Merchant Terms

The Mews Platform allows you to take payments from your guests and access related financial services. These services are provided by regulated third-party Payment Service Providers ("PSPs"). Mews is not the principal provider of payment, acquiring or financial services, and does not itself process payments or hold funds. Depending on your location and the services you use, one or more PSPs may be involved.

How payments flow: When your guest pays for goods, services or a reservation thereof, the Mews Platform securely captures the payment details and transmits them to the relevant PSP and payment networks (such as Visa, Mastercard and acquirers) for authorisation, capture and settlement. Once processed, the net amount - after deduction of fees, fines, chargebacks and refunds - is settled to your designated bank account or to a wallet or Sub-Merchant Account opened in your name.

Your direct relationship with the PSP: To establish a direct contractual relationship with your PSP, you will be asked to accept that PSP's terms and conditions, which form your "Sub-Merchant Agreement". The Sub-Merchant Agreement, and not these Merchant Terms, govern the regulated payment and acquiring services provided to you.

If you are established in the United States: You may also be asked to enter into an Acquiring Addendum, which forms a tripartite contract between you, Member and PSP. Member is a bank regulated in the United States of America that acts as an acquiring member of the scheme owners (such as Visa or Mastercard).

This preamble is of informative nature only and is not legally binding.

1.1 The Commercial Schedule you have entered into with Mews or its Affiliates, together with the Mews Master Terms & Conditions and the Mews Legal Terms at https://www.mews.com/en/legal/mews-master-terms-and-conditions, (collectively the "Agreement") govern your use of the Mews Platform and incorporates these Merchant Terms ("Merchant Terms"). The Merchant Terms cover the facilitation, through the Mews Platform, of payment processing, acquiring services and related reporting.

1.2 The provisions of these Merchant Terms shall apply to any Payment Processing Services provided under the relevant Commercial Schedule concluded between Mews and Partner.

1.3 This version of the Merchant Terms is valid and effective from the Merchant Terms Effective Date as stated above and completely replaces any prior versions of the Merchant Terms

2.1 The headings and structure of these Merchant Terms, as well as any examples provided under certain clauses (if any), shall not affect its interpretation.

2.2 Any capitalised terms not defined in these Merchant Terms shall have the meaning as set out in the Master Terms and Conditions ("MTCs"):

"Agreement" means the MTC, each applicable Commercial Schedule, any Statement of Work, and all documents incorporated by reference into any of them (including these Merchant Terms) that collectively constitute the full agreement between Mews and Partner in respect of the Services.

"Acquiring Addendum" means a contract concluded between Partner, Member and Payment Service Provider with respect to the Payment Processing Services. For US Partner's only.

"Account Holder" means any person who is authorised to use any payment method or financial service issued or provided to him/her.

"Affiliate(s)" means Affiliate(s) as defined in the Master Terms and Conditions.

"Card Not Present ("CNP") Transaction" means Transaction by a cardholder or on behalf of the cardholder where the cardholder (or their card) is not physically present at the point of sale at the time of the Transaction.

"Card Scheme(s)" mean parties who regulate a specific payment method, such as VISA or MasterCard.

"Partner" means Partner as defined in the Master Terms and Conditions.

"Chargeback" means a Transaction that is successfully charged back on the request of the Account Holder or the issuing bank pursuant to the relevant Scheme Rules resulting in a partial or full reversal of Transaction in respect of which a Partner has been paid or was due to be paid.

"Chargeback Fee(s)" mean fees paid by Partner in respect of Chargeback.

"Interchange & Scheme Fee(s)" mean the interchange, network dues, assessments and any other applicable Card Scheme fees set by the relevant Card Scheme in connection with the processing and settlement of a Transaction, being fees that are passed through to Partner at cost. These fees are determined by the relevant Card Scheme, are outside Mews' control and may change in accordance with the relevant Card Scheme Rules.

"Master Terms and Conditions or MTCs" means the current version of the Master Terms and Conditions (available at: https://www.mews.com/en/legal/mews-master-terms-and-conditions) including all schedules and other documents appended thereto by reference, which are also available on the relevant Mews website and may be amended from time to time by Mews. Any reference to General Terms and Conditions for Partner's in the Agreement signed prior to the 1st of May 2021 (if applicable) shall be read as the reference to these Master Terms and Conditions.

"Member" means an acquiring bank identified in the Acquiring Addendum.

"Merchant Fee(s)" means, collectively, all fees payable by Partner in connection with the Payment Processing Services, including the Chargeback Fee(s), Interchange & Scheme Fee(s), Payment Request Fee(s), Refund Fee(s), Transaction Fee(s), Tokenisation and Card Protection Fee(s) and any other fees agreed between Mews and Partner in the Agreement.

"Merchant Terms" mean these Merchant Terms, and all schedules and other documents appended hereto by reference.

"Mews" means Mews as defined in the Master Terms and Conditions.

"Mews Platform" means Mews Platform as defined in the Master Terms and Conditions.

"Services" mean Mews Services defined in the Master Terms and Conditions.

"Mews Website" means https://www.mews.com/ or https://www.mewssystems.com/

"Payment Processing Services" mean payment processing and acquiring services provided by respective Payment Services Provider and/or Member (if applicable).

"Payment Request Fee(s)" means the fees charged for a Transaction processed by Mews terminals as set out in the Commercial Schedule.

"Payment Services Provider" or "PSP" means payment services provider identified in the relevant Commercial Schedule.

"Point of Sale (POS) Transaction" means Transaction submitted for processing by a cardholder via POS terminal where the card is physically swiped through a reader or EMV chip is processed at the time of the Transaction.

"Refund" means a partial or full credit of a particular Transaction whereby the funds are reimbursed to the Account Holder on the initiative or request of Partner.

"Refund Fee(s)" mean the fees payable by Partner for processing a Refund, as set out in the Commercial Schedule. For the avoidance of doubt, Interchange & Scheme Fees and other fees incurred on the original Transaction are not refunded when a Refund is processed.

"Scheme Rules" mean guidelines, bylaws, rules, and regulations, procedures and/or waivers issued by the Scheme Owners and other financial institutions that operate payment methods and networks supported by Payment Services Providers (including the payment card network operating rules for Visa, MasterCard, or the American Express networks, Bacs, CHAPs, and SEPA operating rules).

"Sub-Merchant Account" means Partner's account on respective Payment Services Provider's platform.

"Sub-Merchant Agreement" means agreement concluded between Partner and Payment Services Provider with respect to the Payment Processing Services (pursuant to the Commercial Schedule).

"Term" means Term as defined in the Commercial Schedule for Partner's.

"Territory" means territory as defined in the Commercial Schedule for Partner's.

"Tokenisation and Card Protection Fee(s)" means the fees payable by Partner for card tokenisation and security-related services applied to Transactions, as set out in the Commercial Schedule.

"Transaction" means authorisation request of Account Holder for a Payment from the Account Holder to Partner submitted by Partner to Payment Services Provider and/or Member (if applicable).

"Transaction Fees" means the applicable fees payable by Partner for the provision of the Payment Processing Services, calculated under the pricing model specified in the Commercial Schedule (whether Interchange++ or Blended pricing), and excluding Interchange & Scheme Fees, Chargeback Fees, Refund Fees and Tokenisation and Card Protection Fees.

3.1 Facilitation of Payment Processing Services

Based on the provisions of the Commercial Schedule, Mews agrees to facilitate Payment Processing Services through Mews Platform and provide other support and services in the scope agreed in the Agreement. The Partner agrees to pay Transaction fees and any other fees specifically agreed in the Commercial Schedule.

3.2 Territory

The Payment Processing Services will be made available in the Territory defined in the Commercial Schedule.

3.3 Master Terms and Conditions

Any services provided by Mews shall be subject to MTC for Partner's. In the event of any conflict between these Merchant Terms and MTC in relation to Payment Processing Services provided to the Partner, these Merchant Terms shall prevail.

3.4 Mews Add-ons

Partner may purchase Mews Add-ons through Mews Marketplace or by other means as offered by Mews subject to the Merchant Fees for Mews Add-on as set forth by Mews. The Merchant Fees for Mews Add-on are payable on monthly basis, unless different billing cycle is specified by Mews, and are set in EUR. For the avoidance of doubt, Mews Add-ons purchased are coterminous with the Subscription Term and cannot be cancelled within the Subscription Term. Mews Add-ons shall renew automatically pursuant to Term as set out in the Commercial Schedule. Mews may remove any Mews Add-on and/or update any Mews Add-on at any time and at its sole discretion.

3.5 Trial period for Mews Add-on

Some Mews Add-ons may be offered free of charge for a trial period as specified for the given Mews Add-on. Where the introduction of a Mews Add-on results in additional fees or a material change to the functionality of the Mews Services, Mews shall provide the Partner with no less than thirty (30) days' prior written notice. Such notice shall specify the nature of the Mews Add-on, any applicable fees, the effective date, and the process for the Partner to decline the Add-on.

The Partner may opt out at any time during the trial period and/or within thirty (30) days' receipt of notice from Mews without charge. Opt-out requests must be submitted via the method specified in the notice. If the Partner does not opt out, the Mews Add-on and any associated fees will apply from the effective date. Upon expiration of the trial period, the Partner is deemed to have accepted all terms and policies (if any) applicable to the Mews Add-on and is obliged to pay the applicable fees for Mews Add-on.

3.6 Introduction of New Features

Mews may, from time to time, introduce new products, features, or enhancements ("New Feature") to the Mews Services. Where the introduction of a New Feature will result in a change, clause 12 shall apply.

3.7 Regulatory Third-Party Compliance

Where a New Feature or Mews Add-on involves additional regulatory obligations (including but not limited to KYC/KYB requirements, data sharing with third parties, or changes impacting compliance under applicable laws), or is provided by a third-party payment service provider, Mews shall obtain any additional consents required before activation.

For such features, the Partner will be provided with the relevant third-party terms and conditions and must provide consent prior to activation and before any applicable fees are charged. Failure to provide such explicit consent will result in the Partner not being enrolled in the New Feature or Mews Add-on.

4.1 Direct contractual relationship between Payment Services Provider and Partner

Partner agrees that Payment Processing Services will be provided by Payment Services Provider based on the Sub-Merchant Agreement.

5.1 Direct contractual relationship between Payment Services Provider, Partner and Member

If the Partner is established in the United States of America, the Partner agrees that Payment Processing Services may be provided by the PSP and/or Member in accordance with the Sub-Merchant Agreement and/or Acquiring Addendum.

6.1 Initial KYC verification

Partner will need to pass KYC (know your customer) verification in order to (i) use the Payment Processing Services, and (ii) enable Mews and/or Payment Services Provider and/or Member (if applicable) to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services and other applicable laws and regulations. As part of the KYC verification process Partner shall provide complete, accurate and up-to-date information about its activities, shareholders, ultimate beneficial owners and other information as further stated in KYC Verification Form provided by Mews. Once all the required information is provided, Mews and/or Payment Services Provider and/or Member (if applicable) shall perform verification of Partner. Partner agrees that Mews and/or Payment Services Provider and/or Member (if applicable) may run further checks on Partner's identity, creditworthiness and background by contacting and consulting relevant registries and government authorities. As a result of Partner's verification Mews and/or Payment Services Provider and/or Member (if applicable) shall have the right, at its sole discretion, to accept or refuse providing Payment Processing Services and/or other services to Partner. By entering into this Agreement you hereby consent to know your customer (KYC) background checks, anti-money laundering and anti-terrorist financing verifications as required by law.

6.2 Changes to KYC information

Partner shall notify in advance Mews of any changes relating to information provided as part of the KYC verification process. As KYC requirements may be updated from time to time to ensure compliance with regulatory and scheme requirements, Partner shall provide without undue delay such additional information and supporting documentation to Mews and/or Payment Services Provider.

6.3 Suspension and termination

The Partner acknowledges and agrees that (i) if KYC verification process cannot be duly completed for any reason; or (ii) Partner does not notify Mews in advance of any changes according to clause 6.2 above; or (iii) Partner does not fulfil any current or future KYC verification requirement; then Mews and/or Payment Services Provider and/or Member (if applicable) may (a) suspend the provision of Services to the Partner; or (b) limit the functionality available to a Partner until KYC verification process is duly completed; or (c) terminate the Agreement with immediate effect.

6.4 Authorized disclosure of Partner's KYC Verification Form

Mews shall have the right to disclose KYC Verification Form completed by Partner to PSP, Payment Services Provider's Affiliates, Member, Mews' Affiliate(s) and authorities competent to receive disclosures required or permitted under applicable law. By signing this Agreement, you agree and consent to this disclosure.

7.1 Prerequisites for using Payment Processing Services

Partner may use the Payment Services from the moment Partner has fulfilled the following: (i) completed KYC Verification Form and passed KYC verification conducted by Mews, (ii) concluded Sub-Merchant Agreement, (iii) concluded the Agreement, (iv) concluded Acquiring Addendum (if applicable) and (v) been approved by Payment Services Provider and/or Member (if applicable), and Mews, as eligible for Payment Processing Services.

7.2 Acceptance by Mews

Mews' accepts Partner as user of the Payment Processing Services solely for Partner's own business purposes, meaning to take payment for Partner's own products and services. Partner may not use the Payment Processing Services to facilitate the payment for products or services sold by third parties, for personal use, or to resell the Payment Processing Services to third parties.

7.3 Purpose

Partner wishes to use the Payment Processing Services with respect to payments for the Partner's product and/or services as described in the Commercial Schedule. The acceptance by Mews of Partner as a Partner is strictly linked to this description of Partner's products and services.

7.4 Payment Processing Providers

Partner acknowledges and agrees that Mews may, at its sole discretion, (i) switch the provision of Payment Processing Services from one PSP to another PSP, or (ii) switch the provision of Payment Processing Services from one Member to another Member. Payment Processing Services may be provided to Partner by more than one PSP and/or Member (if applicable) simultaneously.

8.1 Merchant Fees

Partner shall pay Mews Payments Fees agreed in the Commercial Schedule. All prices and fees are stated in euro unless expressly specified in the Commercial Schedule.

8.2 Fee Variations

8.2.1 Mews may amend any Merchant Fees, Transaction Fees or other fees payable under the Agreement, or introduce fees for new or additional services including any true up fees, by giving the Partner not less than one (1) month's prior written notice. The notice shall specify:

    (a) the relevant fee change;

    (b) the effective date of the fee change; and

    (c) where required by applicable law, any rights available to the Partner in relation to the change.

Mews may exercise its rights under this Clause 8.2.1 for legitimate business, commercial, operational, regulatory or risk-management reasons, including to reflect changes in market conditions, service scope, operating costs, third-party costs, interchange or scheme arrangements, product functionality, or previously discounted pricing.

8.2 For the avoidance of doubt, this Clause 8.2 does not apply to:

(a) Interchange & Scheme Fees or other third-party pass-through costs charged to Partner at cost;

(b) changes to reference interest rates or exchange rates where the relevant rate is derived from a publicly available or objectively verifiable source; or

(c) fee reductions or changes that are more favourable to the Partner, whereby Mews may apply such changes immediately upon the relevant change taking effect.

8.3 Deduction and Set-off

The Partner hereby irrevocably authorises and, where applicable, undertakes to instruct the PSP and/or Member, from time to time without prior written notice and both before and after demand, to:

    (a) set off against any sums due by the PSP and/or Member to the Partner any amounts that the Partner owes to the PSP and/or Member;

    (b) from any remaining balance after the set-off in paragraph (a), deduct and pay to Mews any amounts the Partner owes to Mews (whether currently due or falling due in the future). Payments to Mews will be made first, before any remaining balance may be released to the Partner or applied for any other purpose; and

    (c) hold back that remaining balance up to the amount owed to Mews until all amounts due to Mews have been paid in full.

This authorisation cannot be withdrawn. It is given as security for the Partner's obligations to Mews and remains in full effect even if the Partner becomes insolvent, suspends payments, enters bankruptcy, administration, or any similar process.

The amounts referred to above include:

    (i) Merchant Fees;

    (ii) any fees and charges payable by the Partner based on the Commercial Schedule and/or Agreement; and

    (iii) any liabilities owed by Partner to Mews and/or the PSP and/or Member.

The Partner shall procure, maintain and not revoke all instructions and authorisations required to enable the PSP and/or Member to make the deductions and payments to Mews described in paragraph (b), including by granting such irrevocable instruction and authorisation to the PSP and/or Member under the Sub-Merchant Agreement. Such authorisation shall remain in full force and effect for the Term and for so long as any amount remains owing by the Partner to Mews.

8.4 Settlement

Following the set-off and deduction pursuant to Clause 8.3, the PSP and/or Member will settle to the Partner the net sums received and intended for the Partner, being the sums remaining after (a) set-off of all amounts due by the Partner to the PSP and/or Member, and (b) deduction of the Merchant Fees and all other amounts due by the Partner to Mews under the Agreement. Each such payment of net sums is a "Settlement", and the net sum payable to the Partner on any Settlement is a "Settlement Amount".

8.5 Invoice

Mews shall issue an electronic report for Payment Services to Partner on monthly basis.

8.6 Automatic Charges

Mews may charge Partner for any other services or products provided by Mews. Partner irrevocably authorises and shall procure that the PSP and/or Member is irrevocably instructed and authorised under the Sub-Merchant Agreement to recover any such amounts due to Mews by deduction from any sums due by the PSP and/or Member to Partner in accordance with the mechanisms set out in Clauses 8.3 and 8.4. Where any such amount cannot be recovered by deduction, Partner shall pay it to Mews in accordance with the payment terms and timelines contained in clause 8 of the MTC.

8.7 Taxes

Unless otherwise stated, the Merchant Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). The Partner is responsible for paying all Taxes associated with the Agreement. If Mews has a legal obligation to pay or collect Taxes for which Partner is responsible under this paragraph, the appropriate amount shall be invoiced to and due by the Partner unless the Partner provides Mews with a valid tax exemption certificate authorised by the appropriate taxing authority. The Partner is responsible to provide Mews with a valid VAT number and a correct bank account to enable correct billing.

8.8 Refund

In the event of a Refund, the Partner shall pay and authorises Mews to deduct from Partner's Sub-Merchant Account the fees applicable to the original Transaction being:

    (a) the transaction fee where Interchange Fee++ pricing model applies; or

    (b) the blended fee where Blended pricing model applies; and

    (c) other applicable fees;

in each case as specified in the Agreement.

"Payment" means any (card or bank) payment by a payer for purchase of Partner's goods and/or services, enabled or facilitated by the Payment Processing Services.

When the Payments are settled to you, the underlying risks associated with these Payments have not fully settled, meaning that Payments can be reversed, resulting in an obligation to pay these amounts back to the PSPs. These risks include the guest disputing transactions (Chargebacks) and refunds being issued after settlement. PSP/Member will deduct these amounts of Settlement funds due to Partner.

9.1 Underwriting

If future Settlement Amounts from PSP and/or Member to Partner are not sufficient to deduct these Chargebacks, Refunds, or Fines, PSP and/or Member can, pursuant to a unilateral agreement between Mews and PSP and/or Member (i) demand; and/or (ii) deduct these amounts from amounts held or owed to Mews by PSP and/or Member.

Where Mews, at its sole discretion, pays any amounts owed by the Partner to the PSP and/or Member (including fees, Chargebacks, Refunds and Fines), the Partner hereby irrevocably ratifies and confirms such payment as having been made on its behalf and with its authority. For the avoidance of doubt, nothing in this clause obliges Mews to make any such payment.

9.2 Reimbursement

The Partner hereby agrees to reimburse Mews in full for any amounts so paid, on first demand. The Partner obligation and liability under this clause is not subject to any limitation of liability set out in the Agreement.

9.3 Deposit

Mews and/or Payment Services Provider and/or Member may require the Partner to provide, or to maintain a deposit or reserve to cover the risk of loss to Mews, Payment Services Providers, Members, Partners, or others associated with the Partner's use of Payment Processing Services. The Partner agrees that such deposit or reserve may be funded in either or both of the following ways:

    (i) Rolling Reserve held by PSP and/or Member: whereby Mews may instruct the PSP and/or Member to withhold a portion of the amounts otherwise payable to the Partner and to hold that amount within the Partner's balance or account with the PSP and/or Member. Amounts withheld in this way are held as a reserve and are treated as off-limits for payout to the Partner and remain under Mews' control so long as any actual or contingent liability of the Partner remains outstanding. The Partner acknowledges that the PSP and/or Member may use withheld funds to satisfy Chargebacks, Refunds, fines, and other amounts owed by the Partner and that doing so does not relieve the Partner of its obligation to keep the reserve funded to the levels required by Mews; and/or

    (ii) Direct Funding: whereby Mews, the PSP and/or Member may request funds directly from the Partner, which the Partner shall provide immediately upon request.

The Partner shall procure, maintain and will not revoke all instructions and authorisations required to enable the PSP and/or Member to establish and maintain the reserve described in paragraph (i) above, including by granting such instructions and authorisations under the Sub-Merchant Agreement. Mews may require the deposit or reserve to be maintained during the Term and for a period of one (1) year after its termination.

For the sake of clarity where any deposit or reserve is held by Mews will safeguard those funds in accordance with its legal and regulatory obligations. Where the reserve is held within the Partner's balance or account at the PSP and/or Member (as described in paragraph (i) above), those amounts are held at the PSP and/or Member and are subject to the Sub-Merchant Agreement. In either case a deposit or reserve is not treated the same as a deposit held in a deposit account with a bank and, for example, will not be protected by any deposit guarantee or deposit insurance scheme.

9.4 Termination or Suspension

In the event of negative balance during the term of the Agreement (i) Mews and/or Payment Services Providers and/or Member shall be entitled to suspend processing of payments and withhold any Refunds payable to Partner; and (ii) Partner shall have the obligation to pay the outstanding balance within seven (7) days after Mews' request.

9.5 Negative Balance after the termination of the Agreement

The Partner acknowledges that the negative balance may occur also after the termination of the Agreement in connection with the Transactions processed thereunder ("Future Negative Balance"). If the deposit is retained after the termination under Clause 9.1 hereof, the Partner authorises Mews to offset the Future Negative Balance against the deposit. Otherwise, the Partner is obliged to repay the outstanding Future Negative Balance to Mews within seven (7) days after Mews' request. The Partner acknowledges that the Future Negative Balance not paid when due shall accrue default interest at the rate of 0.1% per day under the Master Terms and Conditions.

10.1 Liability

Partner shall be responsible and fully liable to Mews for Partner's use of the Payment Processing Services (including but not limited to all transactions, Chargeback Fees, refunds, claims, fines associated with such activity, or use of the Payment Processing Services in a manner prohibited under the Sub-Merchant Agreement). Partner's liability as per this clause 10.1 shall be unlimited.

10.2 Indemnification

Partner will fully indemnify, defend and hold harmless Mews and its Affiliates from and against any claims brought by a third party arising out of, any use of the Payment Processing Services by Partner, including for all transactions, chargebacks, refunds, claims, fines associated with such use, or use of the Payment Processing Services in a manner prohibited in the Sub-Merchant Agreement and/or Acquiring Addendum.

11.1 Term

These Merchant Terms shall remain in effect until the termination and/or expiration of the Agreement.

11.2 Termination

In the event the Agreement expires or is terminated, these Merchant Terms expires or is terminated as well by operation of law, without further legal action.

11.3 Termination and Suspension of Payment Processing Services

Without prejudice to clauses 6.3, 9.4 and 11.4, Mews may suspend or terminate the Payment Processing Services (a) for the reasons set out in these Merchant Terms; and (b) for any reason for which Mews may suspend or terminate the Services or the Agreement under the Master Terms and Conditions, including material breach and Partner breach (MTC clause 5(b)), insolvency (MTC clause 5(c)) and suspension (MTC clause 7), in each case subject to any cure period, notice or other condition required under the relevant provision of the Master Terms and Conditions. For the avoidance of doubt, any suspension or termination of the Agreement or the Subscription Services under the Master Terms and Conditions also suspends or terminates the Payment Processing Services to the same extent. In the event the Agreement is terminated, the Payment Processing Services are also terminated by operation of law, without further legal action.

11.4 Suspension or Termination for Fraud or Suspicious Activity

Without prejudice to any other right of suspension or termination under the Agreement, Mews and/or the PSP and/or the Member may, with immediate effect, suspend (in whole or in part) the provision of the Payment Processing Services to the Partner and/or terminate these Merchant Terms and/or the Agreement, where Mews, the PSP or the Member reasonably suspects or determines that the Partner, any Account Holder, or any Transaction or use of the Payment Processing Services involves or relates to: (i) fraud; (ii) illegal or suspicious activity; (iii) any material non-compliance by the Partner with any applicable law or Scheme Rules; or (iv) anything which might adversely affect Mews, the PSP or the Member, or their respective business or reputation. Where the relevant circumstance falls solely within limb (iii) above and is, in Mews's reasonable opinion, capable of remedy, Mews may (but is not obliged to) allow the Partner a period specified by Mews to remedy it before terminating on that ground. Nothing in this clause requires Mews, the PSP or the Member to allow any remediation period, or limits their right to suspend the Payment Processing Services with immediate effect.

Where the Payment Processing Services are suspended under this clause, Mews (acting itself or through the PSP and/or Member) may withhold Settlement and any Refunds, and retain funds by way of deposit or reserve in accordance with clause 9, for so long as the relevant suspicion or non-compliance subsists. Mews shall give the Partner notice of any suspension or termination under this clause as soon as reasonably practicable, save where Mews, the PSP or the Member is prohibited from giving notice by applicable law or where notice may prejudice the detection, prevention or investigation of fraud, financial crime or other unlawful activity.

The Partner shall notify Mews without undue delay, and in any event within two (2) Business Days of becoming aware, (via API or another mutually agreed process) if it becomes aware of any actual or suspected fraud, illegal or suspicious activity, or material non-compliance with applicable law or Scheme Rules in connection with its use of the Payment Processing Services, and shall provide Mews, the PSP and the Member with such information and assistance as is reasonably required for them to take any necessary further action. Any suspension or termination under this clause is without prejudice to the Partner's liability under clause 10 and to any amounts owing to Mews, the PSP and/or the Member.

12.1 Changes

Mews may update these Merchant Terms and any incorporated, linked or related Documentation from time to time by giving Partner no less than 30 days' written notice before the changes take effect, except where an update is required by applicable law or regulation, in which case shorter notice may apply. Partner's continued use of the Services after the effective date of any update constitutes acceptance of the updated terms.

12.2 Objection against revised Merchant Terms

This clause 12.2 only applies where the Partner is a microenterprise (or a small charity in the United Kingdom); or the Partner is located in, or the Agreement is governed by a law of, a jurisdiction whose applicable local law confers a mandatory, non-waivable right to terminate the Agreement where the Partner does not agree to changes to the Merchant Terms (including by way of example Japan and Canada).

Where this clause 12.2 applies and no Exception set out in Clause 12.2 applies, and the Partner does not agree to the revised Merchant Terms, the Partner shall notify Mews in writing and may terminate the Agreement, without penalty, on the revised Merchant Terms effective date.

Where the Partner does not provide such notice before the revised Merchant Terms take effect, the revised Merchant Terms shall be deemed accepted by the Partner and, by continuing to use the Payment Processing Services, the Partner agrees to be bound by them.

For the avoidance of doubt, where the Partner does not fall within the categories set out in the first paragraph of this clause 12.2, the Partner shall have no right to terminate the Agreement by reason only of its objection to the revised Merchant Terms.

13.1 Governing law

The Agreement shall be governed by, and construed in accordance with, the laws as stipulated in the Commercial Schedule, excluding the United Nations Convention on Contracts for the International Sale of Goods, and without reference to its conflict of law provisions.

13.2 Jurisdiction

The courts of a country agreed in the Commercial Schedule shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

13.3 Entire agreement

The Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement. After the Merchant Terms Effective Date, Mews may provide an updated URL in place of any URL in the Merchant Terms.

13.4 Severability

If any portion of these Merchant Terms are declared by a court of competent jurisdiction to be illegal, invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of these Merchant Terms.

13.5 Assignment

Mews may assign or novate the Agreement, in whole or in part, to any Mews Affiliate or, in connection with a merger, acquisition or sale of all or substantially all of its assets, to any third-party successor, without Partner's prior consent. Mews will notify Partner of any such assignment within a reasonable time. Partner may not assign, novate or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of Mews, such consent not to be unreasonably withheld or delayed. Any purported assignment by Partner in breach of this clause shall be void. Neither party may assign the Agreement to a direct competitor of the other party without prior written consent.

13.6 No waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

13.7 No agency

The Agreement does not create any agency, partnership, joint venture between the parties.