Merchant Terms And Conditions - Barclaycard

Transcription

Merchant termsand conditionsFor merchant acquiring serviceseffective from 1 December 2019

Contents1Definitions42Our payment responsibilities93Your responsibilities104Chargeback – our right to refuse payment and to chargepayments back to you145Our charges and fees166Promoting payment acceptance167Point-of-sale equipment168Payment security169Your responsibility for our losses1810Cardholder disputes and preventing fraud1911Information you give us and auditing1912Set-off, delayed payment and reserves2013Limitations on our liability2114Direct debits2215Interest on late payments2216Confidentiality2217Changing this agreement2318Ending this agreement2319Transferring or sharing this agreement2420If we do not use our rights2521Communicating with you2522Excluding third-party rights2523Unenforceable terms2524The full agreement2625Law2626Using information about you and your business2627Warranties2828Compliance and regulatory issues2829Complaint procedures2830Suppliers293

11.1DefinitionsAverage weekly turnover means:In this agreement the words andphrases in bold below have themeanings shown next to them unlesswe say otherwise.(a) during the first 12 monthsfollowing the start date, theamount calculated by dividingthe total value of paymentsless refunds and chargebackswe have processed under thisagreement on the calculation dateby the number of weeks passedbetween the start date and thecalculation date; and(b) after the first 12 months followingthe start date,the amountcalculated by dividing the totalvalue of payments less refundsand chargebacks during the 12calendar months immediatelybefore the calculation date by 52.Account means any valid paymentaccount which is issued by an accountprovider under one ofthe schemes.Account holder means the personwho is entitled to use the account andwho is a customer buying goods orservices from you.Account provider means theorganisation with which an accountis held.Account status check means anauthorisation to validate a cardwith no subsequent settlement,and includes Visa account verificationand MasterCard status inquirychecks.Banking day means any day whichis not a Saturday, Sunday or a bankholiday in England.Additional service means anyadditional service we agree to provideto you to help you process paymentsor otherwise.Branch means any branch of BarclaysBank UK plc or Barclays Bank plc.Additional service conditions meansthe conditions we tell you about whichapply to anadditional service.Affiliate means any person directlyor indirectly controlled by, controllingor under direct or indirect commoncontrol with us.Affiliate network has the meaninggiven in condition 19.2.Agreement means these merchantterms and conditions, the procedureguide, the application documents(including the merchant applicationform) and anyadditional service conditions oroperating manuals that apply to you,in each case as amended, updated orreplaced.Application documents means theancillary application documents(including the merchant applicationform) for the services and anyadditional services you apply for.These will be in the form we provideto you, and are subject to agreementbetween you and us.4Barclays group means us and each ofour affiliates.BIN means bank identificationnumber.Card means any valid payment cardor other valid payment device ortoken, which we approve and which isissued by a card issuer in conjunctionwith an account under one of the cardschemes.Card category means any ofthe following:(a)(b)(c)(d)debit card;credit card;commercial card; orprepaid card.Cardholder means the person whois entitled to use the card and whois a customer purchasing goods orservices from you.Card issuer means a member of acard scheme who may issue cards.Card-not-present transactionmeans a telephone order, mail order,online order or any other cardpayment where neither the card northe cardholder is present at yourmerchant outlet.

Card payment means a paymentfor goods or services (includingsupplying cash) you have provided,which the cardholder has authorisedyou to charge to his or her account,including a contactless transaction, aface-to-face transaction and a cardnot-present transaction.Card scheme means Visa andMasterCard (including Maestro) andany other card scheme we approvefor payment acquiring.Chargeback has the meaning given incondition 4.1.Charges and fees means all chargesand fees, including the merchantservice charges, any fees due for theadditional services we provide toyou, and any other charges or feesset out in your merchant applicationform, or that we tell you about in linewith condition 17.Chip-and-PIN compliant means that:(a) the point-of-sale equipment isfully approved, installed, testedand operational in line with ourminimum installation, testingand operating requirementsmade available to you fromtime to time;(b) the point-of-sale equipmentkeeps to and is maintained,upgraded and used in line withthe following, as made availableto you from time to time:(i) our minimum point-of-saleequipment requirements;(ii) any point-of-sale equipmentmanufacturer’s manuals,recommendations,instructions, guidance andtraining; and(iii) the recommendations andguidelines issued by thecard schemes under thechip-and-PIN programme;and(c) anyone you authorise to operatethe point-of-sale equipmentis appropriately experienced,qualified, competent and properlytrained to use it.Contactless limit means themaximum limit set by the cardschemes for a single contactlesstransaction as set out in theprocedure guide or which we tellyou about.Contactless technology means nearfield communication technology usedto exchange payment instructionsbetween a card and processingequipment.Contactless transaction means anycard payment which uses contactlesstechnology.Data compromise means anyloss, theft, unauthorised access orrevealing of any transaction dataheld by you, your employees, staff,agents, sub-contractors or othersacting on your behalf.Deferred-settlement merchantmeans that we have told you that youwill receive settlement on a deferredbasis under condition 2.3 or 2.4.Deferred-settlement period meansthe period of time from the date wereceive the relevant transaction data,during which we may defer (put off)paying the amount referred to incondition 2.1.Electronic commerce transactionmeans a payment where a cardholderor account holder provides thetransaction data over the internetusing a terminal, personal computeror any other mode of electroniccommunication.Excessive-chargeback merchant hasthe meaning given incondition 4.6(a).Excessive-fraud merchant has themeaning given in condition 4.6(a).Face-to-face transaction means anycard payment where the card and thecardholder are present at your retailoutlet.Floor limit means the total valueof sales you are allowed to maketo a cardholder at any one timeabove which you need to get ourauthorisation. Your floor limit will bezero unless a specific floor limitis set out in the merchant applicationform or we tell you about it in writing.We may change this at any time bygiving you notice.5

IAFA has the meaning set out incondition 8.1(c).Identification means, in terms of apayment, the accurate identificationand flagging of the category andtype of payment to be included in thetransaction data.Illegal transaction means:(a) selling or supplying (or offering tosell or supply) goods or services(including supplying cash)without fully keeping to all legaland regulatory requirementswhich apply to you, us, any cardissuer, account provider orscheme;(b) submitting payments which arenot in line with the category oftransactions described in themerchant application form;(c) submitting payments which arenot in line with any term of thisagreement which sets out thebasis on which you must submitpayments to us; or(d) which may damage the goodwillof, or reflect negatively on, us orany scheme.Insolvency event means any of thefollowing events:(a) You become unable to pay yourdebts or are considered to beunable to pay your debts withinthe meaning of section 123 of theInsolvency Act 1986.(b) You are considered to be unableto pay your debts within themeaning of sections 222, 223 or224 of the Insolvency Act 1986.(c) A winding-up petition ispresented against you.(d) A compulsory winding-up orderis made in relation to you.(e) You enter into liquidation whethercompulsory or voluntary (unlessfor a solvent reconstruction oramalgamation).(f) A provisional liquidator isappointed in relation to you orany of your assets.(g) Notice of intention to appoint anadministrator is filed at court inrelation to you or an applicationfor an administration order is6issued at court in relation to you.(h) An administrator, administrativereceiver, receiver or manager isappointed in relation to all or anypart of your assets.(i) A bankruptcy petition ispresented against you.(j) You are the subject of abankruptcy order.(k) You propose to enter or doenter into any composition,compromise, assignment orarrangement with your creditorsgenerally or any class ofcreditors.(l) If you are an organisation, any ofyour members suffers oneof the events set out above in (i)to (k).(m) Any corporate action, legalproceedings or other procedureor step is taken in relationto appointing a liquidator,receiver, administrative receiver,administrator, compulsorymanager, trustee in bankruptcyor other similar officer in relationto you or any of your assets.(n) You suffer any event similar tothose in (a) to (m) in any otherstate or country.Intellectual property rights meansany proprietary or licensed-in patents(including supplementary protectioncertificates), trademarks, servicemarks, domain names, names,images, logos, registered designs,utility models, design rights, moralrights, topography rights, rights indatabases, copyrights, software(both source and object code),inventions, trade secrets and otherconfidential information, know-how,business or trade names, get up, andall other intellectual property andneighbouring rights and rights of asimilar or corresponding character inany part of the world (whether or notregistered or capable of registration)and all applications and rights toapply for or for the protection of anyof the above.Losses means any and all losses,claims, damages, costs, charges,expenses (including all legal andadministration expenses), liabilities,demands, proceedings and actions

and any fine or penalty imposed by ascheme or any regulatory body.Maestro card means any valid cardissued under the rules of the Maestrocard scheme.Mastercard card means anycard issued under the rules of theMastercard card scheme.Merchant agent has the meaninggiven in condition 19.3.Merchant application form meansthe document setting out, withoutlimitation, our charges and feesand other information relevant tothe services and any additionalservices you apply for. The merchantapplication form forms part of theapplication documents.Merchant directory means a listcreated and published showing thegoods and services supplied by ourmerchants and how to contact them.Merchant outlet means any retailoutlet and any telephone order,mail order, online or mobile enabledoutlet or point of sale (whether or nothosted or operated within the UnitedKingdom).Merchant service charge means themerchant service charge set out in themerchant application form.Merchant terms and conditionsmeans these terms and conditions,which relate to us providingservices to you.Minimum billing means the minimumlevel of merchant service charge wewill charge you each month, whichwill apply for each of your merchantoutlets, as set out in the merchantapplication form.the accountholder has authorised you to chargeto his or her account. The accountholder may authorise you asdescribed in these merchant termsand conditions, any additionalservice conditions, the procedureguide or any operating manuals thatapply to you.PCI DSS means thepayment-card-industry data securitystandards which apply from time totime or any successor standards tothose standards.PCI PA-DSS means thepayment-card-industry paymentapplication data security standardswhich apply from time to time orany standards which replace thosestandards.PCI PTS means thepayment-card-industry PINtransaction security standards whichapply or any standards which replacethose standards.PCI SSC means thepayment-card-industry securitystandards council, whose main roleis to develop, manage, educate, andpromote awareness of the PCI datasecurity standards within the cardissuing industry, including publicationof the PCI DSS, PCI PA-DSS andPCI PTS. You can find details ofthese standards at the following:pcisecuritystandards.org or at anyother location we may tell you about.PED means a PIN entry device.Person means and includes (unlessit says or the context suggestsotherwise) an individual or anunincorporated body (such as apartnership) or company.Operating manuals means anyoperating manuals (including but notlimited to any instructions, guides andmanuals relating to any additionalservice conditions) which applyand which we (or our authorisedrepresentatives) make availableto you, as updated, amended orreplaced from timeto time.PIN means the cardholder’s personalidentification number.Payment means a payment for goodsor services you have provided, whichProcedure guide means theprocedure guide which we makeavailable to you describing thePoint-of-sale equipment meansthe hardware, equipment, softwareand other electronic computer andtelecommunications devices andequipment (including any PED)you use to process anyface-to-face transaction.7

documents,whichever is later.processes and procedures you mustfollow when accepting payments(including, but not limited to,processes and procedures related toany additional service conditions), asupdated, amended or replaced fromtime to time.Third-party payment applicationmeans any third-party-developed andcommercially availablepayment application that you usethat stores, processes or transmitstransaction data as part ofauthorisation or settlement.Processing equipment means anyitem of PIN-processing equipmentincluding PEDs and hardware securitymodules.Refund means a refund you giveto your customer of a payment forcredit to the customer’s account.Transaction data means paymentdetails, refund details and any othercard or account details, cardholder oraccount holder details, authorisation,authentication responses, andsettlement details you have sentto us. These must be in a form therelevant card scheme requests or inline with any other legal or regulatoryrequirement and which we haveapproved.Retail outlet means a physical retailoutlet in the UK or in any othercountry which we agree with you andwhich you own or operate.VAT means value added tax and anyother similar tax or duty.Purchase with cash back meansyou providing cash to a cardholder,which you may only do if the goodsand services are paid for using a cardpayment.Scheme means a payment scheme ormethod which we approve, includingthe card schemes.Scheme rules means the collectiveset of bylaws, rules, regulations,operating regulations, proceduresand waivers issued by (or formed inrelation to) a scheme, including anyamendment, addition or replacementover time.SecureCode means theMastercard-approvedauthentication product designed toallow Mastercard card issuers toauthenticate individual electroniccommerce transactions madewith either a Maestro card or aMastercard card.Your information has the meaninggiven in condition 26.1.1.2(a) The merchant application form(b) Any additional service conditions(c) These merchant terms andconditions(d) The procedure guide and anyoperating manuals which apply.1.3In this agreement, (a) ‘we’, ‘us’,‘our’ means Barclays Bank PLC of1 Churchill Place, London, E14 5UP(including any successor business)or any other person we may transferor assign our rights or obligationsto under this agreement; (b) ‘You’,‘your’ means the person shownas the merchant in the applicationdocuments and, unless the contextrequires otherwise, includesyour employees, staff, agents,subcontractors or anyone elseacting on your behalf as well asyour personal representatives afteryour death. (This does not apply tocompanies.)1.4In this agreement, (a) we considerreferences to ‘agent’ as including anySecurity code means any of thefollowing contained in a card: thecontents of the magnetic stripe; thecard verification value in the magneticstripe or in a chip; the card securitycode; and the PIN verification valuecontained in the magnetic stripe.Services means us agreeing totransfer funds to you in respect ofpayments in line with this agreement.Start date means the date we tell youthat this agreement will take effector the date you sign the application8If there is any contradiction in theterms and conditions of the followingdocuments, they will have thefollowing order of priority:

merchant agent we have approved;(b) when we refer to any enactment, itwill include any amendment, additionor replacement and any legislationmade under it.1.5In this agreement, (a) when we referto any document we mean thatdocument as in force for the timebeing and as amended, updated orreplaced from time-to-time; (b) thewords ‘other’, ‘includes’, ‘including’,‘for example’ and ‘in particular’ donot limit any words that may comebefore them and you must not limitthe scope of any words that follow interms of their meaning if it is possibleto give them a broader interpretation;(c) any obligation to do or not dosomething includes an obligation toarrange for that to be done or notdone (whichever is relevant).2Our paymentresponsibilities2.1Without prejudice to the other termsof this agreement, including but notlimited to our right to withhold moneyor set off under this agreement, wewill pay you, in line with the terms ofthis agreement, an amount equal tothe value of all payments (less anyrefunds) included in transaction datarelating to schemes that you send tous in line with this agreement.2.2Without affecting condition 2.5below, payment of the amount dueunder condition 2.1 above will usuallyreach your bank account 4 bankingdays after we receive the relevanttransaction data (unless we haveagreed to make payments to youin a shorter period of time). Thiswill depend on how you send yourtransaction data to us for processingand whether or not you hold yourbank account with us. Unless weagree otherwise, we will makepayments under this agreement insterling.2.3You acknowledge and agree that,as part of our merchant recruitmentprocess and on the basis ofinformation you have provided andsearches and checks carried out onyou, we may let you know at the timewe accept your application that youwill become adeferred-settlement merchant.If we do, we will also let you knowthe deferred-settlement period whichapplies.2.4You acknowledge and agree that wemay at any time after the start dategive you at least 2 months’ notice thatyou will become adeferred-settlement merchant fromthe end of that notice, and tell you thedeferred-settlement period whichapplies, based on:(a) information you gave undercondition 11;(b) your levels of fraudulenttransactions or chargebacks;and(c) the results of our generalongoing risk assessments.2.5While you are a deferred-settlementmerchant, payment of the amount dueunder condition 2.1 will usually reachyour bank account after the end of thedeferred-settlement period.2.6We will send or make available to youstatements on a monthly basis. Itis your responsibility to check yourstatements on a regular basis. If thereis any irregularity in your statement,you will have 13 calendar months fromthe date of the relevant statement totell us about the irregularity or youwill lose the right to challenge it later.You should let us know as soon aspossible if you see something thatyou think isn’t right.3Your responsibilities3.1Accepting cards or payments fromaccounts(a) You must accept all valid andcurrent cards and paymentsfrom accounts which youare authorised to accept (asdescribed in this agreementor which we tell you about) aspayment for goods or servicesyou provide at all of yourmerchant outlets. When acard is presented for payment bya cardholder:(i) for cards issued inside theEuropean Economic Area,you must accept all cards(other than commercialcards) within the same cardscheme and of the same9

card category you accept;and(ii) for cards issued outsidethe European EconomicArea, you must accept allcards within the same cardscheme you accept, nomatter what card categorythey are.(b) If we tell you, you must not setany minimum limit or maximumlimit on payment values.Details of payments on whichyou cannot set any minimumor maximum limit are in theprocedure guide or operatingmanuals. These include all cardpayments. Without affectingcondition (c) below, you must,in your dealings with yourcustomers, treat purchases bycard or from accounts in exactlythe same way as cash purchases,including charging the sameprice.(c) You may decide to surchargenon-consumer cards for makinga payment from an account ifyou are accepting paymentsin the United Kingdom or anyother country where nationallaws allow you to do so. It isyour responsibility to checkthese requirements yourself.If you do decide to surchargecustomers for using a cardor making a payment froman account, you must tell thecustomers the amount of thesurcharge or how you calculateit before they authorise thepayment. Any surcharge mustbear a reasonable relationshipto your cost of accepting thecard or payment from anaccount. You must also keep toall relevant legal and regulatoryrequirements on providing detailsabout the surcharge.(d) If you accept electroniccommerce transactions,your website will clearlyand prominently display allinformation required in line withscheme rules, including:(i) the merchant outlet locationthat we give you;(ii) the address for cardholder10correspondence;(iii) the address from whichyour electronic commercetransactions are carried out;(iv) a customer data-privacypolicy;(v) a description of yoursecurity capabilities (forexample procedures andprocesses for keeping yourequipment safe);(vi) a description of how youtransmit card details;(vii) the scheme marks;(viii) a complete description ofthe goods or services youare offering;(ix) a return and refund policy;(x) contact details for yourcustomer service, includingan email address andtelephone number;(xi) the currency in whichtransactions will be made;(xii) any export restrictions thatwill apply to the goods orservices you are offering;and(xiii) your policies on delivery andsplit shipments of goods.3.2AuthorisationYou must get authorisation foreach payment in line with the schemerules which apply to the payment.The following will applyto all card payments:(a) You must get authorisationthrough us beforehand from therelevant card issuer for allface-to-face transactions wherethe value is above your floorlimit, and all card-not-presenttransactions. You must notsplit the value of sales madeto a cardholder at any onetime over more than one cardtransaction to avoid getting ourauthorisation.(b) There will be times when youwill have to get authorisation,even though the face-to-facetransaction value is below yourfloor limit. This is due to the chiptechnology on the card as it has

(c)(d)(e)(f)(g)(h)3.3extra security checks built intoit. In this case, you must alsoget authorisation through usbeforehand.In all cases where you needauthorisation, you must dothis at the time of purchase,before you send us thetransaction data.You must cancel anyauthorisation for a card paymentif you or the cardholder decidesnot to go ahead straight awaywith the card payment.When you ask us forauthorisation, we contact thecard issuer to approve thecard payment.If you do not ask forauthorisation where neededunder this condition, or ifauthorisation is refused, youmust not complete the cardpayment. You must not resubmita card payment for authorisationif the original authorisation isrefused, and if you do so and relyon any subsequent authorisation,you agree that you do so atyour own risk and will be liableand will indemnify (meaning,in plain English, making goodeach other’s losses) us for anychargeback or other losses inrelation to that card payment.Authorisations just to validatea card, usually for an amountbetween 0.01 and 1.00, are notallowed. If you want to validatea card with no subsequentsettlement, you must processthis as an account status checkin line with the process set outin the procedure guide or as wemay otherwise tell you about.Authorisation of a cardpayment is not a guarantee ofpayment and it does not preventus from recovering achargeback or other amount inrelation to the card payment ifthis is allowed under the termsof this agreement.SanctionsUnless you get our written agreementbeforehand, you must not submitany payment which relates in anyway to any country or person that isgoverned by any economic sanctionsimposed bythe authorities of the United Kingdom,the European Union,the United States of America orthe United Nations3.4Transaction data(a) Without affecting condition 18.6,you must send us transactiondata in line with the requirementsset out in the procedure guideand any operating manual whichapplies. It is your responsibilityto make sure that all transactiondata you send to us is completeand accurate. If we ask you to,you must send these detailsto another person we haveapproved instead of or aswell as us. When you send us(or our approved third party)transaction data, this is yourconfirmation that you haveprovided goods or services tothe cardholder or account holderand that you have not failed tomeet any responsibilities youmay have to the cardholderor account holder. If you havefailed to meet any of yourresponsibilities to the cardholderor account holder, you will alsohave broken this agreement.(b) When you send ustransaction data:(i) if the value of refunds ismore than the value ofpayments, the difference willbe due from you to us andwe will collect the differencefrom you (you must keep tothe procedures we tell youabout relating to collectingthe payment); and(ii) you must make sureit includes the correctidentification for therelevant type of payment.3.5Storing your recordsYou must keep the original receipt andcopies of a payment in an accessibleplace for the time we tell you aboutin the procedure guide or elsewhere.You may have to produce evidence ofa cardholder’s or account holder’sauthority to debit the amount of anypayment.11

3.6Holding back cardspurchases of goods or services(but not to supply cash)provided by you.(c) You may not send us anytransaction data produced on animprinter or any other equipmentoutside the United Kingdomunless we allow you to.(d) You must not allow anyoneelse to use equipment whichwould allow them to acceptor initiate payments underthis agreement.If we ask you to hold back any card,you must do so unless you believethat you will be at risk of harm. Youmust follow our written or verbaldirections about holding back cards.3.7No agencyUnless you are holding back a card aswe have requested, you must not atany time suggest that you are actingon our behalf.3.8Keeping to your agreementYou must at all times during the termof this agreement keep to (and makesure that your employees, staff,agents, subcontractors or othersacting on your behalf keep to) all partsof your agreement with us. Followingany changes, updates, replacementsor additions to your agreementwith us, it is your responsibility toreview and keep to (and make surethat your employees, staff, agents,subcontractors or others acting onyour behalf keep to) any changes,updates, replacements or additions toyour agreement with us.3.9123.13RefundsAny refund must be made on thesame card or account as was used forthe original payment. You must notmake a refund with cash if the originalpurchase was made using a card oraccount.3.14Internet authenticationYou are responsible for authenticatingelectronic commerce transactions inline with scheme rules if you are notusing one of our additional servicesfor ePDQ or Smartpay.Payments to your business(a) Without affecting condition3.11 (b) you must only send ustransaction data forpayments by cardholders oraccount holders to you forgoods or services (includingpurchase with cash back) youhave provided.(b) You must not process paymentsmade by any director, employeeor other member of yourbusiness (or other individualclosely connected with yourbusiness) except for legitimateContactless transactionsYou agree and acknowledge that nopayment for a single contactlesstransaction may exceed thecontactless limit. If you accept oneor more contactless transactionsexceeding the contactless limit, youagree and acknowledge that you willbe liable for (and will indemnify usagainst) all losses in relation to thecontactless transactions.Deposit and pre-paymentsIf you want to send ustransaction data for deposits orpre-payments, you must first get ourwritten approval.3.113.12Purchase with cash backYou may provide purchase with cashback only if you keep to any relevantconditions in the procedure guideand we have also given you separatewritten permission.3.10(e) The bank account to which wepay the value of all paymentsmust be in your name and be abusiness bank account and, ifwe tell you, you must provideevidence satisfactory to us of theexistence of such bank account.3.15Using our intellectualproperty rightsYou must not use any of ourintellectual property rights forany purpose without our writtenpermission beforehand. If weagree to you using ourintellectual property rights,the following will apply:

(a) We grant you a non-exclusive,non-transferable (in any wayor form, including using asublicense), royalty-free, licenceor sublicence (whichever applies)to use our intellectual propertyrights only in connection withand for purposes of carryingout your responsibilities underthis agreement and in the way,form and medium that we will tellyou about. If we tell you aboutany changes to the way, form ormedium in which you are entitledto use our intellectual propertyrights, you mus

Merchant agent has the meaning given in condition 19.3. Merchant application form means the document setting out, without limitation, our charges and fees and other information relevant to the services and any additional services you apply for. The merchant application form forms part of the application documents . Merchant directory means a list