This document sets out the Terms and conditions that apply when you use your payware partner account to exchange payment transaction information. We call it our “Merchant 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 Merchant Account Terms. If there is any inconsistency between the payware Merchant 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 Merchant 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 Merchant Account or disable the Services in your account.
You can only use the Services to exchange payment transaction information relating to people who purchase your goods or services in the course of your business activities. In these Terms, we call these people "Customers" (i.e., end buyers or payers), and we call each payment transaction you exchange information for a "Transaction". For clarity, in the Payment Information Exchange Services Agreement for ISV Accounts, "Customer" refers to Merchant Account holders, not end buyers.
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:
We call these your “Seller Obligations”.
You must comply with your Seller Obligations at all times when using the payment information exchange service. One of the easier ways to comply with your Seller Obligations is to have a website where you can display the information you need to, and provide contact details for your Customers to contact you.
We realize that some of our payware Merchant customers may not have a website but don’t worry, when you’re applying to use the payment information exchange service, if you don’t have a website, we create a webpage for you with a unique link (a URL) that you can direct your Customers to for payware payment transactions. The webpage will only be discoverable by entering the unique link, and it will not be visible in any search engine.
What will be displayed on your webpage?
When we create your webpage for you, we’ll make sure it shows your name, business contact information, and a description of your payware Merchant business activity. To comply with your Seller Obligations, you need to have a reasonable return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can access it. We’ll display the below text on your webpage for you:
“
Purchases made through this link are subject to the Merchant’s standard return and refund policies in accordance with applicable consumer protection laws. Please contact the Merchant directly for refund eligibility.
“
We are providing you with a webpage accessible through a link so you can receive payment transactions from your Customers but it’s your responsibility to comply with your legal obligations as a seller of goods and services. By accepting these Terms, you acknowledge that the webpage content - including the default return and refund policy shown above - will be published on your behalf, and you are responsible for ensuring it complies with all applicable consumer protection and seller disclosure laws in your jurisdiction. We are not responsible for any non-compliance on your behalf. You can update the wording on your webpage, including the return and refund policy, at any time through the payware business web portal.
Local Law Override. The default return and refund policy text provided above is a baseline for jurisdictions where no specific consumer protection requirements apply. Consumer protection laws vary across jurisdictions in which your Customers may be located, including but not limited to different withdrawal or cooling-off periods, mandatory refund rights, and distance selling regulations. You are solely responsible for ensuring that the return and refund policy displayed on your webpage complies with all applicable consumer protection laws in the jurisdictions of your Customers. Where local law provides for consumer rights that exceed or differ from the default text, the local law shall prevail and you must update your webpage accordingly through the payware business web portal.
Business Fees
For your Merchant account, we will provide the Services to you according to the limits and fees set out on our Fees page (the "Fees"). The Fees form part of these Terms. The Fees include platform service fees for each Transaction's information exchanged through the Services and for other events connected with your Merchant Account plan. Fees are due and payable for Transactions that are successfully processed and confirmed by the relevant payment institution, and are not contingent on any subsequent status changes or refunds.
If you access the Services through an ISV partner who has negotiated custom per-transaction fees under a special agreement, the applicable fees for your Transactions may differ from those shown on the Fees page. Your ISV partner is responsible for informing you of the applicable rates prior to processing Transactions on your behalf.
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 the 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 customer and you have accounts with the same payment institution, the payment should be received immediately or by the end of the day. If the customer's account is with a different payment institution within the same jurisdiction as yours, a similar timeframe is expected. However, if the customer'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 customer's (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 your payware business web portal indicates that the Authoritative Source has communicated its commitment to transfer funds - it does not confirm that funds have been credited to your payment account. payware securely mirrors the bank's payment confirmation to you in real-time; however, the bank remains solely legally responsible for the physical transfer and settlement of your funds.
This notice shall be delivered in the form of a notification displayed on your payware business web portal or transmitted via the API. No acknowledgment of receipt is required from you to consider the notice as validly served. Upon first accessing the Transaction status information in the payware business web portal, you will be presented with a Transaction Status Disclaimer confirming that you understand and accept that a "Confirmed" status reflects the Authoritative Source's commitment and not the presence of funds in your account. You must acknowledge this disclaimer before accessing Transaction status details. 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, including, but not limited to, the receipt of funds by the payee's registered payment account. 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 Customer through Strong Customer Authentication (SCA) on their banking application. Once a Transaction is authenticated and executed by the Customer's payment institution, it is final and irrevocable. There is no mechanism for the Customer to unilaterally reverse or recall a completed payment. The only way for a Customer to receive funds back is through a refund issued by you.
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, you will need to authorize a new transfer of the corresponding amount from your account back to the payer via your payment institution. This will be shown on your 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
You acknowledge and accept that the Services are a technical payment information exchange platform and not a regulated payment service. As such, payware does not operate any chargeback scheme, fraud recovery mechanism, buyer protection programme, or any other form of transaction reversal or reimbursement. There is no mechanism through which payware can reverse, recall, or recover funds once a Transaction has been confirmed by the Authoritative Source. Upon first accessing the Services - whether through the payware business web portal, the API, or webPOS - you will be presented with a Fraud Risk Acknowledgment confirming that you understand and accept these limitations. You must acknowledge this before initiating or receiving Transactions through the Services.
You are responsible for all losses you incur when lost or stolen credentials or accounts are used to purchase products or services from you. We do not protect you against third-party fraud or your own errors in authorizing a payee. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, even if you do not recover the fraudulently purchased product.
List of Special Terms
payware Special Terms - webPOS - Business