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Merchant Service Terms – Discovery Miles

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  1. Introduction
  2. Duration
  3. The basic service
  4. Enhanced service
  5. Service fees
  6. Reporting
  7. Deposits & balances
  8. Imposed transaction limits & delays
  9. Prohibited transactions
  10. Disclaimer & limitation of liability
  11. Consequences of suspension & termination
  12. Acknowledgement
  1. INTRODUCTION

    1. Vitality HealthStyle (Pty) Ltd t/a Discovery Vitality (“Discovery”) allows so-called ‘Discovery Miles’ (“Miles”) to be redeemed on the websites of certain merchants with whom it has entered into a contract (“Discovery Contract”) for this purpose. To enable such redemption however, such merchants must sign up with Discovery’s payment gateway operator, being PayU, for its “Discovery Service”, regulated by the terms and conditions set out herein.
    2. By using or subscribing to PayU’s Discovery Service (be it in the form of the Basic Service or the Enhanced Service as defined herein below) (“the Service”), you agree that you have read, understand and are bound by:
      1. these ‘Merchant Service Terms – Discovery’ (“Service Terms”);
      2. the ‘Merchant Service Terms – General’ (“General Terms”);
      3. the provisions of the hardcopy or electronic application form relevant to the Service (“Application Form”); and
      4. any notices which may be published under “Notices” on the Website from time to time.
    3. Your use of the Service indicates your acceptance without modification of these Service Terms, as read with the General Terms and the Application Form which will together constitute a legal agreement (“the Agreement”) between you and PayU.
    4. Unless the context clearly indicates the contrary, any term defined in the General Terms when used herein, shall bear the same meaning as defined in the General Terms. In this regard note that, because the Service enables you to receive payments made to you online, you are a ‘Merchant’ for purposes of this Agreement. To the extent that there is any inconsistency between any provision of the General Terms and these Service Terms, then these Service Terms shall override the General Terms to the extent of the inconsistency.
    5. Note that the Service entails the acquiring and settling of transaction amounts in South African Rand only, so if you wish to have amounts acquired and/or settled in other currencies, you should not subscribe to this Service.
  2. DURATION

    1. As the Service is a service available only to those Merchants who have entered into a Discovery Contract, this Agreement is subject to the condition precedent that you and Discovery enter into such a Discovery Contract and that same becomes unconditional in accordance with its terms (save for any reference therein to this Agreement becoming unconditional).
    2. Subject to 2.1, this Agreement shall commence with effect from the date of activation of the Service by PayU which date shall not be earlier than the requested commencement date set out in your Application Form and shall endure for so long as your Discovery Contract endures, provided that either of us shall be entitled to terminate the Service as provided for in the Agreement.
  3. THE BASIC SERVICE

    1. In terms of your Discovery Contract, you will be referring to Discovery for verification all those users of your Site who wish to make payment for their online purchases using their Miles. Once Discovery has verified a user, PayU will process the payment, deduct Discovery’s commission, and net settle the value of such payment in cash to you, on the terms and conditions set out herein. The aforesaid payment must be made in full using solely Miles, UNLESS PayU has agreed to provide you with its enhanced version of the Service as described in 4 below (“Enhanced Service”) which accommodates payments being made partially with Miles and partially via other payment methods.
    2. Processing your transactions and receiving the Proceeds
      1. By registering for the Service you appoint PayU to process the payment instructions referred to in 3.1 above and to accept the proceeds of those payment instructions (“Proceeds”) on your behalf, subject to the terms and restrictions of this Agreement.
      2. Proceeds will be received into the bank account PayU has with a South African bank. PayU will at all times hold such Proceeds on your behalf, separate from our own funds, and will not use your Proceeds for our own expenses or voluntarily make same available to our creditors. However note the following: (a) the Service is a payment processing service, not a banking service and PayU is not acting as a bank, trustee, fiduciary or escrow in respect of your funds; and (b) your account balance represents an unsecured debt owed by PayU to you, which is at risk in the event of PayU’s insolvency and is not covered by any compensation scheme or any other public or private insurance scheme.
      3. All interest accruing on any Proceeds held by PayU for you from time to time shall accrue for the benefit of PayU, and you shall have no claim whatsoever in relation to such interest amounts.
    3. Amounts due by you which will be deducted from Proceeds
      1. Service Fees: You will be liable for Service Fees as set out in clause 5 below, which you agree will be deducted and withheld from the funds paid out to you from time to time.
      2. Refunds: PayU will endeavour to take reasonable steps to process refunds to your customers, on your request, and may, from time to time, request certain documentation from you in order to do so, including documentation to prove the existence of a sale to your customer, the delivery of a product pursuant to a sale, the cancellation of a sale by your customer and/or a request for a refund by your customer. You are obliged to provide such documentation timeously to PayU in order to facilitate PayU’s processing of refunds to your customers. In the event that PayU is, by reason of your failure to deliver any document so requested or due to any applicable law, regulation, banking practice or other reasonable grounds, unable to process a refund to your customer, you will be responsible for refunding your customer directly.
      3. Discovery Debts: In light of the fact that PayU acts as Discovery’s agent for purposes of collecting amounts due by you under your Discovery Contract (“Your Discovery Debts”), you hereby authorise PayU to deduct such amounts from the Proceeds held by PayU for you under this Agreement from time to time.
    4. Settlement of net Proceeds to you
      1. Proceeds will be paid out to you net of any Service Fees, Tax, fines, refunds, and/or Your Discovery Debts, upon the expiry of such periods of time as may be specified in your Application Form (“Settlement Periods”).
      2. Payment will be made electronically into your bank account as stipulated in your Application Form. PayU will not be held responsible for incorrect banking details being provided by you which may lead to funds held by PayU on your behalf being transferred to the incorrect party. It is your responsibility to ensure the accuracy of the provided banking details.
  4. ENHANCED SERVICE

    1. Applicability of Enhanced Service: This clause 4 only applies to you if PayU has agreed to provide you with its enhanced version of the Service (as may be indicated in your Application Form) (“Enhanced Service”). Furthermore note that even if the Enhanced Service is provided to you, and notwithstanding any other provision of the Agreement, PayU reserves the right to switch you back to the Basic Service at any time forthwith on prior written notice.
    2. Essence of the Enhanced Service: If you are subscribed to this Enhanced Service, Discovery-verified Users will be able to make a payment using both Miles, and a credit card and/or such other alternative payment methods as may be available as part of the Enhanced Service from time to time (each hereinafter referred to as an “Alternative Payment Method” or “APM”). Similarly to the processing of the Miles portion of that payment, PayU will process the portion paid via credit card or APM and receive the proceeds therefrom into its own bank account on your behalf.
    3. It is recorded for clarity that -
      1. The Enhanced Service will thus also be governed by all the provisions of these Service terms, including clause 3 above, mutatis mutandis, but as read with this clause 4 which contains provisions applicable to the Enhanced Service only.
      2. PayU will only process payment via credit card or APM for you, if a certain minimum portion of the relevant transaction value is still paid for using Miles, as may be stipulated in your Discovery Contract.
      3. Although PayU is able to receive payments made via certain APM’s into its acquiring account by virtue of its systems being pre-integrated with the systems of the relevant third party APM service provider (“APM Provider”), you acknowledge and agree that to integrate and activate such APM on your website, you need to have first entered into a contractual relationship of your own with such APM Provider. Consequently, any failures or problems you experience with the APM itself should be taken up directly with the APM Provider in terms of your agreement with APM Provider.
    4. Chargebacks & Reversals:
      1. In the same way that Proceeds are received into PayU’s bank account on your behalf, to the extent that part of the payment was made via credit card, any chargebacks associated with that credit card are similarly deducted from PayU’s bank account and thus paid by PayU on your behalf. Proceeds will thus be settled to you, net not only of the items listed in 3.4.1 above but also net of any such credit card chargebacks and associated administration fees.
      2. It remains your responsibility to contest any such credit card chargebacks. More specifically, although PayU will notify you of any such chargebacks, should you wish to contest any such chargeback, it will be your responsibility to collate the required information and provide same timeously to PayU to enable PayU to submit same to the bank on your behalf.
      3. It is recorded that under credit card association rules, customers are able to chargeback a credit card transactions up to 6 months after that transaction having taken place. Consequently, in order to cater for potential future chargebacks and/or reversals on credit card payments, a certain percentage of Proceeds we receive on your behalf from credit card portion payments, as indicated in your Application Form (“Withheld Portion”), may be withheld for 4 months or such other specific period as may be described in your Application Form (“Holding Period”). During the Holding Period applicable to any specific credit card Proceeds received by PayU, you will not be entitled to, and PayU will not be obliged to, pay you the Withheld Portion of such credit card Proceeds. PayU furthermore reserves the right, forthwith on written notice to you (which for purposes of clarity, includes notice via email), to increase the Withheld Portion and/or Holding Period applicable, under the following circumstances: (a) for specific credit card transactions if PayU deems them suspicious; (b) all your credit card transactions should your transactions carry high reversal or chargeback rates; or (c) all your transactions if they otherwise pose an increased risk of loss to PayU.
      4. If PayU switches you to the Basic Service and/or the Service in its entirety is suspended or terminated, note that chargebacks and reversals relating to credit card portion transactions occurring prior to such switchover, suspension or termination (as the case may be) will still be processed during suspension or after termination or switchover (as the case may be). You will thus be liable for those reversed/charged-back amounts as well as the Service Fees in respect thereof and any related fines or penalties which may be imposed in accordance with this Agreement, notwithstanding the fact that you have moved to the Basic Service or that the Service in its entirety has been suspended or terminated.
      5. If, upon switching you to the Basic Service or termination of the Service entirely for any reason, PayU reasonably anticipates a high level of credit card portion chargebacks or reversals, PayU reserves the right to withhold any or all funds then held on your behalf, for so long as is reasonably necessary for PayU cater to that risk of chargebacks/reversals.
    5. 3D Secure: Note that PayU may process the credit card portion of your transactions via 3D Secure (as defined in the General Terms) where applicable, but that whether or not 3D Secure will be enabled for you at all, or if enabled, whether it will apply to all or only some of your transactions, is something that will be determined by PayU and/or its acquiring bank in its sole discretion.
    6. No Surcharges: Transactions processed via credit card are subject to the relevant credit card scheme rules and regulations which stipulate that merchants may not charge any fees/surcharges to a person solely by reason of that person making payment via credit card (often called a “surcharge”). You thus agree that in using the Enhanced Service you will not impose any fee or surcharge for the acceptance of funds via credit card. It is recorded for the sake of clarity that handling fees charged by you for the sale of your goods or services are not prohibited, provided that the handling fees applicable to certain payment methods are no higher than those applicable to other payment methods.
    7. Warranties required by our Acquirer: You hereby warrant that –
      1. you are not a payment service provider;
      2. you have never had a contract with VISA or MasterCard which was terminated at the direction of VISA, MasterCard, any regulatory authority or court of law; and
      3. if your Visa turnover pursuant to this Agreement exceeds USD100,000 per annum (or as otherwise communicated to you in writing from time to time), you must take all reasonable steps to establish a direct relationship with an acquiring bank in order to process credit card portions, in which case we can still provide you with transaction switching services (known as our ‘Business and Enterprise’ services).
  5. SERVICE FEES

    1. The Service Fees payable by you for the Service are based on when and how you use the Service, as follows:
      1. Fixed Transaction Fee: a fixed fee on each transaction successfully processed;
      2. Refund Fee: a fixed fee on each refund;
      3. Pay-out Fee: a fixed fee per pay-out of funds to you;
      4. Chargeback Fee: a fixed fee on each credit card chargeback IF the Enhanced Service applies to you.
    2. Unless otherwise agreed with you in writing, the specific Service Fees applicable to you are as set out in your Application Form or otherwise as set out on the Website.
    3. Service Fees are due upon the processing of each relevant transaction, chargeback, refund or pay-out, as the case may be and are deducted from any funds we hold for you under this Agreement. In this regard it is recorded for clarity that you remain liable for the Service Fees levied on each transaction successfully processed irrespective of whether such transaction is thereafter reversed, charged back or refunded. In the event that the funds held by PayU on your behalf are insufficient for the deduction of any applicable Service Fees, you remain liable for such Service Fees.
    4. You acknowledge and agree that should your account reflect high levels of chargebacks and/or reversals, or otherwise pose an increased risk of losses for PayU, in the alternative or in addition to increasing the relevant Withheld Portion (as described in clause 4.4.3 above), PayU reserves the right in our sole discretion to increase the Service Fees payable by you, provided that you shall be entitled to terminate the Service on 30 (thirty) days written notice to us should you not be satisfied with the increased Service Fees.
  6. REPORTING

    1. PayU will account to you in writing in respect of each Settlement Period as to the Proceeds collected, credit card chargebacks and/or refunds processed, Service Fees levied, and fines and penalties incurred, during such Settlement Period, notifying you of the net Proceeds payable to you, alternatively, the amount of funds due by you to PayU, as the case may be.
    2. Any amount indicated as being due by you in any such aforesaid account must be paid within 10 working days from the date of such account, failing which, you hereby authorise PayU to deduct such amount from your bank account. To this end, you agree to the debit order authorisation as accommodated within the Application Form.
    3. To the extent that the funds held by PayU on your behalf at any specific time are insufficient to accommodate all Service Fees, Tax, fines, refunds and/or credit card portion chargebacks related to your transactions, you acknowledge that you remain liable to PayU for such amounts.
  7. DEPOSITS & BALANCES

    1. You acknowledge that PayU does not hold a deposit-taking license (a banking license) and cannot hold funds on your behalf which are not the proceeds of payments due to from the sale of goods or services where the payment instructions were processed by PayU on your behalf.
    2. You acknowledge that if PayU holds funds on your behalf which are not the proceeds of payments due to you from the sale of goods or services processed by PayU, that PayU will endeavour to return such funds to the payment maker within a period of 48 hours after those funds were deposited into our bank account.
  8. IMPOSED TRANSACTION LIMITS & DELAYS

    1. PayU reserves the right to -
      1. impose an upper limit on the amount of a single transaction which will be accepted through the Service;
      2. impose certain limits with regards to the flow of funds in the system including, but not limited to, funds received and funds withdrawn. Details of these limits will be available on the Website from time to time; and
      3. freeze or suspend your access to the Service for an indefinite period if there is suspicion of any illegal activity taking place or for any other reason whatsoever.
  9. PROHIBITED TRANSACTIONS

    1. You may not use the Service to –
      1. accept payments for goods or services where payment is not yet due and for which no invoice exists which can be presented to PayU upon request;
      2. accept payment for illegal products or services, including but not limited to materials that infringe the intellectual property rights of third parties;
      3. sell securities, business opportunities, franchises, multi-level marketing, or for the pre-order of goods;
      4. receive payments for any sexually oriented or obscene materials or services;
      5. receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity;
      6. receive payments for airtime, phone cards or PIN, VoIP, SMS credits, WiFi access or subscription or any telecommunication products;
      7. receive payments for any narcotics, controlled substances, steroids or prescription medications;
      8. receive payments for jewellery, precious stones, gems, gold, platinum, silver or minerals;
      9. receive payments for tobacco or liquor; and/or
      10. in respect of or in association with money laundering or any activity that constitutes a crime or contravenes any law.
    2. You agree that the damages that PayU may sustain as a result of the prohibited conduct outlined above may be substantial (especially since those payments are being made into PayU’s own acquiring account), and may include (without limitation) fines and other related expenses from our payment processors and service providers and/or your bank or the issuer of your cards. Consequently, in the event that you engage in such conduct, PayU may recover any losses suffered by PayU as a result of such prohibited conducted (including but not limited to associated legal and administrative costs), which you acknowledge could amount to at least R20 000 or, in the case of having been involved in prohibited gambling activities, R40 000. In addition, you agree that PayU is entitled to deduct any fines or penalties which PayU had to pay, together with such additional liquidated damages as PayU may suffer arising out of such prohibited conduct, directly from any funds held by PayU on your behalf or, if such funds are insufficient, to debit the bank accounts that you have registered with PayU in respect of any of the Services, in the amount of such penalties and/or liquidated damages.
    3. If you use the Service in a manner that violates the Agreement, including but not limited by an act described in the categories described above, your Merchant Account will be subject to limitation or immediate termination, as stated in clause 12.3 and 12.4 of the General Terms.
  10. DISCLAIMER & LIMITATION OF LIABILITY

    1. No Warranties: Without derogating from the disclaimer provisions set out in the General Terms, but subject to your legal rights, the Service is provided to you without any warranty and not subject to any condition, except as may be expressly provided otherwise in the Agreement. More specifically, although we shall use reasonable care and diligence to ensure that the Service is available on a 24 hour per day basis and that requests for electronic debits and credits involving cards and bank accounts are processed in a timely manner, we make no representations or warranties regarding the time it will take to complete processing a transaction. This is because the Service is largely dependent upon many factors beyond our control, including (but not limited to) delays in the banking system or in card networks.
    2. PayU does not warrant that the Service, in particular the monthly subscriptions, debit orders, ongoing monthly billing services, reports on successful and failed transactions, and/or log files, shall be error free, accurate and/or complete. Without limiting the generality of the aforegoing, PayU’s disclaimer of liability includes its liability for any loss or damages incurred by you, your own customer and any bank arising from any transaction executed, or online banking facilities used through use of the Service.
    3. The Service, apart from being subject to these Service Terms as read with the General Terms, shall always be subject to the terms and regulations imposed by PayU’s payment processors, service providers and your bank and the issuers of your cards whose facilities are utilised in order to accept or effect payment by means of the Service. Therefore all fines, penalties or other charges, of whatever nature, imposed by the payment processors and/or service providers and/or banks and/or issuers of cards on PayU in respect of or arising from your use of the Service or your conduct of your Merchant Account will be debited to your account and you hereby authorise PayU to pay such fines, penalties or charges from any credit balance held by PayU on your behalf or, if there is no such credit balance, to recover the monies directly from you by debiting the bank accounts that you have registered in respect of the Services to the value of the fines, penalties or charges. You further indemnify PayU against any claim that may be made by the payment processors, service providers, your bank or the issuer of your cards in respect of or arising from your use of the Service or your conduct of your Merchant Account against PayU for any reason whatsoever.
  11. CONSEQUENCES OF SUSPENSION & TERMINATION

    1. To the extent that your access to the Service is suspended by PayU in accordance with the provisions of the Agreement, you acknowledge that you will forfeit your access to and/or use of the Service, including having funds paid out to you. Such suspension will not detract from any liability you have incurred prior to suspension.
    2. Upon termination of the Service for any reason whatsoever, and without detracting from the provisions of the General Terms, all funds held by PayU on your behalf (nett of any and all amounts which PayU is entitled to deduct and/or withhold under these Service Terms) will be automatically paid out to you forthwith, provided that, should PayU reasonably anticipate a high level of credit card portion chargebacks or reversals (if applicable), or fraud or other illegal activity, PayU reserves the right to withhold any or all funds held on your behalf, for so long as is reasonably necessary for PayU to investigate and ascertain the extent of damages suffered due to your breach (if applicable), or whether any suspected illegal activity was indeed taking place via your Merchant Account and the extent of any harm caused thereby, at which point the amounts so withheld may be applied towards the damage/harm so suffered by PayU
  12. ACKNOWLEDGEMENT

    1. You acknowledge the nature of the Service and accordingly agree that the operation of the Service is known to you and you accept that it is suitable for the purpose it is intended to be used.