Financial MPSA Template

Financial MPSA Template

Parties

This Master Payment Services Agreement (Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Service Provider operates payment processing, settlement and related financial services; and

WHEREAS, Client desires to engage Service Provider to provide such services on the terms and conditions set forth in this Agreement.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below: "Chargeback" means a disputed transaction reversal; "Settlement" means transfer of net funds to Client's designated account; "Services" means payment acceptance, transaction routing, reporting and related services provided by Provider.

Services

Service Provider shall provide payment processing, transaction clearing, settlement and merchant reporting in accordance with applicable card brand and network rules and this Agreement. Provider will use commercially reasonable efforts to maintain transaction uptime consistent with industry standards.

Fees and Settlement

Client shall pay fees as set forth in the Fee Schedule. Provider shall settle net funds to Client's designated account subject to holds, reserves and chargebacks permitted under this Agreement.

Fee Schedule

Payment terms: Provider will invoice or debit fees according to the schedule above. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Provider may set reserves or offset amounts for potential Chargebacks, refunds, fraud or unpaid fees.

Reporting, Audit and Records

Provider will supply electronic transaction and settlement reports. Client agrees to maintain accurate transaction records for at least three (3) years and to permit Provider or its authorized agents to audit records upon reasonable notice and during normal business hours to verify compliance and fees.

Taxes and Governmental Assessments

All taxes, assessments, fines or similar governmental charges imposed on transactions or services shall be paid by the party legally responsible under applicable law. Provider may pass through assessments or network fees to Client as described in the Fee Schedule.

Confidentiality and Data Security

Each party shall protect Confidential Information of the other and shall not disclose it except as required by law. Client acknowledges responsibility for handling cardholder data in accordance with applicable data security standards. Provider shall implement commercially reasonable technical and organizational measures.

Representations, Warranties and Compliance

Each party represents that it has full authority to enter this Agreement and will comply with applicable laws, rules and card network obligations. Client represents that it will not process prohibited goods or services and will comply with anti-money laundering laws and sanction programs.

Indemnification and Liability

Each party shall indemnify the other for claims arising from its breach, negligence or willful misconduct. Provider's aggregate liability for direct damages shall be limited to the greater of fees paid in the prior twelve (12) months or ten thousand dollars (USD 10,000), except for liability resulting from willful misconduct or gross negligence.

Term and Termination

The initial term shall be and shall automatically renew for successive terms unless terminated in accordance with this Agreement. Either party may terminate for material breach if uncured after days' written notice.

Default and Remedies

Upon Client insolvency or material breach, Provider may suspend Services, withhold settlements and set off amounts for Chargebacks, losses and fees. Remedies are cumulative and in addition to rights at law or equity.

Notices

Notices shall be given in writing to the contact details provided and shall be effective upon delivery by hand, courier, email with confirmation, or three (3) business days after deposit with certified mail.

Miscellaneous

This Agreement constitutes the entire understanding and supersedes prior agreements relating to the subject matter. Neither party may assign without the other's prior written consent, except to an affiliate or in connection with a sale of substantially all assets.

Accepted Payment Methods and Policies

Accepted payment methods (select all that apply):

Chargeback and dispute handling: Client shall respond to chargeback claims within the timeframes required by the payment networks. Provider may recover chargeback amounts, associated fees and costs from Client.

Execution and Certification

The undersigned authorized representatives certify they are duly authorized to execute this Agreement on behalf of their respective parties and that they accept the terms and conditions contained herein.

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