FIRST DATA (aka FISERV) TERMS & CONDITIONS
These Terms and Conditions set forth the rights and obligations of, First Data Merchant Solutions Private Limited (“First Data”), Rapyd Holdings Pte Ltd (“Rapyd”) and You (“the Merchant”) (collectively “the Parties”), as they relate to Your use of card acquiring and processing services via the Rapyd Platform.
These Terms and Conditions may be modified by First Data or Rapyd from time to time, and Your continued use of the card acquiring and processing services via the Rapyd Platform will be deemed acceptance of such updated Terms and Conditions.
By processing payments via Rapyd and First Data in Singapore, you acknowledge these Terms and Conditions form part of Your Merchant Agreement with Rapyd.
Rapyd Holdings Pte Ltd. and First Data entered into a Payment Facilitator Agreement (the “PayFac Agreement”), pursuant to which You are required to acknowledge and undertake certain provisions, as set forth in these Terms and Conditions, in order to enable Rapyd to provide You with the card acquiring and processing services as set forth in the Merchant Agreement. All parties mentioned in these Terms and Conditions mutually agree to these provisions and acknowledge they fall part of the Merchant Agreement.
NOW, THEREFORE, the parties hereto agree to the following:
1. In these Terms and Conditions, the following words shall have the following meanings unless the context otherwise requires:
“Applicable Laws” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code of Singapore and any other laws applicable in the context of the Merchant Agreement, including, but not limited to laws relating to anti money laundering and know your customer and sanctions screening, privacy laws, rules, regulations and other requirements made or imposed by the Monetary Authority of Singapore and any anti-bribery law, together with all subordinated regulations.
“Association” means Visa, MasterCard, together with such other card payment system as First Data might be sponsored for by Bank from time to time and in respect of which First Data agrees to provide processing and settlement.
“Association Rules” means the rules, regulations and operating instructions issued by particular Association, as may be varied and updated from time to time.
“Bank” means SCB and any additional or replacement sponsor member notified to Rapyd.
“Card” means all valid and current payment cards approved by First Data and notified to Rapyd in writing from time to time to which this PayFac Agreement applies.
“Cardholder” means an individual, company, firm or other body to whom a Card has been issued at any time and who is authorised to use that Card.
“Cardholder’s Account” means an account in the name of the Cardholder, as identified in the Card number which may be debited or credited by the Issuer in respect of Transactions.
“Chargeback” means a demand by an Issuer or an Association to be repaid a sum of money by First Data in respect of a Transaction which has been previously subject to Settlement and for which First Data have been paid by the relevant Association.
“IPSP” means a commercial entity or person which is:
(i) an internet payment service provider which is able to accept card Transactions on behalf of consumers; and
(ii) registered by First Data with Visa to facilitate Transactions on behalf of Merchant.
“Issuer” means an organisation authorised by an Association to issue Cards and whose name appears on the Card as the issuer of such Card or who enters into a contractual relationship with the Cardholder for the use of the Card.
“Marks” means names, logos, symbols and trademarks.
“Nominated Bank Account” means the account opened by Rapyd into which Rapyd has advised First Data to credit the funds due from and to Rapyd.
“Refund” means where Rapyd agrees to make a refund to the Cardholder’s Card of the whole or part of any sum authorised by a Cardholder to be debited to their Cardholder’s Account.
“Settlement” means the payment of amounts to be reimbursed by First Data to Rapyd or by Rapyd to First Data under the PayFac Agreement.
“Transaction” means an act between the Cardholder and the Merchant that complies with the requirements set forth in the PayFac Agreement regarding the purchase or return of goods and/or services where the Cardholder uses its Card to pay for goods and/or services that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds but which, for the avoidance of doubt, does not include any transactions between a Cardholder and Rapyd.
“Transaction Data” means all data relating to Transactions.
“Transaction Record” means the particulars of a Transaction required from Rapyd by First Data in order to process a Transaction in the form as prescribed by First Data.
2. The parties hereby undertake, agree and acknowledge the following:
- Merchant will not submit for payment, any Transaction that Merchant knows or ought to have known is illegal;
- Rapyd will not accept from the Merchant, any Transaction Rapyd knows or ought to have known is illegal;
- on an ongoing basis, the Merchant must promptly provide Rapyd with the current address of each of its offices, all “doing business as” (DBA) names used by the Merchant, and a complete description of goods sold and services provided to Merchant’s customers;
- the Associations may at any time, immediately and without advance notice, prohibit the Merchant from using any of the scheme Marks for any reason;
- the Associations have the right to enforce any provision of the Association Rules and to prohibit the Merchant and/or Rapyd from engaging in any conduct the Associations deem could injure or could create a risk of injury to the Associations, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Associations confidential information as defined in the Association Rules, or both;
- the Merchant will not take any action that could interfere with or prevent the exercise of this right by the Associations;
- that Rapyd can provide to First Data, and the Merchant agrees that First Data may use, for the purposes of fulfilling First Data’s obligations under the PayFac Agreement or as otherwise required by First Data, any information, whether confidential or otherwise, regarding the Merchant that First Data may, from time to time, request within seven (7) days of First Data making that request of Rapyd;
- the Merchant shall cooperate with Rapyd and First Data in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data;
- to comply with PCI, that the Card schemes require it to comply with PCI and that it shall enable First Data to carry out an audit of Merchant’s systems pursuant to which First Data may request details of the security systems applied by Merchant or may carry out an inspection or audit of Merchant’s systems, including any relevant computer systems. In the event that First Data wishes to carry out an inspection, First Data will give advance notice to Rapyd specifying the date and nature of the inspection; and
- the Merchant will comply with all Applicable Laws.
3. In addition, Merchant acknowledges and agrees that in addition to any other rights or remedies First Data may have against Rapyd and the Merchant, First Data reserves the right to retain or withhold Settlement of any sums due to Rapyd if:
- Rapyd fails to comply with the terms of the PayFac Agreement;
- Merchant fails to comply with the terms of the Merchant Agreement;
- First Data’s suspension rights set forth in the PayFac Agreement; or
- a termination event, as set forth in the PayFac Agreement, has occurred.
4. Notwithstanding anything to the contrary in the Merchant Agreement, Rapyd may terminate the Merchant Agreement immediately if:
- First Data or the Associations request Rapyd to do so;
- First Data terminates the PayFac Agreement for any reason;
- the Associations de-register Rapyd as an IPSP and/or a payment facilitator or if First Data cease to be a member of either scheme for any reason or if First Data fails to have a valid license with either scheme to use any Mark accepted by Merchant; in such circumstances the Merchant Agreement shall automatically terminate;
- the Merchant’s activity is deemed, at Rapyd’s discretion or at the direction of First Data or the Associations, to be fraudulent or otherwise wrongful or in violation of the Association Rules;
- First Data considers the percentage, number or amount of fraudulent Transactions submitted by Merchant or the number of Chargebacks in relation to Rapyd’s business or the business of the Merchant, to be excessive;
- Merchant submits for processing, Transactions on behalf of any third party entity other than that agreed between the parties;
- the Merchant materially alters its website content without Rapyd’s prior written consent or changes its business or alters its business model during the term of theMerchant Agreement or if there is a direct or indirect change of control of the Merchant or any parent company of the Merchant; and
- for six (6) consecutive months the Merchant fails to submit any Transactions or no activity is recorded on the Merchant’s terminal account.
5. Rapyd may require any changes to Merchant’s website or otherwise that Rapyd, or First Data, deem necessary or appropriate to ensure that the Merchant remains in compliance with the Association Rules governing the use of the scheme Marks.
6. In the event of any inconsistency between any provision of the Merchant Agreement and the Association Rules, the Association Rules will take precedence.
7. Merchant acknowledges and agrees:
- to comply with all applicable Card scheme rules, as amended from time to time;
- that the Associations are the sole and exclusive owner of the scheme Marks;
- not to contest the ownership of the scheme Marks for any reason;
- to only submit transactions to Rapyd that are in respect of goods and/or services provided by the Merchant to the Cardholder;
- to ensure that it prominently and unequivocally informs a Cardholder of the identity of the Merchant at all points of interaction, so that the Cardholder can readily distinguish the Merchant from any other third party, such as a supplier of products or services to the Merchant and will ensure that its website: (a) prominently displays the name of the Merchant; (b) prominently identifies the name of the Merchant as displayed on the website as both the Merchant and as the name that will appear on the Cardholder statement; and (c) display the Merchant name and information as prominently as any other information depicted on the website, other than the images of the products or the services being offered, in accordance with the Association Rules.
8. Merchant hereby agrees and undertakes that it shall not:
- undertake Transactions for anything other than the genuine purchase of the goods and/or services that the Merchant supplies;
- impose any minimum or maximum Transaction values;
- discriminate against the use of Cards in any way;
- split a Transaction into two or more Transactions;
- accept Transactions relating to goods and/or services which fall outside the description of a Merchant’s business without First Data’s prior written approval;
- accept a Transaction or present Transaction Data for processing which was not undertaken directly between the Merchant and the Cardholder;
- accept or process Transactions in order to give Cardholders cash unless First Data has specifically given its prior written consent to do so;
- accept any Transaction using any Card issued in Rapyd’s or Merchant’s name, or related to the Nominated Bank Account or of a partner in, or director or other officer of Rapyd’s business or the business of the Merchant, or of the spouse or any member of the immediate family or household of any such person;
- submit Transaction Data which Rapyd or Merchant knows or ought to have known is illegal; or
- Refund Transactions to a Card which was not originally used to make such Transactions, and Merchant must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder’s Account.
9. No Further Change
All remaining provisions of the Merchant Agreement, which are not explicitly stated in these Terms & Conditions shall remain in full force and effect and shall govern these Terms & Conditions mutatis mutandis.
These Terms & Conditions shall be deemed for all intents and purposes as an integral part of the Merchant Agreement.