|
<br />I
<br />
<br />will be responsible for any Card Organization charges assessed as a result
<br />of your limited acceptance and any and all costs incurred by us as a result
<br />of your election.
<br />
<br />b) You must honor any valid and applicable Visa and MasterCard Cards,
<br />including credit, off-line debit and online debit Cards, properly tendered
<br />for use, as well as any properly tendered Electron card or EBT Card,
<br />without imposing any special conditions not required by any Rules.
<br />However, if you do not deal with the public at large (for example, if your
<br />business is a private club), you are required to honor a valid Card only if
<br />presented by a Cardholder who has purchasing privileges or a membership
<br />with you. You may offer a "discount for cash" if you clearly disclose this
<br />as a discount from the standard price available for all other means of
<br />payment. You may present Card transactions to us only for the activities
<br />and in the volumes described on the Application, including the percentage
<br />of MOrrOIIO transactions. Any Card transaction volume exceeding the
<br />volume indicated on the Application by more than twenty five percent
<br />(25%) must be approved in writing by our authorized officer before you
<br />submit Card transactions to us. You must submit any Card transaction
<br />drafts and records to us no later than five (5) calendar days or three (3)
<br />banking days (whichever is earlier)(and no later than two (2) business days
<br />for Electron Cards) after you complete Card transactions (unless you are
<br />entitled to any special extension of these deadlines), These are outside
<br />deadlines. and faster time frames are recuired to cualify for incentive
<br />DrOlmlms. if aDDlicable, Unless otherwise specifically provided in this
<br />Agreement or the applicable requirements of Visa or Visa International, all
<br />provisions of this Agreement applicable to Visa Cards also will apply to
<br />Electron Cards. Electron Card transactions are permitted only in face-to-
<br />face transactions when the Card and the Cardholder are present. You must
<br />process any Electron Card transactions through an electronic data capture
<br />terminal that obtains an electronic Authorization response and prints a
<br />transaction receipt. You agree to check the valid date and expiration date
<br />of each Card presented. You have a zero "floor limit", which means you
<br />agree to process only Card transactions for which you have received an
<br />Authorization, Obtaining an Authorization will not assure payment to you
<br />for a Card transaction, The fact that an Authorization is obtained by you
<br />will not affect our right thereafter to revoke Authorization of a Card
<br />transaction or to charge back the transaction to you, except if prohibited by
<br />the Rules. In no event will the fact that an Authorization is obtained by
<br />you be deemed to be our representation or warranty, either express or
<br />implied, that the particular Card transaction is in fact a valid, authorized or
<br />undisputed transaction entered into by the Cardholder. If you are
<br />approved to utilize batch Authorization by us, you may obtain batch
<br />Authorization for certain sales after such sales have occurred provided,
<br />however, that Authorization for each transaction is obtained by end of the
<br />calendar day upon which such sale was initiated and that you do not
<br />presort the batch by account number or BIN. Further, you explicitly agree
<br />that you will be responsible for any fines, fees, Chargebacks, assessments,
<br />and declined or disputed transactions that may result from using a batch
<br />Authorization process.
<br />
<br />For each Card transaction submitted to us, you represent and warrant that:
<br />(a) the transaction represents obligations of the Cardholder for the amounts
<br />in the transaction (including tax, but without any surcharge) and only for
<br />merchandise actually sold or rented or services actually rendered by you
<br />(except for any delayed delivery or advance deposit authorized by the
<br />Rules and this Agreement) and does not involve any element of credit for
<br />any other purpose, (b) the transaction represents a bona fide sale/rental of
<br />merchandise and/or services not previously submitted and, except as
<br />otherwise provided in the Rules, does not represent a refinancing of any
<br />prior obligation (including any obligation otherwise owed to you by a
<br />Cardholder, or arising from the dishonor of a personal check), (c) the price
<br />charged for the transaction is not be subject to any dispute, setoff or
<br />counterclaim, (d) the transaction does not result from any transaction
<br />outside of your normal course of business, as described in the Application,
<br />and (e) you have no knowledge or notice of any fact, circumstances or
<br />defense which would indicate that the transaction was fraudulent or not
<br />authorized by the Cardholder or which would otherwise impair the validity
<br />or collectibility of the Cardholder's obligation or relieve the Cardholder
<br />from liability for the transaction.
<br />
<br />Unless we otherwise agree in writing, you may not accept Card
<br />transactions for services or products that will be delivered or provided
<br />more than thirty (30) days from the date you submit any portion of said
<br />transaction for settlement. You may not process transactions using your
<br />own, personal or business Cards or those of your employees, officers,
<br />spouses, etc. Transactions of this type can be considered advances of cash
<br />and are not permissible under this Agreement or the Rules and regulations,
<br />You acknowledge that we may use an ISO/MSP operating under
<br />applicable Rules and regulations. ISO/MSP is an independent contractor
<br />and not an agent of BA Merchant Services/Bank, ISO/MSP has no
<br />authority to execute the Agreement on our behalf or to alter the terms
<br />
<br />I
<br />
<br />I
<br />
<br />BAMS MSA (8-2-05)
<br />
<br />Page 9 of 19
<br />
<br />hereof without our prior written approval. Any alteration of the terms of
<br />this Agreement must be initialed 3Ild approved by us,
<br />
<br />You will be responsible for the quality and accuracy of all data provided to
<br />us. We may, at our option, return to you for correction before processing
<br />any data submitted by you which is incorrect, illegible or otherwise not in
<br />proper form. If you do not provide your data to us in accordance with our
<br />specified format and schedule, we will use reasonable efforts to reschedule
<br />and process the data a~ promptly as possible, but related expenses incurred
<br />by us will be charged to you.
<br />
<br />We will make the services selected by you operational and available to
<br />you upon a mutualIy agreed upon implementation plan. You agree to
<br />cooperate with us and provide us with all necessary information and
<br />assistance required for us to successfully make the services operational
<br />and available to you. You agree that, except as otherwise contemplated
<br />herein or otherwise permitted by us, you will use the services provided by
<br />us only for your own internal and proper business purposes and will not
<br />resell, directly or indirectly, any of the services or any portion thereof to
<br />any third party.
<br />
<br />3. ManualslInstructions. We will provide or make available to you the
<br />Manuals/Instructions and may from tiP.le tQ .time otherwise advise you of
<br />requirements imposed by the Rules' by providing you with relevant
<br />portions or summarizations thereof of the rules, regulations, releases,
<br />interpretations and other requireinents of Visa, MasterCard and any other
<br />issuers of Cards, including Debit lUld EBT Networks, which you accept as
<br />specified in the Application. You agree to follow the procedures in the
<br />ManualslInstructions in connection with each Card transaction and to
<br />comply with all requirements of the Rules. Unless the context clearly
<br />requires otherwise, references to this Agreement include the
<br />ManualslInstructions and the Rule provisions. If there is any conflict
<br />between the terms of this Agreement an!! the ManualslInstructions, the
<br />terms of this Agreement will goveni, except to the extent the
<br />ManualslInstructions specifically provides that a particular provision in it
<br />overrides any conflicting provision in this Agreement. Additional
<br />information is available at the Visa web site (download the "Card
<br />Acceptance & Chargeback Cycle 'Management Guide" under the
<br />"Operations & Risk. Management" section at
<br />lmp;\I"_\lJm!\ 1"Ll'VJl1,h~ll'l!c~,~,d!H:g.I2Lm!L.Yl.1i!!) and the MasterCard
<br />web site (download the "Merchant Rules" under the "Accept MasterCard"
<br />section at (b.lli',,"-~)L\r"'-.JPJ!!il~rGlI.!:'4J1l~rc!laJ\\~\:~lt1).
<br />
<br />4. Merchant Representations. You represent that (a) you have the full
<br />power and authority to sell the products and services you offer and to
<br />display the advertisements you use; (b) no products or services offered by
<br />you constitute a violation of any applicable law and you will not accept a
<br />Card for any illegal transaction; (c) you will prominently and
<br />unequivocally inform each Cardholder of your identity at all points of the
<br />interaction between the Cardholder and you so that the Cardholder can
<br />readily distinguish you from any other party such as a supplier of goods or
<br />services to you; (d) the products and services offered by you and the name
<br />of your business do not infringe upon the rights of any other person,
<br />including, without limitation, trademark, copyright, confidentiality or
<br />patent rights; and (e) you will not sell, market or display any products or
<br />services that would jeopardize the Bank's reputation.
<br />
<br />For each Card transaction submitted to us, you represent and warrant that:
<br />(a) the transaction represents obligations of the Cardholder for the amounts
<br />in the transaction (including tax, but without any surcharge) and only for
<br />merchandise actually sold or rented or services actually rendered by you
<br />(except for any delayed delivery or advance deposit authorized by the
<br />Rules and this Agreement) and does not involve any element of credit for
<br />any other purpose, (b) the transaction represents a bona fide sale/rental of
<br />merchandise and/or services not previously submitted and, except as
<br />otherwise provided in the Rules, does not represent a refinancing of any
<br />prior obligation (including any obligation otherwise owed to you by a
<br />Cardholder, or arising from the dishonor ofa personal check), (c) the price
<br />charged for the transaction is not be subject to any dispute, setoff or
<br />counterclaim, (d) the transaction does not result from any transaction
<br />outside of your normal course of business, as described in the Application,
<br />and (e) you have no knowledge or notice of any fact, circumstances or
<br />defense which would indicate that the transaction was fraudulent or not
<br />authorized by the Cardholder or which would otherwise impair the validity
<br />or collectibility of the Cardholder's obligation or relieve the Cardholder
<br />from liability for the transaction.
<br />
<br />5. Additional Cards. Our sole responsibility for transactions involving
<br />Cards issued by American Express, Diners Club/Cane Blanche, Discover
<br />Financial Services, Inc. (the issuer of Discover Cards and certain other
<br />c.ards) and lCB will be to provide the services which we have agreed to
<br />provide, as specified in the Application.
<br />
<br />Except to the extent the Application specifies that we will provide
<br />settlement services for any of these additional Card transactions, we will
<br />
|