WePay Terms of Service – United Kingdom
Posted: November 10, 2020
These Terms of Service are a legal agreement (this “Agreement”) between you (“Merchant,” “you” or “your”) and WePay Payments Ltd. (“WePay”, "we", "our", or "us"), a company incorporated in England and Wales (Company number 09135633), whose head office is at 25 Bank Street, Canary Wharf, London, E14.
WePay is authorised by the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 (firm reference number 714043) for the provision of payment services.
As used in this Agreement, “Service” refers to WePay's payment processing services including the 3DSecure Services (as defined in Exhibit C), as well as our website, any software or application programming interfaces, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay, directly or indirectly. Exhibit C sets forth additional terms and conditions applicable to Merchant's receipt of the 3DSecure Services (as defined in Exhibit C). To use the Service, you must agree to all the terms of this Agreement, including Exhibit C.
This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as our policies, notices, and other content concerning the Service to the extent these appear on the Platform’s website (collectively, the “Website”).
For the avoidance of doubt, in the event of any conflict or inconsistency between the terms of this Agreement and any terms relating to the Service that appear on the Website, the terms of this Agreement shall prevail.
1. Merchant Relationship with WePay
WePay provides the Service to Merchants to facilitate receipt by Merchants of payments by card through the “Card Networks” (defined following) from persons who pay them (“Purchasers”). “Card Networks” means, collectively, Visa Europe Ltd. (“Visa”), Mastercard Europe S.A. (“MasterCard”), Discover, American Express or other payment card networks, associations, or companies. WePay is not a party to transactions between Merchants and Purchasers and shall not be responsible for any liabilities arising thereunder.
Merchants must register with WePay directly or through the Platform. To register, a Merchant provides information, including an email address and a self-selected password, in order to create an account (“Account”). You may also be issued access keys that may be used to authorise certain transactions. This Account enables you to review card transactions that are in process of settling from a Card Network and us to your linked bank account. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.
WePay or the Platform asks Merchants for additional information to identify each person that opens an Account, such as business name, street address, telephone number, business identification number, business website URL, description of business, description of goods sold and services provided, date of birth and beneficial ownership information (where applicable). You agree to update this information in order to keep it current and complete, and you agree that, on the basis of such updated information, WePay may modify the terms of this Agreement or terminate it with immediate effect. You agree to provide supplemental documentation upon request (including but not limited to: certificate of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorise the Platform and WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases).
By entering into this Agreement, you are providing WePay and the Platform with authorisation to retrieve information about you from, and provide information about you to, third parties, including but not limited to its affiliates, credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, financial information, credit history and other data about you.
You must provide accurate and complete information to WePay and the Platform. You agree that WePay and the Platform are permitted to share information about you and your Account with WePay's affiliates or service providers for any purpose reasonably related to the Service and this Agreement.
WePay allows businesses, non-profit organisations and other entities to register for WePay. You must be either a United Kingdom citizen, a legal permanent resident of the United Kingdom, or a United Kingdom business or nonprofit organisation having a physical presence in the United Kingdom and authorised to conduct business where you are located. A Merchant who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organisation only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organisation.
Each Account must be linked to a verified U.K. bank account, held in the Merchant’s name.
2. Platform Relationship with WePay
Platforms enter into Platform Terms of Service with WePay.
3. Limitations on WePay’s and Others’ Responsibility
Neither WePay, its affiliates, nor any third party makes any representations or guarantees regarding Merchants or Purchasers using the Service. Use of the Service in no way represents any endorsement by WePay, its affiliates or any Card Network, of a Merchant's existence, legitimacy, ability, policies, practices, or beliefs. Neither WePay nor its affiliates has control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorised or processed, or that the transaction will not later result in a chargeback or reversal.
A charitable organisation may use WePay to accept payments as a Merchant. Not all charitable organisations are tax-exempt, and not all contributions to charitable organisations are tax-deductible. Charitable organisations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organisations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.
4. Merchant Fees
Merchants shall pay all fees and amounts described in this Agreement. This includes, without limitation, the fees for the Service that are posted on the Website from time to time by WePay or by the Platform, including any 3DSecure Fees (as defined in Exhibit C to this Agreement) and any Card Network Liabilities (as defined below in Section 7, Our Role and Your Responsibilities) (collectively, the "Fees").
WePay charges fees on the basis of a fixed rate for all transactions and exceptions that we process for you under this Agreement. For transaction processing, the fixed rate is inclusive of the applicable Interchange Fee, the Card Scheme Fee (both of which are set by the Card Networks) and our Processing Fee. This type of fixed rate is referred to as a blended rate and further details on this rate as well as the Interchange Fee, the Card Scheme Fee and our Processing Fee are set out in the Pricing Disclosure.
Platforms can negotiate and agree with us the fixed rates that will be applied to transactions and exceptions that are processed under this Agreement and will make Merchant aware of applicable rates and the fees which will be payable in accordance with this Agreement. Merchant acknowledges that Platforms may also charge additional fees for any value-added services they provide and that WePay may collect such fees. Merchant acknowledges that Platforms are responsible for disclosing to Merchants the rates that will be applied for transaction and exceptions processing if different from the default fixed rate outlined below.
If the Platform has not agreed a different fixed rate with us for transaction and exceptions processing, then WePay will apply a default fixed rate of 1.9% + £0.20 GBP for transaction processing in respect of all types of transactions that are validly submitted for processing under this Agreement; £15.00 per chargeback (in addition to the amount of the chargeback); and a £25.00 research fee if an Account is deemed abandoned under Section 21, Dormant Accounts, below. If Merchant refunds a payment in full, WePay and Platform will return the Processing Fee that was applied to the transaction, but the Card Networks may retain all, or part, of the Interchange Fee and / or Card Scheme Fee. If Merchant refunds a payment in part, WePay will not return its Processing Fee, and the Platform may choose whether to return its fees.
By accepting the terms of this Agreement, you confirm that (i) you have reviewed the information set out in our Pricing Disclosure and (ii) that you have requested and agree to WePay applying the single blended rate fee that has been agreed with the Platform or that otherwise applies under this Agreement for transaction processing in respect of all transaction types that may be submitted for processing under this Agreement irrespective of the brand and category of payment instrument or differences in the applicable Interchange Fee, Processing Fee and/or Card Scheme Fees (each defined in the Pricing Disclosure) that may apply to a transaction.
You also acknowledge that any changes in Interchange Fees and/or Card Scheme Fees will not automatically be passed on to you and will instead be absorbed by WePay.
Accordingly you confirm your request that we do not need to set out in this Agreement individually specified information about the different Card Scheme Fees or Interchange Fees that would otherwise apply to the different transactions that can be processed under this Agreement.
Merchant acknowledges that Fees and any other liabilities owed to WePay under this Agreement can be netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant’s Account.
Subject to the terms of this Agreement, WePay and the Platform reserve the right to change the Fees. WePay or the Platform will try, but are not required, to give you 30 days’ notice before the effective date of any change in a fee.
However, if Merchant is a Charity, a Micro-Enterprise or a Consumer (as defined below) we will notify you of any changes in Fees in accordance with Section 39 Amendment of Agreement.
For the purposes of this agreement, 'Charity', 'Micro-Enterprise' or 'Consumer' shall have the meaning provided in the UK's Payment Services Regulations 2017 as amended from time to time.
By continuing to use the Service, you consent to any change in Fees. To withdraw your consent, you can close your Account.
If you do not understand the approach to Fees described above or the details set out in our Pricing Disclosure or if you have any questions about Fees or wish to receive unblended rates for transaction processing, please contact us.
5. E-Sign Disclosure and Consent
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we or the Platform provide in connection with your Account and your use of the Service. Communications include but are not limited to:
- annual disclosures;
- transaction receipts or confirmations;
- communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
- Account statements and history; and
- any tax statements.
WePay or the Platform will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by texting them to you at the primary telephone number listed in your Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
- a computer or mobile device with an Internet or mobile connection;
- for desktop website-based Communications, a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/edge), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
- for application-based Communications, a recent device operating system that supports text messaging, downloading, and applications form the Apple App Store or Google Play store, and the most recent versions of Apple Safari or Google Chrome on iOS or Goggle Chrome for Android OS;
- access to your primary email address or mobile device number registered with WePay or the Platform; and
- sufficient storage space to save past Communications or an installed printer to print them.
By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at WePay Payments Ltd., 25 Bank St., Canary Wharf, London E14 5JP United Kingdom. If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.
Requesting Paper Copies of Electronic Communications
If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting Customer Support as described above. We or the Platform will send a paper copy to you by postal mail. In order for us to send you paper copies, you must have a current street address on file in your Account. You understand and agree that WePay or the Platform may charge you an exceptions fee for each paper copy of a Communication.
Updating Your Contact Information
It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay or the Platform sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay or the Platform will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay or the Platform to your email address book so that you will be able to receive the Communications we send to you.
If your email address becomes invalid such that electronic Communications sent to you by WePay or the Platform are returned, then WePay or the Platform may close your Account, and you will not be able to transact any activity using your Account until we or the Platform receive a valid, functioning primary email address from you.
You agree that all communications, disclosures and notices will be in English.
6. Prohibited Activities
By registering as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact email@example.com if you have questions about whether these categories apply to you.
|Adult||Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, massage parlors|
|Aggregation||Payment facilitator to other merchants|
|Auctions||Internet auction, bidding fee auction, penny auction|
|Cash, stored value, virtual currency||Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)|
|Digital wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash|
|Virtual currency or credits that can be monetised, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world|
|Debt||Bail bond services or bankruptcy lawyers|
|Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators|
|Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant|
|High interest rate non-bank consumer lending, including payday lending and title loans|
|Loan payments transacted on a credit card|
|Drug||Drugs or drug paraphernalia|
|Marijuana dispensaries and related products or services|
|Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs|
|Pharmaceuticals, internet pharmacies|
|Education||For profit higher education|
|Electric car charging||Electric car charging|
|Financial services||Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change|
|Buy here, pay here (in-house financing)|
|Currency exchanges or dealers|
|Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses|
|Payable through accounts (foreign or domestic)|
|Professional service provider acting as a financial intermediary|
|Gambling, lottery||Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services|
|High Risk||Astrology and related prediction or forecasting services|
|Career placement or advice center merchants|
|Cyberlockers, file sharing, file storage|
|Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date|
|International card sales greater than 20% of total sales|
|Merchants who are known to test or conduct research on animals|
|Merchants who are known to have labor/working condition issues|
|Merchants who are involved in developments that involve land acquisition and involuntary resettlement|
|Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats)|
|Merchants whose proceeds may have the potential to impact indigenous peoples|
|Merchants who have been subject to allegation and impacts related to human rights violations|
|Money back guarantees exceeding 30 days|
|Motor vehicle sales|
|Online help for classes, homework or assignments|
|Online personal computer technical support|
|Private prison operators|
|Sale of airline, hotel, rental, or other miles or points|
|Sale of products or services identified by government agencies to have a high likelihood of being fraudulent|
|Sale of social media activity|
|Sale or exchange of animals and regulated items such as animal pelts|
|Shipping or forwarding brokers|
|Illegal||Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others|
|Deceptive, unfair, or predatory practices|
|Forced child labor/human trafficking, slavery|
|Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same|
|Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate or instruct others regarding the same|
|Investment, real estate||Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)|
|Crowdsourced fundraising for stock or equity|
|Distressed property sales and marketing; real estate flipping|
|Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment|
|Mortgage accelerator processors|
|Timeshares, timeshare resales, and related marketing|
|Marketing||Buyers clubs, membership clubs|
|Direct marketing - inbound telemarketing|
|Direct marketing - negative option, renewal, or continuity subscription practices|
|Direct marketing - travel-related arrangement services|
|Discount coupon merchants or online sites|
|Discount medical or dental plans, including discount insurance|
|Door to door sales|
|Lead generation businesses|
|Lifetime payments for timeshares, guarantees, and the like|
|Marketing activities involving “pay only for shipping” and/or “free trial” periods|
|Multi-level marketing businesses, pyramid sales|
|Outbound telemarketers and telecom merchants|
|Rebate or upsell merchants|
|Militia||Cross border military related goods|
|Militia, armed groups or armed gangs|
|Political parties||Quasi-governmental / supra-national organizations, including International Monetary Fund, Organization of Economic Cooperation and Development, Organization of American States, Peace Corps, United Nations, foreign economic and social development services, governments, and embassies, missions and consulates|
|Regulated||Age restricted products or services, such as alcohol|
|Firearms, including ammunition|
|Other weapons that are not related to firearms|
|Tobacco, cigarettes, e-cigarettes|
|Telecomm||Telecommunications, including wireless, cable, satellite, wireline, and ISP|
|Travel||Airlines, including charter air carriers|
|Steamships and Cruise lines|
|Travel agencies or tour operators|
|Travel industry, including car rental and lodging|
In addition, you may not use the Service for:
- Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
- Collecting, or attempting to collect, personal information about Merchants or third parties without their consent, or using such information except as necessary to use the Service;
- Defaming, harassing, abusing, threatening, or defrauding others;
- Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
- Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
- Interfering with another Merchant's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
- Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.
If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized as permitted under applicable law.
In addition, if we reasonably suspect that your Account has been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Account, your access to the Service, and any of your transactions with law enforcement.
7. Our Role and Your Responsibilities
WePay collects, analyses and relays information generated in connection with payments between Purchasers and Merchants. You authorise WePay to provide this information to its affiliates or service providers in order to facilitate payments from Purchasers to Merchants through the Card Networks. Furthermore, you authorise WePay to hold, receive, and disburse funds in relation to your card transactions entered with your Purchasers. You also authorise WePay to hold settlement funds in a deposit account on trust on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement.
You agree that you are not entitled to any interest associated with the settlement funds held in the deposit account by us pending settlement to your specified bank settlement account, and you may not assign any interest in those funds or the deposit account. From time to time, we may make available to you through your Account information regarding anticipated settlement amounts that have been received on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of WePay, its affiliates or service providers. This information is for reporting and informational purposes only. Any funds will be disbursed to you only in accordance with the “Settlement Schedule” (as defined in Section 11 below) and subject to the other terms of this Agreement (including, without limitation, Section 4, Our Fees, Section 12, Reserve, Section 19, How WePay and the Platform Handle Chargebacks, and Section 20, Set-off and Collection Rights). Your authorisations set forth herein will remain in full force and effect until your Account is closed or terminated.
WePay has entered into agreements with the Card Networks, processors, and other service providers. You are not a third-party beneficiary of these agreements. Each of the Card Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.
You must abide by the Card Network Rules, as amended from time to time, including, without limitation, those specific Card Network Rules required by the Card Networks to be included in every processing agreement which are set forth on Exhibit A: Certain Specific Card Network Requirements attached hereto.
Notwithstanding WePay's assistance in understanding the Card Network Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Card Network Rules, regardless of whether you have possession of those provisions. You agree to reimburse us and any of our affiliates for all fines, fees, penalties, liabilities, or other charges or assessments by a Card Network relating to your actions or your transactions (“Card Network Liabilities”). Any of the Card Networks can restrict WePay from entering into this Agreement with you based on your business or other criteria as the Card Network deems appropriate.
8. Your Payment Authorisation
You authorise WePay to hold, receive, disburse and settle funds on your behalf. You authorise WePay to initiate electronic entries to each bank account for which you input routing number and account number on the Website, and any other payment method that you input in your Account, and to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Card Network Rules. Accordingly, you authorise WePay to initiate reversal or adjustment (debit or credit) entries to your bank account or other payment method and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction. Your authorisation will remain in full force and effect until you notify WePay that you revoke it by contacting WePay Customer Support in accordance with instructions on our Website or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.
9. Accepted Forms of Payment
The Service supports most domestic and international credit, debit, prepaid or gift cards with a Card Network logo. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorisation from the applicable issuer. You agree to accept all of the cards issued by Card Networks that the Service supports in accordance with the terms of this Agreement.
10. Sharing Information
We may share some or all of the information about you and your transactions with our affiliates, our processor, the Card Networks, and our other service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time, WePay, our affiliates, the Card Networks or our other service providers may conclude that you will not be permitted to use WePay.
You agree that WePay is permitted to contact and share information about you and your Account with its affiliates, the Card Networks, other financial institutions, and government agencies. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct risk management.
You also acknowledge that we are required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by American Express, VMAS database upheld by Visa or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Operating Regulations. During the course of this Agreement, we reserve the right to place any terminated Merchant in a terminated merchant file established by the Card Networks for termination with due cause. You specifically consent to the fulfillment of the obligations relating to the listing by us and to the listing itself, and you waive and hold harmless us from all claims and liabilities you may have as a result of such reporting.
11. Settlement Schedule
Subject to WePay receiving funds in respect of transactions submitted by the Merchant for processing, WePay will disburse funds to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly) less any fees, charges or other amounts which may be deducted or withheld under this Agreement.
Merchants may request ad-hoc settlement at any time and WePay will use reasonable endeavours to disburse funds to the Merchant following such a request provided it has received settlement funds.
If WePay cannot transfer the funds to the Merchant’s bank account or other payment instrument (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), WePay may refund the funds to the Purchaser or escheat them pursuant to Section 21, Dormant Accounts, below. Neither WePay, our affiliates, Platform nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.
Settlements to a bank account or other payment instrument may be limited or delayed based on your perceived risk and history with WePay. Should WePay or the Platform need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
WePay or the Platform may respond to and comply with any court order or any other mandatory or statutory request serviced on us under any laws or regulations (including the Card Network Rules) ("Legal Order"). WePay or the Platform may deliver or hold any funds or any information as required under such Legal Order. Neither WePay nor the Platform is responsible for any losses that you may incur as a result of our response or compliance with a Legal Order.
Furthermore, if WePay, its affiliates or the Platform suspects future chargebacks or disputes as a result of transactions to your Account, we may defer settlement and/or restrict access to your funds until WePay and the Platform reasonably believe, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.
All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay or the Platform's sole discretion.
Your opening of an Account and agreeing to be bound by this Agreement and the settlement schedule in this Section 11 shall be deemed your consent to the execution of the necessary payment orders to transfer settlement funds to your bank account in accordance with this Agreement, and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the payout schedule. You will ensure that the bank account linked to your Account will remain open while you use the Service and for at least 180 days afterwards (or longer as we may request). During this time, you will ensure that we are permitted to initiate debit and credit entries to or from your bank account.
If you link your Account to a Chase bank account, then we may assign and transfer your Account information and documentation to a replacement Chase bank account at our discretion. We may make this assignment when your Chase bank account is reported compromised by you or any person authorized to access your Chase bank account on your behalf. If Chase issues you a replacement Chase bank account, then this Agreement governing you, your Account and your Chase bank account will continue to apply, without interruption, as if you retained the discontinued Chase bank account.
At any time and from time to time, we may temporarily suspend or delay payments to you and/or require a “Reserve” (defined following) to protect WePay against the risks from you using the Service, including chargebacks, refunds, and Card Network Liabilities or if we become aware:
- of a material adverse change to your financial condition;
- of a material breach of this Agreement; or
- that you begin accepting payment in advance of the shipment of goods or fulfillment of services, or materially increase the amount of time between acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services.
For these purposes, a “Reserve” is funds that WePay may withhold from you or require you to pay or obtain from any bank account or other funding source associated with any Account you hold with WePay and which is maintained to protect WePay and its affiliates against a risk that we reasonably anticipate. We or the Platform will notify you of the amount of any required Reserve, which we will determine in good faith. The Reserve will not bear interest, and the Reserve can be commingled with other funds. You have no interest in any Reserve other than a contingent right to receive any unused funds. We may periodically increase your required Reserve, or return Reserve funds no longer needed to manage your risk. When we decide a Reserve is no longer needed, we will return all unused Reserve funds to you. The right to require a Reserve will survive termination of this Agreement. This means that this section will remain in force even you or we terminate the Agreement. Upon satisfaction of all of Merchant’s reasonably anticipated obligations under this Agreement and the expiration of the applicable timeframes for chargebacks (as set by the various Card Networks), WePay will return to Merchant any unused funds then held for the purposes of the Reserve.
You are not required to have a positive balance showing on your Account in order to use the Service.
Any settlement funds that we receive and that are owed to you under this Agreement will be held by us with other Merchants' funds in one or more pooled accounts for the benefit of you and other Merchants in accordance with our regulatory obligations. These pooled accounts are separate from any account used for WePay’s corporate funds. WePay will not and cannot use settlement funds held in these pooled accounts for our corporate purposes (including the granting of any security or similar interest) and will not voluntarily make funds available to our creditors in the event of our insolvency or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.
If the balance showing on your Account is negative for an extended period of time (as defined by WePay in its sole discretion), WePay may close your Account, and we may pursue legal action or other collection efforts.
14. Cardholder Data Security
“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. WePay will comply with the Payment Card Industry Data Security Standards (“PCI DSS”) to the extent that WePay possesses or otherwise stores, processes, or transmits Cardholder Data on your behalf, or to the extent that WePay could impact the security of your Cardholder Data environment. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.
If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the WePay API, you agree to comply at all times with PCI DSS. Further, you agree to certify such compliance and provide documentation in accordance with Card Network Rules, or when asked by WePay to do so. You also agree that you will use only PCI DSS compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.
You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and Card Network Rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
WePay reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed by WePay on your behalf, to the extent we are required to do so by applicable law.
16. Customer Service Provided by Merchants
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or Purchaser, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. Merchants and Platforms will cooperate with WePay to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.
17. Refunds and Returns Provided by Merchants
You agree to process returns of, and provide refunds and adjustments for goods or services through your Account in accordance with this Agreement and the Card Network Rules. The Card Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.
WePay will deduct the refund amount from settlement funds owed to you from processing other transactions or funds in any Reserve. If these funds are not sufficient, you authorise WePay to initiate a debit entry to your bank account (or any other payment method) in your Account in the amount necessary to complete the refund. In the event WePay cannot access your bank account (or other payment method) through a direct debit, you agree to pay all funds owed to WePay upon demand.
18. Merchant’s Liability for Chargebacks
The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorised or we have any reason to believe that the transaction was not authorised, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Card Network Rules. You agree to reimburse the Purchaser, WePay and any third party identified by WePay for any and all such liability. A Purchaser can initiate a chargeback by filing a request with his or her card issuer to invalidate a processed payment. WePay can initiate a reversal of a processed payment if the card issuer invalidates the transaction, if the settlement funds were sent to you in error, if the Purchaser did not have authorisation to send the transaction, if the payment violated this Agreement or applicable law or such other requirements as we may notify to you from time to time or was otherwise suspicious, or if WePay decided a claim against you.
19. How WePay and the Platform Handle Chargebacks
You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed our processor or the Card Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth below in Section 20, Set-off and Collection Rights, below. If you have pending chargebacks, then we may delay settlement to you.
Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
If we determine that you are incurring an excessive amount of chargebacks, WePay may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying settlement, and (d) terminating or suspending the Service or closing your Account.
You agree to assist us and the Platform when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us and the Platform to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We or the Platform will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favour by the Card Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us and the Platform in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We and the Platform reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.
20. Set-off and Collection Rights
We can, without notifying you or making a demand for payment, retain, apply or set off any amount owed you by WePay, or the value of any of your property in the possession of WePay, against any amount you owe WePay or our affiliates, for any obligation irrespective of whether WePay has made any related demand (even if it is unmatured). All fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, we may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account or other payment instrument registered with WePay. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, WePay or the Platform may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by email, text or by phone, as provided by you to WePay or the Platform. Such communication may be made by WePay or by anyone on its behalf, including but not limited to the Platform or a third party collection agent.
21. Dormant Accounts
If there is no activity in your Account (such as a payment or settlement) for the period of time set forth in the applicable unclaimed property laws, and you have funds, we or the Platform may notify you by sending an email to your registered email address or a text to your registered telephone number. We or the Platform may also notify you by postal mail. If you do not initiate settlement of the funds or respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.
22. Statements and Errors
WePay or the Platform will provide a report of activities, including transactions and aggregate fees, relating to the Service (“Statement”), which is available for you to examine when it is available online.
By accepting this Agreement, you acknowledge and consent to receive transaction reporting on an aggregated basis. You acknowledge that the Statements will provide details of fees charged on a blended basis in accordance with this Agreement but will not provide a breakdown of any or all charges applicable to a transaction such as the specific Processing Fee, Interchange Fees and/or Card Scheme Fees applicable to a transaction.
Neither WePay nor the Platform is responsible for you relying on balance, transaction or related information that is updated or corrected, or the accuracy or timeliness of information supplied by any third party. You agree that the Statements are sufficient for you to inspect and review activity and to identify errors and unauthorised or altered transactions. You will promptly examine your entire Statement once it is available. You will promptly, and no later than 90 calendar days after the Statement date, reconcile your Statement with your bank statements and other receipts from the same period, and notify WePay or the Platform of any: (a) unauthorised transactions, including any claims of such activity or requested adjustments, (b) alterations, errors, discrepancies and irregularities, or (c) discrepancies you identify when reconciling with your bank statements and other receipts. If you do not act in the timeframes above, you agree that you cannot: (i) assert you exercised reasonable care and promptness in reviewing your Statement and identifying errors, (ii) be reimbursed for a “Claim” (as defined in Section 31 below) refused as a result, and (iii) make a Claim or otherwise act against us for a subsequent loss that was preventable or caused by the same wrongdoer’s repeated act. You should make archival copies of your Statement data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Account.
We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you discover a security-related issue, including any unauthorised use of your access credentials or Account, you will inform us of the issue immediately by contacting the WePay Security Team at firstname.lastname@example.org
25. Your Right to Terminate
You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that we hold in custody for you at the time of closing, less any applicable fees and other liabilities, will be settled to you in accordance with Section 11, Settlement Schedule, and Section 12, Reserve, above.
26. Our Right to Terminate
We may terminate this Agreement and close your Account for any reason or no reason at any time upon notice to you; provided, that if Merchant is a Consumer, Micro-enterprise or Charity then WePay shall give Merchant at least two months' notice of termination. WePay or the Platform may also suspend the Service and suspend access to your Account (including the funds in your Account) if you (a) have violated the terms of the WePay’s policies, Platform’s policies, or this Agreement, (b) pose an unacceptable credit or fraud risk, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
27. Effect of Termination
If your WePay Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we and the Platform have the right to delete all of your information and Account data in accordance with our record-keeping policies and applicable law, and (e) that neither WePay nor the Platform shall be liable to you or any third party for any of the foregoing actions.
Neither WePay nor the Platform shall be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us, your Purchasers, or the Platform as provided in this Agreement.
After termination of this Agreement, you continue to be liable for all fees and costs including without limitation: chargebacks; refunds; Fees; Card Network Liabilities; and adjustments resulting from or relating to transactions processed pursuant to this Agreement. If you submit transactions to us after the date of termination, we may, but are not required to, process such transactions. All transactions we process will be in accordance with and subject to all the terms of this Agreement. This Section 27 will survive termination of this Agreement.
28. Our Intellectual Property Rights
WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive.
Unless you separately execute a written agreement with WePay that expressly grants you such permission, you may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other Merchants, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this Agreement. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
29. Your Representations and Warranties
You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all national and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement; and (j) you are not a “Bearer Share Company” (defined following) and you do not have any outstanding and will not issue any new “Bearer Shares” (defined following). “Bearer Share Company” means a type of company which, unlike registered share companies, issues its securities as Bearer Shares. “Bearer Shares” means securities that are not registered in the name of the owner on the books of the issuing corporation and thus payable to any possessor of the shares.
30. Limitation of Liability and Disclaimer of Warranties
Under no circumstances will WePay's financial liabilities arising out of or related to this Agreement exceed the total fees paid to us under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose.
EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN NEGLIGENCE, TORT, CONTRACT UNDER AN INDEMNITY OR OTHERWISE)AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES WEPAY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SEEKS TO EXCLUDE OR LIMIT LIABILITY IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON CAUSED BY ITS NEGLIGENCE NOR IN RESPECT OF ITS FRAUD.
31. Timely Filing of Claims
As used in this Agreement, “Claim” means an actual or potential action, loss, claim, dispute, controversy, damage, demand, liability, garnishment, lien, levy or other order, cost or expense, including Special Damages, attorney fees and dispute resolution costs. You must file a Claim in connection with the Service with a tribunal or court of competent jurisdiction within two years of the event that gave rise to the Claim. Failure to do so will mean you have waived that Claim against us.
32. Indemnification and Holding Harmless
You agree to unconditionally release, indemnify, defend and hold harmless us, our affiliates and our respective Related Persons (defined following) for any Claim arising from or related to: (a) us providing the Service, or accepting or processing a transaction or instruction from you, your authorised person or on your behalf related to the Service or otherwise consistent with this Agreement, (b) us or our Related Persons paying a tax, interest or penalty for which you are liable or for which we or our affiliates otherwise have no responsibility, (c) us taking any action permitted by this Agreement, including defending against a Claim, (d) you breaching this Agreement or a representation or warranty you give, (e) you claiming against a Card Network relating to the Service or a transaction, (f) you or us incurring fees, fines or penalties arising from you breaching legal requirements or Card Network Rules, (g) you or anyone else using the Service with your access credentials, and (h) a third party claim.
“Related Persons” are past, present and future direct and indirect parents and affiliates and any authorised person, director, officer, employee, manager, partner, shareholder, beneficial owners, insurer, service provider, agent or attorney, including all successors, subrogees and assigns.
This indemnity does not apply to any Claim to the extent it is directly caused by our negligence, recklessness or willful misconduct.
Indemnity obligations in this Agreement remain in force after your Account closes or this Agreement or the Service terminates.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Customer Support with any dispute. WePay will reply to you at the latest 15 business days after we receive your inquiry. In exceptional situations, if we cannot give a full reply for reasons beyond our control, we will indicate those reasons and specify the deadline by which you will receive a full reply, at the latest 35 business days after we receive your initial inquiry. If WePay cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.
If we are unable to resolve your complaint, you may be entitled to refer it to the UK
Financial Ombudsman Service. You can use the details below to contact them and can find out more information on eligibility and how to use the UK Financial Ombudsman Service on their website.
- The Financial Ombudsman Service, Exchange Tower, London, E14 9SR
- Phone: 0800 023 4567 (from a landline) or 0300 123 9123 (from a mobile)
- Email: email@example.com or go to their website, www.financial-ombudsman.org.uk
Alternatively, you may also be eligible to submit your complaint to the Financial Ombudsman Service using the EU Online Disputes Resolution Platform, which has been set up by the European Commission to make it easier to bring complaints. The website address is http://ec.europa.eu/odr.
34. Binding Individual Arbitration
You agree that any Claim related to this Agreement or the Service, including claims regarding the applicability of this arbitration clause, shall be resolved exclusively and finally by binding arbitration administered by the London Court of International Arbitration ("LCIA"). We will select another arbitration forum if the LCIA ceases operations.
In the absence of this arbitration clause, you may otherwise have had a right or opportunity to litigate any Claim through a court before a judge or jury and to participate or be represented in litigation filed in court by others (including class actions). You are waiving those rights and any Claim you have must now be resolved through arbitration.
All Claims are subject to arbitration, irrespective of the grounds they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other source of law.
Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you, on the one hand, and us, on the other hand. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 34 shall be non-severable from the remainder of this Section 34.
If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the LCIA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration.
Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. YOU WAIVE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) THAT YOU MAY HAVE IN CONNECTION WITH THIS AGREEMENT.
35. Governing Law
This Agreement and any dispute will be governed by English law.
36. Third Party Rights
This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act of 1999.
37. Assigning this Agreement; Change of Control
We must agree in writing before you transfer or assign this Agreement (including by operation of law or merger). Without our consent, such transfer or assignment is void and may result in us immediately terminating the Agreement. Where we do agree, an assignee or transferee is subject to this Agreement and the obligations and liabilities you owed to us before the date it is transferred or assigned.
We must agree in writing before an assignee can continue, assume or assign this Agreement for the benefit of a creditor, custodian, receive, trustee in bankruptcy, debtor in possession, sheriff or court officer, or a person taking charge of your assets or business.
We can at any time assign or transfer this Agreement, in whole or in part, or any or all of our respective rights and obligations under this Agreement.
You will give us notice at least 60 calendar days before you sell all or substantially all of your assets, or a person becomes a beneficial owner with more than 50 percent of the combined voting power of your ownership interests, or acquires voting control. You will give us information we request about a major asset sale or ownership change.
38. Third Party Services and Links to Other Web Sites
39. Amendment of Agreement
We have the right to change the terms of this Agreement at any time with notice that we in our sole discretion deem to be reasonable in the circumstances, including posting the revised Agreement on our Website. Any use of the Service following such notice or posting shall constitute your acceptance of this Agreement as modified.
However, if you are a Consumer, Micro-enterprise or Charity, we will give you two months' notice of any substantial changes to this Agreement.
40. Force Majeure
We are not liable to you for not carrying out, or delaying performance of, any actions caused by an act of God, a government authority, any Card Network, a legal requirement, a catastrophe, war or terrorism, civil or labor disturbance, fire, flood, other natural disaster, or any other cause beyond our reasonable control.
41. Regulatory Disclaimer
The parties agree to comply with Exhibit D to this Agreement.
42. Other Provisions
This Agreement is concluded in English. Except as expressly provided in this Agreement, this Agreement is a complete statement of the agreement between you and WePay, and it describes the entire liability of WePay and your exclusive remedy with respect to your access and use of the Service.
In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement.
This Agreement does not limit any rights that WePay may have under trade secret, copyright, patent, confidentiality or other laws. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.
Exhibit A - Certain Specific Card Network Requirements
1. Merchant agrees to:
- Perform all of its obligations under this Agreement in compliance with applicable laws and regulations.
- Comply with the Card Network Rules regarding use of the Card Network trademarks or service marks (“Marks”), Card Network acceptance, risk management, transaction processing, and any Card Network products, programs or services in which the Merchant is required to, or chooses to participate.
- Not knowingly submit any transaction that is illegal or that the Merchant should have known was illegal.
2. Merchant agrees that each Card Network shall be entitled to limit or terminate (or cause WePay to limit or terminate) this Agreement.
3. WePay shall be entitled to immediately terminate this Agreement for any significant circumstances that create harm or loss of goodwill to the Card Networks or their respective payment systems. Merchant shall not submit any Transaction that it knows or should have known to be either fraudulent or not authorised by the Purchaser. Merchant is responsible for its employees’ actions. Merchant shall not submit any Transaction that does not result from an act between the Purchaser and Merchant.
4. Merchant must not deposit a transaction until the transaction is completed and all goods or services are shipped or provided, except: (i) if the Purchaser has agreed to a delayed delivery or an advance deposit, (ii) in the case of a prepayment of services or custom merchandise, if the Merchant advises the Purchaser of the immediate billing at the time of the transaction; or (iii) Purchaser consent has been obtained for a recurring transaction.
5. For recurring transactions, Merchant shall (i) obtain the Purchaser’s legally recognised consent to periodically charge the Purchaser on a recurring basis for the goods or services purchased, which consent shall include the frequency of recurring charges, the amount of the recurring transactions (unless the recurring transactions are for varying amounts), and the duration of time for which the charges may be made; (ii) retain such consent and provide it upon request to WePay or the issuing bank of the Purchaser’s payment instrument; (iii) not submit any recurring transaction after the duration specified in such consent or after receiving a cancellation notice from the Purchaser or a notice from WePay or any Card Network (via authorisation decline response code or otherwise) that the transaction is not authorised or that the payment instrument is not to be honored; and (iv) include in its transaction data the electronic indicator that the transaction is a recurring Transaction.
6. Merchant must not require any Purchaser to pay a surcharge, any part of Merchant’s discount rate, or any contemporaneous finance charge in connection with a MasterCard Transaction, and shall not add any amount over the advertised or normal price to a transaction, except to the extent expressly permitted by the applicable Card Network Rules or by applicable laws or regulations expressly require that Merchant be permitted to impose such surcharge or amount. Any surcharge amount, if allowed, must be included in the transaction amount and not collected separately. If Merchant chooses to impose any surcharge, Merchant shall provide each Card Network and WePay with no less than 30 days’ advance written notice that the Merchant intends to impose such surcharge on transactions at either the brand level or product level. Merchant may not impose any such surcharge at both the brand and product level.
7. Merchant may request but may not require Purchaser identification as a condition of payment instrument acceptance, unless such information is required to complete the transaction, such as for shipping purposes. If the name on the identification does not match the name on the payment instrument, Merchant may decide whether to accept the payment instrument.
8. Merchant must not accept a payment instrument to collect or refinance an existing debt. Merchant must not: (i) accept Purchaser payments for previous card charges, or (ii) complete a transaction that represents the collection of a dishonored cheque.
9. Merchant must not accept a payment instrument for the purchaser of scrip.
10. Merchant shall never issue refunds for transactions by cash or a cash equivalent (e.g., cheque) unless required by law or permitted by the Card Network Rules.
11. Merchant and its service providers shall comply with the provisions of Visa’s Cardholder Information Security Program (“CISP”). Merchant shall be responsible for demonstrating compliance by its service providers with the requirements of CISP. Merchant shall notify MasterCard and WePay immediately if Merchant becomes aware of a data compromise event. If Merchant is undergoing a forensic investigation at the time this Agreement is signed, Merchant shall fully cooperate with the investigation until completed.
12. Merchant agrees to accept all categories of Visa and MasterCard Cards (i.e., debit and credit cards), unless Merchant has notified WePay in writing of its election to accept one of the following “limited acceptance” options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards; or (ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank-issued Visa and MasterCard Cards. If Merchant elects one of the limited acceptance categories: Merchant must display appropriate signage to indicate the limited acceptance category; and WePay, at its option, may process any transactions submitted to WePay outside of the limited acceptance category, in which case such transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by WePay or the Card Networks. Merchant must honor all valid cards within Merchant’s range of acceptance without discrimination when properly presented for payment. Merchant must maintain a policy that does not discriminate among customers seeking to make purchases with a card.
13. Merchant’s use or display of any Card Network Marks will terminate effective with the termination of this Agreement or upon notification by the Card Network to discontinue such use or display. Any use of a Card Network Mark by Merchant in advertising, acceptance decals, or signs, must be in accordance with the Card Network Rules, including the Card Network’s reproduction, usage, and artwork standards, as may be in effect from time to time.
14. Merchant shall prominently and unequivocally inform the Purchaser of the identity of the Merchant at all points of interaction, so that the Purchaser readily can distinguish the Merchant from any other party, such as a supplier of products or services to the Merchant. Merchant must ensure that the Purchaser understands that the Merchant is responsible for the transaction, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the transaction.
15. Merchant’s electronic commerce website shall:
- Prominently display the name of the Merchant (at least as prominently as any other information depicted on the website, other than images of the products or services being offered for sale), and identify such displayed name as both the Merchant and as the name that will appear on the Purchaser statement
- Display a customer service contact, including email address and telephone number;
- Display the address, including the country, of Merchant’s fixed place of business (regardless of website or server locations);
- Clearly indicate Merchant’s return/refund policies;
- Contain the Merchant’s policy for delivery of multiple shipments, if applicable; and
- Provide a description of its security methods, capabilities and policy for transmission of payment instrument information.
16. Merchant shall prominently display the appropriate Card Network Marks indicating acceptance at the point of interaction, wherever payment options are presented. Such Card Network Marks may also be displayed in advertising or other materials or images at the physical or electronic point of interaction to indicate brand acceptance. No other Card Network Marks or marks may be used for these purposes. Upon request, Merchant shall supply WePay with samples of any materials or images bearing the appropriate acceptance Card Network Marks.
17. Merchant may request or encourage a Purchaser to use another form of payment, a payment instrument of a different Card Network, or a payment instrument of a different type than the one the consumer initially presents. Except where prohibited by law, it may do so by methods that include, but are not limited to:
- Offering the Purchaser an immediate discount from the Merchant’s list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the Purchaser uses a particular payment instrument with an acceptance brand other than the Card Network or other particular form of payment;
- Offering the Purchaser an immediate discount from the Merchant’s list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the Purchaser, who initially presents a card, uses instead another card or another form of payment;
- Expressing a preference for the use of a particular card or form of payment;
- Promoting the use of a particular general purpose card with an acceptance brand other than the Card Network or the use of a particular form or forms of payment through posted information, through the size, prominence, or sequencing of payment choices, or through other communications to customers (provided that the Merchant will abide by the Card Network Rules relating to the display of the Card Network Marks including, but not limited to, the Card Network Mark indicating acceptance); or
- Communicating to Purchasers the reasonably estimated or actual costs incurred by the Merchant when a Purchaser uses particular cards or forms of payment or the relative costs of using different general purpose cards or forms of payment.
Notwithstanding the foregoing, Merchant may not offer a discount or other benefit to a Purchaser if the Purchaser uses a particular issuing bank’s card, unless the discount or other benefit is available for all other cards of the same product type or is accessed 1) after the transaction has been completed (for example, a credit on the billing statement or a rebate); or 2) at the time of or after the transaction and is effected by a separate instrument and not by the card (for example, a coupon or a voucher). Merchant must not promote a discount or other benefit for use of a particular issuing bank’s card.
18. At its sole discretion, at any time, a Card Network may, either itself or through WePay or any agent of such Card Network, investigate, review, audit, or inspect Merchant, including by inspecting the premises and auditing the books, records, and procedures of Merchant to ensure that it is complying with the Card Network Rules and applicable brand and security standards and procedures. Merchant agrees that in such event it shall cooperate fully with such Card Network (or its agent) in connection with such investigation, inspection, audit or review, including, without limitation by providing access to Merchant’s premises and to all pertinent records and requested information.
19. Except as expressly permitted in the Card Network Rules, Merchant must not directly or indirectly require any Purchaser to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a transaction. Merchant may provide a discount to its customers for cash payments. Merchant that chooses to impose a permitted surcharge must provide the Card Networks and WePay with no less than 30 days’ advance written notice that the Merchant intends to impose a surcharge on transactions at either the brand level or product level.
20. Except to the extent permitted by the applicable Card Network Rules and applicable law, Merchant must not establish a minimum or maximum transaction amount as a condition for honoring a payment instrument.
21. Merchant must not submit any transaction that represents the refinancing or transfer of an existing Purchaser obligation that is deemed to be uncollectible, or arises from the dishonor of a Purchaser’s personal check.
22. Merchant shall not impose, as a condition of acceptance of a payment instrument, a requirement that the Purchaser waive a right to dispute a transaction.
23. Merchant shall not submit any transaction that is illegal, or in the sole discretion of any Card Networks, may damage the goodwill of the Card Network or reflect negatively on the Card Network Marks, including, without limitation, (i) for the sale or offer of sale of a product or service other than in full compliance with any law then applicable to WePay, the issuing bank, Merchant, Purchaser, or the Card Networks, or (ii) for the sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of nonconsensual sexual behavior, sexual exploitation of a minor, nonconsensual mutilation of a person or body part, and bestiality), or any other material that a Card Network deems unacceptable to sell in connection with a Card Network Mark. Merchant shall submit to WePay only valid transactions between the Merchant and a bona fide Purchaser, and shall not submit any transaction which it knows or should have known to be fraudulent or not authorised by the Purchaser, or to be authorised by a Purchaser colluding with the Merchant for a fraudulent purpose.
24. Merchant shall not disparage any Card Network or any of the Card Networks’ products, programs, services, networks, or systems.
25. Merchant must not sell, purchase, provide, exchange or in any manner disclose payment instrument information to anyone other than WePay, to the Card Networks, or in response to a valid government demand. This prohibition applies to card imprints, carbon copies, mailing lists, tapes, database files, and all other media created or obtained as a result of a transaction.
Exhibit B - Data Protection
These terms represent the agreement of the parties with respect to WePay receiving personal data from or on behalf of Merchant pursuant to WePay’s provision of payment services under the Agreement (“Payment Services”), the processing of which is subject to European Data Protection Law (as defined below). These terms do not apply to WePay receiving personal data in connection with processing activities that WePay undertakes as a controller (for example, when WePay processes data in order to detect fraudulent payment transactions).
Capitalised terms used in these terms shall have the same meaning as defined in the Agreement, unless indicated otherwise. The terms “data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “supervisory authority” shall have the meaning given in applicable European Data Protection Law.
“European Data Protection Law” means: (a) the GDPR, Directive 95/46/EC, Directive 2002/58/EC and Directive 2009/136/EC, together with any national implementing laws in any Member State of the European Union; and (b) any equivalent legislation or legislation dealing with the same subject matter; each as applicable to WePay and each as amended, consolidated or replaced from time to time.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (as may be amended, extended or replaced from time to time) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
(a)Details. Through its use of the Payment Services as integrated by the Platform or otherwise in writing, Merchant shall notify WePay of the processing activities to be carried out by WePay in accordance with these terms.
(b)Compliance. Each party will comply with all obligations applicable to it under European Data Protection Law.
Merchant specifically authorises the engagement of WePay’ s affiliates as sub-processors and generally authorises the engagement of any other third parties as sub-processors.
5. Assistance and Cooperation.
If Merchant receives a request from a data subject for access to their personal data submitted by Merchant to WePay and processed by WePay under this Agreement, or to correct, erase or cease processing such personal data, Merchant shall, as soon as reasonably practicable, notify WePay of any such request and WePay will, as soon as reasonably practicable, and to the extent permitted by the applicable laws and/or the Card Network Rules, provide, at Merchant’s cost, details of such personal data to enable Merchant to comply with any such request. To the extent the request relates to the deletion of such personal data, Merchant acknowledges that its deletion may result in WePay being unable to continue to provide the Services under this Agreement.
Exhibit C - 3DSecure Services
This exhibit (the “3DSecure Exhibit”) sets forth additional terms and conditions applicable to Merchant’s receipt of the 3DSecure Services (as defined below).
1. General. WePay offers 3DSecure Services (defined below) to Merchants, accessed through a gateway solution provided by WePay and integrated by Platform. Merchant desires to use the 3DSecure Services, and WePay is willing to provide the 3DSecure Services to Merchant, on the terms and conditions set forth in this 3DSecure Exhibit. Except as provided otherwise herein, all of the terms and conditions of this Agreement shall apply to the 3DSecure Services, which will be deemed to be part of the “Service” under this Agreement. In the event of a conflict between specific terms of this 3DSecure Exhibit and this Agreement in respect of the 3DSecure Services, the terms of this 3DSecure Exhibit shall prevail
2. Definitions. For purposes of this 3DSecure Exhibit, all capitalised terms not otherwise defined herein shall have the meaning set forth below. Capitalised terms used and not defined in this 3DSecure Exhibit shall have the respective meanings given to them in this Agreement.
“3DSecure Services” means WePay's service to provide 3DSecure authentication for transactions (which, for the avoidance of doubt, shall include refunds, chargebacks and reversals) made with Visa, MasterCard, and other payment methods that are approved by WePay from time to time for use with the 3DSecure Services.
“3DSecure Payment Information” means all shipping, billing and other contact information, as well as all payment instrument information (including, but not limited to, a security code, a payment account number, a pin number, or postal code when provided as part of an address verification system) provided by Purchasers in conjunction with Merchant’s use of the 3DSecure Services.
“Gateway” means a technical interface provided by via the Platform that facilitates the transmission of 3DSecure Payment Information between Merchant’s Point of Sale and WePay.
“Gateway API” means a native hosted gateway application or application programming interface made available to Platform to access the Gateway.
“Intellectual Property Rights” means any copyright, patent, trade secret, trademark, service mark, rights in or to inventions (whether or not patentable), rights in or to works of authorship (whether or not subject to copyright), and other intellectual property rights, whether registered or unregistered.
“Payment Method” means a branded (a) online payment system using online banking services, (b) combined offline/online payment system such as direct debit, (c) payment card, or (d) other payment methods, in each case operated by, over the infrastructure provided by, and/or under license from a Card Network.
“Point of Sale” means the virtual (online or mobile) point of sales systems provided by Platform and used by Merchant (such as an online “checkout” page) to accept payment for Merchant’s own goods and services.
3. 3DSecure Services.
3.1 3DSecure Services. Subject to Platform’s and Merchant’s compliance with the terms of this Agreement, and subject to the other terms herein contained, WePay will perform the 3DSecure Services: (a) in a good, timely, efficient, professional and workmanlike manner using then-current technology, (b) using personnel who are fully familiar with the technology, processes and procedures to be used to deliver the 3DSecure Services, and (c) in compliance and in accordance with the provisions of this Agreement and applicable Card Network Rules. Merchant must use the Gateway and the Gateway API to access and use the 3DSecure Services. Merchant may use the 3DSecure Services only for Transactions that are made at Merchant’s Point of Sale.
3.2 Downtime. Platform and Merchant recognise that the 3DSecure Services may be unavailable from time to time for a number reasons, including, without limitation: (a) equipment or software malfunctions; (b) periodic maintenance procedures or repairs which WePay or its suppliers may undertake from time to time; or (c) causes beyond the control of WePay or its suppliers, or which are not reasonably foreseeable, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures (collectively, “Downtime”). WePay agrees to use commercially reasonable efforts to (i) minimise disruption, inaccessibility, and/or inoperability of the 3DSecure Services in connection with Downtime, whether scheduled or not and (ii) correct or cause the correction of any deficiency giving rise to the disruption, inaccessibility, and/or inoperability of the 3DSecure Services.
4. Fees. Merchant shall be charged any fees for the 3DSecure Services as set forth on Website (the "3DSecure Fees"). Notwithstanding anything in this Agreement to the contrary, WePay shall be entitled, upon 30 days’ prior written notice, to modify the 3DSecure Fees. For clarity, the 3DSecure Fees cover only the 3DSecure Services provided under this 3DSecure Exhibit and do not cover the authorisation, processing, settlement and other services provided under this Agreement, which will continue to be subject to the fees set forth in this Agreement or on the Website.
5. Certain Platform and Merchant Obligations.
5.1 Platform and Merchant will use the 3DSecure Services in accordance with the protocols, specifications, formats and procedures provided by (or on behalf of) WePay to Platform and Merchant, respectively. WePay shall not be liable or responsible for the authenticity or accuracy of 3DSecure Payment Information or other data received from Platform or Merchant, or the corruption, loss, alteration, theft, or destruction of such data, during transmission of such data to the 3DSecure Services via the Gateway, and WePay shall be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations under this 3DSecure Exhibit.
5.2 Merchant will provide WePay with the website URL from which Merchant will sell products or services and that will accept (or offer to accept) Payment Methods. Merchant will promptly update to WePay any changes to Merchant’s website URL.
5.3 Neither Platform nor Merchant shall (a) access or use the 3DSecure Services, the Gateway, the Gateway API, or any documentation related to the foregoing for any purposes other than its own business purposes and as expressly permitted under this 3DSecure Exhibit, (b) transmit any data through the 3DSecure Services, the Gateway, or the Gateway API that contain any virus, time bomb, Trojan horse, worm, spyware, disabling code, or other malicious code, (c) modify, edit, reverse engineer, disassemble, decompile, create derivative works from, or otherwise alter or attempt to derive source code or underlying ideas, algorithms, structure, protocols, or organisation for or from any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation, or of any of the software or technology (or any part thereof) used by WePay or its service providers to provide any of the 3DSecure Services, (d) remove, alter, cover, obfuscate, or hide any patent, copyright, trademark, or other proprietary notices, labels, marks or legends that appear on or in connection with the use or access to any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation, (e) republish, rent, lease, sublicense, act as a service bureau for, distribute, or otherwise resell or transfer any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation to any third parties without WePay's express written consent, (f) distribute or use the Gateway API or any software or technology used to provide any of the 3DSecure Services, or any related documentation in any manner that would cause WePay or any of its licensors’ proprietary materials to become subject to any open source software license terms, (g) defeat, avoid, interfere with, bypass, remove, deactivate, disable, or otherwise circumvent any software protection mechanism or other security restrictions embedded in the Gateway API or any other part of the 3DSecure Services or software or technology used to provide any of those services, (h) use or access the 3DSecure Services, the Gateway, or the Gateway API for purposes of money laundering, terrorist financing, fraud, or any financial or other crime, or (i) use the 3DSecure Services or Gateway in connection with any transaction for the transfer of funds that are the proceeds of a crime.
6. Integration. Platform will be responsible, at Platform’s cost, for connecting to and integrating with the Gateway in accordance with the technical specifications made available to Platform by WePay.
7. Intellectual Property.
7.1 As between Platform and Merchant on the one hand, and WePay on the other hand, WePay and/or its applicable licensors will own and retain all right, title and interest, including all Intellectual Property Rights, in (a) the 3DSecure Services and the Gateway, (b) the Gateway API, (c) all specifications and documentation provided or made available by WePay to Platform or Merchant related to the foregoing, and (d) all derivative works thereof (collectively, the “Covered IP”). In the event any right, title or interest arises or vests at any time in Platform or Merchant to any of the Covered IP, Platform or Merchant (as applicable) will promptly disclose to and hereby assigns to WePay all such right, title and interest. Platform or Merchant (as applicable) will execute, and cause its employees and other representatives to execute, all necessary documents to give legal effect to such assignment or otherwise secure WePay's ownership of the Covered IP.
7.2 Subject to Platform’s and Merchant’s compliance with the terms and conditions of this Agreement, WePay grants to Platform and Merchant a non-exclusive, non-transferable, non-sublicensable, and revocable limited license to install and use the Gateway API and any merchant plug-in provided for use with the 3DSecure Services (a “3DS Plugin”), in each case, on computers owned or controlled by Platform or Merchant (as applicable) and (a) in the case of the Gateway API, to integrate the Point of Sale system with the Gateway for purposes of using the 3DSecure Services, and (b) in the case of the 3DS Plugin, to use the 3DSecure Services in connection with Merchant’s transactions. Neither Platform nor Merchant acquires any interest in the Gateway API, the 3DS Plugin, or any related specifications or documentation provided to Platform or to Merchant by or on behalf of WePay, except the limited right to use them to access and use the 3DSecure Services in accordance with and as contemplated by the terms of this Agreement. Subsequent versions of the Gateway API and/or 3DS Plugin may be released from time to time, and WePay may require Platform or Merchant to use the current releases or versions of them.
8. Third Party Materials. Parts of the 3DSecure Services (and the Gateway used to access the 3D Secure Services) provided to, and used by, Merchant under this Agreement contain or use materials (“Third Party Materials”) that WePay obtains from its service providers, affiliates, or other third party companies (“Technology Providers”). Platform and Merchant acknowledge and agree that, except as otherwise provided in this Agreement: (a) any issues, claims, or liability related to the 3DSecure Services (or Gateway used to access the 3DSecure Services, including, but not limited to, maintenance or support services with respect to those services, are the responsibility of WePay and are not the responsibility of the Technology Providers; and (b) no rights are granted in or to the Third Party Materials under this 3DSecure Exhibit other than those use or access rights expressly granted to Platform or Merchant respectively under this 3DSecure Exhibit.
9. Use and Disclosure of 3DSecure Payment Information. Platform and Merchant each authorise WePay to share specifications (including, but not limited to any proprietary information of Platform or Merchant such as: designs; visual, audio and audiovisual works; formulae, algorithms, processes, procedures and methods; documentation and technical specification; website specifications and intellectual property inherent therein or appurtenant thereto, which is provided or licensed by Platform or Merchant to WePay for WePay's use in providing the Services), and 3DSecure Payment Information with its employees, affiliates, agents, and supplier(s), as may be required in order to provide the 3DSecure Services. Platform and Merchant acknowledge that their respective use of the 3DSecure Services in no way relieves them from their respective obligations to comply with applicable laws, regulations, industry standards, and security standards (collectively the “Compliance Requirements”). Furthermore, in addition to the obligations set forth in this 3DSecure Exhibit and in this Agreement, Platform and Merchant agree to maintain the security and integrity of their respective e-commerce and mobile commerce websites and the computer systems and networks used to host, maintain, and support the e-commerce and mobile commerce websites (collectively, “Systems”). Platform and Merchant shall comply with all Compliance Requirements to prevent unauthorised access to, and the malicious use of, the Systems. Notwithstanding the foregoing, Platform or Merchant shall be responsible for the loss or compromise of any 3DSecure Payment Information that is deemed, or suspected, to have been unlawfully accessed through the Systems. In addition to any other indemnification obligations under this Agreement, Platform and Merchant each agree to indemnify and hold harmless WePay, its affiliates, officers, directors, and supplier(s) from any and all third-party claims whatsoever (including, without limitation, any claims made or brought by any Purchaser) arising out of or relating to: (a) Platform’s or Merchant’s respective failure to comply with the Compliance Requirements, and (b) the loss or compromise of any 3D Secure Payment Information and Payment Information that is deemed, or suspected, to have been unlawfully accessed through the exploitation of the Systems.
10. Term and Termination of this 3DSecure Exhibit. Except as provided otherwise herein, this 3DSecure Exhibit shall remain in effect for so long as this Agreement remains in effect. In the event this Agreement shall terminate or expire for any reason, this 3DSecure Exhibit and WePay's obligation to provide the 3DSecure Services shall also terminate. Notwithstanding the foregoing, Platform and Merchant acknowledge that either Platform or Merchant (as applicable), on the one hand, or WePay, on the other hand, may terminate this 3DSecure Exhibit and the 3DSecure Services provided hereunder at any time upon thirty (30) days prior written notice. Furthermore, WePay may terminate this 3DSecure Exhibit and its provision of the 3DSecure Services (a) for any of the reasons that WePay may terminate this Agreement (as set forth therein), or (b) upon termination of, or the otherwise cessation of services provided under, the service agreement(s) in place between WePay and its supplier(s). The indemnification obligations set forth in Sections 5 and 9 herein shall survive termination of this 3DSecure Exhibit and this Agreement.
Exhibit D - Regulatory Disclosure
1. Payment Services Regulations 2017 (“Regulations”)
1.1 Merchant represents and warrants that at the time it becomes bound by the Agreement it is not a consumer, micro-enterprise, or charity as defined in, and used for the purposes of the Regulations, and Merchant undertakes to notify WePay promptly if at any time during the term of the Agreement it becomes such a consumer, micro-enterprise, or charity.
1.2 If you are not a Consumer, a Micro-Enterprise or a Charity, you may agree that some of the provisions set out in the Regulations do not apply to you. On this basis, where you are neither a Consumer, a Micro-Enterprise or a Charity, you agree that Part 6 and Regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Regulations shall not apply to this Agreement and the Services.
Merchant shall not request charges for the use of payment instruments for which interchange fees are regulated under Chapter II of the IFR (as defined below) and for those payment services to which Regulation (EU) No. 260/2012 applies.
1.4 Execution of payment transactions
Merchant represents, warrants, and agrees that WePay may deduct, in accordance with the terms of the Agreement, all fees, charges, fines, assessments, penalties, amount or other liabilities set forth in this Agreement or in relation to the Services from amounts received by WePay before crediting them to the Merchant’s settlement account.
With respect to the execution time requirements applicable under the Regulations: (a) the Merchant acknowledges that the applicable business day, cut-off time and point in time of receipt with respect to any particular payment transaction and funds transfer (including any deposit of cash on the settlement account) shall be determined in accordance with the Agreement or, if the Agreement does not provide for such details, in accordance with WePay’s usual procedures; and (b) subject to the terms of the instruction, the Merchant agrees that the execution of the payment transaction shall start on a specific day, as agreed between the parties in accordance with the Agreement or, if the Agreement does not provide for such details, in accordance with WePay’s usual procedures.
Merchant agrees to notify WePay in writing of any unauthorised or incorrectly executed payment transactions as soon as Merchant becomes aware of them in accordance with the terms of the Agreement. Merchant acknowledges that it will not be entitled to rectification of an unauthorised or incorrectly executed payment transaction if it fails to notify WePay within ninety (90) days (or such other timeframe as may be agreed between the parties) of the debit date of any such unauthorised or incorrectly executed transaction.
2. Regulation (EU) 2015/751 on Interchange Fees for Card-Based Payment Transactions (“IFR”)
2.1 Merchant understands that, under the IFR, Merchant is entitled to be communicated certain information as set forth in Article 12 of the IFR (“Article 12 Information”). Merchant further understands and agrees that the Article 12 Information is made available to Merchant by WePay on an aggregated basis subject to Merchant's express consent in the manner set out in section 23 of the Agreement.
2.2 Merchant understands that the IFR introduces restrictions capping the amount of interchange fees chargeable, as well as requiring the disclosure of fees to Merchant on an unblended basis. In accordance with Article 9(1) of the IFR, WePay is obliged to offer and charge Merchant service charges individually specified for different categories and different brands of payment cards with different interchange fee levels. However, Merchant understands and agrees that WePay provides blended pricing as described in Section 4 of the Agreement and, by continuing to use WePay's service, Merchant acknowledges that they have been provided with information on the separate components of WePay's fees in the Pricing Disclosure and requests to be offered and charged transaction processing fees on a fully blended basis in accordance with Section 4 of the Agreement. Merchant agrees to the additional terms and representations that are made available to the Merchant by WePay regarding blended fees.
WePay UK ToS Pricing Disclosure
The below is for information purposes only, does not form part of the WePay Terms of Service and merchants cannot derive any contractual rights from the disclosure.
WePay's Standard Blended Rate
As set out in section 4 of the Terms of Service, unless a different rate has been agreed with your Platform for transaction processing, WePay charges the following standard rate to process your transactions:
1.9% of the transaction value + £0.20 GBP
Components of the Standard Blended Rate
Processing payment card transactions is subject to different fees which are charged by the different participants in the transaction process and can vary depending on the features of the transaction. The three main fees are:
The processing fee is the fee charged by us as your payment service provider for processing payment card transactions that you submit under the Terms of Service.
The standard fixed rate that WePay charges for processing all types of transactions is inclusive of Interchange Fees and Card Scheme Fees (both of which are explained below).
As a result, the amount of our Processing Fee will vary depending on the Interchange Fee and Card Scheme Fee that applies to a particular transaction and can only be determined once the applicable Interchange Fee and Card Scheme Fee have been deducted from the overall fee that you pay for transaction processing.
Interchange Fees are set by the Card Network but are paid to the card issuing bank (i.e. your customer's bank).
Importantly, Interchange Fees are dynamic and can vary by the category of sales channel, type of card or payment instrument presented by the customer and on a jurisdiction by jurisdiction basis.
For example, there are caps on the level of Interchange Fees that apply to typical consumer credit and debit card transactions for UK card transactions that put a limit on the percentage that can be deducted from the total transaction amount as an Interchange Fee.
For details of the most up to date interchange fees set by each card scheme for different categories of payment card and transaction types, please refer to the Card Network's website at the following links: Visa, MasterCard.
Card Scheme Fees
The Card Networks also charge a fee for using their network to process a transaction, this is known as a 'Card Scheme Fee'.
The Card Scheme Fee is made up of a percentage of the value of transaction and/or a pence per clearing charge. Further detail is available on the Card Scheme's website using the links above.
If you require any further information about Processing Fees, Interchange Fees or Scheme Fees, please contact Customer Services.
WePay adopts a blended pricing model. Under blended pricing, you are charged the same standard rate for each transaction that we process for you as explained above. This pricing model incorporates all the costs of processing a transaction, including our Processing Fee, as well as the applicable Interchange Fees and the Card Scheme Fees within a single blended rate.
Under this blended model, WePay does not communicate to you specific details of each individual fee such as the Interchange Fee, the Card Scheme Fee or our Processing Fee, on a per transaction basis.
This type of fixed rate that is applied consistently to all transactions under a blended pricing model can be helpful for some Merchants in terms of its simplicity and the certainty it provides them.
It is important to be aware that by applying the same blended fee to all categories and types of transaction processed under the Agreement, WePay absorbs any changes to Interchange Fees and Card Scheme Fees which can be higher for certain transactions (in which case WePay's Processing Fee would decrease) or lower (in which case WePay's Processing Fee would increase) depending on the fees applied by the Card Networks to the transaction at the time.
The alternative to the blended pricing model used by WePay is unblended pricing.
Unblended pricing does not consolidate the Processing Fee, the Interchange Fees and the Card Scheme Fees into the one overall rate.
Instead, Merchants that receive processing services on an unblended pricing model (or what is sometimes referred to as interchange ++ pricing) are charged each of the individual fees separately for each transaction. Any changes to the Interchange Fees and/or Card Scheme Fees are passed on directly to Merchants under this model.
Consequently, the fees for transaction processing vary across each category or brand of card, although this does not necessarily mean that the overall fees charged under unblended pricing models are higher than under a blended approach.
However, WePay does not currently support the provision of unblended pricing to our clients.
As an authorised payment institution, we are obliged to:
- offer and charge you fees on an unblended basis unless otherwise requested by you; and
- provide information on the amount of: the merchant service charges; interchange fees; and scheme fees currently applicable to the services being provided to you, with respect to each category and brand of payment card separately unless you confirm that this information can be aggregated.
As set out in the Terms of Service, you have agreed to use WePay's service and by doing so you have (1) requested to receive fees on a blended basis and (2) consented to the aggregation of the pricing information in your Statements.
We hope that this has been helpful and cleared up any questions that you have on pricing and the fees that apply to card processing. If you have any questions or require any further information, please contact Customer Services.