Teya Payment Services
last updated: November 27, 2023
On 1 January 2024, our Payment Service Terms will change for existing UK customers. Details of these changes, including a summary of the most notable changes, are outlined here. For new UK customers, they will apply immediately.
Starting January 1, 2024, Teya Solutions Ltd. will be the contracting entity representing Teya for all UK customers.
On this page, you'll initially find the new Payment Service Terms, followed by the current terms set to be replaced for existing UK customers further below.
Teya Payments (new)
Welcome to Teya's world of payment services, where we redefine your payment experience. Our platform revolutionises the way you handle payments, making it incredibly convenient for users to both send and receive funds. With this streamlined process, you're liberated to dedicate your precious time and energy to what truly matters: your daily responsibilities, business expansion, or any other vital priorities on your agenda. Say goodbye to payment hassles and hello to newfound efficiency! Whether you're an individual, small business owner, or corporation, Teya is your dependable partner for secure and efficient payment solutions.
The terms and conditions set out here, including referenced policies, guidelines, instructions, and any other documents identified from time to time (“Payment Terms”, also referred to as “Additional Terms”) govern your use of our payment processing services, as well as any other services provided under these Payment Terms as indicated under section 2 at any given time (“Payment Services”).
When you use our Payment Services, you also agree to the Teya General Terms and the Data Processing Addendum, which are incorporated into these Payment Terms by reference, including any amendments made from time to time. If you do not understand any provisions of these Payment Terms, please contact us before using our Payment Services.
Unless otherwise defined herein, capitalised terms have the same meaning as in the Teya General Terms. To the extent that there is a conflict between these Payment Terms and the terms referenced above, these Payment Terms will prevail.
If any clauses of these Payment Terms seem unclear, you have inquiries about our Payment Services, or you wish to obtain a free copy of these Payment Terms, please feel free to contact Teya Support at any time during the term of these Payment Terms. We are here to assist you at your convenience.
"Blended Rate" means a fixed fee applied to Card payments, which includes all charges and fees imposed by card issuers, Networks, and Teya, without differentiation based on card category, brand, or country of issuance;
“Business Portal” means the online platform made available by Teya for managing Transactions, monitoring of Merchant ID(s) balance, and accessing reporting and other information related to the Payment Services;
"Card" refers to a payment card, such as a credit or debit card, that is accepted by the relevant Network for processing Transactions through the Payment Services;
“Card Issuer” means an entity, typically a financial institution, that issues credit or debit Cards to cardholders;
“Chargeback” means a dispute raised by a Customer with their credit or debit Card Issuer regarding a payment Transaction;
“Customer Currency” means the currency in which eligible DCC Customers receive Card statements from a Card Issuer;
"DCC Exchange Rate" means the foreign exchange rate we receive from our designated service provider for the purpose of DCC transactions;
“Domestic Currency” means the currency used to typically quote the prices of goods or services offered to Customers in any given Transaction;
"Dynamic Currency Conversion (DCC)" means a feature that allows a Customer to carry out a Transaction in their Card's currency, rather than the currency of the jurisdiction where you are located;
"Interchange Fee” means a fee charged by a Card Issuer for processing a Transaction that is paid by Teya or a third party on behalf of Teya and is reimbursed by you;
“Mark(s)” means a recognizable symbol, design, or expression that identifies a specific brand, product, or service. This includes logos, service marks, design marks, and stylized scripts;
“Merchant Activity" means the summary of your transactional profile, capturing your Card processing volume, Payment Method variety, and global transaction distribution;
"Merchant ID(s)" means your distinct account number(s) set up by us to access the Payment Services in accordance with these Payment Terms;
“MOTO” means a payment solution, in which Customers share their Card details via mail, phone, or digitally, allowing Transactions to take place without the Customer or their Card being physically present;
“Network Fees” means the fees imposed by the Networks on Card-based transactions which are reasonably determined by Teya on a periodic basis. Details of the prevailing Network Fees shall be made available in case of Unblended Rates via the Business Portal;
“Network Rules” mean the guidelines, bylaws, and regulations set by a Network detailing how a Payment Method can be accepted and utilised;
"Pay By Link" means a payment solution wherein the merchant generates a unique link for a particular Transaction;
“Payment Method Terms” means the additional terms that apply to a specific Payment Method and can be found or accessed on Teya’s website;
“Payout” means the sum owed to you from completed Transactions, after subtracting our Fees and accounting for any Refunds, Chargebacks, Reversals, set-offs, or other amounts owed to us;
"Payout Account" means the bank account designated by you to receive the funds from processed Transactions;
“PCI-DSS” means the Payment Card Industry Data Security Standards;
"Refund" means your initiation of a request for a full or partial return of funds to a Customer for a completed Transaction;
“Reversal” means cancellation of the settlement of funds for a completed Transaction;
“Teya” means Teya Iceland hf. (company number: 4406861259) registered at Katrínartún 4, 105 Reykjavík, Iceland. Teya Iceland hf. is a credit institution authorised and regulated by the Icelandic Central Bank - Financial Supervisory Authority. The authority’s public register of supervised entities can be viewed at https://en.fme.is/supervision/supervised-entities/. Teya Iceland hf. is also deemed authorised and regulated by the Financial Conduct Authority. The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available atwww.fca.org.uk
"Unblended Rates" means a pricing structure in which the fees and charges applied by Card Issuers, Networks, and Teya vary based on specific factors. These factors may include the Merchant Category Code (MCC) assigned to your business, the type of Card being used (such as credit or debit), the country of issuance of the Card, and the brand of the Card being accepted. In this pricing structure, the fees associated with each transaction may differ and are not bundled together into a single fixed fee;
2. The Payment Services
2.1 Our Payment Services allow you to accept and process payments from your Customers using various methods, such as credit and debit Card Transactions, contactless smartphone Transactions, online Transactions and Pay By Link. Specific terms related to these services are outlined in the 'Supplementary Terms' section. Please note that some services may require activation, which is at our discretion.
2.2 Through the Payment Services, we help you process payment Transactions from your Customers. The funds received from these Transactions will be credited to you after deducting any Fees, Chargebacks, Reversals, Claims, Refund or any other amounts owed to us or another company within the Teya Group. The settled funds will be deposited into your Payout Account.
2.3 You authorise and instruct us to receive, manage, and distribute funds in line with these Payment Terms on your behalf. This authorisation will remain valid until either you or we terminate these Payment Terms.
2.4 By registering for the Payment Services, you give us the authority and direction to conduct credit evaluations, compliance checks, and other necessary verification processes. This may involve providing additional information and documentation to verify your identity and comply with anti-money laundering, counter-terrorism financing, and other regulatory requirements. These procedures are outlined in our Teya General Terms. Further, you acknowledge that the right to decide your eligibility for accessing and using the Payment Services rests solely with us and is subject to our discretion.
3. Information & access
3.1 In addition to the information provision obligations outlined in the Teya General Terms, it's imperative that you promptly notify us in writing of the following situations:
(a) actual or suspected breaches of security relating to your Merchant ID(s);
(b) loss, theft, misappropriation, or actual or suspected unauthorised use of your payment terminal(s) or any other systems, software, or hardware utilised for submitting Transactions to Teya;
(c) significant changes to your operations;
(d) any alterations in your business's authorised signatories;
(e) any changes in the beneficial ownership and/or ownership structure of your business; and
(f) any situations that may hinder your compliance to these Payment Terms.
3.2 Teya may ask for more information from you at any point. For instance, we might request invoices from your suppliers, invoices or receipts issued to your customers, government-issued identification like a passport or driver's license, a business license, bank statements, financial data, or other pertinent details. If you don't provide this information when asked, your Merchant ID(s) could be suspended or terminated.
3.3 Upon request by Teya, the Network, or any authority with jurisdiction over Teya, you are required to grant access to your Card acceptance equipment and systems to certification authorities and/or investigators. Furthermore, you allow Teya, the Networks, and/or any authority with jurisdiction over Teya to access your premises at any given time. This is applicable without the need for any prior notification, except in cases where prior notice is mandated by Applicable Law, with the intention of auditing your adherence to these Payment Terms.
4. Fees, Payout & Deductions
4.1 For the use of the Payment Services you agree to pay the Fees assessed and calculated by us in accordance with the: (a) fee schedule available on our website; (b) the Fees set out in a Notice (such as in your welcome email, and as amended from time to time); and/or (c) otherwise agreed between you and Teya, all of which are incorporated into these Payment Terms by reference. Where applicable a combination of Fees from the aforementioned sources may be applied.
4.2 Teya offers two Fee structures for accepting Card Transactions through Teya’s Payment Services: Blended Rates and Unblended Rates. Eligibility for these rates is determined by us.
4.3 By agreeing to these Payment Terms, you opt for Blended Rates (unless otherwise agreed). You understand that you are getting one single Fee for Card Transactions, which covers all costs and fees charged by Card Issuers and Networks. This fee doesn't change based on categories, brands, or countries of issuance, even if the Interchange Fees vary. You also acknowledge and request that we don't provide detailed breakdowns of the distinct Network and Card Issuer fees, and we aren't obligated to present these details either under these Payment Terms or in any other context.
4.4 With respect to Blended Rates, you recognise that the underlying Interchange Fee and other card-related fees are determined by Teya, based either on the Merchant Activity data you supply or on business assumptions derived from your feedback. Should the real Merchant Activity substantially deviate from your provided data or feedback, we reserve the right to immediately adjust the Blended Rate accordingly, reflecting the current Merchant Activity attributes. This adjustment is due to, without limitation, specific transaction types, like those made with credit Cards issued outside of Europe for European businesses or business cards, incurring higher fees from the Networks compared to transactions with European-issued Cards.
4.5 If you choose Unblended Rates, subject to availability, you acknowledge and agree that the Network Fees and Interchange Fees can change, as set by Networks and Card Issuers. As a result, we may adjust those Network Fees and/or Interchange Fees without giving you advance notice.
4.6 Subject to any withholdings, Reserves, or any other events under these Payment Terms which allow Teya to delay Payouts, Teya strives to remit funds from processed Card Transactions that occur on a given Business Day to your Payout Account on the following Business Day (unless otherwise agreed, and in any case not a Business Day later than once Teya receives the funds from the relevant Networks). If the Transactions are received on a non-Business Day, the Payout will be initiated by Teya on the next Business Day, subject to the above. Please note that any relevant Fees for our Payment Services, as well as any other outstanding debts you have with us, will be subtracted from the Payout. For clarity, Teya:
(a) will not incur any obligation to pay interest on Transactions from the date they are submitted or on any funds Teya holds; and
(b) is not obliged to remit any Payouts until Teya receives the relevant funds from the Networks.
4.7 Unless we have agreed otherwise, your Payout currency will match the currency of your business's registered location.
4.8 Teya will deduct all Fees linked to your use of the Payment Services from your Payouts, including but not limited to:
(a) all Fees;
(a) any amounts due to a Chargeback and related fees;
(b) any processed Refunds;
(c) any additional charges or deductions that Teya is authorised to make under the Payment Terms, any other Additional Terms, or the Teya General Terms;
(d) any other amounts you owe to Teya under these Payment Terms or due to your violation of these Payment Terms, including those arising from actual or suspected illegitimate Transactions, currency conversion expenses, reimbursement of third-party processor fees, reimbursement of any fines and assessments (like those from the Networks), and indemnity or damages payments;
(f) any tax or governmental charges, including value-added tax, imposed on any amounts Teya has to pay you under these Payments, which Teya will charge to you and remit to the relevant authority; and
(g) adjustments in case of an incorrect Payout.
4.9 Fees tied to the processing of your Transactions become payable as soon as a Transaction is presented to Teya for processing. Any Fees connected to Chargebacks are payable the moment the Chargeback process is started. All other Fees are due when Teya provides the service, when Teya requests payment, or when Teya is otherwise entitled to payment in line with the stipulations of these Payment Terms.
5. Deferred Payouts, Reserve & Protective Measures
5.1 Teya can decide to delay or hold back Payouts at its discretion. Reasons for doing so may include, but are not limited to:
(a) if any Transactions appear suspicious or invalid, Teya can delay Payouts until we are confident about their authenticity;
(b) Payouts can be deferred if Teya, or any other authorised party or institution, has requested information from you in accordance with these Payment Terms. The Payout(s) will be delayed until the necessary information is adequately provided;
(c) if you breach these Payment Terms and/or Network Rules, Teya can delay Payout(s) until the breach is rectified and all ensuing liabilities are resolved by you;
(d) if there are suspicions of fraud or potential infringement of these Payment Terms and/or Network Rules, Teya can withhold payment until the completion of its investigation and when it's convinced of no fraud or infringement occurrence;
(e) in the presence of Chargebacks, Refunds, or any other actions that Teya deems could pose a financial risk, the release of Payout(s) may be held back until an investigation assures no imminent financial risk;
(f) if Teya reasonably anticipates that the Transaction amounts won't adequately cover your future obligations towards it, including any Fees, Chargebacks, or Refunds, it can defer Payout(s) until it's convinced of sufficient future coverage;
(g) if Teya has reason to believe you will not be able to meet your financial obligations towards Teya, we might pause Payouts until these concerns have been resolved;
(h) if any Network instructs or mandates, Teya can delay Payout(s) for the duration instructed or required by the relevant Network; and
(i) if Teya believes that it's prohibited by Applicable Law to make payment to you, it can delay Payout(s) until it's convinced that the Payout is lawful.
5.2 Teya can change or give more reasons for suspending Payouts if we get new information that makes this necessary.
5.3 You agree that we can use withheld Payouts to create a Reserve when we deem necessary. By agreeing, you give us a security interest in and lien on any funds held in the Reserve. This Reserve acts as a safeguard for our interests, and we can subtract any amounts you owe us under these Payment Terms, including any negative balance in associated with your Merchant ID(s), without having to notify you beforehand.
5.4 In the event that you owe an amount that exceeds the funds held in the Reserve, you agree to promptly, but no later than three (3) Business Days following our demand, remit the outstanding balance to us.
5.5 We may also deduct, recoup, or offset any Fees or other amounts owed by you under the provisions of these Payment Terms or any other agreements that may exist between you and us or any of our Affiliates (including any other Teya Company). This right may be exercised, without limitation, by deducting the relevant amounts from your Merchant ID(s) balance, Reserve, any Payouts that are due to you, or any other funds held by us that are payable to you.
5.6 To supplement the protective measures outlined in these Payment Terms, Teya, where legally permissible, has the authority to deduct from the Payout, Reserve, or any sums otherwise payable to you, against any debt you owe to any Teya Company under any contract. Should the amount you owe to any Teya Company surpass your Payout, Reserve, or any sums otherwise due to you, we retain the right to charge or debit a payment method linked to your Teya Account or any Services. Failing to pay the amounts you owe to Teya immediately upon request constitutes a breach of these Payment Terms. Furthermore, you'll be responsible for all costs we encounter during the debt recovery process, including but not limited to legal fees, collection agency fees, and any applicable interest.
6. Term & Termination
6.1 Unless otherwise agreed, these Payment Terms will continue to apply from the date they become effective until terminated by you or us.
6.2 As outlined in the Teya General Terms, we reserve the discretion to immediately terminate these Payments Terms, unless otherwise required by Applicable Law, and the same right extends to you, unless a different arrangement has been agreed upon by Teya and yourself. If the Applicable Law obligates a minimum notice period, we will comply with these periods. However, if you have the potential to waive such rights, they'll be considered waived upon your acceptance of these Payment Terms.
6.3 Besides Teya's general authority to terminate these Payment Terms without notice, and supplementary to the termination rights articulated in the Teya General Terms, we retain the right to immediately terminate these Payment Terms under the following circumstances (without limitation):
(a) If Teya is legally compelled to terminate these Payment Terms due to Applicable Law, a Network, the Network Rules, or any authority overseeing its operations to end these Payment Terms;
(b) If it becomes illegal for Teya to continue offering the Payment Services to you;
(c) If you have supplied, or we reasonably suspect that you have supplied, misleading, incomplete, or false information to Teya in relation to the application, entry into, and/or operation of these Payment Terms;
(d) If you are, or we reasonably suspect that you are, violating the Network Rules and/or any Applicable Law;
(e) If you have submitted, or we reasonably suspect that you have submitted, illegitimate Transaction(s) to us;
(f) If there is a significant shift in the nature of your business;
(h) If your business merges with another entity and/or there is a change in the control of your business;
(i) If you, through your actions or omission, do something that we reasonably believe harms or could harm our or a Network's brand, image, reputation, or goodwill or could otherwise inflict damage or loss to the goodwill of a Network or Teya;
(j) If any incident or series of events, whether related or not (including, but not limited to): i) irregular Card sales, excessive Chargeback and Refund ratios as reasonably determined by us; ii) signs of fraudulent or illegitimate Transactions; and/or iii) any significant adverse change in your business assets or financial condition occurs that, in Teya's opinion, may impact your ability to fulfil any or all of your obligations under these Payment Terms;
(k) If you fail to pay any amount due to Teya according to these Payment Terms, and such failure has not been remedied within fourteen (14) days of us notifying you;
(m) If you haven't provided, within seven (7) days of receiving our request, information that Teya deems necessary, such as for Teya’s risk assessment and due diligence;
(n) If you haven't provided any collateral within seven (7) days of receiving Teya’s request;
(o) If you reject any provision of these Payment Terms; and
(q) If your operations no longer align with Teya’s risk appetite.
6.4 Teya retains the authority to immediately terminate the Payment Terms related to one or more Payment Methods, while maintaining the Payment Terms for other relevant Payment Methods, without any prior notification. Furthermore, Teya reserves the discretion to suspend or cease any payment solutions or individual service components linked with the Payment Services, such as MOTO or Pay By Link, without giving any notice, unless otherwise required by Applicable Law.
7.1 As detailed in the Teya General Terms, we can modify these Payment Terms by providing a Notice that we consider reasonable, unless a specific notice period is legally mandated, in which case we'll adhere to the Applicable Law. However, any rights you might have to waive such periods will be seen as waived when you agree to these Payment Terms.
7.2 An Amendment will become effective on the date stated in the Notice, and your continued usage of the Payment Services after the modifications take effect signifies your acceptance of the updated Payment Terms or Fees as relevant, unless you terminate these Payment Terms before the Amendment takes effect. If you disagree with the Amendment, you can terminate these Payment Terms free of charge and with immediate effect any time before the proposed Amendment takes effect.
7.3 Teya reserves the right to modify the exchange rates with immediate effect and without any prior notification.
8. Record of Transactions
8.1 We will provide you with access to your Transaction data through the Business Portal, which includes downloadable reports. The details furnished will encompass the Fees linked to the Transactions you process, reference numbers, and the Transaction amount in the credited currency. By agreeing to these Payment Terms, you are authorising and requesting us to compile this information for all Card Transactions categorised by brand, payment method, and types and rates of Interchange Fees, if applicable. We will make this information available to you through the Business Portal and/or email, on a monthly basis at a minimum.
8.2 Unless otherwise stipulated by Applicable Law, you alone are responsible for: (a) preserving a permanent record of all Transactions and corresponding data connected to your use of the Payment Services, and (b) reconciling all Transactional information related to your use of the Payment Services. If you observe any errors or unauthorized Transactions, it's crucial that you contact us without delay.
9. Prohibitions & Limitations
9.1 You will comply with all Applicable Law and only accept Cards for Transactions that are allowed by Applicable Law. Along with any other obligations, restrictions, and limitations stated in these Payment Terms, you agree to not:
(a) set minimum prices for Card acceptance;
(b) charge extra fees for Card use unless allowed by Applicable Law and Network rules;
(c) use Card credit for cash advance;
(d) use the Payment Services outside of your registered country of business (unless authorised to do so);
(e) discriminate between Cards unless allowed by Applicable Law and/or Network Rules;
(f) process Transactions not from selling your products or services;
(g) process known or suspected fraudulent Transactions;
(h) act as an intermediary or aggregator for the Payment Service;
(i) process Transactions to refinance Customer obligations;
(j) ask Customers to waive dispute rights;
(k) request Customers to reveal PIN numbers;
(l) print PIN or Card numbers on receipts;
(m) process a single purchase as multiple Transactions;
(n) refund Transactions to a Card that was not originally used to make such transactions; or
(o) override the selection of Card Network for Transactions made with co-branded Cards.
9.2 By accepting these Payment Terms, you agree not to utilise the Payment Services for accepting Transactions related to the businesses that could adversely impact our image or business standing.
9.3 We reserve the right to decline authorisation or withhold a Payout for any Transaction submitted by you if we believe it violates these Payment Terms or any other agreement with Teya, or poses a risk to you, your Customers, other Teya customers, our processors, or a Teya Company. This includes situations such as fraud and illegal activities, including submitting Transaction information that you should have known is against Applicable Law.
9.4 You acknowledge that the proper use of security measures can prevent fraud and accept potential responsibility for fraudulent Transactions that occur due to a failure to use such measures. Further, you agree to implement proper security measures for processing Transactions, such as requiring Customers to use chip and PIN technology and providing a secure location for entering PINs. You must not request signatures or other forms of identification instead of PINs.
10. Network Rules & Payment Methods
10.1 The Payment Services are governed by the Network Rules and may also have additional Payment Method Terms established. The Network Rules and Payment Method Terms will be considered part of your agreement with us. Access to substantial portions of the Network Rules can be obtained by the public through the websites of:
(b) http://www.mastercard.com; and
10.2 The Payment Terms may include a number of specific Payment Method Terms, which can be viewed under the ‘Supplementary Terms’ section, and are considered part of these overall Payment Terms:
10.3 You agree to abide by the Network Rules and the Payment Method Terms, which hold precedence over these Payment Terms with respect to the related Payment Method in the event of any conflicts. In the event of any conflicting provisions between these Payment Terms and the Network Rules/Payment Method Terms, the following priority will be observed: (i) Network Rules, (ii) Payment Method Terms, and (iii) these Payment Terms, unless otherwise stated in specific Payment Method Terms.
10.4 We may modify and/or discontinue the available Payment Methods at any time and Network Rules and Payment Method Terms may also be updated periodically. These changes can be made by us or the Networks, without prior notice (to the extent permissible by Applicable Law), but we will endeavour to inform you beforehand. Your continued use of the relevant Payment Methods confirms your acceptance of these changes.
10.5 We reserve the right to adjust these Payment Terms without notice to the extent permissible by Applicable Law, if required by the Networks, to comply with the Network Rules or address any changes in the Payment Services.
10.6 The Networks retain the right to enforce any aspect of the Network Rules and to prohibit any actions that may cause harm or pose a risk of harm to the Networks, such as harm to their reputation or damage to the integrity of the interchange system, or to confidential information. You agree not to interfere with the exercise of this right by the Networks and to assist Teya in addressing any security breaches related to the protection of confidential data.
10.7 In accordance with the regulations set forth by the Networks, your use of the Marks belonging to the Networks is subject to their respective guidelines. As such, it is your responsibility to thoroughly familiarize yourself with these requirements and to maintain strict compliance at all times. The ownership of these Marks by the Networks is unassailable and exclusively theirs. You covenant not to challenge this ownership in any manner and understand that the Networks may, at their discretion, prohibit your use of the Marks without prior notice and for any reason.
10.8 Furthermore, to ensure compliance with the Network Rules we reserve the right to request modifications to your website or other advertising materials, including the use of the Network Marks.
11. Your Obligations
11.1 You agree to abide by all instructions provided by us in regard to accepting and authorising payment Transactions. You must ensure that all employees and authorised representatives handling payment Transactions on your behalf are familiar with these Payment Terms and have received proper training.
11.2 You further agree not to accept any Transactions made using a payment Card that is missing typical elements, appears tampered with, or has expired.
11.3 You are responsible for reviewing your Transaction history and promptly refunding any mistakenly received payments or overpaid amounts to the respective cardholder.
11.4 You agree to provide accurate and truthful descriptions for all payment Transactions processed through the Payment Service. The descriptions must accurately reflect the products and/or services being purchased. You must also provide a receipt of the payment, if required by Applicable Law or the Network Rules, to the Customer.
11.5 You are responsible for promptly reviewing any statements we provide, such as invoices or Payout statements, as well as Transactions, including Refunds, Chargebacks, or any other payments or charges made to you or the cardholder. If you believe that any statement or Transaction is incorrect or incomplete, you must raise objections without delay. Failure to do so in a timely manner will be considered approval unless the error was made by us. If an error was made by us, you must inform us promptly, and no later than 13 months from the date the payment Transaction was debited.
11.6 In the situation where you've decided to offer acceptance only for specific Cards or other payment tools of a Network, you are required to notify Customers about this in a distinct and unambiguous way, simultaneously as you inform Customers about the acceptance of other Cards and payment instruments of the corresponding Network. During instances of Card present transactions, this information must be noticeably displayed at your business establishment's entrance and the checkout, but concerning Card not present Transactions, or remote sales, on your website or any other relevant electronic or mobile platform. The information has to be given to the Customer well before the Customer engages in a purchase agreement with you.
11.7 Unless stated otherwise and approved by us, you will bear sole responsibility for securing and upkeeping a suitable sales system and/or payment terminal at your own expense. This is to enable the acceptance of Cards as a form of payment and to meet the obligations outlined in these Payment Terms.
11.8 When we supply Teya Hardware for lease, you consent to return such equipment to us immediately, and in any event no later than five (5) days following the termination of these Payment Terms. Should you neglect to do so, we retain the right to bill you for the full cost of the applicable Teya Hardware.
12. Errors & Unauthorised Transactions
12.1 We will rectify any Transactions that have been improperly executed due to our fault. If such an error leads to a reduced amount of funds received than what you should have received, we will offset the difference in your Payout Account. This adjustment will be done no later than the date the funds would have been received had the Transaction been correctly executed. However, if the error leads to an overpayment, we will retract the surplus from either your Payout Account or Payout. We can try to amend Transactions that you processed incorrectly, but you must inform Teya Support about the error. The scope of our correctional ability may be restricted by the Networks and our recovery capability.
12.2 As a payee, when you initiate a payment order via the Payment Services, we are accountable for the timely and correct transmission of the payment order to the Customer’s payment service provider. If we fail to achieve this accurately: (a) we will promptly re-send the faulty payment order to the payer’s payment service provider; and (b) if you request, we will make efforts to track down the incorrect Transaction and update you on the outcome.
12.3 We might be held responsible to you for any charges that you incur and any interest that you need to pay due to our failure to transmit your initiation of a payment order on time or accurately.
12.4 In case of a delayed transmission of a payment order initiated by or through you, the Transaction amount will be reflected in your Account no later than the date the funds would have been reflected had the transaction been correctly executed.
12.5 If you do not promptly inform Teya Support about any unauthorised or incorrectly executed Transaction upon becoming aware of such a Transaction, and definitely no later than 13 months after its appearance in your transaction history, we will not be obliged to correct or remedy that Transaction, unless we have failed to notify you of the Transaction.
12.6 If there is suspicion or occurrence of fraud or security risks, we will inform you through a secure communication channel. If you receive any communication that does not follow this process, please inform us by reaching out to us.
13. Refunds and Returns
13.1 All requests for Refunds or adjustments on returned products or services must be submitted through the Payment Service in accordance with these Payment Terms and the relevant Network Rules. The responsibility for accepting and handling returns of your products or services lies solely with you. Refunds and adjustments for Card Transactions must be made to the Customer's Card. You agree to:
(a) have a fair return, cancellation, or adjustment policy in place;
(b) inform Customers of your return or cancellation policy at the time of purchase;
(c) not provide cash refunds to Customers for Card Transactions unless legally required; and
(d) not accept cash or any other form of compensation for processing a Card Transaction Refund.
13.2 Further, you acknowledge and accept that a Customer may be eligible for a full refund from their payment provider for any authorised Transaction initiated by you under the following conditions:
(a) the authorisation did not specify the exact Transaction amount at the time of authorisation; and
(b) the Transaction amount exceeds what the Customer could reasonably expect based on their past spending habits, the conditions of the authorisation, and the specific circumstances.
13.3 To process a Refund through the Payment Service, the amount must match the exact total of the original Transaction, including taxes and handling charges. Refunds may not surpass the original sale amount, except for reimbursement of any shipping costs incurred by the Customer for product returns.
13.4 If a Refund is processed, we will subtract the Refund amount (including any associated fees) from the funds that are owed to you from previous or subsequent Transactions. If there are insufficient funds, we are not obligated to process the Refund. If the Refund is processed despite this and it leads to a negative balance in your Merchant ID(s), you agree to immediately repay all funds owed to us upon request. Please be aware that Fees related to the refunded Transaction are non-refundable. You are not entitled to any reimbursement of any Fees or other amounts paid or payable to Teya in respect of the original Transaction which is refunded.
13.5 Teya reserves the right to suspend or impose limitations on your ability to issue Refunds through Teya's Payment Services at any time.
14.1 In some instances, a Transaction may be subject to a Chargeback and charged back to your Merchant ID(s). This may occur if:
(a) the Customer is not authorised to use the Card or Payment Method;
(b) the Transaction is disputed by the Customer;
(c) the Transaction is reversed for any reason by the relevant Network, the Customer or any other entity possessing the authority to effect such a Reversal;
(d) Customer Card issuing banks require Reversal or cancellation of the Transaction; or
(e) we have any reason to believe that the Transaction was not authorised, unlawful, suspicious, or in violation of these Payment Terms.
14.2 In the event of a Chargeback, you must comply with the Chargeback process and assume liability for any resulting debt which will become immediately payable to us.
14.3 In the event that a Chargeback arises, we reserve the right to undertake various measures to recoup the associated funds, including but not limited to, holding the Chargeback amount in a Reserve. We may also reclaim the amount of any Chargeback, as well as any fees, fines, or penalties imposed by a Network from your Merchant ID(s), including the Reserve, any Payouts due to you, or any Payout Account or payment instrument associated with your Merchant ID(s). If there are pending Chargebacks, we may defer Payouts to your Payout Account.
14.4 Furthermore, if we have reasonable cause to believe that a Chargeback is probable, we may temporarily withhold the potential Chargeback amount from Payouts that would otherwise be payable to you, until such time as:
(a) a Chargeback is determined due to a Customer complaint and in which case we will retain the funds;
(b) the period for a Customer to dispute the Transaction under Applicable Law or regulation has lapsed; or
(c) we determine that a Chargeback on the Transaction will not occur.
14.5 Should we be unable to recover funds related to a Chargeback for which you are held liable, you agree to promptly pay the full amount of the Chargeback upon demand. Additionally, you agree to cover all costs and expenses, including but not limited to, attorney's fees and legal expenses, incurred by us in the collection of any amounts owed by you.
14.6 Should you incur an excessive amount of Chargebacks, we reserve the right to impose additional conditions on your Merchant ID(s), which may include but are not limited to:
(a) imposing new Fees;
(b) implementing a Reserve to cover expected Chargebacks and related fees;
(c) postponing Payouts; and/or
(d) terminating these Payment Terms or suspending the Payment Services.
14.7 As a condition of using the Payment Services, you agree to extend your full cooperation, at your own expense, in any investigations we may initiate into your Transactions processed through the Payment Services. Should a Chargeback be successfully disputed, we shall release the relevant reserved funds back to your Payout Account. However, in the event that the dispute is not resolved in your favour by the Network or Card Issuer, or if you elect not to contest the Chargeback, we reserve the right to recoup the Chargeback amount and any associated fees from you.
14.8 It is imperative to understand that any delay on your part in assisting us during an investigation, including the provision of necessary documentation, may result in an irreversible Chargeback. You acknowledge that you shall not bill or otherwise collect payment from any Customer for a purchase or payment, unless Chargeback rights have been exercised and you possess the legal right to do so.
14.9 The conversion of Chargeback amounts received in a currency other than the Payout currency for your Merchant ID(s) will take place on the date that Teya receives the Chargeback. You will be responsible for any exchange rate differences, which could either reduce or increase the settlement amount in the relevant settlement currency.
15. Security & PCI Compliance
15.1 Should we identify potential or actual fraudulent activity or security threats, we will securely communicate this to you. If you receive any communications that do not align with this secure procedure, please report them to us via Teya Support immediately.
15.2 Should you be engaged in the storage, processing, or transmission of customer data, you are required to abide by the Payment Card Industry Data Security Standards (PCI-DSS) as well as any additional requirements specified in the Network Rules. In the event of a forensic investigation, you agree to provide cooperation as requested by us.
16. Additional Indemnity, Representations & Warranties
16.1 In addition to the indemnification provisions outlined in the Teya General Terms, you agree to indemnify, defend, and hold harmless ourselves and our processors (as well as their respective employees, directors, agents, affiliates, and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable legal fees) that may arise from any claim, action, audit, investigation, inquiry, or proceeding instituted by a third party and that relate to or result from any Transaction submitted through the Payment Services by you (including but not limited to the accuracy of any content or information provided by you regarding a product, service, or transaction, or any claim or dispute arising from products or services offered or sold by you), including any fines or assessments as a result of non-compliance with the Network Rules or other regulations.
16.2 In addition to the representations and warranties outlined in the Teya General Terms, with every Transaction processed through the Payment Services, you make the following representations, warranties, and covenants to us:
(a) the Transaction constitutes a legitimate sale;
(b) the description of goods and/or services provided to the Customer is accurate;
(c) you shall fulfil all obligations to the Customer and will handle any disputes or complaints directly with them;
(d) your business and the transaction comply with all Applicable Laws;
(e) you are not engaging in Transactions that represent sales to any principal, partner, proprietor, or owner of your entity or business, except in the ordinary course of business; and
(f) you are not processing Transactions involving your own cards.
17. Third-party services
17.1 When our Services are provided in collaboration with a third party through their mobile application, website, or other software, your dealings with that third party will be governed by a separate agreement between you and them. Our sole responsibility lies in the Payment Services we offer as part of the third party's services. We do not bear any responsibility for the operation of the third party's services. If agreed upon between you and the third party, we may also collect fees on their behalf.
18. Dynamic Currency Conversion
18.1 If an eligible Customer chooses DCC for payment in the Customer Currency instead of the Domestic Currency, the following applies to each DCC Transaction:
(a) the cost of the relevant goods or services will be converted to the corresponding Customer Currency of the eligible Customer's Card at the time the Transaction takes place. This is done using the DCC Exchange Rate provided to us by our foreign exchange service provider on the day of the Transaction, in addition to any Conversion Cost as determined by us. We reserve the right to decide if any portion of this Conversion Cost will be shared with you; and
(b) the DCC Exchange Rate applied to each Transaction will be used for any Chargebacks or Refunds related to that Transaction.
18.2 It's important to clarify that Teya holds the right to modify its foreign exchange rate service provider at any given time, without any requirement for advance notice.
18.3 Your responsibilities are to:
(a) ensure that your staff receive adequate training regarding eligible Customers' use of DCC, and keep your staff updated on any changes to DCC;
(b) avoid intentionally misrepresenting any element or feature of DCC; and
(c) abide by the stipulations of the customer operating instructions and Network Rules that relate to the provision of DCC.
19. Complaints, Governing Law & Disputes
19.1 In the event of any dissatisfaction with the Payment Services, kindly direct your complaint to our customer support team. Our complaints procedure will be applied to all complaints received.
19.2 Within fifteen (15) Business Days from the date of receipt of the complaint, a comprehensive response will be provided via email. In exceptional situations where a full response cannot be promptly given, an explanation for the delay and an estimated timeline for a full reply will be communicated, not exceeding eight (8) weeks from the date the complaint was received.
19.3 Should our resolution not meet your expectations, the complaint may be referred to the Financial Ombudsman Service (FOS). Further information on the FOS can be found at www.financial-ombudsman.org.Uk, Further information can also be found on the Teya Help Centre.
19.4 These Payment Terms shall be governed by and construed under and in accordance with English law, without giving effect to conflict of law principles. To the extent that English law is in conflict with laws of your country of residence, English law shall prevail to the maximum extent possible.
19.5 Without prejudice to the foregoing and to the extent permissible by Applicable Laws, disputes arising out of or in connection with these Payment Terms, or its subject matter or formation, shall be settled by the English Courts. Despite the above, Teya reserves the right to bring any claims (including injunctive relief) against you in the jurisdiction where you are registered, domiciled or otherwise located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.
20.1 For the avoidance of doubt, provisions around general terms not covered in these Payment Terms, including but not limited to intellectual property, data, taxes, limitation of liability, warranties, severability and force majeure shall be governed by the Teya General Terms.
21. American Express Terms
21.1 The provisions set out in this section are applicable to you to the extent you have American Express enabled as a Payment Method for your Merchant ID(s).
21.2 You agree:
(a) not to engage in any marketing or promotional activities that are detrimental to American Express’ business or the American Express brand and if these Payment Terms are terminated to remove all American Express identification, logos and decals from your premises and/or website immediately;
(b) to comply with the American Express Data Security Operating Policy which may be amended from time to time;
(c) disclose your refund policy at the time of the purchase and in compliance with Applicable Law;
(d) for Card not present Transactions more than seven (7) days following receipt of the original authorisation code obtain another authorisation code before shipping or delivering an order;
(e) maintain customer service information that is readily available for review by your Customers, which should include at minimum, customer service e-mail and telephone number;
(f) indicate your acceptance of American Express Cards whenever you communicate the Payment Methods you accept to Customers and display American Express marks in accordance with American Express’ guidelines;
(g) not to criticize or mischaracterize the American Express Card or any of American Express’ services or programs;
(h) not to use the American Express Card to verify a Customer’s age; and
(i) for Transactions related to the provision of services, not to process such Transactions on American Express Card until after the services have been rendered.
Teya Payments (to be replaced)
I. Introduction and Entry into the Merchant Agreement
These Terms and Conditions apply to the relationship between Teya Iceland hf. (“Teya” or the “Acquirer”) and a merchant (the “Merchant”) that is engaged in the sale of goods and/or services and has entered into a framework Merchant Agreement with Teya with respect to the acquistion of certain of the Merchant’s transactions by Teya.
Teya is a credit institution incorporated in Iceland with registered number 440686-1259, and is authorised and regulated by the Icelandic Central Bank - Financial Supervisory Authority. The register of Icelandic credit institutions can be found at the website of the Icelandic Financial Supervisory Authority www.en.fme.is/. Teya’s registered address is Katrínartún 4, 105 Reykjavík, Iceland.
Teya is deemed authorised and regulated by the Financial Conduct Authority. The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available at www.fca.org.uk. Teya is also authorised to provide cross-border services in the field of payment services in a number of other jurisdictions.
Teya is a member of the Card Schemes, licensed to acquire transactions and process them for authorisation, clearing and settlement purposes.
These Terms and Conditions (as they are at any given time), together with the Merchant Application Form and any schedules to the Merchant Application Form (as applicable), the Data Processing Agreement, the Fees, the Tariff, any security instructions, measures and/or guidelines and any other documents identified from time to time as being part of the Merchant Agreement, form the “Merchant Agreement”.
Pursuant to, and on the terms of, the Merchant Agreement, the Merchant is authorised to make available to its customers a convenient means of purchasing goods and/or services through the use of Cards issued under the marks of the Card Schemes. These Terms and Conditions set out the terms on which the Merchant may accept properly presented Cards as a means of payment and submit transactions to Teya for authorisation, clearing and settlement purposes.
The Merchant Agreement becomes effective as soon as: i) the Merchant indicates its acceptance of the Merchant Agreement; or ii) the Merchant starts using Teya’s acquiring services.
II. Interpretation and Definitions
1.1.Any references in the Merchant Agreement to any law, regulations or rules, including the Card Scheme Standards, shall be to such law, regulations or rules as they may be amended, extended or re-enacted from time to time.
1.2.A reference to these Terms and Conditions, the Merchant Application Form, the Merchant Agreement or to any other agreement or document referred to in the Merchant Agreement is a reference to such agreement or document as varied or novated from time to time.
1.3.Should any provision of these Terms and Conditions conflict with the Merchant Application Form or any other agreement negotiated and entered into between by Teya and the Merchant, the Merchant Application Form or such other agreement (as applicable) shall prevail.
1.4.Should any provision of the Merchant Agreement conflict with Card Scheme Standards, the Card Scheme Standards shall prevail.
1.5.Headings in the Merchant Agreement are for convenience only and shall not affect the interpretation of the Merchant Agreement.
1.6.Any capitalised terms used in these Terms and Conditions which are not defined herein shall, to the extent the context permits, have the same meanings as in the Merchant Application Form and/or the Card Scheme Standards as appropriate.
1.7.Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.8.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.9.Unless otherwise stated, any reference to any person shall include its permitted successors, transferees and assignees.
1.10.Any obligation on the Merchant not to do something includes an obligation not to allow that thing to be done.
1.11.Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1.In the Merchant Agreement, where the context permits, the following terms shall have the following meanings:
3D Secure: A security protocol such as Mastercard SecureCode or VerifiedbyVisa used to prevent fraud in transactions with Cards online.
Account Data Compromise Event: An occurrence that results, directly or indirectly, in the unauthorized access to or disclosure of account data.
Banking Day: A day on which banks are open for business and dealing in the Settlement Currency in Reykjavik, the jurisdiction where the Merchant is domiciled and the jurisdiction of the Settlement Currency.
Teya’s Marks: Teya’s name, logo, trade marks (whether registered or unregistered) and any other words, symbols or colours that convey Teya’s identity.
Card: A valid payment card issued under a Card Scheme’s issuing license or in any other way approved by the Card Scheme.
Card Account Number: Card Account Number or Primary Account Number (PAN) is a numerical code that uniquely identifies the Cardholder’s account.
Card Issuer: A Card Scheme Member that issues Cards to Cardholders pursuant to a Card Scheme.
Card Not Present Transaction: Any Transaction which is not a Card Present Transaction. For the avoidance of doubt, any Transaction which is completed on a non-face-to-face basis, including mail order/telephone order (MO/TO) Transactions, electronic commerce (eCommerce) Transactions, and transponder Transactions, are Card Not Present Transactions.
Card Present Transaction: A Transaction that is completed at a manned terminal by the Merchant or one of its representatives where both the Cardholder and the Cardholder’s Card are present at the point of sale, a transaction completed at an ATM, a manned terminal with a smartphone or at a Cardholder Activated Terminal (CAT).
Card Scheme Marks: The proprietary combination of names, symbols, and colours that visually convey a Card Scheme’s identity.
Card Scheme Member: A member of one or more Card Schemes.
Card Scheme Standards: The rules and standards promulgated by the Card Schemes with respect to the Card Scheme Members and activities that use and/or otherwise involve Cards and/or any of the Card Scheme Marks. The Card Scheme Standards are available to Merchants on the Card Schemes’ websites. Each Card Scheme has the sole right to interpret and enforce its Card Scheme Standards.
Card Schemes: Visa Inc., Mastercard Worldwide, Unionpay International and such other international or local Card Scheme as notified by Teya from time to time, and each such scheme is a “Card Scheme”. A “relevant Card Scheme” is each Card Scheme specified in the Merchant Application Form as a Card Scheme whose Cards the Merchant is authorised to accept as a means of purchase for valid Transactions.
Card Security Code: A Security number that can be found on the backside of a Card (CVC2/CVV2/CVD/CID/CAV2) and is used to complete a Card Not Present transaction.
Cardholder: An individual to whom a Card is issued, or who is authorised to use such Card.
Chargeback: A procedure defined in the Card Scheme Standards whereby a Card Issuer may claim back all or part of a Transaction amount from Teya, which may in turn, be claimed from the Merchant by Teya.
Chargeback Fee: A Fee charged by Teya to the Merchant for each Transaction charged back, as set out in the Merchant Agreement.
Chip Transaction: A Transaction made by the Cardholder inserting his chip Card into a Chip-capable POS terminal.
Contactless Transaction: A Transaction made by the Cardholder tapping his contactless Card or device at a checkout.
Credit-Refund Voucher: Any electronic or paper records the Merchant may use for the purpose of recording a Refund.
CVM (Cardholder Verification Method) limit: A limit set by the Card Schemes for certain types of transactions.
Data Processing Agreement: The data processing agreement between Teya and the Merchant setting out the terms on which personal data in relation to Cardholders and/or Transactions is processed.
DBA Name: The Merchant’s “doing business as” name, which is the name under which the Merchant presents its services to the market.
Dynamic Currency Conversion (DCC): A Card Present or a Card Not Present transaction where a cardholder has the option of paying in their billing currency when making an overseas transaction.
Excessive Activity: When during any calendar month, the Merchant’s Chargeback exceeds 1% of the Transaction Value of Transactions submitted and/or the Merchant’s fraudulent Transactions exceed 1% of the Transaction Value of Transactions processed.
Fees: All fees payable by the Merchant to Teya pursuant to the Merchant Agreement, including the Service Fees, Chargeback Fees, Transaction Processing Fees, Interchange Fees, Scheme Fees and SWIFT Settlement Fees.
Illegitimate Transaction: Any actual, attempted or purported Transaction which is not a valid Transaction, in particular:
-any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;
-any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;
-any Transaction for goods/services which are not of the type specified in the Merchant Application Form;
-any Transaction which is not genuine or which the Merchant knows or should have known is either fraudulent or not authorised by the Cardholder;
-any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules;
-any Transaction or supply of goods/services which contravenes any Card Scheme Standards;
-any Transaction or supply of goods/services which is in any manner contrary to the provisions of the Merchant Agreement; or
-any Transaction(s) entered into for the purpose of circumventing any of the above.
Instalment Payment Service: A service offered at the point-of-sale, giving the Cardholder the option to pay for an eligible purchases in equal monthly instalments, in accordance with a payment schedule, applicable interest rate, and fees (if any) offered by the participant Card Issuer.
Interchange Fee: A Fee paid by Teya directly or indirectly (i.e. through a third party) to the Card Issuer for each Transaction, which shall be reimbursed to Teya by the Merchant.
ISO: A Service Provider registered with the Card Schemes that provides ISO program services. ISO program services include Cardholder and/or Merchant Solicitation, Cardholder and/or Merchant Customer Service, Merchant education and training, and terminal deployment.
Merchant Account ID: A specific identifier that is used to identify the Merchant or its specific sales terminal or outlet. Where a Merchant is authorised under a Merchant Agreement to accept Cards as a means of payment at multiple sales terminals or outlets, the Merchant may be allocated multiple Merchant Account ID.
Merchant Application Form: Electronic application form for the Merchant and its business, as completed by the Merchant (or on its behalf).
Merchant’s Location: The Merchant’s Location as specified in the Merchant Application Form, the Merchant Agreement and/or in Teya’s systems.
Merchant Web Portal (B-Online): Teya’s web portal service provided to Merchants who have signed up for this service, which enables Merchants to review card transaction history and settlements, as well as receive notifications and correspondence from Teya, via a secured online system.
MCC: Merchant Category Code, which is a four-digit code used to identify the type of Merchant. The MCC is determined by the International Organization for Standardization.
Negative balance: When amounts of refunds, chargebacks, fees or other claims Teya has on the Merchant are higher than the Merchant’s unpaid settlement so that the Merchant is in debt with Teya.
PCI/DSS Standards: The payment Card Industry (PCI) Data Security Standard (DSS) is a worldwide information security standard assembled by the Payment Card Industry Security Standards Council (PCI SSC) and published on the website: http://www.pcisecuritystandards.org.
QPS: The Mastercard Quick Payment Service program.
Refund: A Transaction which is the opposite of a purchase transaction, namely, the Cardholder returns goods or cancels pre-paid services, or is otherwise entitled to a refund from the Merchant due to the Merchant’s failure to deliver some or all of the relevant goods and/or services, and is credited for their value.
Rolling Reserve: The rolling reserve fund which is collected by the Rolling Reserve Deduction in accordance with the terms of the Merchant Agreement.
Rolling Reserve Deduction: A specified percentage of the Transaction Value of all Transactions, without the required deductions, such as Teya’s service fees and chargebacks.
Scheme Fees: Fees imposed by the Card Schemes on Card-based transactions which are reasonably determined by Teya on a periodic basis. Details of the prevailing Scheme Fees shall be made available to the Merchant, in case of unblended Merchant Service Fees, via the Merchant Web Portal (B-Online).
Service Fees: Fees payable by the Merchant to Teya for services provided under the Merchant Agreement, including the “Merchant Service Fees”.
Service Provider: An institution or entity that provides certain defined services for one or more Card Scheme Members. A Service Provider shall be registered with the Card Schemes and may only perform the program services it is registered to perform.
Settlement Currency: The currency in which Teya shall make settlement payments to the Merchant. The Settlement Currency shall be as specified in the Merchant Application Form or otherwise agreed between Teya and the Merchant in writing from time to time.
Settlement Date: The date for payment of Settlement Value of Transactions as determined in accordance with the terms of the Merchant Agreement. The frequency of Settlement Dates and delay between submission and settlement shall be as specified in the Merchant Application Form or otherwise agreed between Teya and the Merchant in writing from time to time.
Settlement Value: The net amount expressed in the Merchant’s Settlement Currency resulting from the submission of valid purchase Transactions to Teya less all amounts Teya is entitled to deduct from, or set off against, the Transaction Value of Transactions, whether pursuant to the Merchant Agreement or by law.
SWIFT Settlement Fee: A fixed fee for each settlement through SWIFT, a society for worldwide interbank financial telecommunication, as set out in the Merchant Agreement.
Tariff: Teya’s relevant tariff document for the Merchant’s jurisdiction (as it is at any given time) setting out amounts and/or fees payable by the Merchant to Teya not set out in the Merchant Agreement. Teya’s tariff documents from time to time are accessible via Teya’s webpage.Where Teya does not have a specific tariff document for the Merchant’s jurisdiction, the fees as specified in the Merchant Agreement shall apply in place of the tariff.
Third Party Processor (TPP): A Service Provider that contracts with the Merchant for providing processing or other technical services. Any party that provides services related to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data is deemed to be a Third Party Processor.
Transaction: An act between a Cardholder and the Merchant that results in a transfer of funds to or from the Cardholder’s account. A Transaction will only be a “valid Transaction” if it complies with all of the following conditions:
-the Transaction is for goods and/or services supplied by the Merchant itself from the Merchant’s Location;
-the goods/services supplied by the Merchant are of the type specified in the Merchant Application Form;
-the Transaction, the goods/services supplied and the manner of supply are fully compliant with all applicable laws, regulations and rules;
-the Transaction, the goods/services supplied and the manner of supply are fully compliant with the Card Scheme Standards; and
-the Merchant has complied with all other provisions of the Merchant Agreement with respect to the Transaction and the goods/services supplied.
Transaction Processing Fee: A fixed fee per each authorised/settled Transaction and a fixed fee per each declined/voided Transaction, as set out in the Merchant Agreement.
Transaction Receipt: An electronic or paper record of a Transaction generated at the point of sale evidencing the purchase of goods or services or refund.
Transaction Value: The gross amount expressed in the Merchant’s Settlement Currency of Transactions submitted to Teya.
III. Merchant's rights and obligations
3. Card acceptance
3. Card acceptance
3.1.Subject to the Merchant’s compliance with the terms of the Merchant Agreement, the Merchant may accept Cards only of the type specified in the Merchant Application Form as payment for valid Transactions. Teya will acquire the Merchant’s valid Transactions and process them for authorisation, clearing and settlement according to the terms of the Merchant Agreement. Teya accepts no obligation to acquire any Transactions other than valid Transactions. Where the Merchant’s business involves any matters, which are covered by any special conditions of Teya from time to time (for instance in relation to e-commerce or gambling), those special conditions shall be part of the Merchant Agreement.
3.2.The Merchant shall be responsible for obtaining and maintaining at its own cost a suitable sales system and/or terminal(s) to enable it to accept Cards as a means of payment and fulfil its obligations under the Merchant Agreement.
3.3.The Merchant may not accept Cards as payment for Card Not Present Transactions, nor submit Card Not Present Transactions into interchange, unless it has been specifically authorised in writing to do so by Teya.
3.4.The Merchant’s operations shall be in accordance with all applicable laws, regulations and the Card Scheme Standards. The Merchant may not misrepresent itself as being a Card Scheme Member.
3.5.Without limitation, the Merchant may not accept Cards as payment for any of the following:
(a)any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;
(b)any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;
(c)any Transaction for goods/services which are not of the type specified in the Merchant Application Form;
(d)any Transaction which is not authorised by the Cardholder;
(e)any Transaction which is fraudulent or not genuine;
(f)any previously disputed Card charges, previous Card charges, payments in order to collect a dishonoured cheque, any debts that the Merchant has previously deemed uncollectable, or any similar charge or debt;
(g)any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules in either the Merchant’s jurisdiction or the Cardholder’s jurisdiction;
(h)any Transaction or supply of goods/services which contravenes any Card Scheme Standards;
(i)any Transaction or supply of goods/services which may damage the goodwill of the Card Schemes, Teya and or the Card Schemes’ payment systems and/or reflect negatively on the Card Scheme Marks and/or Teya’s Marks; or
(j)any Transaction or supply of goods/services which is in any other manner contrary to the provisions of the Merchant Agreement or entered into for the purpose of circumventing any provisions of the Merchant Agreement.
3.6.A Merchant must not impose, as a condition of a Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction.
3.7.For Card Present transactions involving co-badged Cards the Merchant may install automatic mechanisms in the payment terminal which make a priority selection of a particular payment brand or payment application. The Merchant may not however prevent the Cardholder from overriding such an automatic priority selection.
3.8.The Merchant may not require a minimum or maximum Transaction amount to accept a valid Card.
3.9.The Merchant is obliged to present its prices to consumers as full prices (unless it offers general discount) and may not add any amount or fee to its prices in case the consumer decides to pay with a Card unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.
3.10.The Merchant may not directly or indirectly require any Cardholder to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a Transaction unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.
3.11.The Merchant shall ensure that its DBA Name and location is stated in its customer support and is apparent at all points of interaction with Cardholders. The Merchant shall ensure that the Cardholder is easily able to ensure that the Merchant is responsible for the Transaction, including delivery of the goods or provision of the services that are the subject of the Transaction and for customer service and dispute resolution.
3.12.The Merchant may not disburse funds in the form of cash to a Cardholder unless the Merchant is authorised to participate in the relevant Card Scheme’s cash-back programme, or the Merchant is dispensing funds in the form of travellers cheques, travel money cards issued by a Card Scheme or foreign currency and is authorised by Teya to accept Cards for such purposes, in which case the Transaction amount shall not exceed the value of the travellers cheques, travel money cards or foreign currency plus the Merchant’s commission. In no circumstances may a Merchant disburse funds in the form of traveller’s cheques if the sole purpose is to allow the Cardholder to make a cash purchase of goods and/or services from the Merchant.
3.13.The Merchant shall be responsible for ensuring that all of its staff, officers and agents comply with the terms of the Merchant Agreement.
4. Requirement to honour all cards
4.1.Except where required by law or any instructions of the Card Schemes, the Merchant must not refuse to accept any Card based on the identity of the Issuer or the Cardholder.
4.2.The Merchant may request but must not require a Cardholder to provide additional identification as a condition of Card acceptance, unless such information is required to complete the Transaction, such as for shipping purposes, or the Card Scheme Standards specifically permit or require such information to be collected.
4.3.With respect to Cards which are issued within the EEA, the Merchant shall honour without discrimination all valid Cards presented by a Cardholder and which are regulated within the same interchange fee category. The Merchant may not engage in any acceptance practice that discriminates against or discourages the use of Cards in favour of any other form of payment unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction. The Merchant is however not required to accept debit Cards as a condition of accepting credit Cards, and vice versa. The Merchant is not required to accept Commercial Cards issued within the EEA.
4.4.With respect to Cards which are issued outside the EEA, the Merchant shall accept all valid Cards issued by the Card Schemes which it is authorised to accept Cards from.
5.1.The Merchant may only make Refunds to Cardholders in respect of prior Transactions with those Cardholders for the sale of goods or services.
5.2.A Refund may only be made to the Card which was used for the original Transaction which is being refunded. Each Refund shall be in the same currency as the original Transaction which is being refunded, and may be up to the value of the original Transaction but shall not exceed the value of the original Transaction, unless the Merchant is legally obligated to do so.
5.3.The Merchant shall pay to Teya the full amount of the Refund immediately upon demand, together with any Fees or other amounts payable by the Merchant to Teya under the Merchant Agreement because of the Refund. The Merchant is not entitled to any reimbursement of any Fees or other amounts paid or payable to Teya in respect of the original Transaction which is being refunded.
5.4.Except as required by Teya, the Card Scheme Standards or applicable law, the Merchant shall not make any other credit Transactions which result in a transfer of funds to the Cardholder.
5.5.At any given time, Teya is allowed to close for the Merchant’s refunds so that he will be unable to make any refunds through Teya’s system.
6. Confidentiality, account information and Transaction information security
6.1.The Merchant shall observe the strictest confidentiality in relation to Cardholder and Transaction information, and is responsible for ensuring the security of Cardholder and Transaction information.
6.2.The Merchant must ensure that its operations and processing, of Cardholder and Transaction information are in compliance with the PCI/DSS Standards and any other security requirements of the Card Schemes, whether the handling of data is done by the Merchant itself or outsourced to a third party. Teya reserves the right to request from the Merchant a confirmation that the Merchant has undergone a PCI scanning (QSA or ISA) and/or undergone annual assessment. The Merchant must ensure that all standard equipment that the Merchant buys or rents is PA-DSS certified.
6.3.The Merchant may not request or use a Card Account Number for any purpose other than as a payment for valid Transactions. The Merchant may not at any time request that the Cardholder completes a form by providing information on a Card Account Number, a Card expiration date, the Cardholder’s signature or any other Card account or Cardholder data where that information would be in plain view when mailed, for instance postcards. The Merchant may not at any time request the Card Security Code on any paper order form.
6.4.The Merchant shall under no circumstances store sensitive authentication data including Full track data (magnetic-stripe data or equivalent on a chip), Card Security Code and PINs/PIN blocks.
6.5.The Merchant shall, without any delay, alert Teya of any security breach or suspicion of security breach or Account Data Compromise Event. Teya may share such information with the Card Schemes and any applicable authorities. In the event of an actual or potential Account Data Compromise Event, Teya and/or the Card Schemes may request that a PCI PFI Forensic Investigator conducts an independent forensic investigation to assess the cause, scope, magnitude, duration, and effects of the Account Data Compromise Event or potential Account Data Compromise Event. The Merchant shall, without delay, fully co-operate with the PCI SSC Forensic Investigator for the duration of the forensic investigation and provide full access to its systems and databases. If not provided directly to them, the Merchant shall provide a copy of the PCI SSC Forensic Investigator’s report to Teya and the Card Schemes. If the findings of the PCI SSC Forensic Investigator show that the Merchant was not compliant with the PCI/DSS Standards at the time of the security breach or Account Data Compromise Event, and that the security breach or Account Data Compromise Event was a result of such noncompliance, the Merchant shall bear all costs of the investigations and/or any related assessment or damages and shall pay those to Teya on demand.
6.6.All third parties that provide processing services to the Merchant (Third Party Processors) such as but not limited to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data shall be correctly registered within the Card Schemes. The Merchant shall validate that its Third Party Processors are certified as compliant with the PCI/DSS Standards. The Merchant shall ensure that all its contracts with Third Party Processors contain a clause equivalent to clause 6.5. The Merchant shall not use any Third Party Processors without Teya’s written permission. The Merchant shall prevent the transfer of information regarding the Cardholder’s name or Card Account Number to any unauthorised third parties.
6.7.The Merchant may not inform any third party of the subject or content of the Merchant Agreement.
6.8.The Merchant shall at all times strictly follow and adhere to Teya’s security instructions and security guidelines, in whatever form they may be, in connection with the performance of the Merchant Agreement and/or when otherwise using Teya’s services including the Merchant Web Portal (B-Online). The Merchant shall also adhere to Teya’s instructions on necessary changes to the Merchant’s systems connecting to Teya. The Merchant is liable for any data breach with in his scope.
6.9.The autorized signatory of the Merchant is granted access to B-online and is responsible for the Merchant’s access as well as for granting access to other employees,as applicable.
7. Retention of records
7.1.The Merchant shall retain original legible copies of all Transaction Receipts, electronic data records and/or CreditRefund Vouchers with respect to all Transactions submitted to Teya, and any subsequent refunds made, pursuant to the Merchant Agreement for a period of five (5) years.
8. Obligation to provide Teya with information and access
8.1.The Merchant shall inform Teya in writing without delay of any of the following:
(a)actual or suspected security breaches or Account Data Compromise Events in accordance with clause 6.5;
(b)any loss, theft, misappropriation or actual or suspect unauthorised use of the Merchant’s terminals or other systems used for submitting authorisation requests and Transactions to Teya ;
(c)material changes to the Merchant’s operations;
(d)any changes to the Merchant’s authorised signatories;
(e)any changes to the beneficial ownership and/or ownership structure of the Merchant; or
(f)any circumstances which may prevent the Merchant’s compliance with the terms of the Merchant Agreement.
8.2.If requested by Teya, the Merchant shall confirm in writing without delay whether or not any of the events specified in clause 8.1 has occurred.
8.3.Teya may from time to time request the Merchant to provide copies of Transaction Receipts and/or, if applicable, any other documentation or data such as Customer Order Letters, electronic data records and/or Credit-Refund Vouchers in respect of Transaction(s) submitted to Teya, and/or any subsequent refunds made. The Merchant shall provide such copies to Teya within twenty (20) Banking Days of such request being received by the Merchant from Teya.
8.4.Teya is may perform a due diligence on the Merchant, its’ ultimate beneficial owners, directors, and authorized signatories according to laws on measures against money laundering and terrorist financing andthe Card Scheme rules. Teya is at any given time during the term of the Merchant Agreement to gather required due diligence information through third party systems or information providers which Teya has access to.
8.5.The Merchant shall promptly provide any other information and/or documentation reasonably requested by Teya, including requests for any customer due diligence information and/or information about the Merchant’s financial position including copies of the Merchant’s financial statements.
8.6.The Merchant shall, at the request of Teya, the Card Schemes and/or any authority having jurisdiction over Teya, grant certification authorities and/or investigators access to the Merchant’s Card acceptance equipment and systems.
8.7.The Merchant shall grant Teya, the Card Schemes and/or any authority having jurisdiction over Teya access to its premises including the Merchant Location at any time, and without any requirement of prior notice except where prior notice is required by law, for the purpose of auditing the Merchant’s compliance with the terms of the Merchant Agreement.
9. Merchant’s right to use the Card Scheme Marks and Teya’s Marks
9.1.Unless otherwise agreed with Teya and subject to clause 9.2, the Merchant agrees to display and exhibit (and keep displayed and exhibited) in a prominent position to the public such promotional sign or other material approved by Teya and may use names or designs approved solely by Teya to indicate which Cards are accepted for payment, which shall be displayed at least as prominently as other Card Scheme promotional sign or other material. The Merchant shall not use any other material referring to Teya or to any Card Schemes without Teya’s approval.
9.2.The Merchant is not required to display promotional signs or such other material if it is not engaged in selling services or goods to the general public or such practice is strictly prohibited by applicable laws or rules.
9.3.To the extent that Teya approves the use of any Card Scheme’s service marks or logos and/or Teya’s Marks, Teya represents to the Merchant that it is the registered user of Card Scheme’s service marks or logos, and that it is the owner of Teya’s Marks. To the extent that Teya approves the use of any Card Scheme’s service marks or logos and/or Teya’s Marks, Teya agrees to indemnify and hold the Merchant harmless from and against all claims arising out of the use by the Merchant of such service marks or logos in accordance with the terms of the Merchant Agreement and the Card Scheme Standards.
9.4.Teya and/or the Card Schemes may at any time and in their sole discretion notify the Merchant to discontinue any use or display of any of the Card Scheme Marks, Teya’s Marks and/or any use of other material referring Teya or to any Card Schemes. The Merchant shall immediately discontinue such use following receipt of a notice.
9.5.Nothing in the Merchant Agreement shall give the Merchant any rights of ownership in any intellectual property belonging to Teya or the Card Schemes. The Merchant’s sole right to use any intellectual property belonging to Teya or the Card Schemes shall be as set out in this clause 9.
IV. Transactions and submissions
10. Authorisation of Transactions
10.1.Subject to clause 10.3, the Merchant shall seek authorisation from Teya for every Transaction over the Merchant Floor Limit. The Merchant Floor Limit is the maximum value of a single Transaction that the Merchant may complete without Teya’s prior authorisation, and shall be the amount specified in the Merchant Application Form or as otherwise notified by Teya to the Merchant from time to time. If no Merchant Floor Limit is specified in the Merchant Application Form, the Merchant Floor Limit shall be zero and the Merchant shall seek authorisation from Teya for all Transactions. The Merchant shall ensure that it is identified in each authorisation request with the correct MCC.
10.2.Teya maintains an authorisation system, which may be accessed by direct electronic communications link. The Merchant may establish an on-line authorisation link between its sales system or terminal and Teya’s system. Unless otherwise agreed, the Merchant shall use the on-line link to authorise Transactions. The Merchant is responsible for ensuring that its equipment used to connect to the Teya’s authorisation system conforms to and is installed in accordance with the Card Scheme Standards and the Merchant Agreement.
10.3.In the event of a force majeure event that prevents the Merchant from communicating with Teya’s authorisation system and Teya’s nominated authorisation centre, the Merchant may submit unauthorised Transactions to Teya. The Merchant acknowledges that such Transactions may be at higher risk of being subject to Chargebacks as they may later be rejected by the Cardholder. For the avoidance of doubt, the Merchant is liable for all Chargebacks and related costs in accordance with clause 14.
10.4.The granting of an authorisation prior to a Transaction being processed is not an acceptance or assurance of that Transaction’s validity. In particular, a Transaction may be subject to Chargeback at a later date in accordance with the Card Scheme Standards. Furthermore, Teya may subsequently determine that a Transaction is an Illegitimate Transaction, notwithstanding the granting of authorisation. The Merchant also acknowledges that, amongst others, all Transactions that have not been verified by the Cardholder either with PIN, signature or through 3D Secure methods can later be rejected by the Cardholder.
10.5.Teya reserves the right to restrict or prohibit the acceptance of Transactions, Cards or currencies where it deems it appropriate. The circumstances in which Teya may exercise this right may include:
(a)if exchange controls or such similar local laws or regulations exist forbidding the exportation of Transactions or Transaction data abroad;
(b)if either Teya or the Merchant have reason to believe that the Cardholder, the Card or the Card Account Number has been or potentially will be involved in fraudulent activity or malpractice in obtaining goods and services, or may result in the failure to collect sums due from the Cardholder;
(d)where Teya is aware or suspects that the Transaction is an Illegitimate Transaction;
(e)where Teya is required to do so by law or a Card Scheme; or
(f)where Teya is aware or suspects that the Merchant’s practice is not in accordance with the Merchant Agreement and/or the Card Scheme Standards.
(g)Refunds, cf. clause 5.5.
11. Transaction Receipts
11.1.The Merchant’s terminal shall produce an electronic Transaction Receipt for each Transaction, including Refunds. A copy of the Transaction receipt must be provided to the Cardholder unless they decline to receive one.
11.2.Each completed Transaction Receipt shall contain at least the following:
(a)the Merchant’s DBA Name, street address, city and state/country;
(b)the Transaction Receipt type (sale, cash disbursement, refund);
(c)the Card Account Number however only reflecting the last four (4) digits of the Card Account Number. All preceding digits must be replaced with fill characters, such as “X,” “*,” or “#,” that are neither blank spaces nor numeric characters;
(d)the Transaction amount (or credit) indicated in the Transaction currency;
(e)the Transaction date (or credit preparation date);
(f)the authorisation code;
(g)for Card Present Transactions, an electronic recording of the magnetic stripe-read or chip-read or key entered Cardholder data;
(h)for a Chip Transaction, the application label and, at Teya’s discretion, the Transaction certificate (in its entirety) and related data.
(i)on the Merchant’s copy of the Transaction Receipt for Card Present Transactions only, adequate space for the Cardholder’s signature, unless the Transaction is completed with a PIN as the Cardholder verification method (CVM) or no CVM is used; and
(j)on Refund receipts only, the Merchant’s signature.
11.3.The Merchant authorises Teya to release Transaction Receipts and any data or other information relating to Transaction Receipts to any agent of Teya, the Card Schemes or any other party as is reasonably necessary for the purpose of fulfilling Teya’s obligations under the Merchant Agreement or Teya’s obligations as a Card Scheme Member.
12. Submission of Transactions
12.1.The Merchant shall submit to Teya, or to Teya’s authorised bureau as it may notify the Merchant from time to time, a summary of all of the Merchant’s valid Transactions which have not previously been submitted.
12.2.Each valid Transaction must be submitted within three (3) Banking Days after the date of the Transaction. Accordingly, the Merchant must submit a summary of Transactions at least once every three (3) Banking Days. The Merchant may however submit a summary of Transactions more frequently and Teya recommends a daily submission.
12.3.The Merchant may not submit a Transaction until one of the following occurs:
(a)the Transaction is completed;
(b)the goods or services are shipped or provided, however this does not apply in the event of a partial or full prepayment;
(c)Cardholder consent is obtained for a recurring Transaction.
12.4.The Merchant shall not submit the same Transaction more than once except in accordance with clause 12.8.
12.5.The Merchant shall not submit any Illegitimate Transactions.
12.6.Each submission shall contain the information required to be contained on the Transaction Receipt for that Transaction, together with the Merchant’s MCC and the Merchant Account ID, unless Teya agrees in writing that a submission may omit certain information.
12.7.Each submission shall be in a form which is in accordance with the Card Schemes’ requirements.
12.8.If a submission does not meet the requirements of the Card Schemes, or if the Transaction information contained in the submission is insufficient to provide a Cardholder an overview of its Transactions, Teya shall use reasonable endeavours to advise the Merchant as soon as possible. In such situation, the Merchant may resubmit the submission or Transaction (as appropriate) within seven (7) days of the original submission. Should the Merchant resubmit the submission or Transaction (as appropriate) after seven (7) days after the original submission, the Merchant will be responsible for all Chargebacks as a result of the submission.
12.9.The Merchant shall in every way follow Teya’s instructions on card acceptance.
13. Instalment Payment Service
13.1.The provisions of this clause 13 shall apply where the Merchant is required by Card Scheme Rules to offer an Instalment Payment Service, or where Teya has agreed in writing that the Merchant may offer an Instalment Payment Service.
13.2.Where the Merchant offers or is required to offer an Instalment Payment Service, the Merchant shall ensure that its POS terminals have instalment payment services capability.
13.3.The Transaction Receipt shall contain the following additional information for instalment payments:
(a)a statement that instalment payment was chosen;
(b)the number of instalment payments; and
(c)a statement that the Cardholder should contact their bank for further information.
14. Chargebacks and Excessive Activity
14.1.Chargebacks will be handled according to the Card Scheme Standards of each Card Scheme. The Merchant’s rights to dispute Chargebacks shall be according to the dispute rules of the applicable Card Scheme.
14.2.All Chargebacks are the responsibility of the Merchant, and the Merchant shall pay Teya the amount of all Chargebacks on demand as well as any fees associated with Chargebacks. If a chargeback is made in a currency other than the Merchant’s settlement currency, the chargeback amount is converted on the date the chargeback is received by Teya. The Merchant shall be liable for any exchange rate differences, whether decreasing or increasing the Merchant’s settlement in the relevant settlement currency.
14.3.Should Teya be fined by the Card Schemes because of the Merchant’s Excessive Activity or the Merchant’s value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, such fines, cost or fees shall be reimbursed by the Merchant on demand.
V. Settlement, fees and payment
15. Settlement of valid Transactions
15.1.Subject to the Merchant’s compliance with the terms of the Merchant Agreement, Teya will, on the terms of the Merchant Agreement, settle directly to the Merchant all valid Transactions submitted by the Merchant.
15.2.Subject to the other terms of the Merchant Agreement, including Teya’s right to withhold settlement pursuant to clause 21, Teya will pay to the Merchant on the Settlement Date the Settlement Value of all unsettled, valid purchase Transactions submitted by the Merchant.
15.3.Settlement payments will be made by Teya to a bank account in the Merchant’s name. The Merchant’s initial bank account for settlement is as set out in the Merchant Application Form. The Merchant must notify Teya if it wishes to change settlement accounts by sending to Teya a signed change form along with bank confirmation details, irrevocably authorising settlement to be paid to the settlement account specified in the change form. Teya may refuse to accept a change of settlement account if it believes that it may expose Teya or any of its providers to additional risk.
15.4.Teya shall have the right to receive payment from the Card Schemes in respect of all Transactions submitted to Teya. The Merchant acknowledges that it shall have no direct claim against the Card Schemes in respect of Transactions submitted to Teya.
15.5.The Merchant shall only be entitled to payment of the Settlement Value in respect of valid Transactions into its specified bank account from the date on which Teya is obliged to make settlement payment in respect of those Transactions in accordance with the terms of the Merchant Agreement. The Merchant shall have no right to interest on any funds held by Teya in respect of any Transactions prior to Teya’s obligation to make settlement payment to the Merchant’s specified bank account in respect of those Transactions.
15.6.Teya will prepare a settlement letter/settlement notice in connection with settlement payment which shall be made accessible to the Merchant. The settlement letter/settlement notice shall contain information on the amount paid and specify the Transactions included in the settlement as well as all Fees and other deductions, adjustments and set-off.
15.7.Acceptance and/or settlement of Transactions by Teya, and/or inclusion of Transactions by Teya in a settlement letter/notice or other notification that Transactions are to be settled, shall not be nor be deemed to be binding on Teya as to the validity of those Transactions. Teya reserves the right to reject any Transaction at any point if it becomes aware or suspects that it is an Illegitimate Transaction.
15.8.Should the accumulated amount of Merchant’s refunds, chargebacks, fees or other amounts owed to Teya be higher than the Merchant’s aggregated Settlement Value at the same time, the Merchant shall pay the Negative Balance on the due date. The due date is seven days after the date of the Negative Balance. Should a payment date fall on a banking holiday the payment date shall be on the following weekday.
15.9.The Merchant shall have no right to receive his Settlement Value from Teya, that is the value of valid transactions, until a payment for them has been received by Teya from the Card Schemes and/or the relevant card issuer. The Merchant shall have no right to interest on transactions from the date of submission as well as of any funds held by Teya.
16.1.If a Merchant accumulates a Negative Balance as set out in section 15.8, the Merchant will pay Teya interest on the total amount of the Negative Balance. The amount of interest to be charged on the negative balance will be as follows:
(a)From the date on which the Merchant accumulates the Negative Balance until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in Teya’s Fee Tariff from the date on which the Merchant accumulates the Negative Balance until the date on which it is paid; and then
(b)From the due date as set out in section 15.8 until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in Teya’s Fee Tariff plus rates according to Section 5 of Act no. 38/2001 on interests and indexation according to the
16.2.Teya reserves the right to change the interest set out in the Fee Tariff in accordance to section 30.
16.3.Calculation on interests is based on 30 interest days per month and 360 interest days per year. Interests are calculated from a Negative Balance at the end of each day and is credited to the Merchant’s account. Interests are not calculated on the day the Negative Balance is corrected. All payments made by the Merchant due to a debt are first allocated to the payment of interests and costs, including collection fees and attorney fees where applicable.
17. Illegitimate Transactions
17.1.For the avoidance of doubt, Teya shall have no obligation to settle or make any payment to the Merchant in respect of any Illegitimate Transactions, and the Merchant shall have no right to any payment in respect of any Illegitimate Transactions.
17.2.If Teya has settled any Transaction which it subsequently becomes aware or reasonably suspects is an Illegitimate Transaction, Teya shall be entitled to immediate repayment of the Settlement Value of that Transaction from the Merchant and, without limitation to any other rights or recourse Teya may have, Teya may deduct the Settlement Value of that Transaction from any future settlement with the Merchant.
17.3.Notwithstanding the foregoing, the Merchant shall be liable to pay Teya all Fees in respect of the Illegitimate Transactions as if they were valid Transactions, as well as any other amounts to which Teya may be entitled from the Merchant pursuant to the terms of the Merchant Agreement.
17.4.For the avoidance of doubt, clauses 17.1- 17.3 shall apply regardless of whether Teya is required or able to return any funds in respect of the Transactions to the Card Schemes, the Card Issuer or the Cardholder.
18. Minimum Settlement Amount
18.1.Teya reserves the right to decide upon a minimum settlement amount. When settlement is lower than minimum settlement amount, payment will be postponed to next settlement date when the accumulated settlement amount reaches the minimum amount.
18.2.If the Settlement Value of valid Transactions due for settlement on a Settlement Date is less than the Minimum Settlement Amount, settlement of those Transactions will be delayed until the next scheduled Settlement Date on which the Settlement Value of valid Transactions due for settlement equals or exceeds the Minimum Settlement Amount.
19. Fees and other amounts payable by the Merchant
19.1.Merchant requests that Teya charge blended merchant service fees without a reference to different categories and different brands of payment cards with different interchange fee levels. If a Merchant wishes to be charged unblended merchant service fees, please contact Teya. Merchant also requests that individually specified information on Teya‘s merchant service fees, interchange fees and Scheme Fees, will not be specified in a Merchant Agreement. Segregated information on Fees deducted shall be published on the Merchant Web Portal.
19.2.The Merchant shall pay Teya the Fees. The Interchange Fees, Scheme Fees and Service Fees that are charged per Transaction shall become due at the time the Transaction is submitted. The Transaction Processing Fees shall become due at the time authorisation is sought in respect of the Transaction. SWIFT Settlement Fees shall become due at the time of the settlement payment. Chargeback Fees shall become due at the time the Chargeback is initiated. All other Service Fees and other fees shall become due at the time the service is provided by Teya or Teya is otherwise entitled to payment in accordance with the terms of the Merchant Agreement.
19.3.The Merchant shall pay Teya on demand any other amounts payable by the Merchant to Teya under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including any Refunds, Chargebacks, reimbursement of currency conversion costs, reimbursement of any fines and assessments and indemnity or damages payments.
19.4.The Merchant shall be fully responsible for all costs related to the fulfilment and performance of its obligations under the Merchant Agreement, including the cost of any Third-Party Processor providing services to the Merchant. Where Teya pays any cost of any Third-Party Processor providing services to the Merchant, the Merchant shall reimburse Teya on demand.
19.5.Ordinarily Teya will deduct any and all Fees and other amounts payable by the Merchant under the Merchant Agreement from settlement payments in accordance with clause 20. Teya reserves the right however to require the Merchant to pay directly to Teya all Fees and other amounts owed by the Merchant to Teya, and the Merchant shall have no right to set off or withhold any Fees or other amounts due to Teya against any settlement payments or other amounts due to the Merchant from Teya. Teya reserves the right to collect any Fees or other amounts owed by the Merchant to Teya by way of direct debit. For the avoidance of doubt, Teya’s claims against the Merchant for Fees and other amounts due from the Merchant shall not be limited to amounts recoverable from settlement payments, any reserves or otherwise under clause 20, and the Merchant shall remain liable for payment of all other amounts payable by the Merchant in connection with the Merchant Agreement.
19.6.Where the Merchant has chosen unblended (IC++) Merchant Service Fees the Merchant acknowledges that the Scheme Fees and Interchange Fees, charged by Card Schemes and Card Issuers, may vary from time to time as determined by the Card Schemes, and in part by the Card Issuers. As a result, Teya reserves the discretion to amend the Scheme Fees and/or Interchange Fees, as applicable, without notice to the Merchant.
19.7.Teya’s services may be offered in partnership with a third party through such third party’s mobile application, website or other software. In such cases, the Merchant’s relationship with the third party will be governed by a separate commercial relationship between the Merchant and such a third party. Teya is solely responsible for its payment services provided by Teya as part of the third parties services. Teya is not responsible for the functionality of the third party’s services. If agreed between the Merchant and the third party, Teya may also collect service fees on behalf of the third party.
20. Deductions, adjustments and risk provision
20.1.Teya shall deduct from, or add to in the case of an adjustment in favour of the Merchant, the Transaction Value of valid purchase Transactions to be settled the following amounts to the extent that they have not previously been paid by the Merchant to Teya, or, in case of an adjustment in favour of the Merchant, by Teya to the Merchant:
(b)any amounts as a result of Chargeback and fees associated with them;
(d)any other charges or deductions that Teya is entitled to make pursuant to the Merchant Agreement;
(e)any other amounts owed by the Merchant to Teya under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including as a result of actual or suspected Illegitimate Transactions, currency conversion costs, reimbursement of Third Party Processor fees and/or reimbursement of any fines and assessments and indemnity or damages payments;
(f)any tax or official charges, including any value added tax, levied on any amounts payable by Teya to the Merchant under the Merchant Agreement, which Teya shall charge the Merchant and pay to the applicable authority; and
(g)corrections in the event of incorrect settlement.
20.2.All deductions and adjustments made pursuant to this clause 20 shall be documented in writing by Teya. All amounts deducted from, or added to, the Transaction Value pursuant to this clause 20 shall be deemed to have been paid on the date such deduction or adjustment is made.
20.3.Without prejudice to clause 20.1, to the extent permitted by law Teya may, by written notice, set off any amounts owed by it to the Merchant under the Merchant Agreement or for any reason, against any amounts owed by the Merchant to Teya under or in relation to the Merchant Agreement or any other agreement.
20.4.Teya reserves the right, both during its initial onboarding of a Merchant and as part of ongoing risk management and assessment, to require the Merchant to provide such additional financial guarantees or security as Teya may determine appropriate. If a request for additional financial guarantees or security is made by Teya after the entry into the Merchant Agreement, the request will be regarded as an amendment to the Merchant Agreement pursuant to section IX Amendments. If the Merchant does not terminate the Merchant Agreement in accordance with clause 31 following Teya’s request for additional financial guarantees or security, the Merchant will be deemed to have accepted the amendment.
21. Teya’s right to withhold payment
21.1.Teya may rightfully withhold any unpaid and/or upcoming settlement and/or payment from any reserve towards the Merchant in any of the following circumstances:
(a)in case of any Transactions which Teya suspects may not be valid Transactions, Teya may withhold payment until Teya is satisfied that the Transactions are valid Transactions;
(b)where Teya or any other authorised person has requested information from the Merchant pursuant to the Merchant Agreement, Teya may withhold payment until such information has been provided to Teya’s satisfaction;
(c)in case of the Merchant’s violation of the Merchant Agreement and/or the Card Scheme Standards, Teya may withhold payment until the violation has been remedied and all liabilities resulting from the violation have been met by the Merchant;
(d)in case of a suspicion of a Merchant fraud or potential violation of the Merchant Agreement and/or the Card Scheme Standards, Teya may withhold payment until an investigation has been concluded by Teya and Teya is satisfied that there has been no Merchant fraud or violation of the Merchant Agreement and/or the Card Scheme Standards;
(e)in case Chargeback(s), Refund(s) and/or other activity of the Merchant may expose Teya to a credit risk as determined by Teya, Teya may withhold payment until an investigation has been concluded by Teya and Teya is satisfied it will not be exposed to a credit risk;
(f)where Teya reasonably believes that amounts to be received in respect of Transactions will not cover the Merchant’s future liabilities towards Teya, including but not limited to any Fees as well as any Chargebacks or Refunds, Teya may withhold payment until Teya is satisfied that amounts to be received in respect of Transactions will sufficiently cover the Merchant’s future liabilities;
(g)in case of the Merchant suffering financial difficulties which could, in Teya’s opinion acting in its sole discretion, cause Teya to suffer loss, Teya may withhold payment until the Merchant’s financial difficulties have been resolved;
(h)where instructed or required by any Card Scheme, Teya may withhold payment for as long as instructed or required by the Card Scheme; or
(i)where Teya is not, or reasonably believes that it is not, permitted by law to make payment to the Merchant, Teya may withhold payment until such time as it is of the opinion that it is permitted to make payment.
21.2.To the extent permitted by law, Teya shall notify the Merchant of any withheld payment and the reason for withholding payment. Teya reserves the right to change or assert additional reasons for withholding payment should new information come to Teya’s attention that would independently give Teya a right to withhold in accordance with clause 21.1.
21.3.Once the circumstances entitling Teya to withhold payment have ended, Teya will make settlement payment on the next scheduled Settlement Date, provided that there are no circumstances then in existence which entitle Teya to withhold payment.
VI. Data protection
22. Data protection
22. Data protection
22.1.The Data Processing Agreement sets out the terms on which personal data in relation to Cardholders and/or Transactions is processed, and the rights and obligations of Teya and the Merchant. Without prejudice to the Data Processing Agreement or any other specific provisions of the Merchant Agreement with respect to data handling or data security, the Merchant shall at all times comply with all applicable data protection legislation and rules, including in relation to Cardholder or Transaction information.
22.2.Data security is extremely important to Teya and Teya has put in place appropriate security measures to prevent Merchant data, personal data, as well as Cardholder information, from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, Teya limits access to personal data to those employees, agents, contractors and other third parties who have a business need to know. Teya has put in place procedures to deal with any suspected personal data breach and will notify the Merchant, and any applicable regulator of a breach where Teya is legally required to do so.
22.3.Teya is the sole owner of all data and information that are contained within its system, such as card information. The utilisation of the aforementioned data is, however, limited to use directly or indirectly for the purposes of the Merchant Agreement and only for the purposes set out in Teya’s data protection policies.
22.4.Teya may not under any circumstances provide the Merchant with any Cardholder information.
22.5.To the extent permitted by law, Teya may conduct checks, monitoring and/or surveillance on the Merchant and the Merchant’s Location, whether remotely or in person, to audit and monitor the Merchant’s compliance with the terms of the Merchant Agreement.
22.6.In certain circumstances, including if Teya terminates the Merchant Agreement, Teya may be required to report information about the Merchant to the Card Schemes. Furthermore, Teya may inform the Card Schemes and any appropriate authorities of individual Transactions and/or total turnover by the Merchant, whether on specific Cards or on an aggregate basis. Furthermore, Teya may provide Teya’s settlement banks information and/or documentation upon request, provided that such a request is part of the bank’s due diligence concerning the settlement with the Merchant. The Merchant consents to such reporting by Teya and in no circumstances shall the Merchant have any claim against Teya in respect of such reporting.
23. Indemnity by the Merchant
23.1.The Merchant agrees to indemnify and hold Teya harmless from and against any loss, claim, action, injury, liability, fine, penalty or expense (including reasonable legal costs) incurred by Teya arising out of or in connection with anything negligently, intentionally, wrongfully or illegally done or omitted to be done by the Merchant, its agents or representatives (or the employees of any of the foregoing) in connection with the Merchant Agreement or as a result of the breach of the Merchant Agreement, including any fines or assessments as a result of non-compliance with the Card Scheme Standards or other regulations. This indemnity is in addition to and does not limit any general legal rights that Teya may have for breach of contract by the Merchant, including but not limited to the right to recover damages.
23.2.The Merchant agrees that Teya shall be entitled in its reasonable discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against it and shall be under no liability in respect thereof to the Merchant.
24. Limitation of Teya’s liability
24.1.Subject to clause 24.3, in no circumstances shall Teya be liable to the Merchant for any:
(a)loss of profits;
(b)loss of sales or business;
(c)loss of agreements or contracts;
(d)loss of anticipated savings;
(e)loss of or damage to goodwill; or
(f)indirect or consequential loss.
24.2.Subject to clause 24.3 and except in relation to Teya’s obligation to pay the Settlement Value of valid Transactions when due, Teya’s total liability for all losses, claims or damages arising out of any and all breaches of the Merchant Agreement by Teya shall be limited to the amount of Fees received by Teya from the Merchant in the twelve (12) months preceding the breach.
24.3.Nothing in clauses 24.1 or 24.2 shall limit any liability which cannot legally be limited.
VIII. Term and termination
25. Duration of the Merchant Agreement
25.1.Unless otherwise stated in the Merchant Application Form, the Merchant Agreement shall remain in force until it is terminated by either Teya or the Merchant in accordance with its terms, until it is superseded by a new Merchant Agreement between Teya and the Merchant or until the Merchant Agreement is otherwise deemed null and void.
26. Termination by the Merchant
26.1.The Merchant may terminate the Merchant Agreement at any time without cause by providing Teya with a written notice of the Merchant’s intention to terminate.
26.2.Further, the Merchant may terminate the Merchant Agreement immediately upon written notice to Teya if one or more of the following circumstances occurs:
(a)Teya does not make payment of any amount due to the Merchant pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by Teya within fourteen (14) days of the Merchant giving Teya notice;
(b)Teya breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from the Merchant notifying Teya of the breach;
(c)If the Merchant does not agree with any amendment to the Merchant Agreement, the Merchant may terminate the Merchant Agreement in writing with immediate effect and without charge.
(d)Teya repudiates any terms of the Merchant Agreement; or
(e)any of the following occurs in relation to Teya, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:
(i)Teya ceases to conduct its business,
(ii)an order is made or resolution passed for the winding up of Teya,
(iii)Teya makes or seeks to make any composition or arrangement with its creditors,
(iv)Teya is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,
(v)an administrator, administrative receiver, receiver or manager is appointed in respect of Teya or its property, or
(vi)any event analogous to any of the foregoing occurs in any jurisdiction in relation to Teya.
27. Termination by Teya
27.1.Unless otherwise required by applicable law, Teya reserves the discretion to immediately terminate the Merchant Agreement by providing the Merchant with a written notice.
27.2.In addition to clause 27.1, Teya may terminate the Merchant Agreement immediately upon written notice to the Merchant if one or more of the following applies:
(a)Teya is required by law, a Card Scheme, the Card Scheme Standards or any regulatory or other body having jurisdiction over it to terminate the Merchant Agreement;
(b)it becomes unlawful for Teya to continue providing services to the Merchant;
(c)the Merchant has, or Teya reasonably believes that the Merchant has, provided inaccurate, incomplete or misleading information to Teya in connection with the application for, entry into and/or operation of the Merchant Agreement;
(d)the Merchant is, or Teya reasonably believes that the Merchant is, in breach of the Card Scheme Standards and/or any applicable laws or regulation;
(e)the Merchant has, or Teya reasonably believes that the Merchant has, submitted Illegitimate Transaction(s) to Teya;
(f)there is a material change in the nature of the Merchant’s business; (g) the Merchant sells all or a substantial portion of its assets;
(h)the Merchant merges with another entity and/or there is a change of control of the Merchant;
(i)the Merchant, whether through its action or omission, does anything which Teya reasonably believes is detrimental to Teya’s or a Card Scheme’s brand, image, reputation or goodwill or may otherwise cause harm or loss to the goodwill of a Card Scheme’s payment system;
(j)any other event or series of events whether related or not (including, without limitation, irregular card sales, Excessive Activity, value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, indications of fraudulent Transactions or Illegitimate Transactions, any material adverse change in the business assets or financial condition of the Merchant) occurs which, in the opinion of Teya, with reference where relevant to its risk policy, may affect the ability of the Merchant to comply with any or all of its obligations pursuant to the Merchant Agreement;
(k)the Merchant does not make payment of any amount due to Teya pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by the Merchant within fourteen (14) days of Teya giving the Merchant notice;
(l)the Merchant breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from Teya notifying the Merchant of the breach;
(m)the Merchant has not, within fourteen (14) days from receiving Teya’s request of information which Teya considers necessary, such as for Teya’s risk assessment and due diligence on the Merchant, provided such requested information;
(n)the Merchant has not, within seven (7) days from receiving Teya’s request thereof, provided any collateral;
(o)the Merchant repudiates any terms of the Merchant Agreement; or
(p)the Merchant’s representative gets a hit on any sanction list;
(q)the Merchant’s operations are no longer operate within Teya’s defined risk appetite;
(r)any of the following occurs in relation to the Merchant, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:
(i)the Merchant ceases to conduct its business,
(ii)an order is made or resolution passed for the winding up of the Merchant,
(iii)the Merchant makes or seeks to make any composition or arrangement with its creditors,
(iv)the Merchant is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,
(v)an administrator, administrative receiver, receiver or manager is appointed in respect of the Merchant or its property, or
(vi)any event analogous to any of the foregoing occurs in any jurisdiction in relation to the Merchant.
28.Partial termination and closing of Merchant Account ID
28.1.Either Teya or the Merchant may terminate the Merchant Agreement in relation to one or more Card Scheme, with the Merchant Agreement remaining in force in respect of the other relevant Card Scheme(s). Notice of partial termination pursuant to this clause 28 shall be made in accordance with the provisions of clause 26 or clause 27 (as applicable).
28.2.Where the Merchant, which is not a consumer as defined in the Acts on Payment Services, has not submitted transactions to Teya for acquiring in thirteen (13) months, without giving any reason, Teya can, without notice, close the Merchant’s account(s) so that transactions cannot be submitted to Teya. The Merchant can request a reopening within three (3) months from the closure of the account(s). Consequences of termination
28.3.Upon termination of the Merchant Agreement, however occurring, the Merchant shall immediately stop submitting Transactions to Teya and shall cease all use of the Card Scheme Marks and any of Teya’s intellectual property and, except as specified in this clause 28.2, Teya’s obligations under the Merchant Agreement shall cease.
28.4.Termination, however occurring, will not affect any liabilities incurred or arising on or prior to or relating to events occurring on or prior to termination. Without prejudice to Teya’s rights to withhold settlement or any of Teya’s other rights under the Merchant Agreement, settlement of valid Transactions submitted prior to termination of the Merchant Agreement shall occur on the next applicable Settlement Date after termination.
28.5.Following termination of the Merchant Agreement the provisions of clauses 6, 7, 14-21, 23, 24, 38 and 39 of these Terms and Conditions as well as any other provisions of the Merchant Agreement which expressly or by implication survive termination shall remain in full force and effect.
29. Teya’s right to amend the Merchant Agreement
29.1.Teya may amend the terms of the Merchant Agreement at any time by way of a notice Teya deems reasonable (except where a specified notice period is required by law, in which case Teya will abide by the applicable law).
29.2.Amendments will come into effect on the date Teya specifies in a notice to the Merchant and the Merchant’s use of Teya’s services after the amendments have taken effect constitute the Merchant’s acceptance of the amendments.
29.3.Teya may vary the Merchant Floor Limit at any time and for any reason, and may set different Merchant Floor Limits in respect of each Card Scheme.
29.4.Should the Merchant request changes of any given information in his Merchant Agreement such a request shall be submitted by an authorised person of the Merchant as determined by Teya.
30. Notice of amendments
30.1.Teya may amend any interest or exchange rates at any time and without prior notice, where the changes to those rates are based upon the alteration of reference or exchange rates.
X. Miscellaneous provisions
31. Force Majeure
31.1.Teya shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any of its obligations pursuant to the Merchant Agreement caused by any circumstance beyond its reasonable control (“Force Majeure Event”), which shall, without limiting the generality of the term, be deemed to include, unless due to Teya’s failure to take reasonable care, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break down or damage to electronic, telecommunications or other equipment, fire, flood, pandemic acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of Teya ), legislative or administrative interference.
31.2.On the occurrence of a Force Majeure Event, Teya may at its complete discretion perform or suspend performance of the Merchant Agreement. In the event that performance is suspended Teya will, to the extent practical, seek to meet the Merchant forthwith (or converse by whatever means may be more practicable and acceptable to both parties) to discuss the circumstances with a view to reaching a satisfactory solution. Teya shall take all steps which are reasonable in the circumstances to put itself in a position whereby it can perform its obligations pursuant to the Merchant Agreement.
32. Entire agreement
32.1.The Merchant Agreement constitutes the entire agreement between the Merchant and Teya in relation to the subject matter herein and any previous agreements with similar effect shall terminate immediately on the commencement of the Merchant Agreement except in respect of rights and obligations accrued under such agreements.
32.2.For the avoidance of doubt, where an existing Merchant enters into a new Merchant Agreement solely in respect of a Merchant Location or the provision of goods or services not covered by its existing Merchant Agreement(s), such new Merchant Agreement shall be in addition to and shall not terminate the Merchant’s existing Merchant Agreements unless otherwise agreed by Teya and the Merchant.
33. Assignment and use of sub-contractors and agents
33.1.The Merchant may not assign or transfer all or any of its rights or obligations under the Merchant Agreement without the prior written consent of Teya.
33.2.Teya may assign or transfer its rights under the Merchant Agreement without any requirement of consent from the Merchant.
33.3.Teya also reserves the right to fulfil any of its duties and obligations under the Merchant Agreement using agents and/or sub-contractors. Any such agent or subcontractor used by Teya shall always operate under the identity of Teya, and Teya shall remain responsible to the Merchant for the contractual relationship with the Merchant.
33.4.Without limitation, Teya may use an ISO to provide certain services to the Merchant. Where Teya uses an ISO, the identity of the ISO may be stated in the Merchant Application Form or otherwise notified by Teya to the Merchant. For the avoidance of doubt, the ISO is a service provider of Teya and not of the Merchant. The Merchant’s contractual relationship shall be with Teya and not with the ISO, regardless of whether the ISO has signed the Merchant Application Form.
34. Invalidity and severability
34.1.If any provision of the Merchant Agreement is declared invalid, illegal, or unenforceable, such declaration shall not affect the validity, legality or enforceability of any other provision. The Merchant Agreement shall then be construed as though such provision had never been contained herein, and the provision will be replaced by mutually acceptable wording, which comes closest to the intention underlying the provision.
35. No waiver or amendment
35.1.No waiver by Teya of any breach of the Merchant Agreement shall operate as a waiver of any subsequent or continuing breach. No failure or delay by Teya to exercise any of its rights pursuant to the Merchant Agreement shall be or be deemed to be a waiver or forfeit of those rights by Teya, and, in particular but without limitation to the foregoing, Teya may exercise its right to terminate the Merchant Agreement at any point after such right has arisen, regardless of whether or not the circumstances which gave rise to that right are still occurring at the time of exercise.
36.1.Teya may give notices to the Merchant in respect of the Merchant Agreement:
(a)by post or hand or courier delivery to the Merchant’s registered office, place of business specified in the Merchant Application Form or any other address for notices specified in the Merchant Application Form, in which case the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post;
(b)by e-mail to an e-mail address specified in the Merchant Application Form or any other e-mail address provided by the Merchant from time to time, in which case the notice shall be regarded as given when it is sent by Teya;
(c)where the Merchant uses the Merchant Web Portal (B-Online), via the Merchant Web Portal (B-Online), in which case the notice shall be regarded as given when it is made available by Teya in the Merchant Web Portal (B-Online); or
(d)where Teya provides services to the Merchant through an ISO, via the ISO, however for the avoidance of doubt, Teya shall not be required to give the Merchant notices via the ISO.
36.2.The Merchant may give notices to Teya in respect of the Merchant Agreement:
(a)by post or hand or courier delivery to the address for notices specified in the Merchant Application Form or, if no address for notices is specified in the Merchant Application Form, to Teya Iceland hf., Katrínartún 4, 105 Reykjavík, Iceland, Attn: General Manager Acquiring, in which cases the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post; or (b) by e-mail to the e-mail address specified in the Merchant Application Form or, if no e-mail address for notices is specified in the Merchant Application Form, to firstname.lastname@example.org, in which cases the notice shall be regarded as given when it is received by Teya.
36.3.All notices shall be given in the language specified in the Merchant Application Form or in English. If no language for the giving of notices is specified in the Merchant Application Form, notices shall be given in Icelandic or English in respect of Merchants whose Merchant Location is in Iceland, and English in respect of all other Merchants.
XI. Governing law and resolution of disputes
37. Governing Law
37.1.The Merchant Agreement shall be governed by and construed under and in accordance with Icelandic law, without giving effect to conflict of law principles. To the extent that Icelandic law is in conflict with laws of the Merchant’s country of residence, Icelandic law shall prevail to the maximum extent possible.
38. Resolution of Disputes
38.1.If the Merchant is dissatisfied with Teya’s service, the Merchant may make a complaint to Teya. Teya’s complaints handling policy and information on how to make a complaint can be found on Teya’s website.
38.2.The Merchant may also refer certain disputes relating to the Merchant Agreement to the Icelandic Complaints Committee on Transactions with Financial Firms. Further information on the Complaints Committee can be found at the website of the Icelandic Financial Supervisory Authority www.fme.is. A ruling by the Complaints Committee does not prevent subsequent handling of the case by a court of law.
38.3.Without prejudice to the foregoing and to the extent permissible by applicable law, disputes arising out of or in connection with the Merchant Agreement, or its subject matter or formation, shall be settled by the District Court of Reykjavík. Despite the above, Teya reserves the right to bring any claims (including injunctive relief) against the Merchant in the jurisdiction where the Merchant is located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.
XII. Special conditions for card not present transactions
39. Scope and application
39.1.These special conditions apply to all Merchants who conduct Card Not Present Transactions. Where Transactions are conducted over the internet, Teya’s special conditions for internet merchants also apply in addition to these special conditions.
39.2.Except to the extent that these special conditions directly conflict with any provisions of Teya’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of Teya’s general Terms and Conditions.
40. Authorisation to accept Cards as payment for Card Not Present Transactions
40.1.Only Merchants who have specifically signed a Merchant Agreement with Teya to submit Card Not Present Transactions may accept Cards as payment for Card Not Present Transactions.
41. Registration of information
41.1.In respect of Card Not Present Transactions, the Merchant shall obtain the following information from the Cardholder:
(a)Card Account Number;
(b)expiry date of the Card;
(c)Card Security code;
(d)Cardholder's name and initials;
(e)if applicable, Cardholder’s statement address;
(f)if applicable and different to the Cardholder’s statement address, the delivery address; and
(g)such additional information as may be notified to the Merchant by Teya in writing from time to time.
42. Transaction Receipts
42.1.A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic or physical means.
XIII. Special conditions for internet merchants
43. Scope and application
43.1.These special conditions apply to all Merchants who conduct Transactions over the internet.
43.2.Except to the extent that these special conditions directly conflict with any provisions of Teya’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of Teya’s general Terms and Conditions. Teya’s special conditions for Card Not Present Transactions apply in addition to these special conditions.
44. Authorisation to accept Cards as payment for Transactions over the internet
44.1.Only Merchants who have specifically been authorised by Teya to accept Cards as payment for Transactions over the internet may accept Cards as payment for valid Transactions over the internet.
44.2.The Merchant’s Location shall be the url specified in the Merchant Application Form only.
44.3.All Transactions made via the internet shall be correctly coded as e-commerce Transactions.
45. Disclosure of information on website
45.1.The Merchant shall clearly disclose the following information on any website where it accepts Card payments:
(a)the Card Scheme logos in full colour and in a non-discriminatory manner to indicate Card acceptance;
(b)a complete description of the goods or services offered for sale by the Merchant via its website;
(c)the Merchant’s return/refund policy;
(d)the terms and conditions of a promotion, if restricted;
(e)a “click to accept” button, or other acknowledgement, evidencing that the Cardholder has accepted the Merchant’s return/refund policy;
(f)information on the Merchant’s customer service contact, including e-mail addresses or telephone number;
(g)the address of the Merchant’s permanent establishment and the address of the Merchant’s outlet;
(h)information on the transaction currency;
(i)information on export restrictions and any other legal restrictions (if known);
(j)the Merchant’s delivery policy;
(l)disclosure of the country in which the Merchant’s outlet is located at the time of presenting payment options to the Cardholder; (m) the Merchant’s security capabilities and policy for transmission of payment card detail; and
(n)display of Merchant’s terms and conditions during the order process either:
(i)on the same screen used as the checkout screen indicating the total transaction amount, or
(ii)within the sequence of web pages accessed by the Cardholder prior to the final checkout.
46. Transaction Receipts
46.1.For each completed e-commerce Transaction a printable receipt page must be displayed after the Cardholder confirms a purchase. A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic means.
47. Online security
47.1.Merchants accepting Card payments via the internet shall ensure that Card Account Numbers are secured during transmission and storage. Merchants are encouraged to use Teya’s virtual number service.
47.2.Teya reserves the right to decline certain types of business for e-commerce Transactions if 3D Secure methods are not used by the Merchant. If 3D Secure methods are used, the Issuer-provided Cardholder authentication verification value shall be included in each authorisation request.
48. Use of affiliates
48.1.The Merchant shall not use any affiliates in order to increase traffic through its website without permission from Teya. Teya may at any time request a copy of the Merchant’s agreement(s) with its affiliates.
49. Rolling Reserve and security
49.1.Teya may establish a Rolling Reserve to ensure Teya’s recovery of any Fees and/or any other amounts owed to it or reasonably anticipated to be owed to it by the Merchant under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement.
49.2.If Teya establishes a Rolling Reserve, Teya shall deduct the Rolling Reserve Deduction from the Transaction Value of Transactions to fund the Rolling Reserve.
49.3.The Rolling Reserve Deduction shall be as specified in the Merchant Application Form or otherwise notified by Teya to the Merchant. If no Rolling Reserve Deduction is specified in the Merchant Application Form or otherwise notified by Teya to the Merchant, the Rolling Reserve Deduction shall be zero. Teya may change the Rolling Reserve Deduction in its sole discretion by notice to the Merchant, including as a result of the Merchant’s actions giving Teya reason to believe that the current Rolling Reserve Deduction and amounts accruing in the Rolling Reserve may not sufficiently cover amounts which the Merchant may owe to Teya, Excessive Activity, increase in Transaction volume above the Merchant’s estimation, warnings or assessments from the Card Schemes and any significant negative deterioration of the Merchant’s financial position.
49.4.A notification of the establishment of a Rolling Reserve or change to the percentage of the Rolling Reserve Deduction shall be sent to the Merchant at least two (2) weeks before the first deduction from settlement or the first deduction at the new Rolling Reserve Deduction percentage, as applicable, is expected to take place. If Teya notifies the Merchant that it will establish a Rolling Reserve or increase the percentage of the Rolling Reserve Deduction, the Merchant may terminate the Merchant Agreement in writing with immediate effect prior to the establishment of the Rolling Reserve or change to the percentage of the Rolling Reserve Deduction becoming effective.
49.5.Teya may use any funds in the Rolling Reserve to pay any Fees and/or other amounts owed to Teya by the Merchant. All payments by way of funds from the Rolling Reserve shall be documented in writing by Teya.
49.6.The Rolling Reserve Deduction for all Transactions within a calendar month shall, subject to the other terms of the Merchant Agreement, be paid to the Merchant on the next Settlement Date after six (6) calendar months have passed from the last day of the calendar month in which the Transaction was submitted. For example, Rolling Reserve Deductions in May, to the extent not used to pay Chargebacks, Refunds, Fees or other amounts owed by the Merchant to Teya and subject to the other terms of the Merchant Agreement, will be paid to the Merchant on the next Settlement Date after 30 November. Teya will continue to make payments from the Rolling Reserve in the manner described in this clause monthly after termination of the Merchant Agreement.
49.7.The Merchant shall only be entitled to payments from the Rolling Reserve from the date specified in clause 50.6, subject however to Teya’s right to withhold payments in accordance with the Merchant Agreement. Teya will pay amounts from the Rolling Reserve to the Merchant in the most expedient and practical method available to Teya. The Merchant shall have no right to any interest on any funds in the Rolling Reserve.
49.8.By entering into the Merchant Agreement, the Merchant grants Teya security and/or a right to set-off over all amounts owed by Teya to the Merchant and all the Merchant’s rights to such amounts, as well as any amounts which as a matter of the applicable law may be held by Teya for or on behalf of the Merchant from time to time, as security for all debts owed by the Merchant to Teya whether in relation to the Merchant Agreement or otherwise.
49.9.Teya’s rights with respect to the Rolling Reserve and other rights under this clause 20.4 shall survive the termination of the Merchant Agreement.
XIV. Special conditions for American Express Merchants
50.1The provisions set out in this section are applicable to Merchants who have American Express enabled as a payment method for their MID(s).
50.2The Merchant agrees:
(a) not to engage in any marketing or promotional activities that are detrimental to American Express’ business or the American Express brand and if the Merchant’s Merchant Agreement is terminated to remove all American Express identification, logos and decals from the Merchant’s premises and/or website immediately.;
(b) to comply with the American Express Data Security Operating Policy which may be amended from time to time;
(c)disclose its refund policy at the time of the purchase and in compliance with applicable law;
(d) for Card Not Present Transactions more than seven (7) days following receipt of the original authorisation code obtain another authorisation code before shipping or delivering an order.
(e) maintain customer service information that is readily available for review by the Merchant’s customers, which should include at minimum, customer service e-mail and telephone number;
(f) indicate its acceptance of American Express Cards whenever the Merchant communicates the payment methods it accepts to customers and display American Express marks in accordance with American Express’ guidelines;
(g) not to criticize or mischaracterize the American Express Card or any of American Express’ services or programs;
(h)not to use the American Express Card to verify a customer’s age; and
(i)for Transactions related to the provision of services, not to process such Transactions on American Express Card until after the services have been rendered.