Merchant Agreement 

1 INTRODUCTION

1.1 These Terms relate to the Service that iVeri Payments Technologies Proprietary Limited, ("iVeri"), will provide to a user of the Service (“User”). 

1.2 In order to use the Service, a User will be required to register a profile with iVeri (the "Profile") via the iVeri website - iVeri.co.za (the ''Website'') and acknowledge that it has read, accepts and agrees to be bound by the terms and conditions as contained in this document by clicking the ''ACCEPT'' button on the Website during the Merchant Onboarding Process. The User agrees that once it clicks the "ACCEPT" button, it will be deemed to have electronically signed the Terms and will be legally bound by these Terms.

1.3 Subject to the User satisfying the criteria for access to the Service, these Terms, and any specific Service terms subscribed for, constitute the agreement between iVeri and the User.   In the event of a conflict between these Terms and any other applicable Service terms then these Terms shall prevail.

1.4 The Terms may be supplemented by specific terms approved and notified by iVeri to the User in writing or on the Website from time to time.

1.5 The User further acknowledges that the Terms and the Service are subject to the terms necessary to create a profile (as set out in clause 5 below) and any additional Service descriptions (as may be set out on the Website from time to time), where applicable.  

1.6 The Service provided to the User entails: 

1.6.1 Processing, reconciling and settlement services, including:

1.6.1.1 debit and credit card processing and settlement services, in terms of which the User accepts Cards from a Cardholder as a form of payment for goods, services and/or facilities supplied by the User to that Cardholder, and iVeri clears and settles such payments for the User; and 

1.6.1.2 iVeri paying you the amounts due to you, and retaining the amounts due by you to iVeri arising out of the provision by iVeri of the debit, credit card and other clearing and settlement services;

1.6.1.3 support in respect of the clearing and settlement services; and 

1.6.1.4 any related and/or additional services, which may, from time to time, be introduced by iVeri.

1.7 The User acknowledges and accepts that, over and above the Terms, the Service is also governed by and is subject to the Payment Scheme Rules and iVeri’s agreements with relevant banks and other third parties (including those agreements which the User may be required to read and accept by clicking the relevant ''ACCEPT'' buttons indicated on the Website as part of the registration process referred to above) (the "Regulations"). 

1.8 Important clauses, which may limit iVeri's responsibility or involve some risk for the User are reflected in bold. Nothing in these Terms and Conditions is intended to or must be understood to unlawfully restrict, limit or avoid any rights or obligations, as the case may be, created in terms of the Consumer Protection Act, 2008, to the extent that such legislation is applicable.

2 DEFINITIONS

2.1 Acquiring Bank” means the bank(s) which iVeri partners with for the purposes of providing the Service; 

2.2 "Applicable Law" means as applicable from time to time, any laws, regulations or other subordinate legislation and any policies, guidelines or industry codes made by any relevant regulatory body;

2.3 “Bank Account” means the South African bank account nominated by you during the Business Onboarding Process, into which all payments will be made by iVeri and used for any other purposes as described in these Terms;

2.4 "Business Day" means a day other than a Saturday or a Sunday or public holiday;

2.5 “Card” means any card (whether debit or credit) issued by a Card Issuer and supported by the relevant card association; 

2.6 “Cardholder” means the person in whose name a Card is issued by a Card Issuer;

2.7 "Card Issuer" means any financial institution that issues cards under a Payment Scheme;

2.8 "Confidential Information" means any and all written, oral visual, machine readable or other tangible or intangible form of information (whether patentable or copyrightable or not), data, techniques, plans, strategies, opportunities or trade secrets which is not generally available to the public as disclosed or delivered by either Party (the "Disclosing Party") to the other Party ("Receiving Party") whether before or after the date of this Agreement.

2.9 "Customer" means a customer of the User whose payment transaction is processed via the Service;

2.10 "Customer Data" means data relating to Customers used and processed in connection with the Service;

2.11 "Chargeback" means a circumstance where a Card Issuer, Payment Scheme or other financial institution requires repayment for a transaction previously settled and/or remitted to the User, notwithstanding that authorisation may already have been obtained;

2.12 “Commencement Date” means the date on which the Merchant Onboarding Process has been completed and iVeri has approved your application, as contemplated in Step 4 of clause 5;

2.13 "Fees" means all fees, charges and other payments to be made by the User to iVeri for the Service, from time to time.

2.14 “FICA Documentation” means all documentation requested by iVeri from you in order to enable compliance with obligations in terms of the Financial Intelligence Centre Act, No. 38 of 2001;

2.15 "Fines" means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes or other financial institution require either the User or iVeri to pay and which relate to any aspect of these Terms (including the provision of the Services hereunder).

2.16 “Merchant Onboarding Process” means the process described in clause 5.

2.17 "Payment" means payout amounts which become due to the User in respect of any payment transactions;

2.18 "Payment Scheme" means any payment organisation or company including Visa and/or MasterCard and/or such other schemes governing the issue and use of cards or any other payment methods as iVeri may include in the Service from time to time; and

2.19 "Payment Scheme Rules" means any applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended, supplemented or replaced from time to time, including the Regulations.

2.20 “Service” means the service described in clause 1.6 and any other ancillary services that iVeri may offer from time to time; 

3 PROVISION OF SERVICE

3.1 The Service will be provided in accordance with these Terms, Applicable Law and Payment Scheme Rules and, where applicable, against the specific Service description terms set out on the Website. 

3.2 The User gains access to the Profile and the Service by way of the iVeri software (the "Software") and through the Website. 

3.3 iVeri has implemented and follows the Payment Card Industry Data Security Standard (PCI-DSS) (located at www.pcisecuritystandards.org), which includes requirements on governance, policies, procedures, network architecture, software and other critical data security measures. 

3.4 iVeri may at any time replace, modify or discontinue the Service or any component thereof on reasonable notice to the User. This will be communicated on the Website and via email, where reasonably possible. However, iVeri reserves the right to implement such changes with immediate effect and without notice to the User where this is required to maintain the security of its systems or to comply with any relevant laws, regulations (including the Regulations) and Payment Scheme Rules.

3.5 iVeri may sub-contract or delegate the performance of its obligations under the Terms to third parties, including any of its Affiliates. However, iVeri shall remain responsible for the performance of such duties.

4 CONDITIONS FOR AND LIMITATIONS TO USING THE SERVICE

4.1 The User acknowledges that once a User’s turnover exceeds the thresholds prescribed by the Payment Schemes, iVeri is obliged to inform the relevant Acquiring Bank with a view to have such User contract with the Acquiring Bank as a merchant.

4.2 The User agrees that it shall only use the Service in relation to payment transactions that comply with all Applicable Laws and shall not use the Service for payment transactions relating to, inter alia:

4.2.1 Gambling (including casino chips, gambling services, Internet casino sites, and Bingo);

4.2.2 Lottery Sales;

4.2.3 Collection Agencies (receivable on Card);

4.2.4 Credit Restoration Services;

4.2.5 Prostitution (including prostitution such as unlicensed massage parlours and escort services);

4.2.6 Internet adult digital content and 

4.2.7 Any goods or services which are prohibited by law or, which iVeri, at its sole discretion, considers to be inappropriate from a risk, compliance, reputational or other perspective, including but not limited to:

4.2.7.1 The sales of infringing products/goods;

4.2.7.2 The sale of unlawful pharmaceutical products; and

4.2.7.3 The unlawful sales of tobacco and electronic smokeless tobacco products; 

4.2.8 Merchants engaged in activities or practices that are deceptive or misleading or that reflect unfavourably upon the good name, goodwill, reputation or image of Visa, American Express, Diners Club or MasterCard or any Visa, American Express, Diners Club or MasterCard Entity, or that in any way are contrary to applicable law;

4.2.9 Transactions related to child pornography, bestiality, or rape. or, which iVeri, at its sole discretion, considers to be inappropriate from a risk, compliance, reputational or other perspective. iVeri shall, at its sole discretion, decide whether the User’s use of the Service and/or a payment transaction is or may be deemed to be attributable to any of the above products, services or circumstances and therefore not in accordance with these Terms and, in this event, reserves the right, in its sole discretion, to immediately suspend the Service and the User's Profile (i) temporarily until the matter has been resolved to iVeri's reasonable satisfaction; or (ii) permanently. Any suspension of the Service and User Profile in accordance with this clause will be without any liability to iVeri.

5 PROFILE CREATION AND CONNECTION TO THE SERVICE

5.1 When registering a Profile during the Merchant onboarding Process, the User will be required to provide personal information to iVeri.  The information will be used by iVeri in relation to its provision of the Service in accordance with the terms of iVeri's privacy policy located at ("Privacy Policy")

5.2 The User is obliged to (i) provide accurate and complete information when registering the Profile, in addition, the User shall ensure that it provides iVeri with an accurate description of the nature of its business; (ii) promptly update iVeri of any changes to its information.

5.3 When the User has registered for the Service and accepted the Terms, iVeri will perform checks on the User. The User agrees that iVeri may obtain credit information and agrees to supply such information and FICA documentation as is reasonably requested by iVeri in order for iVeri to be satisfied that it has complied with, all necessary checks in accordance with Applicable Laws. 

5.4 iVeri shall determine in its sole discretion whether the User has met the criteria to be given access to the Service. iVeri shall only be bound by the Terms once it is satisfied that the criteria for access to the Service have been met and it has decided to provide the User access to the Service.

5.5 The User shall at all times immediately disclose to iVeri such information as iVeri may reasonably require for the provision of the Service, including (but not limited to) any information required to satisfy the reporting or other obligations (including financial obligations) of the User under the Terms, any Payment Scheme Rule and / or Applicable Law. The User shall also be required to immediately notify iVeri of any material change in such information, including any material change in the financial position of the User for the duration of the provision of the Service.

5.6 The User’s ability to access the Service is dependent on services received by the User from a third party (including internet and telecommunications services) (''Third Party Services''). The User agrees that (i) iVeri shall have no responsibility and/or liability for the performance of such Third-Party Services; (ii) the third parties may charge the User for the Third-Party Services in order for the User to access the Service; and (iii) the User shall be solely responsible for payment of any fees charged by third parties for the Third-Party Services. The User specifically acknowledges that its use of the Service may also be subject to the terms of the User’s agreement with the suppliers of the Third-Party Services.

5.7 Regarding any other Services which iVeri may make available and the User has elected to receive, the User acknowledges and agrees that where applicable, to activate any such Services it will have had to have first entered into a contractual relationship with the Provider of these Services. 

6 USER UNDERTAKINGS

6.1 The User agrees to comply with the technical requirements applicable to the User as stipulated by iVeri or upon request from iVeri and as may be amended from time to time.

6.2 The User also consents that it shall implement and will at all times maintain appropriate security safeguards in compliance with Applicable Law and the PCI-DSS requirements.

6.3 The User shall immediately notify iVeri of: 

6.3.1 any act, omission or error which adversely affects (or may affect) the User's ability to perform its obligations under the Terms or cause loss or damage to iVeri (including but not limited to any material change in the nature or extent of the User's business); 

6.3.2 any unauthorised third-party use of the Service; 

6.3.3 any event which is reasonably likely to lead to any such unauthorised use; and/or 

6.3.4 any actual or suspected security breach relating to the Customer Data and/or any data of the User (as soon as it becomes aware of same).  As soon as reasonably practicable, the User shall identify and remediate the source of such security breach and take any necessary steps to mitigate the impact of any such security breach, including as may be directed by iVeri.  

This clause shall not prejudice any other remedies available to iVeri under the Terms. 

6.4 The User acknowledges and agrees that iVeri provides the Service subject to the written approvals, directives, notices or authorisations issued by Payments Authority of South Africa ("PASA"), as amended from time to time and accordingly, the User agrees that iVeri may make changes to the Service or these Terms in accordance with the requirements of PASA.

6.5 The User shall not engage in any practice prohibited under any Payment Scheme Rules unless expressly permitted to do so by Applicable Law. In particular a User may not engage in any practice that discriminates against or discourages the use of a card in favour of any other card brand, including the levying of surcharges, or the imposition of any minimum or maximum transaction amounts and may not submit any payment transaction that amounts to a refinancing or transfer of an existing Customer obligation deemed to be uncollectible.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 iVeri owns all right, title and interest in and to the Website, the Software and the Service (including any modification or customisation thereof) and all information, documentation and proprietary products made available via the Website, the Software and the Service. 

7.2 The User shall not duplicate, reproduce or in any way tamper with the Website, the Software, the Service and/or any and all data information, documentation and proprietary products made available via the Service. In addition, the User shall not (i) assign, sub-licence, copy, publish or distribute the Service; (ii) allow third parties to use the Service; (iii) assign the rights that the User has acquired under these Terms; or (iv) tamper with, attempt to bypass, modify, reverse engineer, disable or reconstruct the Service, other than as may be permitted by law.  

8 DORMANT ACCOUNTS

8.1 If there has been no activity on a User’s Profile for at least 6 (six) consecutive months and the User's Profile reflects a balance on the User’s Profile, iVeri will notify the User of this by email to the email address registered by the User under its User Profile.

8.2 The User will be given an opportunity to request that the Profile be kept active or to instruct iVeri to withdraw any outstanding balance from the Bank Account and discontinue use of the User's Profile. 

8.3 If the User’s response is not received by iVeri within 180 (one hundred and eighty) days from the date that the notification contemplated in this clause is sent, iVeri will automatically close the Profile and the balance held in the Bank Account on behalf of the User will be paid to the User's bank account designated in these Terms for Payments.  

8.4 In the event that the payout cannot be successfully made to the User's designated bank account and iVeri is unable to contact the User and/or receives no response from the User, the balance will, to the extent so permitted by Applicable Law, accrue to iVeri.  

9 PAYMENT TERMS

9.1 Use of the Service is subject to payment, as consideration, of the Service fees ("Service Fees") as listed on the Website. All Service Fees are exclusive of Value Added Tax and other taxes and duties. iVeri has the right to amend Service Fees in accordance with paragraph 27 below.

9.2 Service Fees are due upon the processing of each relevant transaction, as the case may be. All fees charged to and due by the User shall be deducted from the amount transferred from the Bank account to the User’s bank account, in accordance with paragraph 17 below.

9.3 iVeri is entitled to set off any claims that it may have against the User against the outstanding balance reflected on the User’s Profile, subject to these Terms.

10 MAINTENANCE SERVICES

10.1 The Service may contain errors or "bugs" that may lead to Service interruptions and errors. iVeri will perform maintenance and upgrades of the Service from time to time, which may result in interruptions, delays or errors in the Service. 

10.2 iVeri shall use reasonable endeavours to communicate any planned maintenance in advance but cannot guarantee that such notification will always be provided. It may not advise the User of any unplanned or emergency maintenance requirements, which may result in Service interruptions or degradation.  

11 LIABILITY 

11.1 iVeri shall, subject to any provisions to the contrary contained in these Terms, only be required to provide the Service and all information on the Website provided to the User on an "as is" basis without any specific warranties, conditions or representations, expressed or implied (other than as required under Applicable Law) as regards the Service and shall not be liable for: 

11.1.1 any deficiencies or errors in or under the Website, the Software and the performance of the Service (including those set out in clause 12.1); 

11.1.2 ensuring that the Service is available at all times to carry out payment transactions; 

11.1.3 unauthorised access to or use of Profile Information; 

11.1.4 use of the Service for any illicit or illegal activities; 

11.1.5 use, misuse or abuse of the Service, including any claims for losses or damages by third parties with regard to the provision of the Service or any viruses or disruptive code, network or power cuts or other service interruption caused by any third parties; 

11.1.6 the processing of Customer Data or any other Customer information;

11.1.7 the use of the Service by the User in breach of the Terms; and 

11.1.8 any damages or losses which arise as a result of the above, save for any losses for which iVeri is prohibited by applicable consumer protection laws to limit or any other matter for which it would be illegal or unlawful for iVeri to exclude or attempt to exclude its liability.  

11.2 Subject to paragraph 11.1 and without limitation to any other provisions contained in these Terms, iVeri (including its personnel, representatives, agents and/or subcontractors) is not, under any circumstances, liable for any indirect, special damages and/or consequential losses, loss of profit, goodwill and business opportunity, loss of data or other damages or losses resulting from the use or non-use of the Service by the User nor for any damages arising from any fraud or fraudulent misrepresentation. 

11.3 Subject to clauses 11.1 and 11.2, iVeri's total aggregate liability for any and all direct damages howsoever arising under these Terms (whether for negligence, breach of contract or otherwise) shall not exceed the total Service Fee amount paid to iVeri in the 6 (six) month period in which the claim arose (with each 6 (six) months' period calculated with reference to the effective date on which the Service commenced. 

11.4 Notwithstanding any provision to the contrary, in relation to any obligations that iVeri may have, iVeri shall not be liable in the event that abnormal and unforeseeable circumstances beyond their control arise, which may prevent iVeri from fulfilling their obligations under the Terms.

12 INDEMNITY

12.1 The User shall indemnify, and keep indemnified iVeri and their Affiliates, officers, employees and agents (each an "Indemnified Party"), immediately on demand against each loss, liability or cost (including, without limitation, that incurred defending or settling a claim alleging such a liability) which they incur as a result of:

12.1.1 any breach of the terms of these Terms, improper description of the nature of its business and improper use of the Service, violation of Applicable Law or Payment Scheme Rules, conduct categorised as undesirable by any Payment Scheme, or violation of the rights of any third party, by the User, any of their Affiliates or any person acting on their behalf; and/or

12.1.2 processing of Customer Data by an Indemnified Party as may reasonably be necessary to provide the Service.

12.2 Nothing in this clause 12 restricts or limits the general obligation at law for an Indemnified Party to take reasonable efforts to mitigate losses.

13 PAYMENT TRANSACTIONS

As part of the Service, payment transactions can only be carried out in a manner that is approved and accepted by iVeri, its suppliers or its designated banks at any time and without prior notice.

The User must ensure that (i) the purchaser accepts and approves the payment transaction in the prescribed manner, including signing the signature receipt with his/her name at the specified place or by entering his/her personal identification number or tapping the card onto the point-of-sale device; and (ii) that the purchaser agrees that the amount is deducted from the purchaser's account.

14 WITHDRAWAL OF PAYMENT ORDER

14.1 The User shall implement appropriate measures to ensure that once the purchaser has given his/her consent to execute a payment transaction and has transmitted a payment order, the payment order may not be withdrawn, subject to the provisions of clause 18.1 below. The User indemnifies iVeri from all losses which may arise as a result of the User's breach of its obligations under this clause. 

15 CONFIRMATIONS OF TRANSACTIONS

When a payment is made to the User using the Service, iVeri will update the User’s Profile history on the Website. The User acknowledges that, upon termination of these Terms, iVeri has, except as provided by law or as contemplated in these Terms, no obligation to store or provide documentation or other information in connection with any transaction carried out through the Service.

16 TERMS OF REIMBURSEMENT

16.1 The Payment Scheme Rules require the User to (i) maintain fair rules for the return and cancellation of products or services and regulation of Card payments and which will be in compliance with Applicable Laws, (ii) provide the User’s rules on product or service returns and cancellations to the customers at the time of purchase, (iii) not reimburse a Customer with cash where a Card has been used to effect payment; and (iv) not accept cash incentives or other consideration to facilitate a reimbursement.

16.2 Reimbursements must be attributable to a previously completed transaction and shall be carried out using the same Card used to carry out the payment transaction. The amount of any reimbursement may not exceed the amount of the related payment transaction.

16.3 If the User agrees to replace any goods or services and the replacement gives rise to a difference in purchase price, the User must reimburse the Customer the total amount for the replaced goods and services and register a new payment transaction for the replacement goods or services.

17 WITHDRAWALS FROM THE USER PROFILE

17.1 The amounts settled by the Acquiring Bank on behalf of the User will be held in an iVeri bank account with the Acquiring Bank (''Bank Account'') and records of such amounts will be reflected on the User Profile (''Records''). 

17.2 Subject to these Terms, iVeri will, after deduction of the fees referred to in clause 9 above, pay such amounts into a bank account designated by the User.

17.3 The User acknowledges that moneys credited to the Bank Account and reflected in the Records may be mixed together with the funds of other users and may be held in one or more client accounts in a bank or banks selected for this purpose by iVeri in accordance with the Regulations. iVeri has the sole authority over the establishment and maintenance of all accounts which it selects for the above purposes.  

17.4 iVeri will treat all funds transmitted on behalf of the User into the Bank Account, in terms of the handling, safeguarding and utilisation of such funds with the necessary care, diligence and skill.  iVeri will be liable for any loss suffered by the User resulting from iVeri's failure to exercise the necessary care, diligence and skill in the handling, safeguarding and utilisation of the User's funds, subject to any defence it may have in terms of the any applicable consumer protection laws or in common law.

17.5 Funds which reflect on the User’s Profile shall, be paid to a bank account designated by the User subject to:

17.5.1 the User Profile reflecting a minimum threshold positive balance of more than R100.00 (One Hundred Rands) after all applicable fees and charges have been deducted, 

17.5.2 transactions having been positively processed by the Bank, and 

17.5.3 the User having satisfied all registration requirements and criteria designated by iVeri. 

17.6 Amounts due will be paid on a daily, weekly or monthly basis as elected by the User.  

17.7 Any amounts which do not meet the minimum threshold will be withheld until such time as the minimum threshold is reached.

17.8 Settlement timelines can vary due to normal banking rules applicable to the originating bank and the target bank.

17.9 If the Settlement Day is not a Business Day, then payout will be made on the immediately succeeding Business Day.

17.10 The User will receive the following:

17.10.1 A record of Transactions on its Merchant Account; and /or

17.10.2 Payouts made by iVeri to the User in accordance with this clause.

17.11 iVeri reserves the right to withhold funds received and credited to the Bank Account on behalf of the User and is reflected on the Records to the extent that it is necessary for iVeri to complete any ongoing investigation or to resolve an ongoing dispute or if required by law or by court order or otherwise requested by an applicable law enforcement authority or other governmental entity.

17.12 iVeri is not liable for funds which have been paid to a bank account other than the User’s as a result of the User having provided incorrect information or for any losses or damages flowing from same.

17.13 The User shall, at all relevant times, maintain a bank account in their own name, that is acceptable to iVeri so the User can receive payouts from, and make payments to, iVeri.

18 CHARGEBACKS AND DISPUTED TRANSACTIONS

18.1 User acknowledges and agrees that in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to settle a payment transaction or (ii) impose Chargebacks on iVeri (or the User acquiring bank).

18.2 The User agrees that in the event of a Chargeback, iVeri may withhold the full value of the Chargeback and delay the payment of a payout into the User’s designated account.

18.3 iVeri may withhold the amount of the potential Chargeback from payouts due to the User until such time that the Chargeback is finally assessed and/or the period of time under Applicable Law or card association rules by which the Cardholder may dispute the Transaction has expired.

18.4 The User agrees that it may be required to reimburse iVeri for Chargebacks where the User has accepted payment in respect of the relevant transaction (even if the User is under no legal liability for the supply or performance of the goods or services concerned). Where applicable, the User must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules.

18.5 Where a Chargeback occurs, iVeri shall immediately be entitled to recover from the User – (i) the full amount of the relevant Chargeback; and (ii) any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs").

18.6 The User acknowledges that a Chargeback represents an immediate liability from User to iVeri and iVeri shall not be obliged to investigate the validity of any Chargeback by any Card Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback.

18.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, iVeri shall remain entitled to recover Chargebacks and Chargeback Costs from the User in respect of all Chargebacks, even after the termination of the contractual relationship between the User and iVeri.

18.8 iVeri may immediately pass on and recover from the User any Fines or further charges incurred as a result of or in connection with Chargeback Costs and/or terminate the Terms and the Service provided hereunder if iVeri, in its sole opinion, considers that the total value of refunds and/or Chargebacks is unreasonable.

18.9 If there are insufficient funds reflected in the User Profile to cover any Chargeback and/or Chargeback Costs, the User shall immediately reimburse iVeri, on demand by iVeri, for the amount of the Chargeback and/or Chargeback Costs.

18.10 If iVeri consider that Chargebacks on the User’s Profile are too frequent, iVeri reserves the right to conduct inspections or impose conditions to govern the User Profile, including establishing new fees for the processing of payment transactions, asking for a reasonable reserve amount to cover future potential Chargebacks and related fees or Fines, limiting the right of the User to withdraw monies which are reflected in the User Profile and terminating these Terms or the Service.

18.11 The User agrees to, at iVeri’s request, assist iVeri in verifying any payment transactions carried out through the Service. iVeri may request necessary information from the User in order to dispute the Chargebacks and/or Chargeback Costs.

18.12 It is the User's responsibility to prove to iVeri's satisfaction (or that of the relevant Card Issuer or other financial institution) that the debit of a Customer's account was authorised by such Customer.  

18.13 The User agrees and confirms that it shall remain solely liable after the termination of these Terms for all Chargebacks, refunds, penalties, loss, damages or cost incurred by iVeri's Acquiring Banks, Payment Schemes and/or Customers and for all claims and proceedings arising against iVeri and/or an Acquiring bank with respect to these Terms.

19 AUDIT RIGHTS

19.1 iVeri shall have the right to audit the User on reasonable prior written notice to the User to ensure the User's compliance with these Terms and the User shall be required to cooperate with iVeri and/or the banks in its carrying out of any such audit exercise and shall allow access to the User premises, data, records, systems and/or other facilities including the User's online ecommerce systems for such purposes. 

19.2 Should any such audit exercise reveal that the User is not in compliance with any of these Terms, or the User refuses to cooperate in any audit exercise iVeri reserves the right to suspend or terminate the Service with immediate effect or at its election, to request that the User correct such non-compliance within a stipulated time period, failing which the User's use of the Service will be suspended or terminated. 

20 USER AND CUSTOMER DATA

20.1 The User shall protect and, save where required by Applicable Laws, not disclose any Customer Data which the User may receive while carrying out the payment transactions via the Service. The User shall handle Card information in accordance with the standards and guidelines that are issued by PCI-DSS from time to time and the User indemnifies iVeri against any and all claims arising from the User's failure to comply with its obligations under this clause.

20.2 The User acknowledges and agrees that –

20.2.1 Payment Schemes to which iVeri discloses information may (i) maintain databases (which may be available to third parties including Card Issuers, regulators and other authorities) containing information regarding the conduct of transactions by users / merchants; and/or (ii) categorise undesirable conduct of users; and

20.2.2 If the Service (or any aspect thereof) or the Terms are terminated pursuant to clause 24, relevant Payment Schemes may, subject to Applicable Law, be notified and may retain such information in accordance with their normal practice.

20.2.3 iVeri shall have no liability to the User for any inaccuracy in the information provided to any third parties pursuant to this clause 20, provided it acted in good faith.

20.2.4 The User shall abide by Applicable Law, and its contractual and other obligations to its Customers, in providing Customer Data to iVeri and processing Customer Data through the use of the Service.

20.2.5 The User shall provide such information and offer such choices to, and obtain such consents from, its Customers as are reasonably required to enable iVeri to use and disclose the Customer Data as set out in clause 23.2 in accordance with Applicable Law. Where a required consent to (or failure to exercise an opt-out from) use of Customer Data for any of the purposes specified in clause 23.2 cannot be made a condition to processing a transaction under Applicable Law, the User shall (i) nonetheless use reasonable endeavours to facilitate Customer choices allowing such use and disclosure; and (ii) promptly notify iVeri in writing of any required consent which is withheld or subsequently withdrawn and any optout choice which is exercised.

20.2.6 The User acknowledges that iVeri may be required to contact any Customers to provide information and seek consents as necessary to allow iVeri to use and disclose Customer Data as set out in clause 23.2 in accordance with Applicable Law. The User shall take such steps, consistent with Applicable Law, as iVeri may reasonably request in writing to facilitate these communications.

21 TERM AND TERMINATION

21.1 These Terms shall commence -

21.1.1 in respect of the obligations of the User, on the User's acceptance of the Terms by clicking on the designated ''ACCEPT'' button during the Merchant Onboarding Process as contemplated above; and 

21.1.2 in respect of the obligations of iVeri, upon iVeri's determination in its sole discretion that the User has met the criteria to be given access to the Service and it has decided to give the User access to the Service,

and shall remain in force until further notice or until terminated in accordance with its terms.  

21.2 The User may cancel these Terms in writing at any time within 14 (fourteen) days, beginning on the day after the User accepts the Terms as contemplated above. 

21.3 Without limitation to any other provisions contained in these Terms, iVeri has the right to terminate the Terms, without cause, on 60 (sixty) days' notice to the User.

21.4 If iVeri’s agreement with any bank in relation to the Service expires or is terminated, then these Terms shall terminate immediately. iVeri shall have no liability to the User in this regard.

21.5 In the event of either of the parties ("Defaulting Party") committing a material breach of any of the Terms and failing to remedy such breach within a period of 14 (fourteen) days after receipt of a written notice from another party ("Aggrieved Party") calling upon the Defaulting Party to do so, then the Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the Terms or to cancel these Terms without further notice, and in either case to claim and recover damages from the Defaulting Party. 

21.6 iVeri may at any time by notice in writing terminate the Agreement if the User, if a company, passes a resolution, or a court makes an order, that it be wound up, otherwise than for the purpose of a reconstruction or amalgamation performed in good faith, or is placed into business rescue or is provisionally or finally liquidated, a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof, or it is unable to pay its debts under the laws of any jurisdiction.

21.7 Without limiting any other provision of these Terms, iVeri reserves the right to suspend and/or block access to the User’s Profile, refuse the User access to the Service and terminate these Terms immediately if (i) it comes to iVeri’s attention or iVeri otherwise has reasonable grounds to believe, that the User uses or will use the Profile in violation of these Terms or any Applicable Law or regulation (including the Regulations) or the Payment Scheme Rules, (ii) information relating to technical or administrative routines for data security has been revealed so that there are reasonable grounds to believe that the User’s Profile will be abused, or (iii) there are other reasonable grounds to believe that the User’s Profile has been abused or will be abused.

21.8 In addition to any other rights and remedies that iVeri may have under these Terms or otherwise, iVeri shall be entitled to terminate these Terms, upon written notice to the User if –

21.8.1 iVeri is empowered or required to do so by the rules or directions of any Payment Scheme or the Acquiring Bank for any reason whatsoever. Such termination such be effective immediately upon issuance of the relevant notice.

21.8.2 an Acquiring Bank, any card association, industry regulation or professional body, instructs iVeri to terminate the license granted to the User under Terms;

21.8.3 iVeri determines that continuing to provide the Service to the User represents increased risk of loss or liability or risk to reputation to iVeri or any of its affiliates;

21.8.4 the User engages in any trading practices or other activity which might give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;

21.8.5 security granted by the User under the Terms ceases to be sufficient, enforceable or available; and

21.8.6 the User breaches any rules of a card association, industry regulation or professional body.

21.9 Upon termination of these Terms, iVeri shall account to the User for any funds kept on behalf of the User after the deduction of any applicable Service Fees. 

21.10 Upon termination, the User shall no longer be entitled to use the Service and the licence granted under these Terms shall terminate with effect from the date of such termination.

21.11 The provisions of paragraph 11 above shall, despite the termination of the Terms, survive and continue to apply.  

22 CONFIDENTIALITY

22.1 During the term of this Agreement and for two years from the date that this Agreement is terminated, the Receiving Party may not use Confidential Information for a purpose other than the performance of its obligations under this Agreement. In particular, the Receiving Party may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in accordance with the provisions of this clause 22. 

22.2 During the term of this Agreement the Receiving Party may disclose Confidential Information to any of its directors, other officers, employees, agents, Affiliates, delegates, sub-contractors and customers on a strict need-to-know basis to the extent that disclosure is necessary or desirable for the purposes of this Agreement. The Receiving Party shall ensure that any such recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if such recipient was a Party to this Agreement. 

22.3 Clauses 22.1 and 22.2 do not apply to Confidential Information: 

22.3.1 which is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party's or other recipient's breach of this Agreement; 

22.3.2 which can be shown by the Receiving Party to the Disclosing Party's satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party, or 

22.3.3 to the extent required by Applicable Law provided that in these circumstances the Receiving Party shall advise the Disclosing Party of same prior to such disclosure, in order for the Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard. 

22.4 If the Receiving Party receives a notice from a governmental authority or faces legal action to disclose Confidential Information received under this Agreement, then the Receiving Party shall promptly, if not prohibited by law/notice/governmental authority, notify the Disclosing Party of the same such that the Disclosing Party may have the opportunity to intercede, obtain protective order and contest such disclosure and, upon request, shall cooperate with the Disclosing Party in contesting such a disclosure. Further, the Parties agree that in event the Receiving Party is required to disclose the Confidential Information pursuant to the legal action, notice, order, it shall not disclose any Confidential Information in excess of the legal requirement and to any other person. 

23 PROCESSING OF PERSONAL DATA

23.1 In order to provide (improve or develop) the Service, iVeri may be required to process the User's and the Customer's personal information (as defined in the Protection of Personal Information Act No. 4 of 2013 ("POPIA") and any other applicable legislation in the jurisdiction where the Service is provided) ("Personal Information"), including Customer Data, which shall be carried out in accordance with the Privacy Policy.

23.2 The User hereby consents as per Annexure A to iVeri's use of its Personal Information and warrants that it will procure the necessary consents and/or authorisations from its Customers necessary for the processing of their Personal Information to enable iVeri to process the Customer's Personal Information to the extent relevant. In the event that the User has failed to procure its Customer's valid consent and/or authorisation as contemplated in this clause 23.2, the User hereby warrants that the sharing of its Customer's Personal Information to iVeri for purposes of the Service is based on one or more of the alternative grounds for processing (i.e., other than consent) under POPIA. Furthermore, the User indemnifies iVeri from and against any and all claims or losses arising from or relating to iVeri's processing of its Customer's Personal Information pursuant to these Terms.

23.3 iVeri undertakes to collect and process all Personal Information for the purpose of providing the Service in accordance with the Applicable Laws and regulations (and more specifically, POPIA) and the Privacy Policy. The User may at any time withdraw its consent to the processing of its Personal Information or the Personal Information of its Customers by contacting iVeri through the Website. The User is aware that, as its consent to the processing of Personal Information is an essential requirement for iVeri's provision of the Service, such withdrawal of consent will result in iVeri being entitled to immediately suspend the Service and terminate these Terms on notice to the User.

23.4 The User hereby consents to iVeri disclosing the User's Personal Information and/or its Customers' Personal Information to third parties, including (i) iVeri’s suppliers; (ii) iVeri’s Acquiring Bank networks; (iii) any relevant authorities; and (iv) to other banks and financial institutions. 

23.5 The User consents to its and its Customer's Personal Information submitted to iVeri being transferred outside of the jurisdiction where the Service is provided in accordance with the applicable laws and regulations. The User warrants that it will procure the necessary consents and authorisations necessary for iVeri to transfer the Customer's Personal Information to third parties. 

23.6 Subject to any Applicable Laws and regulations, the User consents to iVeri storing the User and/or its Customer's Personal Information for the period which is the longer of (i) 5 (five) years from the end of the calendar year when the consent to processing was granted by the User; (ii) 5 (five) years from the end of the calendar year during which the last payment transaction was carried out using the Service; or (iii) 5 (five) years from the end of the calendar year when the User last logged into the User’s Profile through the Website or the Software.

23.7 The User shall immediately notify iVeri on becoming aware of any actual or suspected breach relating to any Customer Data.

24 FRAUD PREVENTION

24.1 iVeri may offer or require the User to accept certain fraud prevention services ("Fraud Prevention Services").  Where the User receives any Fraud Prevention Services, it will comply with any additional terms governing those Fraud Prevention Services as set out in the Service Description.

24.2 The User acknowledges and agrees that the processing of transactions and/or the making of Payouts may be delayed and/or suspended where iVeri has a reasonable suspicion that a transaction may be fraudulent or involve other criminal activity.

24.3 The User must not submit, and iVeri shall not accept, any transaction that the User and / or iVeri either knows is, or should have known was, illegal. For the avoidance of doubt, for the purposes of this clause 24.3 the User is deemed to be responsible for the conduct of its employees, agents and representatives.

24.4 The User shall at all times provide iVeri with reasonable assistance on request for the prevention and detection of fraud or other criminal activity in respect of transactions. The User consents to the disclosure by iVeri of any information concerning acquired transactions to any card association, Card Issuer and other financial institution, for use in any established fraud prevention scheme. 

25 USER REPRESENTATIONS AND WARRANTIES

25.1 The User represents and warrants to iVeri that: (i) where the User is a juristic person, the User is a company duly incorporated, organised and/or authorised and in good standing under Applicable Laws; (ii) it has full capacity, power and authority to enter into and abide by the Terms and to exercise its rights and perform its obligations hereunder; (iii) all corporate action required (where applicable) to enter into the Terms by the User and the exercise by it of its rights and the performance by it of its obligations under the Terms has been duly taken; and (iv) the User will use the Service in good faith, in accordance with the terms of the Terms and in accordance with all Applicable Law and Payment Scheme Rules.  In particular, the User will not use the Service in a manner that that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations; and (v) iVeri is not part of, nor participate in sales and procurement contracts executed between the User and its Customers. The User shall comply with consumer obligations, data privacy obligations, tax obligations, exchange obligations or any other obligation applicable under Applicable Laws.

26 NOTICES AND TRANSFER

26.1 Written notices from iVeri to the User will be in English and sent by email to the email address specified by the User. A notice that has been sent to the User in this manner shall be deemed to have been received by the User no later than the following day.

26.2 The User shall not transfer any rights or obligations under these Terms, including in connection with the Service or the User’s Profile to a third party without iVeri’s written consent. iVeri has the right to fully or partially transfer iVeri’s rights under these Terms to another party without the consent of the User.

27 ADDITIONS AND AMENDMENTS

27.1 iVeri has the right, from time to time, to make additions and amendments to these Terms. The User shall be informed of proposed amendments or additions no later than 2 (two) months prior to them coming into effect. If the User does not accept the amendments or additions, the User is entitled to terminate these Terms and will be denied further access to the Service. In such a case, the User must immediately stop using the Service. If the User does not notify iVeri of its intention to terminate the Terms within the 2 (two) months, iVeri can assume that the User has accepted the amended Terms.

27.2 iVeri shall always have the right to immediately adopt amendments (including price changes) required by law, regulation (including Regulations) or authority decision or by Payment Scheme Rules.

28 DISPUTES AND CONFLICTS 

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of South Africa. The parties irrevocably agree that competent courts, forums, ombuds or tribunals of the Republic of South Africa shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or the subject matter thereof or formation (including non-contractual disputes or claims).

Annexure A 


LEGAL AND GENERAL INFORMATION

iVeri is legally obliged to verify and retain information received from you. Apart from the information you will provide in your application, iVeri may require additional documentation and information from you. 


PRIVACY CONSENT 

I provide my express consent to iVeri to process my personal information as defined in legislation, including fingerprints, biometric personal identification details, photographs and identity verification in terms of the Financial Intelligence Centre Act of 2001, for purposes of providing services and preventing fraud and money laundering, and to send my personal information to third parties in order to provide a service to me, and also to send such information to foreign countries, when necessary, by electronic or other means for processing. I understand that such countries may not have specific data privacy laws. 


FURTHER PROCESSING 

iVeri may search, update or place my records at credit reference bureaus and government agencies in order to verify my identity and also make any enquiries that it deems necessary to confirm the details on this form for marketing purposes.


COMMUNICATION AND MARKETING 1 

iVeri may:

inform me of new iVeri products and special offers;

present exclusive offers from other organisations to me;

use chosen methods of communication, as well as my personal information to market its products to me, including electronic marketing and telesales, until I give an instruction to the contrary. 


CONFIRMATION

I confirm that I fully understand the contents hereof and that I am completing it of my own free will.

I warrant that I have fully and truthfully answered all questions and responded to requests for information as part of the onboarding process.

iVeri may undertake identity and fraud prevention checks. 

All consents provided in this document will survive any contractual relationship that I have with iVeri, unless I provide written notice to iVeri that I have cancelled such consents.


[Version 1 May 2021]