Terms Of Use
Unless otherwise agreed, the following terms apply to Agreements entered into prior to 15 May 2024. For Agreements entered into on or after 15 May 2024.
Effective from: May 15th, 2024.
1. Definitions
In the Merchant Agreement and Terms & Conditions, the following terms are defined as follows:
3D Secure
A security protocol developed by Visa and MasterCard to enhance the security of online transactions. It is known as “Verified by Visa” and “MasterCard SecureCode.”
Account Holder
An individual authorized to use a payment method issued to them.
Acquirer
A financial institution authorized by a card network to accept credit and debit card transactions from merchants, process them, and facilitate the settlement of funds.
Acquiring via Zap Payment Systems
Using a payment method where Zap Payment Systems acts as the acquirer or contracts with a third-party acquirer on behalf of the merchant.
Zap Payment Systems
Zap Payment Systems N.V., a company registered in Amsterdam, the Netherlands.
API (Application Programming Interface)
A secure internet connection between the merchant’s site and Zap Payment Systems, used to transmit payment details.
Authorisation
The process where a request is made to use a payment method for a purchase. “Authorised” refers to transactions that have been approved.
Bank Account
An account held by a merchant with Zap Payment Systems where funds are managed, and settlements for transactions are processed.
Business Day
Any day that is not a Saturday, Sunday, or a holiday, and on which banks are open for business in The Netherlands.
Capture Period
The timeframe within which an authorized transaction must be completed.
Capturing
The process where a merchant confirms that a transaction authorized by an account holder should be executed and the funds charged.
Card
Any credit or debit card used to perform a transaction.
Card Association / Card Scheme
Organizations like Visa, MasterCard, and Discover that provide card services.
Card Verification Method (CVM) Code
A security code on a card, such as CVV2 for Visa, CVC2 for MasterCard, and CID for American Express and Discover.
Cardholder
The individual to whom a card is issued and who is authorized to use it.
Chargeback
A reversal of a transaction, initiated by the cardholder or issuing bank, resulting in the need for the settled funds to be returned.
Chargeback Fee
A fee charged by Zap Payment Systems to the merchant for processing a chargeback.
CNP (Card Not Present) Transaction
Transactions where the cardholder does not physically present the card at the point of sale, such as online or over the phone.
Credit Card
A card that allows the cardholder to charge purchases to their account, to be paid back later.
Customer Area
A secure section on Zap Payment Systems’ website where merchants can manage their transactions, settings, and access service information.
Debit Card
A card that allows transactions to be charged directly to the cardholder’s bank account.
Delivery Date
The date when the merchant’s product or service is fully delivered to the customer.
Deposit Level
The minimum amount of deposits required from the merchant, as determined by Zap Payment Systems.
Deposit(s)
Funds held or withheld by Zap Payment Systems as security for potential chargebacks, fines, and fees.
E-Commerce Transaction
An online transaction where the cardholder is not physically present at the point of sale.
Eligible Merchant
A merchant deemed eligible by Zap Payment Systems to hold a bank account.
Fine
Penalties or additional fees imposed on a merchant due to non-compliance with card network rules, excessive fraud, or chargebacks.
Hosted Payment Pages
Web pages hosted by Zap Payment Systems where customers can securely enter their payment details.
Inflation
Refers to the Euro Area Inflation (HICP All Items Euro Area) as published by Eurostat on their website.
Interchange Fee(s)
Fees set by card networks and partly passed to the issuing banks, covering the processing and settlement of card transactions. This includes assessment fees and other charges for specific transactions.
Issuer / Issuing Bank
A financial institution that issues payment methods like cards to account holders and manages the associated accounts.
Merchant
A company that enters into an agreement with Zap Payment Systems to process transactions for the services and products it offers.
Merchant Agreement
A contract between Zap Payment Systems and the merchant outlining the terms for providing payment processing services.
Merchant Product / Merchant Service
Any product or service offered by a merchant for which transactions are processed.
MO/TO or Mail Order/Telephone Order Transaction
Transactions conducted when the account holder is not present at the sale point, where details are provided via mail, fax, or phone.
MSC / Merchant Service Charge
The fee charged by Zap Payment Systems per transaction, which could be a fixed fee, a percentage of the transaction amount, or a combination of both.
Order Currency
The currency in which a transaction is originally presented to an account holder.
Payment Currency
The currency in which a transaction is processed.
Payment Details
Information required for processing a transaction, including card and account holder details, authentication data, and payment amount.
Payment Instruction
An electronic directive sent by a merchant (or an authorized third party) to Zap Payment Systems to transfer funds from one bank account to another.
Payment Interface
An electronic connection provided by Zap Payment Systems to submit transaction details for processing.
Payment Method
Any method by which payments can be made, such as cards, online and offline bank transfers, and direct debits.
PCI DSS
Security standards required for handling card data and payment details, as mandated by card networks (more at www.pcisecuritystandards.org).
POS / Point of Sale Transaction
Transactions processed where the cardholder is physically present at the POS terminal’s location.
POS Terminal
A device used for processing POS transactions by reading card data, registering cardholder approval, encrypting payment details, and transmitting them for processing.
Processing Fee
A fee charged by Zap Payment Systems for each transaction processed, irrespective of the transaction amount or payment method used.
Refund
A reversal (partial or full) of a transaction, returning funds to the account holder initiated by the merchant.
RFI or Request for Information
A request for more details about a transaction from a card scheme or acquirer, relayed to the merchant by Zap Payment Systems in electronic format.
Scheme Owner
The entity that offers or regulates a specific payment method.
Scheme Rule
The comprehensive set of rules and regulations set by the scheme owners that merchants must follow when using a particular payment method. Zap Payment Systems strives to provide updated versions of these rules through the Customer Area, though only the current rules issued by the scheme owners are binding.
Service(s)
A range of services provided by Zap Payment Systems to the merchant, including payment processing, routing, fraud control, reconciliation, reporting, settlement, as well as offering bank accounts to eligible merchants and other related services under the Merchant Agreement.
Settlement
The process of Zap Payment Systems paying the merchant the amounts due from transactions processed. This includes payments received from Acquirers or Scheme Owners, minus deductions for refunds, chargebacks, transaction fees, and funds maintained to meet the required deposit level. “Settle” and “Settled” refer to the completion of this payment process.
Software
The complete suite of programs and data developed and/or operated by Zap Payment Systems necessary to provide services to its merchants, including the Payment Interface.
Terms and Conditions
The current version of Zap Payment Systems’ terms and conditions.
Traffic
The characteristics of the merchant’s transactions, including the volume and distribution across different payment methods, geographical areas, and other relevant factors.
Transaction
A request by an account holder for authorization of a payment from their account to the merchant, which the merchant submits to Zap Payment Systems.
Transaction Fee
The total fee charged by Zap Payment Systems for each transaction, comprising the Merchant Service Charge (MSC) and the Processing Fee.
Uncompleted Order Amount
The total value at any given time of authorized, captured, and/or settled transactions for which the merchant’s products or services have not yet been delivered to the relevant account holders. This also includes transactions for which the account holder’s rights to return or cancel the order under the merchant’s terms and conditions or applicable law have not yet expired.
Working Hours
The hours from 09:00 to 18:00 CET on business days in the Netherlands, or as otherwise specified by Zap Payment Systems in the Customer Area.
Settlement
This is the process where Zap Payment Systems pays the merchant the money owed from processed transactions. This amount is calculated after subtracting refunds, chargebacks, transaction fees, and maintaining the necessary funds to meet deposit requirements. The terms “Settle” and “Settled” indicate the completion of this payment process.
Software
Zap Payment Systems uses a comprehensive suite of programs and data, including the Payment Interface, to provide services to its merchants. This software is crucial for the operation and management of merchant services.
Terms and Conditions
This refers to the latest version of the terms and conditions set by Zap Payment Systems, which govern the relationship between the merchant and Zap Payment Systems.
Traffic
This term describes various aspects of a merchant’s transactions, such as the total volume, how transactions are spread across different payment methods, and their geographic distribution.
Transaction
This is a payment request initiated by an account holder, asking for authorization to transfer funds to the merchant, which the merchant then processes through Zap Payment Systems.
Transaction Fee
Zap Payment Systems charges a transaction fee for each transaction, which includes both the Merchant Service Charge (MSC) and a Processing Fee.
Uncompleted Order Amount
This is the total value at any time of transactions that have been authorized, captured, and/or settled but for which the merchant’s products or services have yet to be delivered to the account holder. It also covers transactions still open to cancellation or return rights under the merchant’s terms or applicable laws.
Working Hours
Defined as the hours from 09:00 to 18:00 Central European Time (CET) on business days in the Netherlands, during which Zap Payment Systems operates, unless otherwise specified.
2. Outgoing Funds Transfers
Automatic Transfers
By default, provided that sufficient funds are maintained as a deposit, any credit balance in the Bank Account will be automatically transferred daily to the merchant’s designated external bank account(s) (known as ‘sweepings’). The merchant authorizes Zap Payment Systems to perform these sweepings.
Manual Transfers
Zap Payment Systems may also allow the merchant to manually initiate funds transfers from the Bank Account. This can be done by submitting a Payment Instruction directly to Zap Payment Systems or via a third-party payment initiation service.
Custom Sweep Settings
Merchants have the option to customize their sweeping settings, such as the frequency of sweeps and the designated bank accounts for transfers.
Rectification of Errors
Merchants must report any unauthorized or incorrectly executed sweeps or Payment Instructions to Zap Payment Systems promptly upon discovery, and no later than six months from the debit date, to request a correction.
Payment Instruction Timelines
Timing of Receipt
If Zap Payment Systems receives a Payment Instruction after business hours, it will be considered received on the next business day.
Scheduled Instructions
Merchants and Zap Payment Systems can agree to schedule the execution of a Payment Instruction for a specific day or after a certain period, or when funds are made available by the merchant. If the agreed day is not a business day, the instruction is considered received on the next business day.
Account Conditions
No Debit Balances
The Bank Account should not have a debit balance unless sufficient deposits are present. Zap Payment Systems reserves the right to debit the account to maintain the required deposit level.
Multi-Currency Account
The Bank Account can manage multiple currencies, but the default currency is Euro unless otherwise agreed.
Interest on Balances
Interest Payments
Interest is paid on balances in the Bank Account that have been credited for more than two business days. Interest is calculated daily based on the net balance after recent credits and is tied to short-term interbank reference rates plus a margin.
Rights of Set-Off
Set-Off Rights
Zap Payment Systems can offset any amounts due to the merchant against any liabilities the merchant has to Zap Payment Systems under the terms of the merchant agreement. This right extends to situations involving bankruptcy, winding up, or dissolution of the merchant, among other conditions. Zap Payment Systems can perform set-offs even if its claims are conditional or not due and regardless of the due status of the merchant’s debts.
Notification and Currency Conversion
Merchants will be notified of any set-offs, which may be converted into the necessary currency at current exchange rates if they are in different currencies.
3. Pricing and Invoicing
3.1 Invoicing
Zap Payment Systems issues monthly invoices to merchants for services rendered. These invoices detail:
- Transaction fees and other costs for the previous month, based on transaction volume.
- An overview of fees already deducted from settlements.
- Any remaining amounts due to or from the merchant, which will be adjusted in the next settlement or paid/credited within 30 days of the invoice date if no subsequent settlement occurs.
- Invoices are typically issued in Euros unless otherwise agreed.
Electronic invoices are standard. Printed invoices can be requested through the Customer Area, which may incur additional costs.
3.2 Pricing
Zap Payment Systems reserves the right to increase service prices with three months’ notice. These changes take effect after the notice period ends. During this period, merchants can cancel their agreement if they do not accept the new prices.
This clause does not apply to fee increases passed on from Acquirers or Scheme Owners not included in Zap Payment Systems’ fees, such as an increase in Interchange Fees, or due to legal changes.
3.3 Inflation
Zap Payment Systems may adjust its prices annually to account for inflation, based on the previous year’s rates. This adjustment is announced at least one month in advance and does not provide a basis for contract termination under the price adjustment clause.
3.4 Deposit Level Calculation
Zap Payment Systems sets and adjusts the required deposit level to cover potential debts from the merchant for fees, fines, and chargebacks. This level is based on estimated liabilities and transaction volumes. Merchants can request details on how these levels are calculated.
3.5 Deposit Reservation
Initially, the deposit level is based on anticipated service usage, requiring a pre-payment before starting commercial operations. Zap Payment Systems maintains this level by adjusting funds in each settlement. If deposits fall below required levels, immediate payment may be requested to restore the balance.
After terminating the agreement or stopping transactions, deposits are gradually released based on decreasing liabilities, and fully returned after six months unless specific potential liabilities remain.
3.6 MSC Calculation
For the Blend Fee pricing, the underlying fee is based on provided traffic characteristics, adjusted if actual traffic deviates significantly.
For Interchange Plus pricing, the fee is directly tied to the current Interchange Fee per transaction, as determined by the Card Schemes, which may vary.
Fees from Scheme Owners or third parties are collected by Zap Payment Systems on their behalf under both pricing structures.
3.7 Payment
Zap Payment Systems deducts fees, chargebacks, fines, and required deposit contributions from settlement amounts. If settlements are insufficient, outstanding amounts are due within 30 days of invoicing.
Zap Payment Systems may also demand immediate payment or offset debts against settlements under certain conditions, such as excess chargebacks.
Interest is charged on unpaid amounts at 1% per month.
3.8 Taxes
All fees exclude VAT and other applicable taxes, which are separately charged and payable by the merchant on invoiced services.
4. Integration
4.1 Hosted Payment Pages
Zap Payment Systems provides Hosted Payment Pages for Card Not Present Transactions, as outlined in the Merchant Agreement. Merchants must direct Account Holders to these secured pages to submit their payment details. Merchants are not allowed to capture or register credit card data on their own sites and must not use technologies like screen grabbing to input payment details on the Hosted Payment Pages.
4.2 API Interface
This applies only to merchants who have specifically agreed with Zap Payment Systems to use the API for Card Not Present Transactions. The API uses “SOAP” calls over HTTPS with authentication managed through username/password, IP, or client certificate checks. If 3D-Secure is not activated for transactions where available, higher Interchange Fees and other restrictions may be imposed by the card schemes or acquirers.
Merchants must comply with current PCI-DSS rules and provide valid certification upon request. If a merchant fails to comply or provide proof of compliance, Zap Payment Systems may suspend transaction processing and the merchant must indemnify Zap Payment Systems against any losses or fines incurred due to non-compliance.
4.3 Merchant Equipment and Software / POS Terminals
Merchants are responsible for installing, maintaining, and securing their equipment and software to connect to the Payment Interface. Zap Payment Systems provides standard software modules and installation guides to help merchants establish this connection. Merchants are responsible for implementing and updating their systems according to the instructions provided through the Customer Area.
Merchants may only process POS transactions if explicitly agreed in the Merchant Agreement, using POS Terminals approved by Zap Payment Systems. The software on these terminals must be kept up-to-date with the latest versions provided by Zap Payment Systems.
4.4 Hardware Warranty for POS Terminals
POS Terminals supplied by Zap Payment Systems come with a four-month limited hardware warranty, covering free repairs or replacements for terminals that become inoperative due to defects. To claim under this warranty, merchants must contact the Zap Payment Systems Service Desk within the warranty period and comply with the return procedures.
The warranty does not cover defects caused by external influences, unauthorized modifications, or use contrary to operating instructions. If a POS Terminal is discontinued, Zap Payment Systems will replace it at no additional cost if still under warranty, provided the merchant requests this.
4.5 Merchant Integration Responsibility
Merchants are responsible for following the integration and installation instructions provided by Zap Payment Systems for connecting to their services and software, including timely updates.
4.6 Defensive Programming
Merchants are advised to use defensive programming practices. This means systems should default to not delivering products or services unless an explicit payment authorization is received.
4.7 Meaning of Payment Status “Authorised”
An “Authorised” payment status suggests a high likelihood of transaction success, but it is not guaranteed. Payments can still be blocked or subject to chargebacks, especially with direct debit transactions where just because an account exists doesn’t guarantee sufficient funds for the payment.
4.8 Software Changes
Zap Payment Systems reserves the right to update or change the software and its interfaces. Changes that materially reduce functionality will only be made if necessary for security, compliance with law or card scheme rules, or other substantial reasons. Significant changes will be announced at least 12 months in advance to minimize impact on merchants.
4.9 Security of Payment Details
Merchants must ensure that payment details entered on Hosted Payment Pages or POS Terminals are not copied, captured, or intercepted. Non-compliance with this rule, imposed by Scheme Owners to protect Account Holders, can lead to severe fines and suspension of transaction processing. Merchants must indemnify Zap Payment Systems against any losses or claims arising from breaches of this security obligation.
5. Customer Support
Zap Payment Systems offers regular support via email, web, or telephone during business days and working hours. Emergency support is available 24 hours a day. Support is provided in English. Our support website includes a knowledge base, news updates, and troubleshooting tools personalized for users.
6. Service Level Agreement
6.1 Uptime Commitment for Payment Interface
Zap Payment Systems commits to using all commercially reasonable efforts to maintain a minimum average uptime of 99.9% for the Payment Interface each quarter. This uptime excludes any downtime caused by the merchant, acquirers, scheme owners, specific requests from the merchant, general internet failures, individual payment method failures, or force majeure events. Merchants must immediately notify Zap Payment Systems of any downtime experienced and assist in any investigations to resolve the issue.
Planned maintenance of the Payment Interface is typically avoided. If necessary under exceptional circumstances, Zap Payment Systems will provide as much advance notice as possible and schedule maintenance to minimize disruption to transactions. In emergency situations, such as force majeure events or terrorist attacks, unplanned maintenance may be required, and all efforts will be made to minimize downtime.
6.2 Security and Compliance
Zap Payment Systems takes reasonable measures to ensure the security of its payment system and maintains PCI-DSS certification for its systems used to provide services.
6.3 Backoffice Maintenance
Regular maintenance of Zap Payment Systems’ back office (the Customer Area) is scheduled during the standard weekly maintenance window on Tuesdays from 07:00 to 07:15 CET, or at other times as determined and communicated by Zap Payment Systems. The Customer Area may be temporarily unavailable during these times. As noted in 6.1, back-office maintenance will only affect the availability of the Payment Interface for accepting transactions under exceptional circumstances.
7. Chargebacks and Refunds
7.1 Chargeback Liability
Scheme Owners, especially those issuing credit cards, allow Account Holders to initiate chargebacks for authorized and settled transactions. This means even if a transaction is settled and authorized, the merchant may still need to return the funds if a chargeback is claimed according to the relevant Scheme Rules. Merchants should review these rules to understand which payment methods permit chargebacks and the associated procedures. Zap Payment Systems conditions its settlements on the understanding that no chargeback will occur. If a chargeback does occur, Zap Payment Systems is authorized to debit the credited amount from the merchant’s bank account.
If a merchant frequently experiences chargebacks, indicating a failure to meet Account Holder expectations, Zap Payment Systems reserves the right to suspend the availability of affected payment methods. Generally, a chargeback rate over 0.5% of total transaction volume is considered unacceptable and may lead to the suspension of transaction processing and the application of fines.
Merchants must not refund transactions using a different payment method from the one originally used as this could still be subject to a chargeback, potentially causing double refunds.
If Zap Payment Systems suspects that a merchant is not delivering services or products by the agreed delivery dates, or if the transactions are suspected of being fraudulent or likely to generate high chargeback volumes, Zap Payment Systems may suspend settlements or block authorizations for those transactions until assurances are provided that the products or services meet legal requirements and order specifications.
7.2 Chargeback Fee
Zap Payment Systems charges a non-refundable fee for each chargeback as outlined in the Merchant Agreement.
7.3 Chargeback Payment
For every chargeback, the merchant authorizes Zap Payment Systems to deduct the chargeback amount from the merchant’s settlements. If the settlement amount is insufficient, the amount will be taken from the merchant’s deposit.
7.4 Chargeback Period
Chargebacks can occur long after the transaction date. Despite the termination of the Merchant Agreement for any reason, Zap Payment Systems retains the right to recover chargebacks and related fees for transactions processed during the agreement term.
7.5 Refund Charges
Refunds are treated as transactions by Zap Payment Systems and may incur a fee if manual intervention or additional costs are involved. Refunds will not be executed if the funds cannot be deducted from the next settlement. Refunds are not covered by the deposit or Zap Payment Systems’ own funds. Upon request, a separate deposit may be established specifically for funding refunds to ensure their prompt execution.
7.6 No Refund of Fees
Fees charged for the original transaction are non-refundable, regardless of whether the transaction is later refunded or subject to a chargeback.
8. Property Rights
All intellectual property rights in the software and materials related to Zap Payment Systems’ services are owned by Zap Payment Systems and its licensors. The Merchant Agreement grants the merchant a limited, non-exclusive, and non-transferable license to use the software and materials solely for accessing the services as per the terms and instructions provided through the Zap Payment Systems website.
9. Confidentiality, Privacy, and Compliance
9.1 Confidentiality
All information related to either the merchant or Zap Payment Systems, designated as confidential or reasonably considered confidential due to its nature or content, is termed as “Confidential Information.” Each party retains ownership of all data shared with the other party. The merchant acknowledges that the terms of the Merchant Agreement and any information about Zap Payment Systems’ services, including support communications, are confidential.
Both parties are committed to protecting the confidentiality of all such information by:
- Sharing Confidential Information only with personnel who need to know the information to fulfill the Merchant Agreement.
- Not disclosing any Confidential Information to third parties without prior written consent, except as necessary for Zap Payment Systems to perform the Services.
Exceptions to these confidentiality obligations include information that is:
- Publicly available.
- Received from a third party without confidentiality restrictions.
- Already known to the receiving party at the time of disclosure.
- Independently developed by the receiving party without using the Confidential Information.
- Disclosed under legal compulsion by a court or governmental authority.
These confidentiality obligations persist even after the termination of the Merchant Agreement, regardless of the reason for termination.
Confidential Information specifically includes:
- All financial data.
- Any merchant-specific terms within the Merchant Agreement.
- All user manuals, guides, and software related to Zap Payment Systems’ products and services.
9.2 Privacy
When processing personal data, Zap Payment Systems acts as a data processor under the direction of the merchant, in compliance with the EU Privacy Directive 95/46 and its successors, including the EU Privacy Regulation 2016/679, as well as applicable United States privacy laws. The merchant is responsible for complying with data protection laws relevant to their country of origin and the countries where they offer goods or services, particularly regarding the processing and transmission of personal data to Zap Payment Systems while using the Services. Both parties must implement adequate technical and organizational measures to safeguard personal data against unauthorized access or misuse.
9.3 Compliance
The merchant’s use of the Hosted Payment Page must adhere to Zap Payment Systems’ PCI DSS certification standards to remain PCI compliant. This compliance is contingent upon the merchant adhering to the terms and conditions specified by Zap Payment Systems.
10. Duration and Cancellation
10.1 Duration
Unless specified otherwise in the Merchant Agreement, the agreement is open-ended and can be terminated by either party with at least two months’ written notice.
10.2 Termination
Merchant’s Right to Terminate:
The merchant can immediately terminate the agreement if:
- The service availability falls below 90% in any calendar month.
- The service level commitments outlined in clause 6 are not met for two consecutive quarters.
Zap Payment Systems’ Right to Terminate:
Zap Payment Systems can immediately stop processing or settle transactions and terminate the agreement if:
- It is suspected that the merchant’s services or products violate legal standards of the countries where they are offered.
- The merchant significantly changes the type of services or products provided without Zap Payment Systems’ prior written consent.
- The merchant materially breaches any terms of the agreement, relevant Scheme Rules, or applicable laws.
- An acquirer or scheme owner demands that Zap Payment Systems stop providing services to the merchant.
- There are indications of the merchant’s potential insolvency or inability to deliver significant portions of its services or products.
11. Liability
11.1 No Liability for Scheme Owners and Third Party Acquirers
Zap Payment Systems is liable only for its own actions or failures and not for those of third parties, including scheme owners and acquirers. This exclusion covers events outside of Zap Payment Systems’ control, such as internet disturbances or third-party system failures, unless these are due to Zap Payment Systems’ intent or gross negligence.
11.2 Reserved
11.3 Limitation of Liability
Zap Payment Systems’ total liability to the merchant for any contract breaches, torts, or other legal claims in any calendar year is limited to the total processing fees paid by the merchant in the prior calendar year. If no services were provided in the previous year, it’s based on the fees paid in the first 12 months of the agreement.
Zap Payment Systems is not liable for any lost profits, business, contracts, revenues, damage to reputation, or any indirect or consequential losses.
Liability for intentional misconduct, gross negligence, fraud, or personal injury is not excluded or limited by Zap Payment Systems or any other party to the Merchant Agreement.
12. Indemnification and Fines
Zap Payment Systems will indemnify the merchant against third-party claims related to intellectual property rights concerning its software and systems, covering legal defense costs and providing necessary support.
The merchant must indemnify and hold Zap Payment Systems harmless from any claims (including legal fees) made by third parties (including scheme owners and acquirers) that arise from the merchant’s violation of the agreement terms, applicable laws, or scheme rules. This includes claims related to fines.
13. General Provisions
13.1 Transfer
Zap Payment Systems may transfer the Merchant Agreement to another company within the Zap Payment Systems group (defined as a company sharing at least 50% of the same shareholders) without the merchant’s prior consent, provided that the merchant is given written notice of such a transfer.
13.2 Null Provisions
If any provision of the Merchant Agreement is found to be invalid or unenforceable, that provision will be deemed non-existent, while all other provisions will remain in effect. Both parties commit to replace any invalid or unenforceable provision with one that closely matches the economic intent of the original provision.
13.3 Entire Agreement
The Merchant Agreement represents the full agreement between Zap Payment Systems and the merchant, superseding all prior agreements. Only commitments explicitly made in the Merchant Agreement are binding, excluding any implied or prior agreements unless expressly included in the Merchant Agreement.
13.4 Use of Name of the Parties
Zap Payment Systems may include the merchant’s name and logo in its client list and sales materials for promotional purposes. Other uses of the merchant’s name or logo require the merchant’s prior written consent. Merchants may refer to Zap Payment Systems in their FAQ sections as their payment service provider but must clarify that customers should not contact Zap Payment Systems directly for support or payment inquiries.
13.5 Changes to Terms and Conditions
Zap Payment Systems may update the terms and conditions by providing at least 30 days’ written notice. If a change negatively affects the merchant and the merchant objects to the change, Zap Payment Systems will discuss the objection. If no agreement is reached, the merchant may terminate the agreement by providing written notice within 60 days after receiving the change notice. Changes required by law or payment scheme requirements may have shorter notice periods.
13.6 Deviating Terms
The applicability of any of the merchant’s general terms and conditions is explicitly rejected. Any acceptance of Zap Payment Systems’ proposals that includes additional or different terms will not apply unless explicitly agreed in writing by a Zap Payment Systems board member.
13.7 Online Contracting – Written Confirmation
If the Merchant Agreement was concluded online, Zap Payment Systems may request a written confirmation from the merchant. Failure to provide this confirmation within five working days of request may result in a suspension of services.
13.8 Applicability of Payment Services Directive
Certain provisions of EU Directive 2015/2366 (PSD2) and its predecessor do not apply to transactions with non-consumers to the extent permissible by law. For transactions within the EEA, the merchant and the Account Holder will each bear the charges levied by their respective payment service providers according to the ‘SHA’ (shared) principle.
14. Settlement of Disputes
14.1 Dispute Handling
The parties commit to resolving disputes amicably. This does not affect either party’s right to seek interim relief to protect their rights or enforce obligations.
14.2 Applicable Law and Jurisdiction
The Merchant Agreement is governed by United States law, excluding the Convention on Contracts for the International Sale of Goods. Disputes not resolved amicably will be subject to the jurisdiction of the competent courts in the United States.