Merchant Service Terms - EasyMerchant
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INTRODUCTION

1.1 By using or subscribing to PayU's EasyMerchant Service ("EasyMerchant" or the "EasyMerchant Service"), you agree that you have read, understand and are bound by:

1.1.1 these 'Merchant Service Terms – EasyMerchant' ("EasyMerchant Terms");

1.1.2 the 'Merchant Service Terms – General' ("General Terms");

1.1.3 the provisions of the hardcopy or electronic application form relevant to EasyMerchant ("Application Form"); and

1.1.4 any notices which may be published under "Notices" on the Website from time to time.

1.2 Your use of EasyMerchant indicates your acceptance without modification of these EasyMerchant Terms, as read with the General Terms and the Application Form which will together constitute a legal agreement ("the Agreement") between you and PayU.

1.3 Unless the context clearly indicates the contrary, any term defined in the General Terms when used herein, shall bear the same meaning as defined in the General Terms. In this regard note that, because EasyMerchant enables you to receive payments made to you online, you are a 'Merchant' for purposes of this Agreement. To the extent that there is any inconsistency between any provision of the General Terms and these EasyMerchant Terms, then these EasyMerchant Terms shall override the General Terms to the extent of the inconsistency.

1.4 You may only subscribe for the EasyMerchant Service if you are a South African resident, as contemplated by the Income Tax Act of 1962.

DURATION

2.1 This Agreement shall commence with effect from the date of activation of EasyMerchant by PayU which date shall not be earlier than the requested commencement date set out in your Application Form and shall endure indefinitely thereafter, provided that either of us shall be entitled to terminate EasyMerchant in accordance with the General Terms.

2.2 In the event of a termination of this Agreement, your entitlement to use EasyMerchant shall cease with effect from the date of such termination, provided that such termination shall be without prejudice to either party's rights and/or obligations which arose prior to the termination date. However, in the event that you are able to log on to EasyMerchant following a termination, the terms and conditions of the Agreement will apply to you and you will be liable to pay the full usage costs to PayU. In this regard, you shall be entitled to log on to EasyMerchant following a termination of the Agreement for the sole purpose of exercising such rights and fulfilling such obligations as may have arisen prior to termination. You hereby acknowledge that use of EasyMerchant after termination of the Agreement, as contemplated in this clause 2.2 shall in no way constitute a revival or a novation of the Agreement and PayU shall incur no liability of whatsoever nature to you or to any third party arising out of your continued use of EasyMerchant after termination of the Agreement.

2.3 To the extent that your access to EasyMerchant is suspended by PayU in accordance with the provisions of the Agreement, you acknowledge that you will forfeit your access to and/or use of EasyMerchant, including having funds paid out to you. Such suspension will not detract from any liability you have incurred prior to suspension. Also, note that chargebacks and reversals relating to transactions occurring prior to suspension will still be processed during suspension and you will thus be liable for those reversed/charged-back amounts as well as the Service Fees in respect thereof and any related fines or penalties which may be imposed in accordance with this agreement.

2.4 Despite the termination of these EasyMerchant Terms, those clauses which expressly state that they will continue to operate after termination, as well as those clauses which, due to their nature, would need to continue after termination, shall remain of force and effect after termination.

SERVICE FEES

3.1 The Service Fees payable by you for EasyMerchant are based on when and how you use EasyMerchant, as follows:

3.1.1 a fixed fee on each transaction successfully processed; 

3.1.2 a variable fee expressed as a percentage of the value of each transaction successfully processed; 

  1. 3.1.3 a fixed fee on each reversal/chargeback; 
    3.1.4 a fixed fee on each refund; 
    3.1.5 a fixed fee per pay-out of funds to you; 
    3.1.6 additional fees based on the different payment methods selected for use by the persons making online payments to you.

    3.2 Unless otherwise agreed with you in writing, the specific Service Fees applicable to you are as set out in your Application Form or otherwise as set out on the Website.

    3.3 Service Fees are due upon the processing of each relevant transaction, chargeback, refund or pay-out, as the case may be and are deducted from any funds we hold for you under this Agreement. In this regard it is recorded for clarity that you remain liable for the Service Fees levied on each transaction successfully processed irrespective of whether such transaction is thereafter reversed, charged back or refunded. In the event that the funds held by PayU on your behalf are insufficient for the deduction of any applicable Service Fees, you remain liable for such Service Fees.

    3.4 You acknowledge and agree that should your account reflect high levels of chargebacks and/or reversals, or otherwise pose an increased risk of losses for PayU, in the alternative or in addition to increasing the relevant Withheld Portion (as described in clause 7.3 below), PayU reserves the right in our sole discretion to increase the Service Fees payable by you, provided that you shall be entitled to terminate the EasyMerchant Service on 30 (thirty) days written notice to us should you not be satisfied with the increased Service Fees.

    3.5 PayU reserves the right to amend or vary the Service Fees from time to time (any such amendment or variation deemed to be an amendment to these EasyMerchant Terms), on 30 days prior written notice to you, by posting the revised Service Fees on the "Notices" section of the Website. If you object to any amended or varied Service Fees, you shall be entitled to terminate the EasyMerchant Service on 30 days prior written notice to PayU.

  2. THE EASYMERCHANT SERVICE

    4.1 Our Obligations

    4.1.1 EasyMerchant enables you, as the seller of products and/or services, to receive online payments from third parties (including but not limited to PayU users) ("Payers") via credit card and certain other payment methods as selected by you in the Application Form, without having to have your own merchant account with a bank or other financial institution. Payers will make their payments to you through the relevant payment method selected by the Payer, but such funds will be paid into PayU's own bank account, where the funds will be held for you until you request PayU to pay such funds out to you in accordance with clause 7. 4.1.2You acknowledge the nature of EasyMerchant and accordingly agree that the operation of EasyMerchant is known to you and you accept that it is suitable for the purpose it is intended to be used.

    4.2 Your Obligations

    4.2.1 You will be liable for Service Fees, which you agree will be deducted and withheld from the funds paid out to you from time to time, as set out in clause 3 above. 
    4.2.2 You are responsible for ensuring that your website is operational and ready for business and that it complies with all applicable legislation, including without limitation, the Electronic Communications and Transactions Act 25 of 2002 ("ECT Act") and Consumer Protection Act 68 of 2008 ("CPA"). 
    4.2.3 PayU may, from time to time, request certain documentation from you to prove the existence of a sale to your customer, the delivery of a product pursuant to a sale, the cancellation of a sale by your customer and/or a request for a refund by your customer. You are obliged to provide such documentation timeously to PayU in order to facilitate PayU's processing of refunds to your customers.

  3. RECEIPT OF FUNDS BY PAYU

    5.1 By registering for EasyMerchant you appoint PayU to process payments and to accept the proceeds of payment instructions from your customers on your behalf in accordance with your instructions, subject to the terms and restrictions of this Agreement. Payments made to you by your customers will thus be received into the bank account PayU has with a South African bank.

    5.2 PayU will at all times hold such funds on your behalf, separate from our own funds, and will not use your funds for our own expenses or voluntarily make same available to our creditors. However -

    5.2.1 you acknowledge that EasyMerchant is a payment processing service, not a banking service and PayU is not acting as a bank, trustee, fiduciary or escrow in respect of your funds; and 
    5.2.2 please note that your account balance represents an unsecured debt owed by PayU to you, which is at risk in the event of PayU's insolvency and is not covered by any compensation scheme or any other public or private insurance scheme.

    5.3 All interest accruing on any amounts held by PayU for you from time to time, including interest accruing on any Withheld Portion (as described in clause 7.3 below), shall accrue for the benefit of PayU, and you shall have no claim whatsoever in relation to such interest amounts.

  4. DEPOSITS & BALANCES

    6.1 You acknowledge that PayU does not hold a deposit-taking license (a banking license) and cannot hold funds on your behalf which are not the proceeds of payments due to from the sale of goods or services where the payment instructions were processed by PayU on your behalf.

    6.2 You acknowledge that if PayU holds funds on your behalf which are not the proceeds of payments due to you from the sale of goods or services processed by PayU, that PayU will endeavour to return such funds to the payment maker within a period of 48 hours after those funds were deposited into our bank account.

  5. PAYMENT OF FUNDS TO YOU

    7.1 On request: If you have, in the Application Form, selected that payments should be made to you on request, PayU will pay to you such amounts being held by it for you (i.e. the proceeds of payments due to you) as and when you request a pay-out via the electronic mechanism provided therefor on the Website. As soon as reasonably possible following any such pay-out request, and subject to any Holding Periods specified in clause 7.3 below and the deduction of any applicable Service Fees, fines and/or Tax, the funds will be transferred electronically to your South African bank account as stipulated in the Application Form.

    7.2 Automated: If you have, in the Application Form, selected that PayU should make automated pay-outs, PayU will make regular pay-outs to you of the funds held on your behalf, at such times and in such amounts as specified in the Application Form or otherwise agreed, subject to any Holding Periods specified in clause 7.3 below and the deduction of any applicable Service Fees, fines and/or Tax. It is recorded for clarity that, irrespective of the automated timing of payments, a payment will not be made if there are insufficient funds held on your behalf at such time.

    7.3 Withholding: In order to cater for potential chargebacks and/or reversals on certain payment methods like credit cards, a certain percentage of all funds received on your behalf into PayU's bank account, as indicated in your Application Form ("Withheld Portion"), may be withheld for 4 months or such other specific period as may be described in your Application Form ("Holding Period"). During the Holding Period applicable to any specific funds received by PayU, you will not be entitled to, and PayU will not be obliged to, pay you the Withheld Portion of such funds. In the event that the funds held by PayU on your behalf are not sufficient to pay a refund to a Payer, you will be liable to refund such Payer directly.

    7.4 Changes to Withholding: PayU furthermore reserves the right, forthwith on written notice to you (which for purposes of clarity, includes notice via email), to increase the Withheld Portion and/or Holding Period applicable, under the following circumstances:

    7.4.1 for specific transactions if PayU deems them suspicious;

    7.4.2 all your transactions should your transactions carry high reversal or chargeback rates; or

    7.4.3 all your transactions if they otherwise pose an increased risk of loss to PayU.

    7.5 Errors: PayU will not be held responsible for incorrect banking details being provided by you which may lead to funds held by PayU on your behalf being transferred to the incorrect party. It is your responsibility to ensure the accuracy of the provided banking details.

    7.6 Although PayU will endeavour to take reasonable steps to process requested refunds to your customers, in the event that PayU is, by reason of your failure to deliver any document requested pursuant to clause 4.2.3 or due to any applicable law, regulation, banking practice or other reasonable grounds unable to process a refund to your customer, you will be responsible for refunding your customer directly.

  6. IMPOSED TRANSACTION LIMITS & DELAYS

    8.1 PayU reserves the right to -

    8.1.1 impose an upper limit on the amount of a single transaction which will be accepted through EasyMerchant;

    8.1.2 impose certain limits with regards to the flow of funds in the system including, but not limited to, funds received and funds withdrawn. Details of these limits will be available on the Website from time to time; and

    8.1.3 freeze or suspend your access to EasyMerchant for an indefinite period if there is suspicion of any illegal activity taking place or for any other reason whatsoever.

  7. NO SURCHARGES

    Visa, MasterCard, Diner's Club and American Express regulations stipulate that merchants may not charge any fees/surcharges to a person solely by reason of that person making payment via credit card (often called a "surcharge"). You thus agree that in using EasyMerchant you will not impose any fee or surcharge for the acceptance of funds through any means including, but not limited to, the acceptance of credit cards. It is recorded for the sake of clarity that handling fees charged by you for the sale of your goods or services are not prohibited, provided that the handling fees applicable to certain payment methods are no higher than those applicable to other payment methods.

  8. PROHIBITED TRANSACTIONS

    10.1 You may not use EasyMerchant to –

    10.1.1 accept payments for goods or services where payment is not yet due and for which no invoice exists which can be presented to PayU upon request;

    10.1.2 accept payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties;

    10.1.3 sell securities, business opportunities, franchises, multi-level marketing, or for the pre-order of goods;

    10.1.4 receive payments for any sexually oriented or obscene materials or services;

    10.1.5 receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity;

    10.1.6 receive payments for airtime, phone cards or PIN, VoIP, SMS credits, WiFi access or subscription or any telecommunication products;

    10.1.7 receive payments for any narcotics, controlled substances, steroids or prescription medications;

    10.1.8 receive payments for jewellery, precious stones, gems, gold, platinum, silver or minerals;

    10.1.9 receive payments for tobacco or liquor; and/or

    10.1.10 in respect of or in association with money laundering or any activity that constitutes a crime or contravenes any law.

    10.2 You agree that the damages that PayU may sustain as a result of the prohibited conduct outlined above may be substantial, and may include (without limitation) fines and other related expenses from our payment processors and service providers and/or your bank or the issuer of your cards. Consequently, in the event that you engage in such conduct, PayU may recover any losses suffered by PayU as a result of such prohibited conducted (including but not limited to associated legal and administrative costs), which you acknowledge could amount to at least R20 000 or, in the case of having been involved in prohibited gambling activities, R40 000. In addition, you agree that PayU is entitled to deduct any fines or penalties which PayU had to pay, together with such additional liquidated damages as PayU may suffer arising out of such prohibited conduct, directly from any funds held by PayU on your behalf or, if such funds are insufficient, to debit the bank accounts that you have registered with PayU in respect of any of the Services, in the amount of such penalties and/or liquidated damages.

    10.3 If you use EasyMerchant in a manner that violates the Agreement, including but not limited by an act described in the categories described above, your Merchant Account will be subject to limitation or immediate termination, as stated in clause 10.3 and 10.4 of the General Terms.

  9. DISLAIMER & LIMITATION OF LIABILITY

    11.1 No Warranties: Without derogating from the disclaimer provisions set out in the General Terms, but subject to your legal rights, EasyMerchant is provided to you without any warranty and not subject to any condition, except as may be expressly provided otherwise in the Agreement. More specifically, although we shall use reasonable care and diligence to ensure that EasyMerchant is available on a 24 hour per day basis and that requests for electronic debits and credits involving cards and bank accounts are processed in a timely manner, we make no representations or warranties regarding the time it will take to complete processing a transaction. This is because EasyMerchant is largely dependent upon many factors beyond our control, including (but not limited to) delays in the banking system or in card networks.

    11.2 PayU does not warrant that the EasyMerchant service, in particular the monthly subscriptions, debit orders, ongoing monthly billing services, reports on successful and failed transactions, and/or log files, shall be error free, accurate and/or complete. Without limiting the generality of the aforegoing, PayU's disclaimer of liability includes its liability for any loss or damages incurred by you, your own customer and any bank arising from any transaction executed, or online banking facilities used through use of EasyMerchant.

    11.3 EasyMerchant, apart from being subject to these EasyMerchant Terms as read with the General Terms, shall always be subject to the terms and regulations imposed by PayU's payment processors and service providers and your bank and the issuers of your cards whose facilities are utilised in order to accept or effect payment by means of EasyMerchant. Therefore all fines, penalties or other charges, of whatever nature, imposed by the payment processors and/or service providers and/or banks and/or issuers of cards on PayU in respect of or arising from your use of EasyMerchant or your conduct of your Merchant Account will be debited to your account and you hereby authorise PayU to pay such fines, penalties or charges from any credit balance held by PayU on your behalf or, if there is no such credit balance, to recover the monies directly from you by debiting the bank accounts that you have registered in respect of the Services to the value of the fines, penalties or charges. You further indemnify PayU against any claim that may be made by the payment processors, service providers, your bank or the issuer of your cards in respect of or arising from your use of EasyMerchant or your conduct of your Merchant Account against PayU for any reason whatsoever.

  10. CONSEQUENCES OF TERMINATION

    12.1 Upon termination of EasyMerchant for any reason whatsoever -

    12.1.1 you will no longer have access to EasyMerchant or your Merchant Account;

    12.1.2 all funds held by PayU on your behalf (nett of any and all Service Fees, Withheld Portions, as well as fines, penalties, other liabilities and charges incurred pursuant to clause 10 or clause 11.3 above) will be automatically paid out to you forthwith;

    12.1.3 at the end of any relevant Holding Period, the Withheld Portions (or the remaining balance thereof) will be paid out to you, provided that, should PayU reasonably anticipate a high level of chargebacks or reversals, or fraud or other illegal activity, PayU reserves the right to withhold any or all funds held on your behalf, for so long as is reasonably necessary for PayU to investigate and ascertain the extent of damages suffered due to your breach (if applicable), or whether any suspected illegal activity was indeed taking place via your Merchant Account and the extent of any harm caused thereby, at which point the amounts so withheld may be applied towards the damage/harm so suffered by PayU.

  11. CHANGES TO THESE EASYMERCHANT TERMS

    13.1 These EasyMerchant Terms may be amended from time to time upon written notice to you. Upcoming amendments will be posted on the "Notices" section of the Website 30 days prior to their effective date.

    13.2 If you do not agree with any amendments made to the EasyMerchant Terms you will be entitled to cancel the Agreement and the EasyMerchant Service by written notice to that effect.