Payment Service Terms and Conditions for Surfpay App

Last updated and valid from 2023-05-04

Definitions

1. Background

These Payment Service Terms, including the terms, policies, guidelines and instructions referred to herein and the General Terms governing your access to our services constitute a legally binding agreement between Surfboard Payments AB, Torsgatan 30, 113 21 Stockholm, a Swedish payment institution under the supervision of the Swedish Financial Supervisory Authority “Finansinspektionen” and you, the sole trader, limited liability company or other legal entity that has created an account with us, which governs your access to and use of our Payment Service. 

By completing the Onboarding, you agree to, and agree to maintain, these Payment Terms, you acknowledge that you have read, understood and agree to be bound by these Payment Terms. If you do not agree to these Payment Service Terms (or if you are not authorized to enter into binding legal agreements for the legal entity you represent), you are not entitled to access or use the Payment Service.

Definitions used in these Payment Service Terms shall be given the same meaning as set forth in the General Terms, unless defined herein.

As a payment institution, we handle redemption of card transactions and, in order to be able to do this, we have entered into agreements with Acquirers, such as Bambora AB, for the provision of the Payment Service. 

It is important that you are aware of the risks and responsibilities associated with using the Payment Services and you should read these Payment Services Terms, the General Terms and any Additional Terms carefully before agreeing to them and before you start using the Services.

If you have any questions or concerns regarding the content of these General Terms or any Additional Terms or would like to gain a better understanding of how the Services work, do not hesitate to contact us.

2.Registration and Onboarding

To access and use the Payment Service, you must create a Surfpay account, as described in chapter 3 of the General Terms.

To use the Payment Services, you must also complete the Onboarding as described in this chapter . The Payment Services are only available to sole proprietorships, limited companies and other legal entities that run businesses that sell goods and services and are not provided to individuals for personal, family or household purposes. You can only create one Surfpay account unless we agree to create additional Surfpay accounts.

You may only be onboarded as a sole proprietorship, limited liability company or other legal entity accepted by us. In the event that you create a Surfpay account as a sole proprietorship, you warrant to us that you will not act on behalf of another or for the benefit of another. In the event that you create a Surfpay account as a corporation or other legal entity, you warrant to us that you are authorized to create a Surfpay account in the name of such corporation or other legal entity.

All references to Merchant or corresponding terms from Definitions, shall refer to you, the individual, as well as such corporation or other legal entity. You further guarantee that: a) you as a limited liability company or another legal entity is authorized to conduct business in the Territory, b) you will only use the Services for business and professional activities in the Territory; c) you will not, either directly or indirectly, use the Services in or to any country outside the Territory unless specifically agreed with us, and d) you, as a private individual, are at least 18 years old and have the full legal capacity through which you can accept these Terms and Conditions and use of the Service as described by us.

You will need to provide an email address, password and either Electronic Identification or a copy of a valid physical identity document such as a passport, to access your Surfpay Account and Services. You may also, on an ongoing basis, be required to provide certain information about you and your business, including your name, company name, registered address, other business names, business address, business description and a complete description of your products and services and, where applicable, information about the beneficial owner. You must provide accurate and complete information when creating your Surfpay Account. You must ensure that all information you provide is and remains accurate, complete and current. You must notify us of any changes and update the information associated with your Surfpay Account in accordance with such changes without undue delay.

You understand that we may contact and share information about you and your Surfpay Account with our Acquirers, Card Networks as well as partners consisting of banks and financial institutions. This includes the right to share information about you and your transactions for regulatory and compliance purposes, for use in connection with the management and maintenance of our Services, for the purpose of creating and updating customer registers over you and for carrying out monitoring and risk management processes. For more information on how we handle your personal information, please see our Privacy Policy or Chapter 24.

We reserve the right to suspend your access to and use of the Services and to terminate and close your Surfpay Account in the event that you provide incorrect, false or incomplete information or if you do not meet all the conditions for account registration. In the event that you do not fulfil these commitments and conditions, you also accept that we have the right to suspend the provision of other services to you provided by the Surfboard Group.

3. Our Role

The Payment Service will enable you to accept and process payments from your customers (i) by Card or their smartphone, tablet or other compatible mobile device enabling them to make contactless smartphone/device transactions, through the use of the Surfpay App installed on a compatible mobile device of yours.

In providing the Payment Service, we will facilitate the processing of payment transactions carried out through the use of the Payment Service on your behalf, and the funds we receive on your behalf will be Settled (less our Fees, Chargebacks, reversals, claims and other funds owed to us or another company within the Surfboard Payments Group) and deposited into your designated bank account (as specified during Onboarding).

You authorize and instruct us to receive, hold and disburse funds in accordance with these Payment Terms on your behalf. This authorization and instruction will remain in full force and effect until your Surfpay Account is closed or terminated.

4. Fees

By accepting these Payment Service Terms, you accept and request that we charge the Fees (as a mixed service fee for merchants) determined and calculated by us in accordance with the price list on our website.

Fees are calculated at the time a payment transaction is processed and deducted from the funds received by us and deposited in your Bank Account.

The payment service is exempt from VAT. We reserve the right to adjust our Fees at any time (with 30 days prior notice) in accordance with chapter 27 of our General Terms.

5.Payment Methods and Currency Support

Surfboard Payments will support the payment methods and currencies as specified in these Payment Service Terms and on our website. Surfboard Payments may decide at its reasonable discretion to stop supporting a particular payment method or make future support conditional on the acceptance by Merchant of additional conditions or fees. Surfboard Payments will give at least 1 month written notice of any discontinued or changed support of any payment method, unless this is not reasonably possible given the cause for this decision. Surfboard Payments will use its reasonable endeavours to offer an alternative for any discontinued payment method to the Merchant.

The Merchant understands that Acquirers or Scheme Owners might cancel certain payment methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Surfboard Payments may be forced to block Merchant from further use of a payment method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Surfboard Payments will make reasonable efforts to offer an alternative for any discontinued payment method to the Merchant.

6. Fraud Control

All transactions processed by Surfboard Payments will be screened by the company’s fraud control tool, which performs a number of checks on the transactions and attaches a resulting score to each transaction, which represents the likelihood of the transaction being fraudulent. Merchant must configure the values for the nature and scale of their business via the settings in the Surfpay App to determine how the fraud control will judge transactions.

The fraud control tool does not guarantee the prevention of fraudulent transactions, nor against resulting Chargebacks or fines. Regardless of the resulting total score, transactions may be fraudulent or non-fraudulent.

Surfboard Payments reserves the right to change the values for the nature and scale of business for the Merchant in the fraud control tool in case Surfboard Payments at its reasonable discretion on the basis of clear and objective indications judges these to pose an unacceptable risk for accepting fraudulent transactions or increased Chargeback levels (Surfboard Payments is not under any obligation to check these or any other settings made by Merchant in the Surfpay App). Furthermore, Surfboard Payments has the right to add new checks to the fraud control tool or change existing checks without prior notice.

For some payment methods, transactions may be cancelled by the Merchant after they have been authorized. The final responsibility for accepting or rejecting a transaction will remain with the Merchant. Surfboard Payments reserves the right to cancel transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the fraud control tool failed to block the transaction.

7. Settlements

Subject to the deposit being at the applicable deposit level, funds from the account holders charged for the validly processed transactions of the Merchant which are acquired via Surfboard Payments are paid by the Acquirer or Scheme Owner to Surfboard Payments, who will subsequently Settle received funds to the Merchant.

Surfboard Payments is only obliged to provide settlement of transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is the Merchant's responsibility to evaluate if the conditions imposed by the payment methods for settlement (as communicated from time to time via the customer area and/or by the Scheme Owners themselves via their websites and other communication channels to the merchant) are acceptable to the Merchant. This is specifically relevant for the Merchant to take into account with respect to payment methods that are not monitored and regulated by governmental financial services authorities such as but not limited to non-Card Scheme related prepaid cards and SMS and IVR payments. Merchant understands and agrees that Surfboard Payments will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner due to which Merchant receives late settlement or no settlement at all for processed transactions.

Surfboard Payments reserves the right to withhold settlement of transactions if they are captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Surfboard Payments and/or the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. The Merchant will give its full cooperation to any such investigation.

No interest will be due over amounts held by Surfboard Payments prior to settlement of such funds to the Merchant, except in case settlement is delayed for more than 30 days due to the intent or gross negligence of Surfboard Payments. In such case interest will be due by Surfboard Payments over the late settled amount at the rate of the 3-month EURIBOR +2%.

Surfboard Payments may not sell or pledge receivables on or via the Scheme Owners resulting from transactions processed for a Merchant.

8. Transaction Currency Conversion

If the currency in a transaction (“Transaction Currency”) is different from the currency in which we settle your funds (“Settlement Currency”), the Transaction Currency will be converted to the Settlement Currency before funds are paid out to your bank account. The conversion rate will be based on the Skandinaviska Enskilda Banken AB (“SEB”) Avista Buy Rates set on business days at CET 10:00 am (the “Conversion Rates”) and provided under the following link https://seb.se/bors-och-finans/valutor/valutakurser-avistakurser. The Conversion Rates will apply for 24 hours from the cut-off time. The default cut-off time is 23.59.

Transaction currency conversion must be activated by us before applying to your transactions. If you wish to activate Transaction Currency Conversion, you need to contact us.

9. Card Scheme Rules and Payment Service Terms

The payment service is subject to the Card Scheme Rules. The Card Scheme Rules, to the extent they apply to Merchants, form part of your agreement with us. 

You confirm and agree that you must comply with the Card Scheme Rules and that the Card Scheme Rules take precedence over these Payment Service Terms in relation to the relevant payment method and that in the event of a conflict between a provision of these Payment Service Terms and the Card Scheme Rules / the following interpretative orders apply: (i) the Card Scheme Rules, (ii) the Payment Service Terms.

We may add, remove and update specific payment methods at any time and the Card Scheme Rules may also be changed from time to time in accordance with relevant terms. A change can be made unilaterally by us, but we will try to inform you in advance. Your continued use of a specific payment method means that you accept such additions, deletions and changes. 

We reserve the right to change these Payment Service Terms in accordance with chapter 26 of the General Terms, or at short notice if required by the Card Schemes or third-party payment service provider, as necessary to comply with the Card Scheme Rules or otherwise handle changes in the Payment Service.

10. Your Guarantees

In addition to other guarantees provided in the General Terms and any Additional Terms, you agree by accepting these Payment Services Terms that you will use our Services only in connection with such activities which you have provided to us in writing, and which have been explicitly approved by us. 

11. Restrictions and Limitations

You may only use the Payment Service for payment of those products and services which you registered for when entering into the Merchant Agreement with Surfboard Payments. You must ask prior written approval for any change or addition to the products and services prior to submitting payment requests therefor.

By accepting these Payment Service Terms, you also confirm that you will not use the Payment Service to accept payments in connection with the following activities without our express written consent, an approval which we have the right, at our own discretion, to contain or revoke, in those cases we believe that this poses a risk to our business and / or our reputation. Please see prohibited sectors on our webpage for an updated list.

In addition to any other obligations, requirements, restrictions or limitations set out in these Payment Terms, you agree that you will not: a) apply a price threshold for accepting a Card, b) apply a higher price or additional fees for the use of a Card in connection with a transaction, unless permitted to do so under any laws, rules and regulations of your specific jurisdiction, c) utilize any credit available on any Card to provide cash advances to customers, d) in relation to in-store transactions, carry out transactions in territories other than Sweden and in currencies other than SEK, e) discriminate between Cards for any reason, unless permitted to do so under any laws, rules and regulations of your specific jurisdiction, f) submit any transaction for processing that does not arise from your sale of products or services to your customer, i.e. you may not submit any transaction for processing which is originating from sales or activities offered by other parties, g) submit any transaction for processing that you know or should have known to be fraudulent or not authorized by the customer, h) act as a payment intermediary or aggregator or otherwise resell the Payment Service, i) submit for processing any transaction representing the refinancing of an existing obligation of a customer, j) require any customer to waive its right to dispute a transaction, k) require any customer to disclose his/her PIN at any point during a Card transaction, l) where a customer uses a chip and PIN Card, print data referencing any customer's PIN on any receipt, or m) process one purchase of goods and/or services as several payment transactions.

You may not use the Payment Service to perform Card transactions with your own Cards or any Cards issued in your name.

You may not in any way refer to us, our Acquirers or the Card Schemes so that it appears that we or they have approved your products and / or services.

The use of the Payment Service is subject to certain restrictions regarding daily Card transaction volume, which is stated on our Website.

12. Warning – fines

For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant fines, ranging from 25 000 Euro to over 1 million Euro. The Scheme Owners do this to protect the account holders, Merchants, and providers of the payment methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to fines: (i) using the payment method for other Merchant products and services than for which the Merchant received express authorization to use it for, (ii) using the payment method for Merchant products and services which are violating applicable laws, (iii) using the payment method for selling Merchant product and services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, drugs, arms, gambling), (iv) using the payment method for the benefit of a third party / reselling the use of the payment method to a third party (the authorization for Merchant to use a payment method is strictly personal); (v) percentage of transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level, (vi) breaches of security and confidentiality obligations with respect to payment details, (vii) fraudulent, misleading activities of which account holders are the victim.

Where Surfboard Payments becomes aware of and/or received any notice of a potential exposure to a fine related to any Merchant behaviour, Merchant will of first request provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Surfboard Payments in such situation as per the Payment Service Terms. Where possible Surfboard Payments will share relevant feedback received by the Merchant with the Acquirer or Scheme Owner handling the potential fine so it can be taken into consideration by the Acquirer or Scheme Owner. If fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Acquirer to Surfboard Payments as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and hold Surfboard Payments harmless from any fines applied by the Scheme Owners as a result of Merchant’s breach of the terms of these Payment Service Terms and/or the Scheme Rules.

13. Errors and unauthorized or illegal use

We will assume that you are the sender of all transactions and other instructions to us when they are sent using your Account Information. You must notify us immediately through our Website or by contacting our customer service via support@surfpayapp.com if you discover or have reason to believe that there has been an error or unauthorized or illegal use of your Surfpay account and, if possible, change Account Information to prevent further errors and / or unauthorized or illegal use. You must provide us with all information and documentation in your possession regarding the circumstances regarding such error and / or such unauthorized or illegal use of your Surfpay account and take all reasonable steps requested by us to assist in our investigation.

14. Accepted cards

The payment service can be used to receive card transactions with most credit, debit and other types of Cards, bearing the trademarks of the Card Schemes as further specified on our Website. We may remove or add Cards that we accept at any time without prior notice to you. We will only process Card transactions that have been approved by the applicable Card Scheme or Card Issuer, as the case may be.

You are aware that you are solely responsible for verifying the identity of your customers and that each presented Card is valid to use to purchase your products and services and for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback as further regulated in chapter 23.

15. Customer reports

Customer reports provide an overview of (i) the transaction and their status including payout information (ii) an overview of the transaction fees and other fees and (iii) where relevant the remaining amount due or credit to the Merchant.

16. Taxes

In addition to what is stated in chapter 12 of our General Terms, you agree that we may from time to time be required to report your name, address and information regarding Card transactions processed by us on your behalf through your use of the Payment Service to the tax authorities.

17. Processing of payment transactions

You undertake to follow any instructions that we provide to you regarding the approval and authorization of payment transactions, including those available on our Website. You undertake to ensure that all your employees and other competent representatives who handle payment transactions on your behalf are informed in advance of the content of these Payment Service Terms and that they have received the necessary training to meet the requirements of these Payment Service Terms.

You are required to provide customers with a receipt in case they request one. Customers can receive a digital slip by e-mail or SMS. The digital slip will show transaction information such as transaction amount, date, Merchant name and payment method. However, the digital slip does not constitute a receipt under applicable regulation. It is therefore your responsibility to inform your customers if you will use the Surfpay App to send them a digital slip via email or SMS before doing so. 

You agree that you will not provide any false or misleading descriptions of any payment transaction that you perform through the Payment Service and that the descriptions made regarding a specific transaction will provide an accurate and true description of the products and / or services purchased.

We reserve the right not to approve and process a payment transaction that you perform through the Payment Service that we believe may violate the General Terms, these Payment Terms or applicable laws, rules or regulations or may subject you or us to harm, including but not limited to fraud or other criminal acts. You authorize us to share information about you, your transactions and your use of the Payment Service with law enforcement agencies if we reasonably suspect that your Surfpay Account has been used for unauthorized, illegal or criminal purposes.

18. Processing card transactions

You can use the Payment Service to process contactless transactions (ie transactions carried out using the contactless induction technology in a compatible mobile device that supports contactless transactions (SCRP needed in case of iPhone) through Cards or transactions with a smartphone or other device using near field communication, and when PIN is required it will be entered on screen of Merchant device. You do not have the right to process contactless transactions to a value that exceeds the amount limit set by an Acquirer, Card Scheme and / or by us for such transactions from time to time as stated on our Website.

19. Refunds and returns

You must submit all requests for refunds and adjustments for the return of your products or services through the Payment Service to the customer's Card in accordance with the terms of these Payment Service Terms and applicable Card Scheme Rules. You undertake to: a) maintain a fair return, cancellation and adjustment policy, b) make your return or cancellation policy available to customers at the time of purchase, c) not make cash Refunds to a customer in connection with a payment transaction, unless otherwise required by law, and d) not accept cash or any other item of value to prepare a Refund than the exact payment method or card used for the original transaction.

Full Refund must be made to the exact original transaction amount including tax and administration costs. Repayments handled through the Payment Service must be completed within 30 days of the original transaction. For approved Refunds, we will deduct the Refund amount (including applicable fees) from funds we owe you for processing other transactions, i.e. funds received but not yet deposited in your Client Account. If these funds are not sufficient, you undertake to immediately pay at our request all the funds you owe us.

20. Transaction information

You can access your transaction information by logging in to your Surfpay Account. You also have access to reports that you can download. The transaction information will show all Fees debited and the amounts paid out to your bank account during the relevant period, as well as information on card spending (if applicable).

We will provide you with information regarding payment transactions with a reference that allows you to identify a transaction, the transaction amount in the currency in which funds are paid out to your bank account and the amount of the Fee for the transaction. By accepting these Payment Terms, you request and agree that we may compile this information according to brand, application, category of payment instrument and percentage of the brokerage fees applied to the transaction, as applicable, and that we may provide this information regularly, at least once a month, through your Surfpay Account in a format that allows you to store and recreate the information unchanged.

21. Reserve amount

We reserve the right to designate a Reserve Amount that you must maintain in your Bank account and / or accumulate such a reserve on your behalf, to ensure that you fulfil your payment obligations under these Payment Terms or any other requirement that we may deem necessary to protect against risks in relation to our commercial relationship with you. We may demand and / or hold a Reserve Amount for several reasons, including in the event that you have a high degree of Chargebacks, Refunds or other indications of performance problems related to your use of the Payment Service.

The reserve amount shall serve as security to cover expected Chargebacks, Refunds and / or unfulfilled products or services or credit risks based on your transaction history, and we will have the right to collect and deduct such amounts as you owe us under these Payment Service Terms from the Reserve Amount. You agree and instruct us to, without notice in advance, make withdrawals from and debit the Reserve Amount to collect and make deductions for amounts that you owe us under these Payment Service Terms.

22. Chargebacks

Your receipt of a Settlement and/or Authorization confirmation does not unconditionally entitle you to receive Settlement of the transaction amount or to keep the Settled amount, as in case the Account Holder claims a Chargeback in accordance with relevant Scheme Rules. You lose entitlement to the relevant amount and must return it via us to the Account Holder. We credit your Bank Account with Settlement amounts on the condition that no Chargeback shall occur. If there is a Chargeback, we are authorized to debit the credit that was made to your bank account. 

Any amounts attributable to a payment transaction may be withdrawn or reclaimed from your bank account (Chargeback occurrence) if the transaction: a) is questioned in any way, b) for any reason is revoked by the Card Schemes, our Acquirers, the Account Holder or the Card Issuer, c) has not been approved or we have reason to suspect that it has not been approved, and / or d) is alleged to be illegal, suspicious or in violation of these Payment Service Terms.

For each payment transaction that we deem may result in a Chargeback, we have the right to withhold the amount the Chargeback may possibly amount to as a Reserve Amount. We have the right to recover the amount of any Chargeback and any associated fees, fines and / or penalties set by the Card Schemes or our Acquirers from funds credited to your Bank Account or funds to be paid to you under these Payment Terms. If we believe that a Chargeback is likely to occur in relation to a payment transaction, we may withhold an amount corresponding to the potential Chargeback from payment to you under these Payment Service Terms until: a) a Chargeback is determined due to a complaint from a customer, in which case we will keep the funds, b) the time during which a customer may contest a transaction has expired, or c) we determine that a Chargeback regarding the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately on demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all balances unpaid by you.

If we determine that you are incurring an excessive number of Chargebacks or that Chargebacks related to you are too frequent, we may establish controls or conditions governing your Surfpay Account, including but not limited to: a) suspending your access to and use of the Payment Service, and/or b) terminating and closing your Surfpay Account. In general, you should take into account that a Chargeback level of more than 0.5% of the total volume of transactions which are authorized, is considered unacceptable for Surfboard Payments and most Scheme Owners and can lead to suspension of transaction processing for the relevant payment method and/or fines being applied (for which you will be responsible). For some payment methods higher or lower tolerances for Chargeback levels may apply, please check the relevant Scheme Rules for this. Please note that the relevant Scheme Owner, Acquirer and/or Surfboard Payments not taking immediate action in case of excessive Chargeback levels occurring cannot be interpreted as consent or a waiver of related rights by Surfboard Payments, the relevant Acquirer or Scheme Owner.

You may not provide Refunds to an Account Holder for a previously processed transaction using a different payment method than the method used for the original transaction. The original transaction can in such case still be subject to Chargeback by the Account Holder or Card Issuer, causing you having to refund the received funds twice. This is a well-known method to make fraudulent use of stolen credit cards at the expense of Merchants.

You agree to, when requested, at your own expense, assist us in investigating transactions performed through the Payment Service. You further agree that we may share information about a Chargeback with your customer, the customer's financial institution and your financial institution for the purpose of investigating and / or handling a Chargeback. You are aware that your failure to assist us in a timely manner in investigating a transaction, including providing the necessary information and documentation within ten days of our request, may result in an irrevocable Chargeback. We reserve the right, upon notice to you, to charge a fee for handling and / or investigating disputes regarding Chargeback.

23. Your privacy and security

In addition to what is stated in chapter 12 and 13 of our General Terms, you understand that we are obligated to report your company name and the name of your beneficial owners and / or representatives to the MATCH listing maintained by MasterCard and accessed and updated by American Express, the VMAS database maintained by VISA, if applicable, in accordance with the Card Scheme Rules. You acknowledge and accept that we must fulfil the obligations related to such listing and reporting, and you waive and agree to hold us harmless from all claims and liabilities you may have as a result of such listing and reporting.

We are responsible for protecting the security of Card information in our possession. We have implemented administrative, technical and organizational measures to protect Card information stored on our servers from unauthorized access and accidental loss, alteration or disclosure.

24. Your additional warranties

In addition to the other guarantees set out in these Payment Service Terms and chapter 15 of the General Terms, you guarantee that: a) each payment transaction you carry out through the Payment Service represents a sale bona fide by you, b) every payment transaction you carry out through the Payment Service correctly describes the products or services sold and delivered to your customer, c) you will fulfil all your obligations to each customer on whose behalf you perform a payment transaction and will resolve any disputes or complaints directly with the customer, d) you will, and all payment transactions performed by you through the Payment Service will, comply with all laws, rules and regulations that apply to your business and the Payment Service, e) with the exception of transactions within the framework of the day-to-day operations; no Card transactions performed by you through the Payment Service represent a sale to any manager, partner, holder or owner of your business, and f) you will not use the Payment Service, either directly or indirectly, for fraudulent behavior or in any way that interferes with the use of the Payment Service.

Furthermore, you guarantee not to copy, capture or intercept payment details such as credit card numbers, CVM codes and PIN codes that are entered on the device utilizing the Payment Service. This rule is imposed by the Scheme Owners to protect Account Holders against misuse of their payment details (like credit card numbers) and is strictly enforced by the Scheme Owners, and a violation of this rule can lead to the application of high fines by the Scheme Owners. If we have reason to believe that you are copying, capturing or intercepting payment details, we have the right to suspend processing of transactions and Settlement. You shall fully indemnify and hold us harmless from any losses, claims (including applied fines by the Scheme Owners), costs or damage we incur as a result of your breach of this obligation.

25. Your additional liability and indemnification

In addition to what is stated in chapter 16 of the General Terms, you are responsible for all Chargebacks, Refunds, fees, fines, penalties and other damage caused by a third party or us due to your access to and use of these Payment Terms and / or which arises due to your breach of any provision of these Payment Service Terms. You undertake to compensate such third parties or us for any such damage.

Notwithstanding the above or any other provision of these Payment Service Terms and in addition to what is set forth in chapter 16 of our Terms and Conditions, you undertake to defend, indemnify and hold us, our Acquirers, the Card Schemes and each of our board members, agents, group companies and representatives indemnified from and against any and all claims (including claims from third parties), costs, losses, liability, damages, documents, litigation, judgment, fines, interest and expenses (including without limitation reasonable legal costs) arising from or relating to: a) actual or alleged breaches by you of any provision of the Card Scheme Rules, b) payment transactions carried out with the support of the Payment Service; and c) indemnity obligations to third parties caused to us as a direct or indirect consequence of your actions or omissions (including compensation to Acquirers and Card Schemes).

If you owe us compensation, we have the right to immediately collect such amounts from funds held by us on your behalf (i.e. outstanding amount not yet paid out). If there are insufficient funds to cover your liability, you agree to immediately reimburse us in another way at our request.

26. Our liability

Subject to chapters 17 and 18 of our General Terms, we are responsible for ensuring that the payment transactions initiated through the Payment Service are correctly transferred to the customer's (Account Holder’s) payment service provider and that payment transactions performed through the Payment Service are carried out correctly, provided that: a) the transaction has been approved by the customer (Account Holder), b) the transaction meets the terms of these Payment Service Terms, and c) you have fulfilled your obligations under these Payment Service Terms. Subject to chapter 17 and 18 of the General Terms, we are responsible for ensuring that the funds processed through the Payment Service are credited to your bank account, provided that we have received such funds from the relevant Card Scheme or Acquirer in our account.

If an authorized payment transaction is not executed properly or not executed at all, we will, at your request, take reasonable steps to track the transaction and try to correct any errors that you or we discover and notify you of the result. If the error means that you receive less than the amount you were entitled to, we will credit the difference to your bank Account. If the error results in you receiving a larger amount than you were entitled to, we will deduct the excess from your future pay-outs. We will only try to correct transactions that you handle incorrectly in cases where you notify us of such an error without undue delay and no later than sixty (60) days from when the error first appeared on your electronic transaction history.

27. Contract period and termination

These Payment Service Terms apply from the date you accept them and apply until they are terminated by you or by us.

In addition to what is stated in chapter 23 of the General Terms, we have the right to terminate these Payment Service Terms or your use of the Payment Service or to suspend or close your Surfpay Account without prior notice: a) at the request of the Card Schemes or an Acquirer, b) if our agreement with an Acquirer or a Card Scheme expires or is terminated for any reason, c) in the event that we are deregistered as a payment facilitator by a Card Scheme or a Acquirer, d) if your transactions or actions, in our reasonable opinion, harm or may damage our image or reputation or the image or reputation of a Card Scheme or Acquirer, e) if you have registered for the Payment Service as a company or other legal person and there is a change regarding the control of such company or legal person, or f) if owners or other individuals associated with you are included on European or American sanction lists (such as OFAC’s SDN list and the EU’s list of economic sanctions or list of terrorists).

All funds received by us but not yet paid out at the time your account is suspended or closed will be paid to you in accordance with chapter 19, unless otherwise stated in these Payment Terms.

Termination of these Payment Terms or suspension of your Surfpay Account does not release you from your obligations under these Payment Terms and we may choose to continue to contain the funds deemed necessary pending the determination of other terms and obligations defined in these Payment Terms, including but not limited to Chargebacks, Fees, Refunds, reversals, or other investigations or proceedings.

28. Personal guarantee and other security

If you have registered for the Payment Service as a company or other legal entity, you confirm and agree that we may require a personal guarantee from an owner, board member, manager or other representative of your business or the establishment of a bank guarantee or provision of other appropriate security for the due performance of your payment obligations under these Payment Service Terms. To secure your performance under these Payment Service Terms, you provide us with a legal claim against funds in your bank account as security for the amounts you may owe us. Should we require a personal guarantee, bank guarantee or other forms of security, we will notify you specifically. You agree that we determine the scope of such warranties or guarantees.

29. Documentation and audit rights

You must maintain a copy of all electronic and other records related to the transactions (including all contacts with Account Holder) for the greater of (i) 2 years subsequent to the transaction being processed or (ii) the applicable warranty period of the products and services. Your obligation to maintain documentation of your business according to applicable laws remain unaffected by this chapter.

You acknowledge and agree that we may require you to allow us, or a third party designated by us, to conduct an audit of your business and premises to ensure that you comply with these Payment Service Terms and the Card Scheme Rules. We reserve the right to suspend your access to and use of the Payment Service Terms and to terminate and close your Surfpay Account if you fail to allow us, or a third party designated by us, to conduct such an audit at our request.

30. Emergency Suspension

Notwithstanding anything to the contrary contained in this Agreement, if there is an emergency security issue, then our licensor may automatically suspend Your use of the Application. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the emergency security issue.

31. Threshold Amount

In the event that you exceed the Threshold Amount, we may no longer be able to offer you the Payment Service under this Agreement. You therefore grant us the right to enter into Agreement on your behalf directly with our Acquirer for continuation of the Payment Service. 

We therefore reserve the right to terminate these Terms and any Additional Terms or suspend or close your Surfpay Account without prior notice in the event that you exceed the Threshold Amount. However, we will aim to inform you as soon as possible when you are close to reaching the Threshold Amount. 

The specific transaction volumes constituting the Threshold Amount are decided by the Card Schemes. For more information about each Card Scheme’s Threshold Amount, please visit their websites to access the current Card Scheme Regulation.