Merchant Agreement
UPDATED JULY 13TH, 2024
This ECOMMERCE MERCHANT AGREEMENT (‘Agreement’) between, “One Link” located at 9 ¾ Miles Philip Goldson Hwy, Ladyville, Belize, CA (also referred to as “Aggregator”) and ____________________ located at _______________________, (also referred to as Business/Merchant), shall be deemed to be parties to this Agreement and together with terms hereof, shall govern the rights and obligations of the parties here to.
WHEREAS the Aggregator has undertaken to extend credit to holders of Cards (as hereafter defined) and the Merchant wishes to make available to customers a convenient means of acquiring merchandise and services;
NOW THEREFORE in consideration of the mutual promises covenants and undertakings set forth in this Agreement and for valuable consideration, the parties hereto agree to this Agreement as follows:
1. DEFINITIONS
The following terms used in this agreement shall have, except where inconsistent with the context, the following meaning:
(a) “Agreement” shall mean all the provisions of the E-Commerce Merchant Agreement
(b) “Associations” mean Visa, Discover and MasterCard.
(c) “Association Rules” means the rules, regulations, mandates, releases from Associations, and the interpretation of such by the Association(s)
(d) “Authorization” means a function that examines individual transactions to determine whether the Card or account of a Cardholder initiating such purchase is in conformity with usage criteria established by issuer (s).
(e) “Authorization Center” means a data service providing current information as to whether or not transactions are authorized.
(f) “Bank card” means a credit card, or debit card, or prepaid card or ATM card issued by a member of an Association, or by Heritage Bank or National Bank of Belize or Member Credit Unions of Network One, and bearing its respective trade names, trademarks, and/or trade symbols.
(g) “Bank card Sale” means each sale by a Merchant of merchandise or services through the use of a Bank card.
(h) “Aggregator’s Merchants” mean those merchants entering into an Agreement with Aggregator for the provision of the specific services described within this Agreement.
(i) “Business Day” means any day other than Saturday, Sunday, or United States Federal holiday or Belize public holiday.
(j) “Card” means a valid and duly issued un-expired credit or debit card bearing the logo or service mark of Association and Network One.
(k) “Card Issuer” means a Bank that is a member of an Association that has issued a Card.
(l) “Cardholder” means the person or persons in whose name a Card is maintained and who is presenting the Card for payment, or an authorized user or users whose signature appears thereon.
(m) “Cash Disbursement” means currency, including travelers cheques, paid out in accordance with the Association Rules to a holder of a valid Visa, Discover, MasterCard card or Network One card, except for any such currency or traveler’s cheques paid out through an automated teller machine.
(n) “Chargeback” means a disputed charge by a Cardholder or rejected charge form or other evidence of a Card purchase by a Cardholder of goods and/or services from a Merchant that is returned unpaid by the Card Issuer.
(o) “Credit Transaction” means the exchange, return of, and adjustment on merchandise or services sold by a Merchant in a Sales Transaction and the face amount thereof when used in this Agreement in reference to payments to the Cardholder.
(p) “Credit Voucher” means a document, or an electronic record submitted to AGGREGATOR by a Merchant evidencing any refund or price adjustment to be credited to a Cardholder account.
(q) “Data Capture” means a computerized function whereby Aggregator and Aggregator’s Merchants electronically collect and record certain Card information which is required by Associations to accept, process and pay Merchants for Card transactions accepted by Merchants for merchandise sold or services rendered to Cardholder (s).
(r) “Depository Account” means an account maintained by AGGREGATOR with any depository institution designated by AGGREGATOR and located in the United States to which AGGREGATOR funds will be credited and Chargeback, processing fees and adjustments will be debited.
(s) “Electronic Commerce” means the sale of goods and services electronically over the Internet or other networks.
(t) “Electronic Services” means any ‘on-line’ Internet or ‘world wide web’ system or application that provides Card authorization and/or settlement transactions, or that allows collection of such data over the Internet.
(u) “Hyperlink” or “Hotlink” means a digital phone number of another computer or network location through the use of active reference words, names, pictures or logos or other text or graphic contained on a web page which provide a link to another web site or page and enables or cause navigation or conveyance thereto by pointing and clicking or otherwise entering thereon through the use of a PC mouse or other ‘point-and-click’ device.
(v) “ICA” means an Inter Bank Card Association number issued by MasterCard.
(w) “Interchange System” means the electronic transmission system of Association and any other applicable Card issuer for the exchange of debit and credit transactions data.
(x) “Internet” means an interconnection of networks and/or any system, program, application or service that makes use of the global communication network known as the “world wide web”;
(y) “Internet Transaction” means any non-face to face Card sale, sales draft, sales voucher, credit, credit voucher, sales voucher or void transaction conducted, collected or retrieved over the Internet to via a virtual terminal;
(z) “MasterCard” means MasterCard International Incorporated and its successors and assigns.
(aa) “Merchant” means a business entity that accepts Cards as payments for products and services and with which Aggregator has contracted to provide collection of such payments from the Card issuer.
(bb) “Merchant Account” means an account maintained by a merchant with the AGGREGATOR, which funds will be credited and Chargeback, processing fees and adjustments will be debited.
(cc) “Merchant Acquiring Business” shall mean (i) the entering into agreements with Merchants for the provision of Credit Card Processing Services and (ii) the disbursement of currency in a Cash disbursement. Such definition shall not include the issuance of credit cards.
(dd)“Merchant Processing Services” shall mean all services necessary to authorize, data capture, process, settle and reconcile transactions effected by Merchants with holders of Visa, Discover ,MasterCard credit and debit cards and the services necessary to authorize, data capture and process (and when permitted by the applicable card sponsor, settle and reconcile) transactions effected by merchants with holders of other credit and debit cards, including, without limitation American Express, Discover, JCB, Maestro, Visa Debit Electron and Diners Club/Carte Blanche, as well as “smart cards”, stored value cards and other cards for which merchants need the types of acquiring services described herein, but excluding private label cards, and to authorize, data capture, process and settle cash advances made by AGGREGATOR to holders of Visa, Discover and MasterCard credit and debit cards, Network One cards, and related products and services, including the switching services necessary to facilitate the receipt by merchants of check authorization and guarantee services. The term shall not include any card issuing or related activities or services.
(ee) “Merchant Processing Agreement” means a written agreement entered between the Aggregator and a Merchant pertaining to Bank card Sales by the Merchant.
(ff) “Merchant web site” means an Internet or World Wide Web site representing an on- line virtual storefront or outlet for the Merchant merchandise or service.
(gg) “Network One” means the network used to process Heritage Bank’s Proprietary cards and the proprietary cards of Credit Unions and the National Bank of Belize. (hh)“Secure transaction” means a transaction encrypted using a cryptographic technique such as Secure Socket Layer (SSL), or other Aggregator approved technique to safeguard electronic Internet transactions.
(ii)“Secure Socket layer” “SSL” means a standard (developed by Netscape Communications Company) that encrypts data between a web browser and a web server. (jj) “Rules” mean all bylaws, rules, operational regulations, procedures and guidelines promulgated by the Associations, Heritage Bank, National Bank or Network One as they may from time to time be amended.
(kk) “Total Sales Price” means the total sum of the sale and any applicable shipping or taxes or other fees.
(ll) “Transaction” means a Visa, Discover, MasterCard or Network One Sales Transaction, Credit Transaction, or Chargeback.
(mm) “Transaction Record” means an instrument or electronic record arising from the use of a Card, which evidences an obligation on the part of the Cardholder to pay money to the Card Issuer.
(nn) “Terminal” means a communication device used to enter transaction data into a system and/or Authorized Card transactions.
(oo) “World Wide Web” means an international virtual-network-based information service composed of Internet host computers that provide on-line information in a specific hypertext format.
(pp) “Web” means World Wide Web.
2. HONORING CREDIT AND DEBIT CARDS
Merchant agrees to use Aggregator and/or its agents for all transactions, unless otherwise agreed by Aggregator. Merchant will honor properly tendered Cards issued by any Card Issuer, and will not discriminate between cardholder and cash customers or between cardholders of difference Card Issuers, i.e. Merchant will sell Merchant’s goods and/or services to Cardholders at Merchant’s regular cash prices, including any special sales price then in effect, without service or carrying charges of any kind and will not make special charge (including what is commonly known as a “surcharge”) or extract any special agreement, condition or security from a Cardholder and without otherwise requiring any Cardholder to pay any part of the discount charged the Merchant hereunder and will not refuse to exchange, accept return of, or adjust merchandise purchased if any such exchange, return or adjustment is permitted to cash customers.
Merchant is hereby prohibited from processing or submitting to the Aggregator, any transaction not conducted at the Merchant’s main place of business. If at any time the Merchant changes its main place of business, it shall inform the Aggregator as such forthwith and in any event within seven (7) days of any such change.
All Internet Transactions tendered to the Aggregator by the Merchant will represent obligations of Cardholders in amounts set forth therein for merchandise sold or services rendered only and shall not include or involve any element of credit for any other purpose. To the extent permitted by law, the Merchant agrees to indemnify and hold the Aggregator harmless from any claim made against the Aggregator or for any other damage or liability incurred by the Aggregator relating to any Internet Transactions sales processed by the Aggregator; interposed by any party or persons by way of actions, claim suit, defense, dispute, offset, crossclaim, or counterclaim. The Merchant represents that as of the date any Internet Transaction is rendered to the Aggregator, the Merchant has no information, knowledge, notice or belief that would impair the validity of the sale or its collection
3. AUTHORIZING INTERNET TRANSACTIONS
For authorization, data processing and settlement of its Internet Transactions conducted by an Electronic Service, Merchant:
(a) will provide details of the relevant web site(s) and/or Email address for the communication of all such information whether on-line or otherwise.
(b) agrees to comply with the instructions that Aggregator gives to Merchant concerning the media specifications, formats, transmission and/or delivery for all authorization, processing and settlement data.
(c) authorizes Aggregator to accept data containing Visa, Discover, MasterCard, Network One, and other card transactions that Aggregator may support (confirmed by Aggregator) transmitted to Aggregator by such on-line communication, and agrees to permit Aggregator to respond to or otherwise communicate with Merchant by such on-line communication;
(d) will be solely responsible to investigate the authenticity of the instructions for its Internet Transactions, as communicated to us, and to make any and all reasonable and necessary enquiries concerning such instructions for its Internet Transactions generally.
(e) agrees that Aggregator’s records as to whether any Internet transactions has been performed and Aggregator’s account or determination of the details of any Internet Transactions will be correct is binding on Merchant in the absence of contrary evidence that is satisfactory to us; and
(f) agrees to accept complete responsibility for all settlements on its Internet Transactions made by Aggregator on its behalf in accordance with this Agreement;
(g) agrees that it may be held liable for any misuse of credit card information that has been collected from its web site.
4. MERCHANT ACCOUNT – DEPOSITING INTERNET TRANSACTIONS and FEES
Subject to the terms and conditions of this Agreement, and within a reasonable time of receiving all necessary Internet Transaction information from the data processor, the Aggregator will
a) credit to the Merchant’s Account the Total Sales Price thereof and deduct the discount of 4.5% for Visa, Mastercard and Discover Transaction and 2.0% for Network One Transaction and a per transaction fee of BZD$.40 or such fees as the Aggregator may advise the Merchant from time to time in writing
b) debit Merchant’s account for the amount of refund or credit transactions reflected by that processing data
c.) Aggregator will automatically charge Merchant account a monthly Service Fee of BZ $0 for all gateway fees and other fees as per below monthly fees.
All Internet Transactions must be authorized by the Aggregator’s approved electronic service provider and deposited via an Electronic Service.
The Aggregator requires Merchant to maintain a Merchant Account or procure any other service of the Aggregator, which is essential to the operation of the card plan, from the Aggregator or its subsidiaries. The Aggregator shall have the sole right to receive payments on Card Sales purchased by the Aggregator. The Merchant agrees not to sue or make any collections thereon, except as may be specifically authorized by the Aggregator in writing.
All figures are subject to final audit and review by the Aggregator, and the Merchant agrees that in the case of any inaccuracies, the Aggregator may charge/debit or credit the Merchant’s account, without notice, for any deficiencies or overages, as the case may be. The Merchant hereby waives notice of default or non-payment, protest and notice of protest, demand for payment and any other demands or notices in connection with this agreement or any Internet Transaction. The Merchant hereby consents to extensions of time granted, or compromises made, with any cardholder liable on any Internet Transaction without affecting the Merchant’s liability thereon or as stated herein.
Aggregator will automatically charge Merchant Account BZD$40.00 for each chargeback processing conducted on behalf of merchant and Aggregator may increase this fee to BZD$50.00 when chargeback to sale count ratio exceeds 1.5% and when chargeback count exceeds 100 in any given month. Aggregator will charge merchant a flat fee of BZD$1,500 for each month the chargeback reserve ratio meets or exceeds 2%; and Chargeback count meets or exceeds 200.
Aggregator will automatically charge Merchant account BZD$10.00 for each retrieval request processing conducted on behalf of merchant.
Merchant Monthly Fees:
$40.00BZD – Access to the gateway fee for a maximum of 200 transactions- thereafter $0.15 per transaction
$22.00BZD- Secure code fee – covers an extra security in place to prevent fraud
$20.00BZD – Website crawling fee, a third party vendor scrubs the website on a monthly basis to detect any changes to the website.
$10.00BZD – Account maintenance fee
$8.00BZD – PCI (Payment Card Industry) compliant fee
Aggregator will automatically charge Merchant account 20% of fraud dollar amount as defined by Association; plus, an additional BZD$250.00 for each week that Aggregator must work with Merchant to have Merchant removed from Association fraud programs.
The charges mentioned in this Section 4 are Aggregator, Gateway, Processor and Service Provider fees only; and therefore do not prevent Aggregator from further automatically debiting Merchant account for any fines levy by the Gateway, Visa, Discover, Network One and/or MasterCard as a result of Merchant performance.
5. CREDIT TRANSACTIONS
Merchant shall make no cash refunds to purchasers of Internet Transactions. If any merchandise is returned or price adjustment allowed or the purchaser is not the person whose name appears as Cardholder, Merchant will process a credit in the form of an electronic transaction within three (3) business days of the Cardholder request of refund or return. Merchant will indemnify the Aggregator against all liability, loss, claims and demands whatsoever arising in connection with the return of merchandise or price adjustments.
6. INTERNET SECURITY
For authorization, data processing and settlement of its Internet Transactions conducted by an electronic Service, Merchant shall abide by the following Internet security requirements.
(i) Minimum Standard: Merchant will not accept any Internet Transaction without utilizing Secure Socket Layer (“SSL”) encryption technology, or equivalent or better encryption methodology approved by Aggregator in writing, to protect Cardholder and authorized user information from disclosure via the Internet to anyone other than Aggregator or its authorized agents. Card number information must not be collected by using an unsecured channel, such as electronic mail. At all times during Merchant’s processing a settlement on Internet Transactions, Merchant agrees to maintain a valid SSL or other security digital certificate, satisfactory to Aggregator in its sole discretion, which shall be renewed by Merchant upon its expiry. Merchant also agrees that it shall, at its own expense, maintain, operate and, if necessary, upgrade all its systems, equipment and software, to enable it to keep logs of all web servers and firewall data access activity information, and merchant will store this information in an appropriate manner.
(ii) Changes to Minimum Standard: Aggregator reserves the right in its sole and absolute discretion, at any time and from time to time, to change its minimum security “acceptable” standard for the protection of processing data or other data transmitted via the Internet by any sender or recipient in connection with Merchant’s Internet Transactions. Aggregator will notify Merchant of any change in its minimum data encryption security standard after its adoption of any such change, with the proviso that Aggregator shall not incur any liability of any nature whatsoever as a result of any failure to give such notice to Merchant and provided further that Aggregator may rely on all of the provisions of this 6 (ii), notwithstanding that no such notice may have been given. a) In the event of any such change in the above minimum data encryption security standard of the Aggregator, Aggregator will not be required to perform any authorization or data processing for Internet Transactions until Aggregator is satisfied that Merchant has complied with the applicable modified standard. Without limiting the scope of Aggregator’s discretion as noted above, any such change in Aggregator’s security standard shall be implemented as a result of changes and improvements in the security level standards for the Internet. Currently the minimum encryption level is 64-bit. Upon receipt of written notice from Aggregator, Merchant agrees that it shall, at its own expense, maintain, operate and, if necessary, upgrade all systems, equipment and software necessary for the secure transmission of data on the Internet to or by Merchant in connection with its Internet Transactions to ensure the privacy and confidentiality of Cardholder and Authorized user information. Merchant further agrees that, when available for such Transactions (upon Aggregator’s advice to Merchant), it shall cooperate with Aggregator in the implementation, operation and maintenance, all at Merchant’s own expense, of the system and administration necessary for the use, in connection with its Internet Transactions, of the joint Visa-MasterCard security initiative known as SET (Secure Electronic Transactions™).
(iii) Aggregator Not Responsible for Security Breaches: Notwithstanding the adoption, modification, implementation or operation by Aggregator of any minimum encryption standard or of any minimum database requirement (referred to in 9 (vi) below) at any time, Aggregator
makes no representation or warranty to Merchant as to the effectiveness of the protection provided by any such minimum security standard or any such minimum database requirement prevailing at any time and from time to time, nor as to their respective suitability for avoiding, preventing or reducing any cost, loss, damage or expense which is or may be incurred by Merchant as a result of breaches of any prevailing security system required or recommended by Aggregator. Merchant will be solely and completely responsible for any and all security breaches arising from or relating to its Internet Transactions other than caused by Aggregator’s gross negligence or willful misconduct.
(iv) Merchant shall take all necessary measures and install requisite systems and protocols to safeguard all details, information and other sensitive data of the Aggregator, customers and Cardholders and in doing so the Merchant shall ensure compliance with any and all information protection requirements outlined in Account Information Security Program (AIS), Payment Card Industry Standards (PCI) and Data Security Standards (DSS).
(v) Merchant agrees to register for 3D Secure and take all necessary steps to integrate website to ensure transactions are processed using 3D Secure either by MasterCard SecureCode and/or Verified by VISA (VBV) for Visa; which gives an added layer of security to the payment system.
7. MINIMUM INFORMATION REQUIREMENTS FOR INTERNET MERCHANTS’ WEBSITE
Merchant will adequately exhibit such advertising displays as the Aggregator (or its designate) may provide for advising the public that Cards will be honored by Merchant on Merchant’s website. Merchant will not display any other advertising materials that identify or make use of the service mark of the Card Associations’ names unless approved by the Aggregator.
1) Minimum Information Requirements for the Web Site: Merchant agrees that it shall, at its sole expense, maintain, operate, and, if necessary, upgrade all systems, equipment and software if necessary to adhere to the following minimum information requirements to be disclosed on its Web Site in connection with any and all of its Internet transactions: a) Merchant’s business trade name and the corresponding registered domain name; b) A complete description of goods or services; c) Merchant’s return/refund policies; d) All customer service contact information; for example, electronic mail address, helpdesk contact numbers, telephone numbers – including country code, toll-free and non-toll-free numbers, facsimile numbers, etc; e)
Merchant’s domicile country and Transaction currency, whether Canadian or US Dollars, or otherwise; f) Export restriction (if applicable); g) Merchant’s delivery policy; for example, if restricted to United States or another country or any division or area within a country, etc; h) The country in which the Merchant (or the seller, if not the merchant) is officially registered and located; i) Display by Merchant of an appropriate Association acceptance mark on Merchant’s Web Site, unless prohibited by Merchant’s trade association; and j) other information as required by Aggregator from time to time.
2) The Internet. Aggregator does not warrant or represent that the Internet will operate without interruptions or be error free. Aggregator shall not be liable to the Merchant for damages, loss, costs or liabilities of whatsoever kind suffered or incurred from Internet system downtime or other failures of the Internet system.
3) Minimum Database Requirements. Merchant agrees that it shall, at its own expense, maintain, operate and, if necessary, upon Aggregator’s written notice to Merchant, upgrade all systems, equipment and software necessary for the secure storage of data pertaining to its Internet Transactions, whether self- hosted or third-party hosted, to ensure the privacy and confidentiality of Cardholder and Authorized user information. The minimum Internet Transaction database security requirements include the following:
a) The database data should be encrypted.
b) The database must be in a physically secured (locked) room.
c) Access must be restricted to staff on a business need only basis.
d) Database access must be password protected.
e) The default database, web server and application password must be changed upon system implementation and must be changed thereafter on a monthly basis following industry standard change control procedures.
f) The default system access privileges must be changed/ tightened upon system implementation to ensure that least access is permitted for authorized individuals only.
g) The default database product encryption key must be changed upon system implementation and must be changed thereafter on an annual basis.
h) The database backups must be subject to similar physical safekeeping measures and access must be limited to authorized staff only.
i) Obsolete database backups must be erased to ensure that Internet Transactions data cannot be recovered.
j) The database used to store Internet transaction data must not be resident on or accessible by the web server and must not be addressable or accessible from the internet, nor accessible through public telecommunication lines. Unused services on the web server, including but not limited to various other communication protocols, must be disabled or removed;
k) A router or firewall is installed between the web server and the Internet to screen out other communication protocols that are not required for Internet commerce.
l) The controls as defined above are to be reviewed on a periodic basis to ensure that they are still in effect.
m) Such other requirements as Aggregator may reasonably require from time to time.
8. UNQUALIFIED INTERNET CARD TRANSACTIONS
The Merchant shall be liable to the Aggregator for all Internet Transactions, and the Aggregator shall also have the right at any time to charge the Merchant or the Merchant’s account therefore, without notice, in any situation relating to an Internet Transaction or Merchant’s obligations under this Agreement where.
(i) The Card is invalid.
(ii) Merchandise is returned or services are disputed by Cardholder whether or not a credit voucher is issued or delivered to the Aggregator.
(iii) Internet Transaction is alleged to have been drawn, accepted or endorsed improperly or without authority.
(iv) The Cardholder disputes the sale, quality, or delivery of merchandise or the performance or quality of services rendered as set forth on the Card Sale accepted by such holder or authorized user.
(v) The Internet Transaction was drawn by, or depository credit given to, the Merchant in circumstances constituting a breach of any term, condition, representation, warranty, or duty of the Merchant hereunder.
(vi) The extension of credit for merchandise sold or services performed was in violation of law or the rules regulations of any governmental agency, local or otherwise.
9. GENERAL
Upon presentation of a Card by the Cardholder for an Internet Transaction the Merchant agrees that Visa, Discover and MasterCard consider all Internet transactions as “Electronic Commerce Transactions (ECT)” as defined, and that they are subject to the respective Association Operating Rules and Regulations for the Latin America & Caribbean Region. Merchant further agrees that an electronic authorization for each sale must be obtained; that electronic receipts will be provided to Cardholder in the form of return email or other communication to the Cardholder specifically authorized by the Aggregator with data as defined by Aggregator and best business practices; that merchandise or
services will be shipped or fulfilled before submitting transaction for settlement to Aggregator; and that Merchant agrees to transmit data on all Internet transactions per established Aggregator security procedures and policy guidelines.
The Merchant will:
(i) Observe and comply with the applicable Rules and Regulations promulgated under the program and such procedures as the Aggregator or Card Associations may prescribe for Internet Transactions. The terms of this Agreement may be changed with 30 days’ notice to the Merchant.
(ii) Preserve all records pertaining to Internet Transactions for six years from date thereof and permit the Aggregator to examine and verify same at any reasonable time.
(iii) Execute and file such statements and notices as the Aggregator may request to preserve or protect its interests hereunder.
(iv) Indemnify and save harmless the Aggregator, its employees, officers and directors and their respective successor and assigns against all actions, causes of action, proceedings, liability, claims, damages and costs whatsoever (including without limitation legal costs and expenses) that may now or at any future time directly or indirectly relate or arise (a) as a result of a failure to pass on the Merchant’s electronic file transmissions of any Internet Transaction to the Aggregator and (b) out of the processing of Internet Transaction other than in relation to any gross negligence on the Aggregator’s part.
(v) Waive notice of default or non-payment, protest or notice of protest, demand for payment and any demand or notice in connection with any Internet Transactions, or this Agreement and consents to all extension or compromises given any Cardholder and agrees that such does not affect any liability of Merchant hereunder.
(vi) make its own arrangements to obtain, install and maintain all at its own expense, the server(s) and communications equipment it considers necessary to provide the levels of service and reliability that it desires, and which meet the operating capabilities, specifications and security requirements (as detailed above) for such hardware and communications equipment, as Aggregator may require from time to time.
(vii) notify Aggregator immediately if any change occurs in the information contained in this Merchant Agreement.
(viii) provide to Aggregator upon request evidence of transactions, shipping records, or other data as may be required by Aggregator from time to time relating to transactions covered by this Agreement.
(ix) pay Aggregator fees for the Internet Electronic Services and such other services provided by the Aggregator as set forth in this Agreement. Aggregator may modify pricing by providing 30 days written notice to Merchant. Merchant will maintain a Merchant Account with Aggregator, from which these fees will be deducted by Aggregator. Any charge listed in an applicable schedule of rates is subject to change, and Aggregator may amend any charge upon 30 days’ prior written notice.
(x) Comply with the Belize Money Laundering (Prevention) Act, 1996 as may be amended from time to time and any other applicable legislation required under Belize law;
(xi) Ensure that the nature of the Internet business does not violate any local laws or is deemed illegal in the jurisdiction where the web server and/or Internet business is being conducted.
(xii) Not re-route or promote re-routing of customers, potential customers or cardholders to other websites for conducting any Internet Transaction.
(xiii) Not conduct or allow the carrying out of any nature of business which is illegal, dangerous or disreputable. If at any time there is any change, addition or discontinuance of the nature of business of the Merchant, including but not limited to any change in the type of product, merchandise or service sold, such Merchant shall inform the Aggregator forthwith.
10. LIMITATIONS AND LIABILITY
The Aggregator has sole right to receive payments on Internet Transactions deposited with the Aggregator until Chargeback to Merchant. The Merchant will not accept any such payments and hereby assigns to the Aggregator all its right, title and interest in and to all Internet Transactions.
In no event shall Aggregator be liable to the Merchant or otherwise under any theory, principle, law or equity for any lost profits, exemplary, punitive, special, incidental, indirect, or consequential damages whether based on contract, tort, or any other law or legal or equitable theory or principle.
11. REPRESENTATIONS AND WARRANTIES
As to each Internet Transaction the Merchant submits to the Aggregator, and the transaction it evidences, Merchant will be deemed to represent and warrant to the Aggregator that.
(i) It represents a bona fide sale of only merchandise or services in the ordinary course of business for the Total Sale Price.
(ii) Merchant has performed Merchant’s obligation to purchaser in connection with the transaction evidenced thereby.
(iii) It involved no advance of cash and no obligation, contingent or otherwise to return cash and no transaction other than described therein.
(iv) It is, in all respects, as required by and in compliance with this Agreement, and all laws, rules and regulations, governing the same, and a true completed copy thereof was given to Cardholder at time of sale.
(v) Merchant has no knowledge or notice that would impair enforceability or collection thereof as against the named Cardholder.
Aggregator specifically disclaims all warranties of any kind, express or implied, including warranties of Merchant ability and fitness for a particular purpose, arising out of or relating to this Agreement.
12. CHARGEBACKS
Aggregator may require Merchant to establish deposit account, funded by an amount based upon a percentage of projected sales, and set forth in this Agreement, as a reserve against possible loss from Chargeback, fraud, or other situations wherein Internet transactions are returned to Merchant without recourse. The balance required for this account may be adjusted up or down following quarterly or special review of actual sales volume. Withdrawals from this account are only permitted with Aggregator Approval.
If there are insufficient funds in the Merchant’s deposit accounts, Merchants hereby authorizes Aggregator to debit any other account that Merchant has with the Aggregator. If any such debit results in an overdraft in Merchant’s accounts, Merchant will, on first demand, pay Aggregator the amount of the overdraft, together with applicable interest fees; any charge listed in an applicable schedule of fees is subject to change, and Aggregator may amend any charge upon 30 days prior written notice.
Merchant agrees and understands that all Internet transactions can be charged back or returned to Merchant if disputed by the Cardholder, even if previously authorized by the Card Issuer on the Cardholders’ behalf. Merchant further agrees that Aggregator will debit Merchants’ Accounts for such disputes and other Chargeback that are presented to the Aggregator without exception. Aggregator may also refuse to credit Merchant Account if it is determined by the Aggregator that Merchant has violated commonly practiced Card standards, Associations’ regulations and procedures, and charge Internet transactions back to Merchant, even if previously authorized by or on behalf of the Card issuer. The Merchant agrees that Aggregator may take either action also if an Internet Transaction is, or is claimed by the Cardholder or an Authorized User to be fraudulent or unauthorized.
The Aggregator May:
(i) Retain a percentage of the total gross sales in the amount of 10%, or any other amount notified by Aggregator, from all Internet Transactions on any day as security for Chargeback. The Aggregator will retain a percentage for a maximum period of 90 days at the end of which the sales retained will be released to the Merchant, unless otherwise determined by the Aggregator in its sole discretion and upon written notice to the Merchant, and
(ii) If Aggregator deems the chargeback Reserve in (i) above may be insufficient, the Aggregator may request that the Merchant maintains with the Aggregator, as additional security for Chargeback,
a fixed amount in dollars or a percentage of the anticipated total gross sales from all Internet Transactions for a period be determined by the Aggregator in its sole discretion.
The above will continue a rolling basis until termination of the Agreement at which time the Aggregator will continue to hold the security for an additional 90 days from the date processing ceases.
As per chargeback timeframes set by the Associations, in the event the Merchant has chargeback, which are still outstanding after the additional hold of 90 days from the date of termination, the Aggregator will reserve the right to hold funds equivalent to the outstanding chargeback amounts for a longer period after the date processing ceases. The Aggregator will notify the Merchant of this required amount and period.
The percentage of gross sale to be secured against Charge backs will be reviewed regularly and adjusted as required by the Aggregator and the Merchant will be notified in writing accordingly. Merchant shall agree that Aggregator has the right to adjust at any time the Chargeback percentage rate and debit the Merchant’s Account and transfer into a separate reserve account.
Notwithstanding the time stipulations in the above provision, if there is a chargeback of any Internet Transaction conducted with the Merchant such Merchant shall bear the responsibility for the liabilities, losses, processing fees and/or expenses incurred by the Aggregator due to any such chargeback which responsibility shall survive beyond the termination or expiration of the term of this agreement and until such time as is applicable.
13. CONFIDENTIALITY
Merchant will not sell, purchase or provide to any third party any Cardholder information obtained from Internet Transactions, including the Cardholders email address.
14. TERMINATION
This Agreement becomes effective when signed by both parties and binds their respective heirs, representatives, successors and assigns. It shall remain in full force and effect for a period of two (2) years from the date of this Agreement (the “Original Term”). After the Original Terms, this Agreement shall automatically be renewed for consecutive periods of one (1) year each (a “Renewal Term”) unless either party gives the other party not less than ninety (90) days written notice prior to the Original Term or then current Renewal
Term that the Agreement will not be renewed. All obligations of the Merchant incurred, or existing under this Agreement as of the date of termination shall survive such termination.
If any term of this Agreement shall be invalid or unenforceable, the remainder of this Agreement and any other application of such terms shall not be affected thereby. This Agreement shall be construed in accordance with the laws of Belize. The whole terms and conditions of this Agreement shall remain in full force and effect.
Merchant agrees not to engage in any illegal or restricted activity as defined by Aggregator in its sole discretion. Merchant agrees to allow Aggregator inspection of its Merchant Web Site and marketing and/or business plan and agrees to immediately refrain from offering products unacceptable or offensive to Aggregator, when such unacceptability is presented in writing to Merchant by Aggregator.
Aggregator can terminate a Merchant immediately at any time without any notice for the following reasons:
(i) Illegal or restricted activity as defined by Aggregator in its sole discretion. Merchant agrees to allow Aggregator inspection of its Merchant web site and agrees to immediately refrain from offering products unacceptable or offensive to Aggregator.
(ii) In violation of compliance of the Latin America and Caribbean Region (LACR) Card Associations Rules and Regulations
(iii) Merchant’s conduct is in breach of this Agreement
(iv) Merchant’s website is not in compliance with the product or services that Merchant originally stated to Aggregator.
(v) Aggregator is not satisfied with the manner that the Merchant is operating and conducting the Merchant Account
(vi) If the amount of Merchant’s Chargeback and/or fraud rates are unacceptable by the Aggregator.
(vii) Aggregator obtains information that Merchant is involved in fraud or scam or engaged in illegal activity in the jurisdiction where the web site or server is domiciled, and the services or product is marketed.
(viii) Merchant has not provided full disclosure of any former, current or pending litigation or third-party legal actions against Merchant.
(xi)Merchant advertising practices are deliberately misleading and/or its customer relations is not sufficiently alert and attentive that cause or have the potential to cause increasing chargeback
Merchant may terminate this agreement for cause upon notice in writing by giving Aggregator sixty (60) days written notice. If Merchant ceases using Internet transaction services before the sixty (60) days, it will owe Aggregator for all outstanding fees, plus all recurring monthly fees for the above sixty (60) day notification period. Aggregator retains the right to hold the monies in the Chargeback reserve account for a period of 180 days from the date of the last Internet financial transactions.
In addition, the Aggregator will reserve the right to hold additional funds equivalent to any outstanding chargeback amounts up to a maximum of 300 days after the date processing ceases due to the chargeback timeframes set by the Associations. The Aggregator will notify the Merchant of this required amount to be held for the additional 120 days.
Aggregator may terminate this Agreement or suspend its services there under at any time without notice, notwithstanding paragraph 15 or any other paragraph of this Agreement, and put a hold on Merchant’s Account if Merchant becomes insolvent, Aggregator, in state of moratorium or in breach of Agreement, or if Aggregator deems itself to be insecure with respect to Merchant’s business, or for any other reason deemed necessary by Aggregator.
15. INDEMNIFICATION
Without limiting any of the Aggregator’s indemnification rights arising under this Agreement whatsoever, Merchant agrees also to indemnify and hold Aggregator harmless from all loss or liability which Aggregator incurs or to which Aggregator may be subjected in connection with any claims by Merchant or any third party arising out of Merchant’s Internet Transactions (including, without limitation, any claim arising out of the inaccuracy or incompleteness of information furnished to the Aggregator for the authorization, processing and settlement of Merchant’s Internet Transactions) other than as a result of the gross negligence or willful misconduct of the Aggregator. Merchant shall indemnify and hold Aggregator, the Interchange System, and their respective officer, directors, agents, successors, and assigns harmless from and against all liability, loss, damage, claim, action, and expenses (including reasonable attorney fess) based upon or arising out of (a) any breach by Merchant of any representation, warranty, or covenant set forth in this Agreement or (b) any failure by Merchant to fully comply with the terms and conditions of this Agreement.
Merchant shall be liable for and shall reimburse Aggregator for any and all costs, expenses, and charges, including, without limitation, reasonable attorney fees and administrative cost and fines incurred by Aggregator in the (a) collection of any amount owed by Merchant under this Agreement; (b) enforcement of any term of this Agreement; or (c) processing of Chargeback and credits.
16. AMENDMENT
Except as otherwise specifically provided in this Agreement, no provision of this Agreement may be amended, modified, or waived without prior written agreement signed
by Aggregator or a written notice sent by Aggregator. This Agreement may be amended by Aggregator from time to time upon written notice of the change (s) in terms and conditions. Any amendment to this Agreement shall be effective when expressly agreed or the later of the effective date contained in the notice or 15days after the notice is mailed.
17. NOTICES
Any notice or notification to be given by any party to any other party hereunder may be delivered by hand or sent by first class post or fax or given by telephone (but in the case of notification by telephone it shall be confirmed immediately by letter delivered by hand or by fax) addressed in each case to the relevant party as its address specified in this Agreement (or such other address as such party may notify from time to time for this purpose). Any such notice shall take effect at the time of authorization except in the case of a notice sent by first class post, which shall take effect at the opening of business on the first business day after authorization. Notwithstanding the specified format, notices may also be given in the usual manner and using the usual channel by which Aggregator and Merchant communicate during the normal course of business.
18. FORCE MAJEURE
Neither party hereunder shall be liable for any failure or performance, which is attributed to a cause beyond its reasonable control, including, but not limited to, hurricanes, floods, windstorms, civil disturbances, fire, failure of third party communications carriers and any similar occurrences. Upon happening of any event of force majeure, the party so affected shall give written notice to the other party and shall take all reasonable steps to minimize both the effect and duration of such event.
19. NO PARTNERSHIP
The parties shall perform all of their duties under this Agreement as independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, joint venture, co-ownership or otherwise participants in a joint undertaking. Nothing in this Agreement shall be construed to give the other party the power to direct or control the daily activities of the other party, or to constitute the parties as employer or employee, franchiser or franchisee. The parties understand and agree that, except as specifically represented in this Agreement, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of the other party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other party, or to transfer, release, or waive any right, title, or interest of such other party.
20. ASSIGNMENT
Merchant shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder without the prior written consent of the Aggregator. Aggregator may assign this Agreement or all or any of its rights and obligations hereunder at its sole and absolute discretion.
21. INVALIDITY AND SEVERABILITY
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceability provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
22. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly contained in this Agreement; and any changes to this Agreement should be made in writing and agreed in writing by both parties.
23. WAIVER
The waiver by the Aggregator of a breach or default of any of the provisions of this Agreement by the Merchant shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission by the Aggregator to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Merchant.
1. HEADINGS
2. GOVERNING LAW
The headings in the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of Belize. Any disputes, which may arise between the parties concerning this Agreement, shall be determined by the Belize Courts and the parties hereby submit to the exclusive jurisdiction of Belize Courts for such purpose.
Merchant declares to have read and understood all the conditions of this Agreement and furthermore declares that possible questions and remarks have been satisfactorily answered and explained by Aggregator. Merchant acknowledges and accepts the importance of strictly complying, and will comply, with all the conditions of this Agreement such as, but expressly not limited to section concerning Chargeback and understands the risk and liabilities inherent to Internet transactions. Merchant declares to have agreed to this Agreement without any reservations whatsoever.
IN WITNESS HEREOF, the parties have caused the Agreement to be executed in Belize by duly authorized officers on this day of in the year _____.
Aggregator Merchant/Business
Business Owner Name
BH&I Limited