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Terms & Conditions :
MERCHANT AGREEMENT
Services
1.1 By this Agreement, Cyberbit agrees to provide Merchant with complete e-payment services available through Cyberbit Payment Gateway. Cyberbit is engaged in the business of providing secure transaction services that enable Internet merchants to accept and process real-time payments for goods and services purchased over the Internet or by phone. The Services provided by Cyberbit include: (i) receiving and processing credit card payment requests from Merchant’s website; (ii) requesting sales authorization from and billing issuing banks; (iii) settling the proceeds from such sales to the Merchant’s bank account; and (iv) such other services as may be agreed upon between Merchant and Cyberbit by separate agreements.
Fees and Charges
2.1 Cyberbit invoices upfront payments of setup and first monthly fees. When the upfront payment is received by Cyberbit and application is sent to the bank.
2.2 Merchant will pay fees to Cyberbit for its services ("Service Charges"). All fees and charges to be paid by Merchant and the amount to be paid are set fourth in the price schedule attached to this agreement (hereafter the “price schedule”).
2.3 All fees and charges imposed by Cyberbit are non refundable once the charges have been deducted or paid according to 2.4
2.4 Cyberbit charges will be automatically Invoiced to Merchant. Merchant shall be responsible to pay the amount due on or before the first day of each month using the payment method specified by Cyberbit. Merchant shall also be responsible for payment of any processing or late fees in connection with Merchant’s payment.
2.5 Cyberbit is entitled to set off any outstanding amount that Merchant at any given time is due to Cyberbit. The outstanding amount will automatically
be invoiced.
2.6 If Merchant fails to timely make any payment due under this Agreement, Merchant shall be liable to pay late fee consisting of a penalty of $40 per occurrence as well as interest at the rate of 2% at the beginning of each month until payment is made.
2.7 Program Sanctions.
A fee of EUR 25,000 is assessed for any incorrectly flagged merchant, per
(merchant respectively) merchant URL. Continuing non-compliance may
result in escalation of fees according to the table below and merchant and
merchant URL revocation.
Uncorrected violation up to three months out of twelve rolling months
Assessed fee per merchant URL defined:
Month 1 EUR 25,000
Month 2 EUR 50,000
Month 3 EUR 100,000
Uncorrected violation four or more months out of twelve rolling months
Merchant considered for global revocation
Payment Terms and Schedule
3.1 Merchant shall be responsible for the payment of the initial fees for the Merchant ID issuance and the integration of the Merchant website into Cyberbit payment gateway system. Such fees are non-refundable once the Merchant has received integration software, integrated into the system, and the Merchant ID has been issued.
Compliance with Visa Regulations
4.1 Merchant must pay certain Visa fees and comply with certain Visa regulations in order to process Credit Sales using Visa Card such as Chargeback Fee and other fees included in the Price Schedule.
4.2 Merchant shall familiarize himself with Cardholder Information Security Program ("CISP") of Visa with respect to protecting a Customer's information on Merchant computer system. Merchant must implement the CISP 12 basic security requirements to protect a Customer's Name, Card number, Card expiration date and other similar information necessary for processing a sales transaction. For further information regarding CISP, please visit http://www.cisptraining.com or contact Cyberbit Customer Service.
Merchant Products, Services and Businesses
5.1 In case of a change in the nature of Merchant business, or any product or service Merchant offers for sale, Merchant must enter into a new and separate Agreement with Cyberbit. Cyberbit may decline to enter into such an agreement at its sole discretion.
6.2 Merchant is not authorized to use Cyberbit's name or logo on Merchant website and in Merchant marketing materials unless Merchant has first obtained Cyberbit's written permission to do so,. Such permission may be denied at the sole discretion of Cyberbit.
6.3 Merchants are prohibited from offering any of the following products, services or businesses using Cyberbit services:
1. Illegal drugs;
2. Drug paraphernalia;
3. Firearms, swords or any other such product that could be used as a weapon;
4. Hazardous materials;
5. Chemicals;
6. Child pornography;
7. Any other illegal or dangerous product or service;
8. Any other product, which infringes upon another person's copyrights, trademark rights, design rights, patent rights, confidentiality rights, model utility rights or other intellectual property rights;
9. Any other product, service or business as may be specified by Cyberbit from time to time.
6.4 Cyberbit reserves the right to change, modify, delete or add any other items to the list of products, services, businesses specified in Section 5.3 at its sole discretion.
Cancellation of a Purchase Request
7.1 Merchant must clearly and conspicuously display on the Merchant’s website and in other marketing materials the procedure for returning or exchanging the Product, allow its customers minimum fifteen (15) days from the date of the receipt of the Product to return or exchange the Product and specify the circumstances under which Merchant will not accept return or exchange of the Product. Merchant must also clearly and conspicuously display on Merchant website and in other marketing materials if a customer is obligating himself/herself to buy Merchant product/service on a reoccurring basis. For the purpose of this Section, "reoccurring basis" means more than once.
Management of the Password
8.1 Merchant must take precautions to ensure that the password issued to Merchant by Cyberbit is kept in adequate security. Such precautions must include regularly changing of the password and limitations to the number of employees and other persons with access to the password. Cyberbit shall not be responsible in any manner for any damages or unauthorized use of Merchant password by anyone, and unauthorized use of the password or suspicion of such shall immediately be reported to Cyberbit.
Notification of Change of Information
9.1 In case there is a change in Merchant trading name, controlling interest of Merchant, representative, website URL, contact information, designated bank account, or other such information, Merchant must promptly notify Cyberbit in writing.
Payment of Taxes
10.1 Merchant shall be solely responsible for payment of any duties and taxes, including VAT that may be assessed on the services provided by Cyberbit under this Agreement, including personal property taxes, sales and use taxes, and excise taxes.
Confidentiality
11.1 Merchant agree that neither Merchant, nor any of Merchant’s employees or affiliates, will divulge or disclose and shall hold in strict confidence any and all proprietary information with respect to Cyberbit's business, including but not limited to processing software design, processing platforms or gateways, Merchant lists, reports, operating procedures, compensation reports or schedules, pricing models, product information, Price Schedules, rate structure, personnel, training and sales support materials of which Merchant acquires knowledge during the term of this Agreement, whether in written or oral form (the "Information"). Without prior written consent, Merchant agrees not to use the Information for any purpose other than for the performance of Merchant’s obligations under this Agreement. The foregoing restrictions with respect to the Information shall not apply to any Information that (a) is now or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, in violation of the terms hereof, (b) was available to Merchant on a non-confidential basis prior to its disclosure, or (c) is disclosed pursuant to any legal requirement or in connection with any legal process.
Indemnity and Liabilities
12.1 Merchant shall be solely responsible for all aspects of Merchant business, products and services Merchant offers and Merchant advertisements and promotion of Merchant products and services.
12.2 Merchant agrees to indemnify and hold Cyberbit, its agents, employees, directors, officers harmless from and against all liabilities, losses, claims, penalties costs, expenses (including Cyberbit' attorney's fees), or damages (hereinafter "Liabilities") however caused by reason of (a) any and all of Merchant’s acts or omissions of any agents or employees retained by Merchant which in any manner, directly or indirectly, relate to Merchant’s performance of Merchant’s obligations under this Agreement, or (b) any Liabilities incurred by Cyberbit to an issuing
bank.
12.3 In no event shall Cyberbit be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or loss of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including duty of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) to Merchant or any customer arising out of or in any way related to services provided by Cyberbit under this agreement.
Disclaimer of all Warranties
13.1 While Cyberbit will utilize its best efforts to maintain acceptable performance of the service, it makes absolutely no warranties whatsoever, expressed or implied, including warranty of Merchant’s ability or fitness for a particular purpose.
Term and Termination
14.1 The term of this Agreement shall be for one (1) year and
automatically renew on each anniversary of the Agreement, unless written notice of intent not to renew is given
by either party not less than sixty (60) days prior to the end of any term. This Agreement may be terminated by
either party with or without cause, by giving sixty (60) days written notice to the end of a term. By
termination of an account for any reason, Cyberbit A/S will hold the remaining funds for a period of minimum 6
month in length, to protect Cyberbit A/S from potential loss.
14.2 In addition to any other provisions specified herein, Cyberbit shall have the right to immediately terminate this Agreement in any of the following circumstances: (a) material breach of this Agreement by Merchant; (b) any act of fraud or dishonesty on Merchant’s part in connection with the entering into or performance of this Agreement; (c) Merchant becoming the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation; (d) if Merchant ceases to be in business, (e) Merchant’s failure to correct the condition, which resulted in suspension of Merchant service under this Agreement, (g) in case of change in the nature of Merchant business or product or services Merchant offers for sale, (h) if Cyberbit freezes Merchants funds on the base of section 6.5, or (i) any other event which makes it difficult for Cyberbit to provide service under this Agreement.
Limitation or Suspension of Service
15.1 Cyberbit may suspend or limit its services in any of the following situations: (a) unavoidable maintenance or construction problem with Cyberbit's electronic communication equipment, (b) any other technical problem with Cyberbit's electric communication equipment or network, (c) termination or suspension of service by any of Cyberbit's service providers, partners or vendors or (d) any other unavoidable reason.
15.2 To the extent possible, Cyberbit shall use its best efforts to give Merchant prior notice before suspending or limiting service for circumstances specified in Section 14.1. Cyberbit shall have no responsibility for providing such advance notice in emergency or unavoidable situations.
Force Majeure
16.1 Neither party hereto shall be liable to the other party for any failure or delay in performance due to Force Majeure or other circumstances beyond its reasonable control including, but not limited to Acts of God, accidents, war, mobilization, fire, strikes or lock-outs, attacks by virus or hackers operating trouble or failure on the Internet notwithstanding the course, accidents, death, injury or illness of key personnel, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. The Force Majeure includes such acts as stated in this article should the state of Force Majeure affect a subcontractor/supplier.
Assignments
17.1 Merchant shall not assign, delegate, subcontract, license, franchise or in any manner attempt to extend to any third party, this Agreement or any right or obligation under this Agreement without first obtaining prior written consent of Cyberbit, which consent shall be given at the sole discretion of Cyberbit.
Entirety of the Agreement
18.1 This Agreement, together with any exhibits, supplements, addenda, amendments, modifications or attachments, comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Each party acknowledges that no representations, inducements, promises, warranties or Agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this Agreement.
18.2 In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity and enforceability of any other portion shall not be affected.
Changes to this Agreement
19.1 Cyberbit can change this Agreement at any time by adding, deleting, or modifying any provision. Cyberbit will notify Merchant of any such changes by sending Merchant a specimen of the changed Agreement, or making a specimen of the changed agreement available upon Cyberbit' website. If Merchant does not accept the changes, this Agreement shall automatically terminate as of the date Cyberbit receives Merchant’s written notification. If Merchant does not notify Cyberbit within 15 days of the notification of the changes, Merchant will be deemed to accept all changes in the Agreement.
19.2 Otherwise, this Agreement may not be modified except by the written consent of both parties. Such consent must be signed by the individuals signing the original agreement.
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