Who we are and what these terms cover
These Terms of Service (the “Terms”) are an agreement between PAYFEAR LIMITED, a corporation incorporated under the Business Corporations Act (Alberta) with corporate access number 2027633714 and registered office at 700-602 12 Avenue SW, Calgary, Alberta T2R 1J3, Canada (“PayFear”, “we”, “us”), and the business that applies for or uses our services (the “Merchant”, “you”).
PayFear is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a money services business under registration number N300000825.
These Terms apply together with your Merchant Application, your fee schedule, our AML and KYB Policy, our Risk and Acceptable Use Policy, our Refund Policy and our Privacy Policy (together, the “Agreement”). If a signed merchant agreement conflicts with these Terms, the signed merchant agreement prevails.
Definitions
- Acquiring Partner means a financial institution licensed to acquire card transactions and a principal member of Visa and/or Mastercard that sponsors PayFear as a payment facilitator.
- Card Schemes means Visa, Mastercard and any other payment network we make available, together with their operating rules (the “Scheme Rules”).
- Cardholder means a person who pays you with a payment card.
- Chargeback means a reversal of a transaction initiated by the card issuer under the Scheme Rules.
- Services means the payment services described in section 3.
- Settlement means the payment to your nominated bank account of transaction proceeds less fees, refunds, chargebacks, reserves and other amounts due under the Agreement.
- Transaction means a card payment submitted through the Services.
Our services
PayFear provides payment solutions to business clients, including online card acceptance, payment gateway access through an API or hosted payment page, multi-currency processing, settlement, reporting, fraud screening and chargeback management.
The Services are available only to businesses. They are not offered to consumers or for personal, family or household purposes.
Eligibility and onboarding
To use the Services you must be a legal entity validly registered in the United Kingdom, a member state of the European Economic Area or another country we approve, with a business bank account in your own legal name and a business model we have approved.
Before we open an account, and at any time during the relationship, we carry out the verification described in our AML and KYB Policy. This includes verification of your company, your beneficial owners holding 25% or more, your directors and authorised signatories, your website and your business model. You must provide complete, accurate and current information and documents, and you authorise us to verify them with third parties, including registries, identity verification providers, credit reference agencies, sanctions and adverse media databases, the Card Schemes’ merchant monitoring databases (including Mastercard MATCH and Visa VMAS) and our Acquiring Partner.
We may refuse any application at our discretion and are not obliged to give reasons where the law or the Scheme Rules prevent it.
Your obligations
You must:
- comply with all applicable laws, the Scheme Rules and the Agreement;
- sell only the goods and services described in your approved Merchant Application, under your approved website domains and merchant category codes;
- not offer any product or service listed as prohibited in our Risk and Acceptable Use Policy, and not offer restricted products without our prior written approval;
- display on your website your legal name, registered address, customer service email and phone number, clear terms and conditions, a refund and cancellation policy, a privacy policy, the total price and currency of every purchase and, for subscriptions, the billing amount, frequency and how to cancel;
- submit only genuine Transactions arising from sales between you and the Cardholder, and never submit Transactions on behalf of any third party (transaction laundering and payment aggregation are prohibited);
- not split a single sale into several Transactions, add surcharges where prohibited, or set minimum or maximum transaction amounts contrary to the Scheme Rules;
- use 3-D Secure where we require it and follow our fraud prevention instructions;
- notify us in writing at least 30 days before any change of ownership, directors, legal name, address, bank account, website, products or business model, and immediately of any insolvency event or investigation by any authority;
- keep records of every Transaction, including evidence of delivery and customer communications, for at least 18 months, and provide them to us within 5 business days of request.
Card data and security
Card data is collected and processed by our PCI DSS Level 1 certified gateway. You must not store, process or transmit full card numbers, card verification codes or PIN data outside our hosted payment page or API, and you must maintain PCI DSS compliance appropriate to your integration (as a minimum, the relevant self-assessment questionnaire). You must report any suspected compromise of card data to us immediately.
Fees
You agree to pay the fees set out in your fee schedule, which may include processing fees, fixed per-transaction fees, refund fees, chargeback fees, currency conversion fees and Card Scheme pass-through fees. We deduct fees from Settlement. If Settlement is insufficient, you must pay the amount owed within 5 business days of our invoice. We may change fees on 30 days’ written notice, or immediately where the change results from a change in Card Scheme or Acquiring Partner fees.
Settlement
We settle funds received from the Acquiring Partner for your Transactions to the verified bank account in your legal name, in EUR or GBP, according to the settlement schedule in your Merchant Application. Each Settlement is accompanied by a report itemising Transactions, fees, refunds, chargebacks and reserve movements. We will not settle to any third-party account.
We may delay or withhold Settlement where we reasonably suspect fraud, money laundering, a breach of the Agreement or the Scheme Rules, or where required by law, the Acquiring Partner or a Card Scheme, for as long as is reasonably necessary to investigate.
Reserves and security
To cover chargebacks, refunds, fines and other liabilities, we may require a rolling reserve (a percentage of each Settlement held for a set period), a fixed reserve or other security. The amount and duration are set out in your Merchant Application and may be changed on notice if your risk profile changes. Reserve funds are released once the related liabilities have expired, normally no later than 180 days after the last Transaction.
Refunds and chargebacks
You must refund Cardholders in line with your published refund policy and the Scheme Rules, by refunding the original card used. Cash refunds of card Transactions are prohibited.
You are responsible for all chargebacks and related fees and for any fines, assessments or monitoring programme costs imposed by the Card Schemes or the Acquiring Partner because of your activity. We will notify you of each chargeback and you may submit evidence within the deadline we give you; we will present it to the Acquiring Partner, whose decision under the Scheme Rules is final.
Your chargeback and fraud ratios must remain below the thresholds of the Visa Acquirer Monitoring Program and the Mastercard Excessive Chargeback and Excessive Fraud programmes and any lower thresholds we notify to you.
Suspension and termination
Either party may terminate the Agreement on 30 days’ written notice. We may suspend the Services or terminate the Agreement immediately where:
- you breach the Agreement, the Scheme Rules or the law;
- you provided false or misleading information, or fail to provide information we request for verification;
- your chargeback, refund or fraud levels exceed our thresholds;
- we suspect fraud, money laundering, terrorist financing, sanctions evasion or other financial crime;
- you become insolvent or cease trading;
- the Acquiring Partner, a Card Scheme or a regulator requires it.
On termination, we may hold funds as a reserve for up to 180 days to cover chargebacks and other liabilities. Where required by the Scheme Rules, we and the Acquiring Partner may report you to Mastercard MATCH or similar databases.
Liability
We are not liable for any indirect or consequential loss, loss of profit, revenue or goodwill, or for any failure caused by the Acquiring Partner, the Card Schemes, card issuers, telecommunications providers or events outside our reasonable control. Our total liability in any 12-month period is limited to the fees you paid to us in that period. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud.
You will indemnify us and the Acquiring Partner against all losses, chargebacks, fines and costs arising from your Transactions, your breach of the Agreement or the Scheme Rules, or your violation of any law.
Compliance with law
We are subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its regulations, Canadian sanctions laws and the requirements of our Acquiring Partner. We may be required to report transactions to FINTRAC or other authorities and may be prohibited from telling you that we have done so. We will not be in breach of the Agreement by complying with these obligations.
Data protection and confidentiality
We process personal data in accordance with our Privacy Policy and applicable law, including the Personal Information Protection and Electronic Documents Act (Canada), the EU General Data Protection Regulation and the UK GDPR. Each party will keep the other party’s confidential information confidential, except where disclosure is required by law, a regulator, the Acquiring Partner or the Card Schemes.
Complaints
If you are not satisfied with our Services, email [email protected] with the subject “Complaint”. We will acknowledge your complaint within 2 business days and send a final response within 15 business days. If more time is needed, we will explain why and give a final response no later than 35 business days after receiving the complaint.
Changes to these terms
We may update these Terms by giving you at least 30 days’ notice by email, unless a shorter period is required by law, a Card Scheme or the Acquiring Partner. Continued use of the Services after the effective date means you accept the updated Terms.
Governing law and disputes
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there. The courts of Alberta have exclusive jurisdiction over any dispute, without prejudice to our right to bring proceedings in the courts of the country where you are established.
Contact
PAYFEAR LIMITED, 700-602 12 Avenue SW, Calgary, Alberta T2R 1J3, Canada. Email: [email protected].