POS Terms of Use

1.1 Definitions.

Any capitalised POS Terms not defined in these POS Terms of Use ("POS Terms"), shall have the meaning as set out in the Master Terms and Conditions ("MTCs") or the Merchant Terms ("Merchant Terms"). Where is a conflict between the MTC and the Merchant Terms, these POS Terms shall govern to the extent such conflict relates to the POS Services.

1.2 Headings.

The headings and structure of these POS Terms, as well as any examples provided under certain clauses, shall not affect their interpretation.

2.1 POS Services.

The POS Services offered by Mews under these POS Terms include mobile applications, websites, software, cloud-based solutions, hardware and other products and services that enable you to sell goods and services to your Customers, whether in person or online (the "POS Services"). Detail of the POS Services that Mews provides to a specific Partner is set out in the Commercial Schedule.

2.2 Acquirer.

Mews is not a bank and does not offer banking services. To provide you with the POS Services, Mews has entered into an agreement with the Acquirer. Under these POS Terms we will transmit the Transaction Data through our Software, in accordance with the authorisation request, to the Acquirer to initiate a payment transaction. You agree to the forwarding of the Transaction Data, along with any other relevant account information, to the Acquirer to initiate and process a payment transaction. We reserve the right to change the Acquirer at any time. You agree that at any time we may forward any relevant information about you to the new Acquirer to ensure the continuity of payment POS Services.

2.3 Availability.

The POS Services shall be made available by Mews subject to any unavailability caused by circumstances beyond Mews's reasonable control, including any force majeure events, any computer, communications, internet service, or hosting facility failures, delays involving hardware, software, power, or other systems not within Mews's possession or reasonable control, or denial of service attacks. The POS Services may also be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades, or relocation.

2.4 Territory.

The POS Services may be used only in the Territory, and Partner is strictly forbidden to use the POS Services in areas for which you have not obtained our permission.

2.5 Account.

To use the POS Services, a POS account ("POS Account") will be created upon election and execution of the Commercial Schedule. If any information becomes inaccurate or incomplete, the POS Services may be temporarily or permanently suspended.

2.6 Unauthorised access to account.

You are obliged to keep your access details confidential and secure. Mews will not be liable for any damage caused by misuse, unauthorised disclosure of access details, or unauthorised access to the POS Account by any third party.

2.7 Data Protection.

To the extent Mews is processing any Partner Data that includes Personal Data, the Data Processing Addendum ("DPA") is incorporated by reference. In the event of any conflict between the DPA and these POS Terms regarding the processing of Personal Data within the POS Services, the DPA shall prevail.

2.8 Changes to the POS Services.

Without limiting any other POS Terms herein, as part of the ongoing development of the POS Services, Mews reserves the right in its sole discretion to add, change, discontinue, or otherwise modify any elements or features of the POS Services. If any change materially degrades the POS Services provided, Mews will notify the Partner pursuant to the Change section below.

3.1 Fees.

The Partner shall be invoiced by Mews for all applicable fees specified in the Commercial Schedule (the "Fees").

3.2 Payment terms.

All amounts under the Agreement are payable in the currency stipulated in the Agreement. Payment will be made in accordance with the provisions of clause 8 of the Master Terms and Conditions.

3.3 Changes to the Fees.

Mews may introduce changes to the applicable Fees and notify the Partner. Any such notified changes will be in accordance with clause 8 of the Master Terms and Conditions.

3.4 Sub-Merchant Account.

The Partner agrees that payment of any Fees may be taken from the Sub-Merchant Account and Mews shall be authorised as per clauses 8 & 9 of the Merchant Terms and Conditions.

4.1 Partner verification, know-your-customer requirements, and the prerequisites for using POS Services are governed by Clauses 6 and 7 of the Merchant Terms and Conditions.

5.1 Purpose.

The Partner or any of its Affiliates (if and to the extent specifically agreed by the Parties in the Agreement) is entitled to use the POS Services only for its internal business processes. The Partner is not entitled to allow any third party to use or access the POS Services, including by any technical means or by processing any requests for third parties. If the Partner violates this clause either by using the POS Services for any third party, by allowing the use of or access to the POS Services by a third party, or by using the POS Services for another purpose than that set out in the Commercial Schedule, Mews has the right to withdraw from all its contractual obligations to the Partner under these POS Terms and terminate POS Services immediately. For the avoidance of doubt, in the event Mews terminates POS Services, Partner's other Service shall continue in full force. Mews's claim for damages remains unaffected.

5.2 Scope.

The Partner may use only the POS Services as specified in the Agreement, the Documentation, Mews POS SLA, and the Acceptable Use Policy.

5.3 Partner use.

The Partner is obliged to use the POS Services in accordance with the purpose for which the POS Services are provided and in compliance with these POS Terms, and relevant Master Terms and Conditions, Merchant Terms and Conditions and all applicable laws.

5.4 Conduct.

The Partner shall keep the working environment (including but not limited to the functioning of the network) in compliance with the Agreement, the Documentation, the POS Terms, and in line with standard business working environment practices for similar systems. You must notify us immediately of any interruption, defect or damage relating to the Card Reader, the Software, or our POS Services. Mews is not liable for any limited or non-functioning POS Services arising out of non-compliance with these requirements.

5.5 Cooperation.

The Partner shall provide all reasonable assistance and cooperation to Mews. All appropriate cooperation shall be provided by the Partner free of charge by qualified personnel in the scope and resources necessary to enable Mews to provide all the POS Services in an efficient and timely manner, such as by providing technical resources, by providing specifications and undertaking tests, and by taking over the work duly provided by Mews. You are also obliged to fully cooperate with us at your own expense if your cooperation is required for the purposes of an audit imposed by Mews, the Acquirer or the Card Scheme, or to comply with an order or investigation of a competent authority, law enforcement agency or court. The Partner acknowledges that any delay on its part in the performance of its obligations may have an impact on Mews's performance of its activities under these POS Terms, and Mews shall not be liable for any delay resulting therefrom.

5.6 Hosting.

The Partner acknowledges and agrees that the POS Services are hosted on the Hosting Platform and that the Partner is aware of any technical or other limitations for use of the POS Services arising out of it.

6.1 Delivery.

Mews shall provide the POS Services by creating a POS Account.

6.2 No warranty.

Unless stipulated otherwise in the Agreement, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE POS SERVICES, THE DOCUMENTATION AND ANY MEWS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MEWS EXPLICITLY DISCLAIMS CONDITIONS, REPRESENTATIONS, AND WARRANTIES WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PARTNERABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEWS MAKES NO WARRANTY THAT THE POS SERVICES, THE DOCUMENTATION, OR ANY MEWS CONTENT WILL MEET THE PARTNER'S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS. MEWS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE POS SERVICES, THE DOCUMENTATION, OR ANY MEWS CONTENT. THE PARTNER ACKNOWLEDGES AND AGREES THAT IF THE PARTNER RELIES ON THE POS SERVICES, THE DOCUMENTATION, OR ANY MEWS CONTENT, THE PARTNER DOES SO SOLELY AT ITS OWN RISK.

7.1 Third party hosting.

Mews shall not be liable for any damage caused by malfunctions of the Hosting Platform that are not under the control of Mews but may affect the proper functioning of the POS Services.

7.2 Liability limitation.

Mews liability under these POS Terms will be as stated in clause 13 of the Master Terms and Conditions.

7.3 Your liability.

You shall be liable to us, the Acquirer, and the Card Schemes for any of the following:

7.3.1 any losses incurred as a result of your actions or the actions of your employees, directors, officers, representatives or other third parties controlled by you (including any Account Holder or user acting under your access credentials);

7.3.2 breaching these POS Terms;

7.3.3 failing to adhere to the prescribed security policies or manual;

7.3.4 failing to adhere to any reasonable instructions given to you by us or the Acquirer in relation to the use of our POS Services;

7.3.5 breaching applicable Card Scheme Rules;

7.3.6 acting in a manner that has resulted or is likely to result in damage to our reputation, the reputation of the Acquirer or the Card Schemes;

7.3.7 engaging, or being reasonably suspected of engaging, in any fraud, financial crime, illegal or suspicious activity; or

7.3.8 breaching applicable laws and regulations.

7.3.9 Your liability under this clause 7.3 is without prejudice to, and in addition to, your indemnity obligations under the Master Terms & Conditions and the Merchant Terms & Conditions and is subject to the limitations and exclusions on liability in clause 13 of the Master Terms & Conditions. Nothing in this clause 7.3 limits our rights to suspend or terminate the POS Services under clause 8.

7.4 Partner indemnity.

In addition to the indemnification obligation contained in the Master Terms and Conditions, you shall indemnify and hold us and the Acquirer and any of our or the Acquirer's employees, directors, officers, and representatives harmless against any third-party claims brought against us or the Acquirer as a result of any of the events listed in clause 8.3.

7.5 Relief Events.

Where Mews's provision of any of the Services, or performance of any obligation set out in the Agreement, is prevented as a direct or indirect result of any act or omission by the Partner (each a "Relief Event"), Mews shall be granted an extension to all affected deadlines equal to the length of delay caused by the relevant Relief Event.

8.1 Term.

Unless otherwise specified, the POS Services will be for such term contained in the Commercial Schedule.

8.2 Termination of the Agreement.

Unless otherwise stated in these POS Terms, termination of the Agreement shall be in accordance with the provisions of the Master Terms and Conditions and the Merchant Terms and Conditions.

8.3 Termination by Mews.

Notwithstanding the above, and without prejudice to our suspension and termination rights under the Master Terms and Conditions and the Merchant Terms and Conditions (including clauses 11.3 and 11.4 of the Merchant T&Cs), we reserve the right to immediately suspend or terminate the provision of part or all of the POS Services if:

8.3.1 Mews are instructed to do so by a government authority, the Acquirer, or a Card Scheme;

8.3.2 Mews in our reasonable discretion consider your products or services to be in, or are using the POS Services in a manner that is in breach of these POS Terms, the Card Scheme Rules, or applicable laws;

8.3.3 Mews in our reasonable discretion consider the further provision of the POS Services to you a threat to our or the Acquirer's reputation with the Card Schemes, the regulatory authorities, or the general public;

8.3.4 Mews find there are clear indications that you are or are likely to become insolvent or are unable to ensure the delivery of your products or POS Services;

8.3.5 you have provided us with false, inaccurate, incomplete, or misleading information;

 8.3.6 you have not used the POS Services for more than 180 days;

 8.3.7 your POS Account has been compromised; or

 8.3.8 you represent an unacceptable fraud or financial risk to us, or you are engaged, or we reasonably suspect you to be engaged, in any fraud, financial crime, or illegal or suspicious activity.

8.4 Consequences of termination.

Once your POS Account has been terminated, you will not be able to access your account details, use the POS Services, or the licence granted to you for the use of any logos, trademarks, or other intellectual property under these POS Terms. You must remove all Mews and Card Schemes' identification, logos and labels, including but not limited to those displayed on your points of sale and websites.

9.1 Payment methods.

We reserve the right to amend the list of accepted payment methods and supported payment cards at any time.

Changes to these POS Terms will be made in accordance with the provisions set out in section 18(c) of the Master Terms and Conditions and section 3 and section 12 of the Merchant Terms.

Schedule No. 1 – Definitions 

These POS Terms of Use form part of the Agreement between Mews and the Partner and should be read alongside the Master Terms and Conditions and Merchant Terms and Conditions.