This document sets out the Terms and conditions that apply when you use your payware ISV partner account to exchange payment transaction information on behalf of a payware Merchant Account. We call it our “Independent Software Vendor Payment Information Exchange Terms” (or just the “Terms” or the “Agreement” in this document).
This Agreement is a “Specific Agreement” as defined in the payware Framework Agreement and is subject to the hierarchy of documents, parties definitions, and general provisions set out therein.
These Terms apply in conjunction with the payware Independent Software Vendor Account Terms. If there is any inconsistency between the payware Independent Software Vendor Account Terms and these Terms, these Terms will apply in respect of the inconsistency.
To use the Services (as defined in Section C.1 of the Framework Agreement), you must have, and continue to have, a payware Business account. If your payware Business account is closed, you will no longer be able to use the Services.
To use the Services, you must also apply to, and be accepted by, us. If we accept your application, we will activate your “Business Account” of ISV Account type, which is used to access the Services.
To apply to use the Services, you must provide us with the Information we request about your business. This might include:
The general onboarding and ongoing review provisions set out in Section C.13 of the Framework Agreement apply to your use of the Services.
We will review all the Information provided by you and the information retrieved about you from time to time and decide about whether to activate (or deactivate) your ISV Account or disable the Services in your account.
You shall only use the Services for exchanging payment transaction information from Merchant Accounts that have granted authorization to you. In this Agreement, these Merchant Accounts shall be referred to as “Customers” and each payment transaction you exchange information for shall be referred to as a “Transaction”. For clarity, “Customer” in this Agreement refers to a Merchant Account holder. In the Payment Information Exchange Services Agreement for Merchant Accounts, the same term refers to end buyers or payers.
You can also only use the Services yourself, and only in your own right, in the course of your business activities. This means that you cannot allow anyone other than you to use the Services and you cannot use the Services to exchange payment transaction information on behalf of anyone else. It also means you cannot use the Services in a personal capacity, outside of your business activities. You are responsible and promise to pay us immediately if we suffer any loss relating to any acts and omissions of anyone who uses your account to access the Services.
In the context of these Terms, your counterparties are your "Customers". In addition to the Framework Agreement's general conduct obligations, when using the Services you must:
Business Fees
For your ISV Account, we will provide the Services to you according to the limits and fees set out on our Fees page (the "Fees"). The Fees shall be considered a part of this Agreement, in addition to any other agreements executed between you and payware. The Fees relate strictly to the subscription plan applicable to your ISV Account. As an ISV acting as a technical facilitator, you are not charged per-transaction fees for the payment information exchange, as these are deducted directly by the participating payment institution from your Customers' (Merchants') accounts. If a custom per-transaction fee has been negotiated for your Customers under an ISV Strategic Partner Addendum or other special agreement, you are solely responsible for ensuring your Customers are informed of and consent to the applicable fee prior to processing Transactions.
It is important to note that payware immediately exchanges payment-related information. However, the actual transfer of funds from the payer's account to the payee's account is handled by the payer's and payee's payment institutions. The timing of the receipt of payments may vary depending on the location of the accounts involved. In the event of a closed-loop transaction, where both the payer and the payee have accounts with the same payment institution, the payment should be received immediately or by the end of the day. If the payer's account is with a different payment institution within the same jurisdiction as the payee, a similar timeframe is expected. However, if the payer's account is with a different payment institution located in a different jurisdiction, the transfer may take longer and may incur additional fees from intermediary payment institutions for cross-jurisdictional transactions.
The payer’s payment institution is the sole authoritative source for the status of any Transaction (the "Authoritative Source"). Pursuant to the provisions of these Terms, payware shall provide prompt notice to you of the unconditional and irrevocable commitment made by the Authoritative Source to effectuate the transfer of funds to the payee’s registered payment account. This notice is a mirror of the information received from the Authoritative Source and is transmitted by payware on an as-received basis without independent verification of the underlying fund position. payware does not at any time hold, control, or have visibility over the funds underlying a Transaction. A "Confirmed" or equivalent status displayed on the payee’s payware business web portal or transmitted to you via API indicates that the Authoritative Source has communicated its commitment to transfer funds - it does not confirm that funds have been credited to the payee’s payment account. The payee’s and your reliance is on the Authoritative Source’s commitment, not on payware.
This notice shall be delivered in the form of a notification displayed on the payee’s payware business web portal in addition to you via API. No acknowledgment of receipt is required from the payee to consider the notice as validly served. However, it is required from you to provide such acknowledgment of receipt via API. Upon first accessing the Transaction status information in the payware business web portal, the payee will be presented with a Transaction Status Disclaimer confirming that they understand and accept that a "Confirmed" status reflects the Authoritative Source’s commitment and not the presence of funds in their account. Upon transmission or making available of such notice by payware via API or the web portal, you acknowledge and agree that payware shall be discharged from any and all liabilities, obligations, or responsibilities arising from the transaction, regardless of whether your systems successfully provide the required acknowledgment. This discharge shall be binding and enforceable under the provisions of these Terms and applicable law. This discharge does not limit payware's liability for its own gross negligence, wilful misconduct, or breach of its obligations under these Terms or the Framework Agreement.
Multi-currency processing
The multi-currency processing provisions set out in Section C.14 of the Framework Agreement apply to your use of the Services.
Refunds
In the context of Account-to-Account (A2A) payments, each Transaction is authenticated by the payer through Strong Customer Authentication (SCA) on their banking application. Once a Transaction is authenticated and executed by the payer's payment institution, it is final and irrevocable. There is no mechanism for the payer to unilaterally reverse or recall a completed payment. The only way for a payer to receive funds back is through a refund issued by the payee.
We are not responsible for, or liable to you, for any Transaction which is later the subject of a refund request or which is otherwise submitted without proper basis. You remain solely responsible for handling refund requests directly with your counterparties and payment institutions.
If a refund is issued through the Services, information about it will be exchanged as a new Transaction. Because of the nature of account-to-account payments, the payee will need to authorize a new transfer of the corresponding amount from their account back to the payer via their payment institution. This will be shown on the payee’s payment institution’s transaction history.
Notwithstanding the finality of authenticated Transactions, a payment institution may, in exceptional circumstances, be required to correct a Transaction where:
Fraud Risk Acknowledgment
payware does not operate any chargeback scheme, fraud recovery mechanism, or buyer protection programme. As an ISV facilitating payment information exchange, you acknowledge these inherent limitations and accept that you must ensure your Customers (Merchants) are fully informed of these risks prior to their use of the Services. You are responsible for including appropriate disclosures in your platform regarding the absence of chargeback and fraud recovery mechanisms.