PAYMENT GATEWAY AGREEMENT
DEFINITIONS
The following words have these meanings:
“Anti Fraud Checking” means a series of checks made on a Web Payment Transaction (payment only);
“Application Provider” means a third party who provides to and hosts on behalf of an Applicant an application that requires certification under PCI DSS;
“Approved Application Provider” means an Application Provider who meets the security standards set out by the Bank and card scheme providers;
“Bank” means in respect of Bank Direct Entry, the Bank specified in the Merchant Application;
“Credit Card Agreement” means an agreement between the Applicant and a Bank or card scheme provider (in the case of American Express, Diners Club and JCB) that provides credit card or charge card facilities authorising the Applicant to process credit card or charge card payments;
“Direct Entry Agreement” means an agreement between the Applicant and the Bank that provides direct entry facilities authorising the Applicant to process direct entry transactions;
“Execution Date” means the date of acceptance by the Applicant of these Terms and Conditions;
“Fees” means amounts billable by PAY FOR ASIA to the Applicant under this Merchant Application;
“Integration Guide” means the integration guide relevant to the Interface set out on the web site of PAY FOR ASIA , as amended from time to time;
"Merchant Application" means either an online or paper based application for the provision by PAY FOR ASIA of Payment Services which refer to these online Terms and Conditions;
“Payment Services” means Transaction processing services provided by PAY FOR ASIA utilising the Payment System including the provision of access via the web to a merchant management facility and the distribution of emailed Transaction reports, as applicable; “Payment System” means the software and technology system known as PAY FOR ASIA , eSec or Direct One payments gateway enabling a payment to be made using either a phone or a web site;
“Term” means in respect of Post Paid Plan 2 and Post Paid Plan 3, three years, and in respect of all other plans, the earlier of the period during which the Transaction Entitlement (if any) is used and one year;
“Transaction” means a payment, pre-authorisation of a payment, refund or reversal attempted by the Applicant or their customer, via a credit card or charge card or via direct entry, as applicable; and
“Transaction Entitlement” means the number of Transactions able to be processed by the Applicant specified in the relevant price plan within the Term.
PAYMENT SERVICES
PAY FOR ASIA agrees to provide the Payment Services to the Applicant for the purpose of processing Transactions via the Payment System.
PAY FOR ASIA ’S OBLIGATIONS
PAY FOR ASIA will attempt to process via the Payment System Transactions made using:
any MasterCard Card issued by a member or affiliate of MasterCard International Inc, on which the MasterCard or MasterCard II marks appear, and any other card conforming to the Standards established by MasterCard International Inc.;
any Visa Card issued by a member or affiliate of Visa International on which the Visa marks appear, and any other card conforming to the Standards established by Visa International; and
any duly authorised American Express, Diners Club or JCB credit card which has been approved by PAY FOR ASIA, direct entry,
subject to a valid Credit Card Agreement and Direct Entry Agreement, as applicable, being in place in respect of each type of Transaction to be processed.
CONFIDENTIALITY
PAY FOR ASIA will maintain the confidentiality of each Transaction and will not collect or otherwise deal in commercially sensitive information, except to the extent necessary for the Payment Services.
FEES
The Applicant must pay to PAY FOR ASIA the Fees within 30 days of invoice date. PAY FOR ASIA is not obliged to refund any portion of the Fees in the event that this Merchant Application is terminated for any reason. In the event you default in making payment and recovery action is undertaken, you will be responsible for all expenses in relation to the collection of the outstanding amount including, but not limited to, all charges and fees, legal costs on an indemnity basis, and disbursements.
AUTHORITY
The Applicant authorises PAY FOR ASIA , the Bank and any other required party to:
discuss any matter that relates to the establishment of an Internet Merchant Account, the provision of the Payment Services and the Applicant’s Obligations, complete and/ or correct any details in this Merchant Application, and
provide where necessary a copy of this Merchant Application as evidence of the granting of such authority.
SOFTWARE (as applicable)
PAY FOR ASIA licenses to the Applicant on a non-exclusive non-transferable basis for use on the Web Site during the Term, such software as is necessary to link the Web Site to the Payment System.
APPLICANT’S OBLIGATIONS
Without limiting the Applicant’s obligations under this Merchant Application, the Applicant will:
comply with all reasonable directions of PAY FOR ASIA relating to the Payment Services including only implementing an Interface exactly to the specification of the relevant Integration Guide;
if hosting the Payment Services with an Application Provider, only do so with one that is an Approved Application Provider; and
comply with all technical, security and privacy standards set out by the Bank and the card scheme providers and provide evidence of compliance to PAY FOR ASIA upon request.
WITHDRAWAL OF PAYMENT SERVICES
PAY FOR ASIA reserves the right to immediately and without notice to the Applicant, withdraw or temporarily suspend, the Payment Services, or any part thereof, in the event that:
the Applicant ceases to be a party to a binding Credit Card Agreement or Direct Entry Agreement;
the Applicant fails to comply with its obligations in relation to this Merchant Application; if advised to do so by any Bank, Visa, MasterCard, Diners, Amex or JCB; if fraud or the inability of the Applicant to meet charge backs is suspected; if the Applicant is suspected of not meeting security standards set out by the Bank or card scheme providers;
this Merchant Application is terminated for any reason; or a service upon which the Payment System relies is unavailable.
LIABILITY
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements and representations relating in any way to the services provided under this Merchant Application are excluded. Without limiting this, PAY FOR ASIA will not be liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any services provided under this Merchant Application.
PRIVACY LEGISLATION
PAY FOR ASIA undertakes to comply with the Privacy Amendment (Private Sector) Act 2000 and the National Privacy Principles in respect of the storage and handling of information.
CONDITIONS PRECEDENT
This Merchant Application is conditional upon the Applicant being granted a Credit Card Agreement and Direct Entry Agreement, as applicable, and PAY FOR ASIA ’s acceptance of this Merchant Application by a duly authorised representative.
TERM
Payment Services will be provided for the Term commencing on the Execution Date and for additional Terms if not otherwise terminated either in writing by either party 14 days after the end of the concluding Term or otherwise in accordance with any term herein.
COMMISSION
PAY FOR ASIA may pay commission to any person who introduces the Applicant to PAY FOR ASIA .
SECURITY
PAY FOR ASIA will not collect or otherwise deal in commercially sensitive information, except to the extent necessary to execute its obligations herein or in respect of the Payment Services Application. FEES PAY FOR ASIA retains sole discretion to set and vary from time to time the fees it charges under the Payment Services Application to the Client, subject to any restrictions therein.
WITHDRAWAL OF PAYMENT SERVICES
PAY FOR ASIA reserves the right to immediately and without notice to the Client and the Referrer, withdraw the Payment Services in the event that:
the Client ceases to be a party to a binding Credit Card Agreement; the Client fails to comply with its obligations in relation to their Payment Services Application; if advised to do so by any Bank, Visa, MasterCard, Diners or Amex; if fraud or the inability of the Client to meet charge backs is suspected; if the Client is suspected of failing to meet security standards set out by card scheme providers; or the Payment Services Application is terminated for any reason. In the event Payment Services are withdrawn, the Referrer is no longer entitled to Commissions.
LIABILITY
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements and representations relating in any way to the services provided under this Application and under the Payment Services Application are excluded. Without limiting this, PAY FOR ASIA will not be liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any services provided under this Application or under the Payment Services Application either by the Applicant or the Client.
PRIVACY LEGISLATION
PAY FOR ASIA will comply with the Privacy Amendment (Private Sector) Act 2000 and the National Privacy Principles in respect of the storage and handling of information.
ACCEPTANCE
The Applicant agrees to be bound by the Terms and Conditions published herein including any and all updates made from time to time,
if in the event of an online application, the Applicant selects the option to accept the Terms and Conditions and clicks the "Set Up My Account" button, or if the event of a paper application, the paper application refers to the Online Terms and Conditions herein,
provided howsoever that if the Applicant, does not agree to any such update, the Applicant may terminate this Merchant Application within 30 days of the update being published.