Merchant Terms and Conditions

MERCHANT TERMS AND CONDITIONS

Merchant Name:    Merchant Address:

Service Provider Name:    Service Provider Address:

WHEREAS

WHEREAS, Merchant operates an e-commerce, retail or payments-related business and requires certain merchant services and/or technology solutions; and

WHEREAS, Service Provider is engaged in providing payment processing, gateway services, transaction reporting, or related merchant services and represents it has the capacity and expertise to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the merchant services and deliverables described below. Services shall include, but are not limited to, payment routing, transaction settlement, reporting, dispute handling, and technical integration support. Specific tasks, milestones, and deliverables are described in the Scope of Work field and shall form part of this Agreement.

2. PAYMENT TERMS

Fees for services rendered under this Agreement shall be paid in accordance with the schedule and amounts set forth below. Merchant shall pay all fees due without setoff or deduction.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed, Merchant shall remit payment within days of invoice receipt.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law, and Merchant shall be responsible for all collection costs, including reasonable attorneys’ fees.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Effective Date:    End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of breach, insolvency, or unlawful conduct.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public business, technical, and financial information ("Confidential Information") disclosed by the other party (the "Disclosing Party"). Confidential Information excludes information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law or court order (provided the Receiving Party provides prompt notice to allow the Disclosing Party to seek protective measures).

The obligations under this Section shall survive termination of this Agreement for a period of unless otherwise required by law.

5. INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s breach of this Agreement, negligence, willful misconduct, or violation of law in the performance of its obligations hereunder.

Except for liability arising from (i) willful misconduct or gross negligence, (ii) breach of confidentiality, or (iii) indemnification obligations, neither party’s aggregate liability for direct damages under this Agreement shall exceed the total fees paid or payable by Merchant to Service Provider under this Agreement during the preceding twelve (12) months.

6. COMPLIANCE; DATA SECURITY

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and payment card industry requirements where applicable. Service Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards to protect payment data and other Confidential Information.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to enforce any right shall not constitute a waiver of that right. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

Sign Now