Special Conditions –Pay360 by Capita IMA Service (Gateway Hosted + IMA, Gateway Freedom +IMA or Virtual Terminal + IMA)

1. Contract Terms
1.1. The Pay360 by Capita Terms of Business consist of the General Terms and the IMA Service Special Conditions apply to the Pay360 by Capita IMA Services (The Pay360 by Capita IMA Services can only be used to process Transactions when the Merchant has a current Acquirer Merchant Account (MOTO Merchant Account, Internet Merchant Account (IMA) or other approved Merchant Accounts). The Pay360 by Capita Terms of Business apply to Pay360 by Capita services and there are separate terms and conditions that are applied by an Acquirer to a Merchant Account.
   
2. Parties to this Agreement
2.1. The Parties to this Agreement shall be the Merchant and Metacharge Limited owned by Capita Holdings Limited (Company Number: 3950372) whose registered office is located at17 Rochester Row, London, SW1P 1JB.
   
3. Additional Definitions
3.1. For the purpose of the IMA Special Conditions the following definitions shall apply;
 
3.1.1. Trading Limit; the limits specified in clause 6 of the IMA Service Special Conditions;
3.1.2. Remittance: means the amount due and payable to Merchant from the Acquirer, calculated in accordance with the Merchant Contract;
3.1.3. Remittance Data: means the settlement instruction file and such other financial information as Pay360 by Capita may from time to time send to the Acquirer to enable the settlement of Transactions to the Merchant Account and or the collection by the Acquirer from the Merchant Account of any fees and or charges due under Scheme rules or under the terms of this Agreement.
3.1.4. Remittance Period: means the period between the date of the Transaction and the date on which Remittance in respect of that Transaction is due to Merchant as set out in the Merchant Contract;
   
4. Renewal
4.1. The Initial Term is for a period of 24 Months or such period specified in the Schedule whichever is the greater. At the end of the Initial Term, the term of this Agreement shall be automatically extended for additional consecutive periods of one year without notice save that a party may terminate this Agreement by the provision of written notice to the other party no less than thirty-days before the end of a then current one-year period (“Renewal Term”), where such termination is effective from the end of that one-year period in which notice was properly given.
   
5. Transaction Information
5.1. The following chargeable events shall apply:


 

+IMA

Term

Definition

Pre Authorisation (Pre Auth)

A request for Authorisation of a Transaction made by the Merchant to validate the card and Transaction Amount which either (i) does not result in the taking funds or processing of payments for the value of the Authorisation or (ii) results in a delay in the taking of funds or processing of payment for the value of the Authorisation.

Capture (Transaction)

A financial transaction following an associated pre authorisation that initiates provision of and or dispatch of goods and or services to the cardholder.

Payment (in context of fee structure)

An Authorisation with an associated real time action by the Merchant for the collection of payment.

Completed Transaction

Each, all and or any of the following successful events;

  • Capture
  • Payment
  • Repeat Transaction.

Repeat Transaction

A Transaction for goods and or services with associated Authorisation forming part of a set or series of recurring orders upon which Authorisation was obtained and an associated payment request was made.

Refund

A Transaction where a Transaction is reversed with the intention of crediting a Customer's account.

Failed Transaction

An Authorisation request or request for payment that is declined.

 

5.2. In addition to the Monthly Service Charge and Transaction Fees, other Charges and Fees will also apply depending on the Services selected by the Merchant and how the Merchant uses the Services. These Charges and Fees are more fully described in the Schedule and may include but are not limited to Charges and Fees in relation to;
  • Authorisation
  • FraudGuard and FraudGuard Rules Engine
  • 3D Secure
  • Refunds
  • Verify your customer (VYC)
  • Original credit (CFT) Processing
  • Chargebacks
  • Costs and or fees associated with retrievals
  • Cross Border Settlement
  • E-mail pay
  • PayCash
  • PayPal
  • Scheme Charges
  • Minimum transactions
  • Additional accounts
  • Additional currencies
  • Test accounts
  • Taxes and levies
  • Failed transactions
  • Money remittance
  • Third party e-money products
  • Card Reconciliation Fees
  • Service Reconnection Fee
  • PCI non compliance charges, fees and or levies (if applicable) as applied by Pay360 by Capita the Schemes and or the Acquirer.
5.3. Further information on Charges is set out in the Schedules. The Merchant will also pay the Acquirer for the acquiring services received by the Merchant under the Merchant Contract. Details of these fees and charges due to the Acquirer are contained in the Merchant Contract and do not form part of this Agreement.
5.4. All Charges referred to in this Agreement shall be exclusive of taxes which will be levied at the appropriate rate as applicable and as the same may be amended from time to time. Scheme fees and charges shall be levied and or payable by the Merchant as required by the Scheme Rules.
   
6. Credit Control
6.1. Pay360 by Capita may at its sole discretion notify the Merchant of a Trading Limit on the Merchant aggregate value of Transactions calculated in respect of any one calendar month and or a single Transaction limit. The Merchant shall not exceed that Trading Limit and or single Transaction limit without Pay360 by Capita prior written approval (to be given at Pay360 by Capita discretion). Pay360 by Capita may vary the trading limit and or the single Transaction limit at any time by notice to Merchant.
6.2. The Merchant will authorise and keep authorised the Acquirer to debit the Merchant Account, Payment Method or such other account held in the name of the Merchant as the Acquirer shall think fit the Charges due under this Agreement. If all or any such Charges are not paid to Pay360 by Capita, Pay360 by Capita shall be entitled at its sole discretion to debit the merchant’s bank account and or to invoice the Merchant forthwith in accordance with the Terms of Business for the Service.
6.3. The Merchant accept the risk associated with Card and other payments and the Merchant hereby agree that Pay360 by Capita shall be entitled to debit back amounts from the Merchant Account or the Payment Method for any Transaction or Transactions which is subsequently disputed even if authorised in accordance with this Agreement.
   
7. Merchant Application Management Service
7.1. The Merchant may at the point of registration or any time during the Term of this Agreement request Pay360 by Capita to provide an application management service assist the Merchant to process an application to enter into a Merchant Contract with an Acquirer.
7.2. The Merchant shall pay Pay360 by Capita the Application Management Fee as notified to the Merchant at the time of the Merchant’s request and shall provide Pay360 by Capita with all assistance and documentation reasonably required by Pay360 by Capita to manage the application.
7.3. The Application Management Fee shall be in addition to any Set Up Fee applicable to establishment of the Merchant’s account with Pay360 by Capita.
7.4. Pay360 by Capita may elect to submit an application for a Merchant Contract via Pay360 by Capita’s standard service or under the Pay360 by Capita Express MID Service.
7.5. Pay360 by Capita reserves the right to terminate this Agreement if the information supplied by the Merchant in relation to the registration process or in relation to the application for a MID is inaccurate, contains omissions, fraudulent and or misleading and or the Merchant fails to qualify under the Pay360 by Capita risk management profile.
   
8. Express MID Service
8.1. If Pay360 by Capita elects to provide the Pay360 by Capita Express MID Service Pay360 by Capita shall use reasonable endeavours to arrange for the appropriate Acquirer to issue the Merchant with a MID within 24 hours of receipt by the Acquirer of the Merchant’s Know Your Customer (KYC) and Anti Money Laundering (AML) documentation.
8.2. Under the Express MID Service, Pay360 by Capita aims to arrange for an acquirer to provide a Merchant with a Merchant Identification Number (MID) within 24 Hours.
8.3. The provision of the MID under the Pay360 by Capita Express MID Services is subject to the following dependencies and Merchant obligations during the application process:
 
8.3.1. The Merchant must provided payment upon registration.
8.3.2. The Merchant must be a UK registered legal entity.
8.3.3. The Merchant must qualify for the Express MID Service under Pay360 by Capita Merchant Risk profile.
8.3.4. The Merchant must immediately accepted, the Schedule to the Pay360 by Capita Terms of Business and signed and it returned to Pay360 by Capita.
8.3.5. The Merchant must immediately sign and return the Merchant Contract.
8.3.6. The Merchant must provide Pay360 by Capita with the appropriate Know Your Customer (KYC) documentation which must be duly authenticated and accepted by the Acquirer prior to 3pm UK time for activation the following day.
8.3.7. The Merchant complies with the Acquirer’s Know Your Customer KYC, Anti Money Laundering (AML) and risk management criteria.
8.3.8. The Merchant must complete the Pay360 by Capita integration processes;
8.3.9. The 24 hour period must be during a working day (09:00 to 17:00) and excludes bank holidays in England and Germany.
8.4. Pay360 by Capita is not responsible for any delay in the provision of a MID arising from the Merchant’s failure to comply with its obligations in relation to the application process and or any delay on the part of the Acquirer.
8.5. Pay360 by Capita reserves the right to amend the process, Acquirer, Merchant qualification, Risk Profile and or Merchant information requirements in relation to the Express MID Services from time to time.
8.6. Pay360 by Capita reserves the right to decline to offer the Express MID Service to all or any Merchant at any time and may withdraw the Express MID Service upon the provision of 24 hours notice in writing such notice to be given to a Merchant (if the application has commenced) or by publication on the Extranet and or the Pay360 by Capita website.
   
9. Revocation of the Merchant Identification Number
9.1. Please note, under the terms of the Merchant’s Acquirer Merchant Contract, the Acquirer reserves the right at is sole discretion to revoke the Merchant Identification Number if the information provided by the Merchant is inaccurate and or the Merchant fails to qualify under the Acquirer’s risk profile.
9.2. Upon revocation of the MID the Merchant shall cease to submit any Transactions to Pay360 by Capita.
9.3. The Merchant Contract may terminate, if the Acquirer revokes the Merchant Identification Number,
9.4. Upon revocation of the Merchant Identification Number and or termination of the Merchant Contract, unless a replacement Merchant Identification Number is provided Pay360 by Capita may at its sole discretion immediately terminate this Agreement and or suspend the Services.
9.5. The Management Application Fee is not refundable upon termination of the Acquirer’s Merchant Contract.
9.6. All Transactions submitted under the Merchant Identification Number shall be subject to the terms of this Agreement and the terms of the Merchant’s Acquirer Merchant Contract.
   
10. Availability of Express MID Service
10.1. The Pay360 by Capita Express MID Service is not available from all Acquirers. Acquirers are not required to participate in the Express MID Service and an Acquirer may at its sole discretion withdraw its participation from the Pay360 by Capita Express MID Service at any time upon immediate notice.
10.2. An Acquirer is not required to offer the Express MID Service and or a Merchant Contract to all or any Merchant and may at its sole discretion exclude any category of Merchant, business activities, risk profile, type of Transaction, individual Merchant and or locations.
10.3. The Acquirer is not required to offer the Express MID Service and or a Merchant Contract if it would be in contravention of any Scheme Rules, regulatory and or legislative obligations.
   
11. Acquirer Remittance, Reserves and Settlement
11.1. Pay360 by Capita shall use reasonable endeavours to;
 
11.1.1. send the Acquirer the Remittance Data in accordance with the provisions of this Agreement.
11.1.2. from time to time notify and instruct the Acquirer of Remittance Data upon which the Acquirer may base the Remittance due to or payable by the Merchant.
11.2. The Remittance Period applicable to the Merchant will be as specified in the Merchant Contract. If the Remittance falls below the minimum specified in the Merchant Contract such Remittance shall be carried forward to the next Remittance date.
11.3. The Merchant will be responsible to Pay360 by Capita for all or any additional costs resulting from Customer disputes, Refunds, Chargebacks, Scheme Fines and or Disputed Transactions
11.4. Pay360 by Capita reserves the right to recover the Service Charges and Relevant Tax and or any other shortfall, Fees and or Charges due from the Merchant under this Agreement by debiting the amount from the Merchant Account, the Merchant’s bank account or Payment Method (in the event of insufficient funds being available from the next Remittance).
11.5. Pay360 by Capita shall notify the Acquirer;
 
11.5.1. of any amount of any excess trading over the agreed trading limit;
11.5.2. if the value of Chargebacks, Refunds, Disputed Transactions, and or Customer disputes exceed the value of all Payment Transactions falling due for Remittance on the Remittance date, the resulting in a shortfall.
11.6. Subject to the terms of the Merchant Contract such amount may to be held back by the Acquirer for deduction against the following Remittance when it shall be deducted from that Remittance together with any interest due.
11.7. Pay360 by Capita reserve the right at any time to require payment from the Merchant (including by directly debiting the Merchant bank account) of all or part of such shortfall referred to in
 
11.5.1 in such currency as Pay360 by Capita may reasonably determine. The Merchant hereby authorise Pay360 by Capita to collect such payments.
11.8. If this Agreement is terminated in accordance with Clause 7 of the General Conditions (Term and Termination) (and save in the case of fraud or misrepresentation by the Merchant), and Pay360 by Capita requests and instructs the Acquirer to hold any fixed, deferred and or rolling reserve payments (Fixed Reserve Payment), Pay360 by Capita shall request and instruct the Acquirer to repay the surplus (if any) of the Fixed Reserve Payments held by the Acquirer under the Merchant Contract in accordance with the terms set out in this clause 39 (Acquirer Remittance, Reserves and Settlement). Any such surplus shall be less any Chargebacks, Refunds, Disputed Transactions, Cardholder disputes, Fee and or Charges, due under this Agreement and or the Merchant Contract.
11.9. Subject to any and all deductions described in this Agreement and the terms of the Merchant Contract, Pay360 by Capita shall use reasonable endeavours to notify the Merchant in due course if Pay360 by Capita believes based on the information supplied by the Acquirer there is any surplus Fixed Reserve Payment amounts (if any) due to the Merchant (Fixed Reserve Balance):
11.10. Pay360 by Capita shall no later than twelve months from date of Termination of the Agreement and subject to any outstanding claims request and instruct the Acquirer to;
 
11.10.1. pay the Fixed Reserve Balance to the Merchant.
11.10.2. transfer the Fixed Reserve Balance to the Merchant by direct bank transfer to a bank account nominated by the Merchant.
11.10.3. deduct from the Fixed Reserve Balance a charge to cover the bank charges or any other charges due prior to making the transfer of funds.
11.11. The Acquirer may in accordance with the terms of the Merchant Contract and at the Acquirer’s sole discretion hold any Fixed Reserve Payment. The retention, payment and or Pay360 by Capita General Terms of Business with IMA Special Conditions – May 2012 Page 22 of 22 release of any Fixed Reserve Balance shall be governed by the terms of the Merchant Contract and shall be at the sole discretion of the Acquirer.
11.12. The Acquirer is, to the extent permitted in the Merchant Contract, entitled to refuse and or decline any instruction or request by Pay360 by Capita made in accordance with the terms of this Agreement.
   
12. Chargebacks, Disputed Transactions & Refunds
12.1. In the event of any Chargeback in respect of the Merchant Transactions, Pay360 by Capita shall be entitled to immediately request and instruct the Acquirer to debit the Merchant Account (if not already debited as a Disputed Transactions) or to recover from the Merchant by other means the amount paid by Pay360 by Capita in respect of the relevant Transaction(s). The Acquirer’s decision shall be conclusive as to the determination of any liability for a Chargeback. Wherever possible, and to the extent provided by the Acquirer to Pay360 by Capita notice to the Merchant of a Chargeback shall be accompanied by an explanation of the reason for it.
12.2. Where Pay360 by Capita is notified by the Acquirer of any invalid or Disputed Transaction, Pay360 by Capita will notify the Merchant of the same by email, fax or letter accompanied (wherever possible) by an explanation of the reason for it. Pay360 by Capita will indicate the Transaction as disputed and request and instruct the Acquirer to deduct and hold from the Merchant Account an amount equal to the sum so disputed plus Pay360 by Capita standard administration fee. Merchant agree to investigate any and all Disputed Transactions and take all reasonable steps to resolve disputes with Customers in a timely manner and to strictly follow the procedures for handling Disputed Transactions and Chargebacks of which Pay360 by Capita advise from time to time. Pay360 by Capita has the right to suspend the processing of any Transaction or request and instruct the Acquirer to withhold Remittance due to the Merchant of the amount of that Transaction until satisfactory completion of any investigation into the Disputed Transaction.
12.3. If Pay360 by Capita consider in Pay360 by Capita sole discretion that there is a high risk of Chargeback in connection with any Transaction or Transactions or in connection with the Merchant generally, Pay360 by Capita shall notify and instruct the Acquirer, in order that the Acquirer at their sole discretion shall retain funds from any Remittance to cover the potential amount of such Chargeback. If there are insufficient funds available in the Merchant Remittances to adequately cover any Chargebacks, potential Chargebacks or any other potential liability likely to arise in connection with the Merchant Account, the Merchant shall on request provide such additional funds to the Merchant Account as Pay360 by Capita may specify to cover any or all of these sums.
12.4. Pay360 by Capita shall process Refunds only to the extent of the anticipated aggregate value of prospective Remittances based on Transactions actually processed after allowing for actual and prospective Disputed Transactions.
12.5. Any funds held by the Acquirer a specified in clause 11 of these IMA Service Special Conditions Agreement, shall in the event of termination of this Agreement be notified to the Merchant in accordance with the terms set out in clause 11 of these IMA Service Special Conditions.

 

Schedule

Please see details provide on registration or if applicable by email.

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