Payment Terminal policy

Version 2.2 Effective date: 23rd December 2024
Version 2.1, Effective Date: 1 July 2022
Version 2.0, Effective Date: 1 April 2021
Version 1.0, Effective Date: 1 May 2020

This Payment Terminal Policy (“Policy”) sets the standard terms and conditions applicable to the use of payment terminals purchased by the Partner from third party terminal providers each a “Terminal Provider” and provided to the Partner through Mews for submission of point of sale transaction (“POS Transactions”) and the provision of services associated therewith.  

This Policy forms an integral part of the Agreement. Capitalized terms used but not defined in this Policy have the meaning set out in the Agreement.  

 For the purpose of this Policy, payment terminals shall mean devices designed to submit POS Transactions to a Terminal Provider by reading the relevant data on the card, registering the approval of the card holder for the transaction, encrypting the payment details and sending them via the public internet to the relevant Terminal Provider for processing (“Payment Terminal”).  

2.1 Payment Terminals  

The Partner agrees that Payment Terminals will be provided to the Partner directly by the applicable Terminal Provider and subject to the terms and conditions of the applicable Terminal Provider (“Terminal Provider Terms”), as these may be updated from time to time. Where Adyen N.V. (“Adyen”) is the Terminal Provider, the Partner irrevocably accepts Adyen’s Payment Terminal Services Description available at  https://www.adyen.com/legal/schedule-payment-terminal-services. Where Stripe Technology Europe Limited (“Stripe”) is the Terminal Provider, the Partner irrevocably accepts Stripe’s Terms and Conditions available at: https://stripe.com/gb/legal/terminal-purchase .  

The Partner further acknowledges that use of Payment Terminals is subject to all licensing, software, geographic-use and export-control restrictions of the relevant Terminal Provider.  

2.2 Legal Title  

The Partner acknowledges and agrees that the legal title in the Payment Terminals passes directly from the Terminal Provider to the Partner.  

Risk of loss or damage to the Payment Terminals, passes directly to the Partner upon delivery. 

For the avoidance of doubt, Payment Terminals, which are provided by a Terminal Provider pursuant to or in connection with this Policy, provide the Partner the right to retain and use the Payment Terminal for the Term of the Policy or the period of permitted use, in consideration of all the relevant monthly fees payable in respect of that Payment Terminal. For the avoidance of doubt, the Terminals must be returned to Mews or the Terminal Provider as set out in this Policy and/or the Terminal Provider Terms. 

2.3 Payment Terminal Services  

Unless otherwise agreed, Mews shall provide the Partner with the following services related to Payment Terminals: (i) assistance in installing and configuring Payment Terminals; and (ii) providing user support and Payment Terminals replacement services specified in this Policy (“Payment Terminal Services”). 

2.4 Order and delivery  

The Partner shall order the Payment Terminal by contacting Mews via a communication channel specifically designated for this purpose by Mews. Upon Mews’ request, the Partner shall provide additional information related to such order. Any order is binding for Mews only upon its confirmation by Mews. Mews may accept or reject any order at its sole discretion. Mews reserves the right to change Terminal Provider within its sole discretion prior to an order being fulfilled and/or prior to delivery of the Payment Terminals to the Partner.  

2.5 KYC  

The Partner acknowledges and agrees that as a condition of use of Payment Terminals, the Partner shall pass Know your Customer (“KYC”) verification under the Merchant Agreement.  

2.6 Term  

Unless agreed otherwise, Payment Terminals Services shall be provided for a period of twelve (12) calendar months commencing from the date that the relevant Payment Terminal is ordered by the Partner (“Initial Term“), after which the term shall  automatically renew for additional twelve (12) month periods  (“Renewal Term”) unless either Party provides written notice of intent not to renew at least thirty (30) days prior to the expiration date of the Initial Term or the then-current Renewal Term, (both the Initial Term and all Renewal Terms hereinafter referred to as “Term”). The Partner acknowledges they are not entitled to terminate Payment Terminal Services (including SIM cards) without cause. At the end of the Term, in case of any termination of the Payment Terminal Services and/or in case the Payment Terminals will no longer be used by the Partner, the Partner will immediately contact Mews and return all Payment Terminals to Mews or the Terminal Provider for proper disposal unless Mews specifically instructs the Partner otherwise.  

2.7 Replacement of a Terminal Provider or Payment Terminals 

Mews may, at any time in its sole discretion substitute:  Terminal Provider with an alternative Terminal Provider(s); and/or substitute one or multiple Payment Terminals with alternative Payment Terminals. The Partner shall not prevent or delay any such substitution.  Mews shall act reasonably in replacing a Terminal Provider. 

Mews shall use reasonable endeavours to provide written notice to Partner in the event of any changes described in this Section 2.7. Where Mews exercises the right described above, then: (i) in respect of the substituted Payment Terminal, the Initial Term or Renewal Term will continue without interruption to the current Term; and (ii) the Partner will, promptly upon request and at its own cost and expense, procure the return of the relevant outgoing Payment Terminals to Mews or the relevant Terminal Provider as instructed by Mews. 

3.1 Application  

This Section 3 applies only to use of Payment Terminals supplied with a SIM card (“Mobile SIM Payment Terminals”).  

3.2 Subscription period  

For Mobile SIM Payment Terminals, the Terminal Provider will supply the SIM card together with the Payment Terminal and will remotely (re)activate the SIM card upon Partner’s request. Each Partner’s request for (re)activation of the SIM card shall be submitted via a communication channel specifically designed for this purpose by Mews. Notwithstanding Section 2.6 hereof,  where a SIM card is reactivated,  the SIM subscription period of twelve (12) months will  start, and will automatically renew for additional twelve (12) month periods until terminated by Partner notifying Mews in writing at least two (2) months prior to the end the relevant subscription period. Upon termination, the SIM card will be deactivated (but can be reactivated upon request). When the Payment Terminal Services under Section 2.6 of this Policy are terminated, the SIM subscription period shall end at the same time. The Partner is not entitled to terminate the subscription period without cause before the end the relevant subscription period.  

3.3 SIM Card usage 

 Mobile SIM Payment Terminals can only be used with SIM cards that are supplied by the Terminal Provider. Upon termination of the subscription period or the Agreement SIM cards will be automatically deactivated and must be returned by the Partner together with the Payment Terminals.  

4.1 Defects  

In order to apply for a replacement of the Payment Terminal under this Section, the Partner must submit a request to Mews and provide all information and documentation required by Mews regarding such Payment Terminal. Mews shall replace the defective Payment Terminals only in the following cases: (i) a hardware defect prevents the Payment Terminal from submitting POS Transactions; or (ii) the Payment Terminal materially fails to function in accordance with its documentation. In these cases, no additional fees will be charged to Partner so long as the hardware defect or the failure to function are not caused by the Partner’s act or omission. Otherwise, for other cases where the Partner Terminal does not function according to the documentation including without limitation due to damage caused by the Partner, a slow network connection or other cause, Mews may in its sole discretion replace the Payment Terminals at Partner’s cost. Replaced devices must be returned in accordance with Mews’ instructions.   

4.2 Out-of-scope services  

Mews will charge all costs of investigation, replacement or repair to Partner if: (i) no defect is found; or (ii) the defect is caused by  opening, changing, repairing, modifying or adding to the Payment Terminal by parties other than person authorised by Mews (or any attempt to do so). Mews will also charge Partner all costs of investigation, replacement, or repair if the Payment Terminals are (i) used with improper consumables, accessories or devices; (ii) subjected to undue external influence (e.g. contact with water, temperature outside operating conditions, oxidation, dropping the device etc.); (iii) used improperly, i.e. use contrary to Mews or the Terminal Provider’s operating instructions for such Payment Terminal; (iv) damaged as a result of Partner’s power supply defect (power surge); (v) missing parts or damaged plastics; (vi) failing due to issues the Partner could have resolved itself by updating or enabling updates of the Payment Terminal Software in accordance with the Section below; (vii) rechargeable battery failures. This list is illustrative and provided by way of example and should not be considered exhaustive.  

The Partner must not resell the Payment Terminal, reverse engineer or modify the Payment Terminal, and must use the Payment Terminal within the country in which it is delivered to the Partner.  

5.1 Fees  

The Partner is obliged to pay the fees for Payment Terminal Services and Payment Terminals as specified in the Agreement. Mews reserves the right to increase and/or decrease the fees subject to changes in prices by a Terminal Provider. Fees exclude taxes, duties, and shipping costs (“Associated Fees”). Partner acknowledges fees, including all Associated Fees incurred during Terms are non- cancellable and non-refundable except in the case of termination for cause.  

Renewal of promotional or discounted fees is subject to Mews’ prior written approval. 

5.2. Payment Terms  

Unless otherwise agreed, Mews will invoice the Payment Terminal Services Fees (including the subscription fee for SIM Cards) on a monthly basis with fees commencing from date of order. The first invoice shall be issued on the first day of the calendar month following the month during which the relevant Payment Terminal has been ordered by the Partner. The Parties agree that the full amount of Payment Terminal Services Fees shall be paid per each calendar month during which the Partner uses the Payment Terminal under this Agreement. The Partner agrees that any payment can be taken from the Sub-Merchant Account of the Partner.  

6.1 Liability  

Partner shall be responsible and fully liable to Mews for the use of the Payment Terminal by Partner. Limitation of liability as stipulated in the Master Terms and Conditions shall not apply to damages caused by Partner to Mews under this Section  Mews’ total aggregate liability for Payment Terminal Services shall not exceed the total fees paid by Partner for the affected Payment Terminal in the six (6) months preceding the claim. 

6.2 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 Terminal by Partner, including for all transactions, chargebacks, refunds, claims, fines associated with such use, or use of the Payment Terminal Services and any other related services in a manner prohibited in the Merchant Agreement and Sub-Merchant Agreement. For the avoidance of doubt, this indemnity also applies to violations of export-control laws, geographic-use restrictions, and data-security obligations.

7.1 Use of Payment Terminal  

The Partner shall ensure that the Payment Terminal is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner. The Partner shall not operate the Payment Terminals as unattended unless respective Payment Terminal is certified as unattended self-service Payment Terminal.  The Payment Terminal must be used for commercial purposes only, and the Partner must not use or allow any other person to use the Payment Terminal for personal, family, or household use. 

Partner must install required software updates and comply with all licensing terms. 

7.2 Compliance  

The Partner shall be responsible for any use of Payment Terminals and compliance with applicable laws, the Agreement, scheme rules, PCI DSS security requirements and any documentation or usage manuals governing use of Payment Terminals.  Mews is not responsible for PCI DSS compliance of payment terminals or payment processing systems operated by the Terminal Provider, third-party acquirers or processors. 

7.3 Partner Responsibilities  

Unless agreed otherwise, Partner is solely responsible for activities that are the Partner’s responsibility under the relevant Terminal Provider Terms.  

8.1 This Policy is subject to change. Where required by applicable law, Partner shall be notified prior to the change taking effect.  

9.1 Certain terms vary by Terminal Provider. Where applicable, provider-specific terms supplement and take precedent over this Policy. 

- Adyen: Adyen T&Cs 

- Stripe: Stripe Terminal T&Cs and Stripe Service T&Cs 

9.2 Replacement Service (Adyen Terminals) 

Where Adyen is the Terminal Provider, a replacement service is enabled for all the Partner’s Adyen Payment Terminals by default (the “Replacement Service”, as defined in the Adyen Payment Device Terms of Service). The Replacement Service, together with its associated fees, begins in the first calendar month in which the relevant Payment Terminal is shipped to the Partner. The Partner may elect to terminate the Replacement Service in accordance with the Adyen Payment Device Terms of Service. Where the Replacement Service is terminated or not procured by the Partner, the Hardware Warranty provisions set out in Section 4.2 shall apply. 

9.3 Hardware Warranty (Adyen Terminals) 

Where the Partner has terminated or not procured the Replacement Service for Adyen Payment Terminals, a hardware warranty will apply to such Payment Terminals and any accessories purchased by the Partner (each, a “Hardware Warranty”). The length of the Hardware Warranty is determined by the provider of the applicable Payment Terminal and commences from the shipment date of the relevant hardware. To make a claim under the Hardware Warranty, the Partner must complete a warranty claim form and return the defective Payment Terminal to Adyen in accordance with Adyen’s instructions. Adyen will investigate and, if the defect is covered by the Hardware Warranty, repair or replace the Payment Terminal or accessory. Adyen reserves the right to replace the Payment Terminal with a refurbished device. Warranty claims made after the expiry of the applicable Hardware Warranty period, and defects caused by out-of-scope causes listed in Section 4.3, are excluded from the Hardware Warranty. 

9.4 Return of Payment Terminals (Adyen) 

Upon the occurrence of (i) the end of the term of this Agreement, (ii) early termination of this Agreement or the relevant agreement with Adyen, or (iii) cessation of use of Adyen Payment Terminals by the Partner and/or any User, all Adyen Payment Terminals must be returned to Adyen for proper disposal. Adyen will be responsible for the proper disposal of the Payment Terminals in accordance with applicable rules and regulations and accepts all costs associated therewith. 

The Partner acknowledges that Adyen Payment Terminals (i) contain sensitive and proprietary data; (ii) must be destroyed in a manner that is compliant with PCI DSS requirements; and (iii) can only be used in connection with Adyen’s services. Consequently, the Partner agrees that it will not, and will not permit any User to, resell, distribute and/or make available Adyen Payment Terminals to any third party.