amount.
- Alipay Payment Policies
- Service Fee. Merchant will not, directly or indirectly, transfer any Alipay Service fees to its Alipay Users in addition to what Merchant would normally charge Alipay Users for its services in the normal course of business.
- Alipay Wallet as Payment Method. Merchants that elect to use the Alipay Services will not, unreasonably restrict their customers from using Alipay Wallet as a Payment method with respect to a Transaction in a manner that is substantially more unfavorable when compared to the other payment methods used by Merchant generally, including but not limited to requiring a minimum or maximum purchase amount (if such restriction would not apply to other payment methods used by Merchant) from customers using Alipay Wallet to make Payments.
- Prohibited Products. Merchant acknowledges that Alipay must not provide Alipay Services with respect to any Transaction which is prohibited by Applicable Laws or violates Alipay’s internal policies or which will result in Alipay being considered to have breached any Applicable Laws. Merchant will provide Alipay information about the Products as reasonably requested by Alipay from time to time. Merchant may not sell through Alipay’s Platform that contain articles prohibited or restricted from being sold to Alipay Users under any Applicable Laws, including without limitation the products listed in Appendix I, which may be updated by Alipay from time to time (together, “Prohibited Products”). Merchant will procure that no Transaction being submitted for Alipay’s processing involves or relates to any Prohibited Products (“Prohibited Transaction”). Alipay will have the right to refuse to provide any Alipay Services with respect to any Prohibited Transaction and Merchant will indemnify Alipay for any damages, losses and liabilities that Alipay may suffer arising from or in connection with such Prohibited Transactions.
- Alipay Services for Own Use. Merchant will only use Alipay Services for its own account, for its own business purpose and will not make use of the payment interface provided by Alipay in connection with this Agreement for performing any other commercial or non-commercial services for any other third parties. Merchant will use Alipay Services only for the Products in connection with Merchant’s principal business as notified to Alipay in accordance with this Agreement.
- Storage of Transaction Information. Merchant will maintain the proofs/records for each Transaction (for example, proof of delivery) to justify its authenticity for at least five years after the completion of the Transaction. Subject to any legal restrictions under Applicable Laws and any confidentiality or other contractual obligation(s) binding on the Merchant, Merchant will ensure that Alipay, the relevant service providers of Alipay and/or regulatory or governmental authorities having jurisdiction over Alipay be provided with or granted access to the relevant Transaction information the subject matter set forth in the Information Request (defined below), within three (3) Working Days upon Alipay’s written request (the “Information Request”). Subject to any restriction under Applicable Laws, in the Information Request, Alipay will advise Merchant of the names of such service providers or regulatory/governmental authorities, the subject matter to which such requests relate and why such request is being made.
- Information Verification. In order for Alipay to comply with the relevant requirements under Applicable Laws, upon reasonable written request by Alipay, Merchant will, subject to any legal restrictions under Applicable Laws and any confidentiality or other contractual obligations binding on the Merchant, share records and information (including Transaction information and records) with Alipay from time to time and will authorize Alipay to provide the relevant information to governmental agencies, regulatory authorities and banks for examination and verification as necessary.
- Compliance Requirements. The Company will comply with all Applicable Laws on anti-money laundering, counter-terrorism financing and sanctions (together “AML”). In accordance with its AML, anti-fraud, and other compliance and security policies and procedures, Alipay may impose reasonable limitations and controls on Merchant’s ability to utilize the Alipay Services. Such limitations may include but are not limited to rejecting Payments, or suspending/restricting any Alipay Service with respect to certain Transactions or customers and prospective customers of Merchant. Alipay may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under Applicable Laws, report suspicious transactions to the relevant authorities without informing Merchant.
- Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED, EACH PARTY DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, LICENSEABILITY, DATA ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY APPLICATION, WEBSITE, PRODUCT, OR SERVICE WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.
- Intellectual Property.
- Alipay License to Merchant. Alipay owns or has been granted the appropriate licenses by the relevant owner to use, all right, title and interest in and to the Alipay Services, including the rights to all related Intellectual Property. Subject to the terms of this Agreement and, as the case may be, any agreement between Alipay and the owner of the relevant Intellectual Property, Alipay will authorize and grant Merchant during the Term, a license to use the relevant Intellectual Property (it owns or is entitled to use) solely for the purpose of using the Alipay Services in accordance with this Agreement. Such authorization to use the relevant Intellectual Property granted in favor of Merchant will be non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by Alipay in writing at any time during the Term. Merchant agrees that use of such Intellectual Property under this Agreement will not confer any proprietary right, and Merchant agrees to take reasonable care to protect all such Intellectual Property from infringement or damage and cease all use of such Intellectual Property immediately upon termination of this Agreement.
- Merchant License to Alipay. During the Term for the limited purposes of performing the obligations set forth in this Agreement and subject to the terms of this Agreement, Merchant grants to Alipay a non-exclusive, non-transferable, royalty-free license to use, reproduce, publish, distribute and transmit any of Merchant’s marketing materials, proprietary indicia or other similar items containing the Intellectual Property of Merchant necessary for Alipay to perform its obligations contemplated by this Agreement and to refer to the name of Merchant in the public announcement as one of the partners using the Alipay Services. Merchant represents and warrants to Alipay that it has obtained all necessary authorities, permissions, approvals and licenses for the Merchant brands, and other intellectual property rights supplied by it to Alipay under this Agreement.
- Responsibilities of Merchant.
- Accuracy; Changes. Merchant is responsible for ensuring that all of the information relating to Merchant disclosed to Alipay in connection with this Agreement is true, accurate and complete in all material respects. Merchant will promptly inform Alipay of any action or event of which it becomes aware that has the effect of making inaccurate, any of Merchant’s representations or warranties.
- Disputes. Merchant will be solely liable for the complaints, goods rejections initiated by Alipay Users, as well as any disputes with Alipay User arising out of the illegal, false, outdated or incomplete Transaction information contained on Merchant’s Platform and defects and poor quality of Products.
- Alipay Presentation Guidelines.
Merchant shall display the brand or logo of Alipay in parity with all other forms of payment method accepted by such Merchant, such as next to cashier counter at physical retail stores, website, wap sites, applications or promotional materials of Merchant (as applicable), in each case where payment options are featured for the purchase of Products. Merchant shall also identify Alipay as prominently as other payment forms, such as through display next to cashier register, website, drop down boxes, menus, dialog boxes and similar lists and methods used to select a payment type.
Alipay’s logo and content must be used only for the purpose of indicating acceptance of Alipay by the Merchant as a form of payment, unless otherwise authorized by Alipay. Merchant will present a truthful description of the Alipay Services in accordance with Alipay’s guidance and introduction, and direct Alipay Users to access Alipay’s Platform through Merchant’s Platform to make the relevant Payments.
- Indemnification, Limitation of Liability, Representation and Warranties. The Company will indemnify Alipay from and against all third-party actions, claims, demands, liabilities, obligations, losses, costs (including, but not limited to legal fees, expenses and penalties) and interest suffered, incurred or sustained by or threatened against Alipay arising out of any breach or violation of these Alipay Terms by the Company or any willful misconduct, gross negligence, fraud or dishonesty by the Company or any of its employees or agents in connection with the Alipay services. Notwithstanding anything to the contrary, nothing under the MSA or these Alipay Terms shall be construed to exclude or limit the Company’s liabilities in connection with its obligations pursuant to this clause. In addition, the Company represents and warrants that the products sold by the Company using the Alipay functionality will comply with all applicable laws, rules and regulations and not infringe upon any third party’s rights and interests, including, without limitation intellectual property rights and propriety rights.
- Suspension and Termination. If Alipay suspends the Alipay Agreement, Radial shall notify the Company of the same and similarly suspend use of the Alipay functionality until such times as services are resumed under the Alipay Agreement. Alipay and Radial shall have no liability to the Company as a result of such suspension.
The following terms have the following meanings (for both the singular and plural):
The Services Alipay is performing relative to Merchant.
means any (i) copyright, patent, know-how, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs (whether registered or unregistered) and all associated goodwill; (ii) applications for registration and the right to apply for registration for any of the same; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces);
means the payment in RMB representing the relevant Transaction Value made or to be made by an Alipay User for the purposes of completing the relevant Transaction;
means any and all goods, products, services and/or items that Merchant makes available for sale to any person, including Alipay Users, on Merchant’s Platform;
The renminbi, the currency of the People’s Republic of China, also referred to as the Chinese yuan.
means the sale and purchase transaction of a Product between an Alipay User and Merchant through Company’s service as an acquirer;
means Product names, prices and relevant proof that the goods or provided services have been properly delivered or rendered with respect to the order of the Transaction, including, without limitation and subject to any confidentiality or other contractual obligations by which Merchant is bound, logistics certificate, shipping certificate, receipt, address, name and contact information of the recipient.
means a day (other than a Saturday or a Sunday or any public holiday) on which banks generally are open in Hong Kong and the PRC for the transaction of normal banking business.
Appendix “I” – Alipay Prohibited and Restricted Product List
Illegal political audio-visual products and publications
Illegal reactionary cards and program channels
State secret documentations and information, etc.
Pornographic and vulgar audio-visual products/publications
Pornographic and vulgar erotic services
Pornographic and vulgar cards and program channels
Other pornographic and vulgar articles or services
Weapons of all types, (including military weapons/firearms and accessories), simulation weapons, ammunitions and explosives
Controlled instruments (such as dagger) which would potentially be used as an assaulting tool or weapon
Illegally obtained proceeds or properties as result of crime
Poisonous articles and hazardous chemicals
Anesthetic and psychotropic medicine
Any service or device which provide fetal gender analysis
Credit card cashing service
Foreign-related matchmaking service
Other software services which jeopardize Alipay or any of its affiliates or related party.
Certificate issuing and stamp carving that contravenes applicable law
Crowd funding websites
ID card information and other information which infringed others’ privacy
Other personal privacy-harming articles or services
Sale or purchase of bank account or bank card in contravention with Applicable Laws
Periodical investment of gold
Bank financial products
Single-purpose prepaid cards
Foreign exchange services
Virtual currency in foreign accounts
Bitcoin, Litecoin, Ybcoin and other virtual currency transactions
Satellite antenna, etc.
Archaeological and cultural relics
Forged and fake food produce
Fireworks and firecrackers
Examination services (i.e. defraud by assuming another’s identity (as agreed) to participate in academic examinations for that other)
National protected animals
National protected vegetation
Any goods which are not officially endorsed by the event organizer (such as Olympics or Expo) or infringes third party’s intellectual properties
Video chatting services
Online cemetery and worshipping and other services
Computer privacy information monitoring
Any animals, plants or products which contain dangerous germs, pests or any other living creature
Any products, medicine or any other article originates from epidemic area of infectious disease which causes threat to health of human beings or animals