Version 1.1, MT Effective Date: 1 July 2020
Mews Systems is a company specialising in development of systems for operation of accommodation providers and other enterprises and in providing other specialised SaaS (software as a service) services in connection with property management. Mews Systems has developed a property management software solution that helps hotels, hostels and other properties (referred to as you) to automate their operations.
Mews Systems has integrated into its platform a payment processing and acquiring services of third parties (referred to as Payment Services Providers) enabling you to accept payments from your guests and use other services which are not possible through standard banks or financial providers.
From a contractual point of view, you will enter into i) Cooperation Agreement with Mews governing your use of Mews Platform and ii) Merchant Agreement with Mews enabling you to enjoy payment processing, acquiring services and reporting through our Mews platform. In many cases you will enter into the Cooperation Agreement and Merchant Agreement with the same Mews entity. Nevertheless, if you are established in certain countries (for example the United States or Australia), you may also contract with different Mews Affiliates.
In addition, you will enter into the Sub-Merchant Agreement with the Payment Services Providers (such as Stripe or Adyen).
For the purpose of establishing a direct contractual relationship with Payment Services Providers, you will be requested to accept their terms and conditions.
If you are established in the United States, you may also enter into the Acquiring Addendum that constitutes a tripartite contract between you, Member and Adyen. Member is a regulated bank in the United States of America that acts also as an acquiring member of scheme owners (such as VISA or Mastercard).
To comply with payment services laws you must undergo a know your customer (KYC) background check, anti-money laundering and anti-terrorist financing verifications to be allowed to use the Payment Processing Services.
In order to set legal framework for our commercial relationship, customer service relationship, support and risk management, we will also enter into a Merchant Agreement (as specified above) that by reference incorporates these Merchant Terms.
Setting clear and transparent relationship between us is also crucial as we are not only facilitating payments through our platform but we are fully liable and responsible for claims,
fines and costs caused by your non-compliance with applicable law, scheme rules or Sub-Merchant Agreement.
Merchant Agreement stipulates the fees you will pay for Payment Processing Services and their facilitation through Mews Platform attributable to Mews and Payment Services Providers. There are other fees set forth in the Merchant Agreement that are charged by scheme owners/banks (for example interchange and scheme fees). All the fees agreed in the Merchant Agreement will be settled directly by the respective Payment Services Provider.
Payment Services Provider will settle available funds on your Sub-Merchant account withholding applicable fees payable based on the Merchant Agreement and Cooperation Agreement. Mews will provide you on regular basis with an electronic report stating the sum of merchant fees and other fees that were settled by respective Payment Services Provider.
Funds on your account will be paid out to you within maximum thirty days.
This preamble is of informative nature only and is not legally binding.
1.1 The provisions of these Merchant Terms shall apply to Merchant Agreement concluded between Mews and Partner.
1.2 These Merchant Terms are published on the Mews website and form an integral part of the Merchant Agreement.
1.3 This version of the Merchant Terms is valid and effective from the Merchant Terms Effective Date as stated above and completely replace any prior versions of the Merchant Terms.
2. Definitions and interpretations
2.1 Preamble of these Merchant Terms shall not constitute an integral part of the Merchant Terms.
2.2 The headings and structure of these Merchant Terms, as well as any examples provided under certain clauses (if any), shall not affect its interpretation.
2.3 These Merchant Terms, unless the context requires otherwise, the words and expressions set out in this clause 2.3 shall have the meaning ascribed to them herein:
|Acquiring Addendum||means a contract concluded between Partner, Member and Payment Service Provider with respect to the Payment Processing Services.|
|Account Holder||means any person who is authorised to use any payment method or financial service issued or provided to him/her.|
|Affiliate||means Affiliate as defined in the General Terms and Conditions for Partners.|
|Card Not Present (CNP) Transaction||means Transaction by a cardholder or on behalf of the cardholder where the cardholder (or his or her card) is not physically present at the point of sale at the time of the Transaction.|
|Card Processing Fee(s)||mean fees paid by Partner for basic card processing (e.g. card tokenization)|
|Card Protection Fee(s)||means fees paid by Partner for card security in order to limit fraudulent activities.|
|Cooperation Agreement||means the Cooperation Agreement as defined in the General Terms and Conditions for Partners.|
|Customer||means Customer as defined in the General Terms and Conditions for Partners.|
|General Terms and Conditions for Partners||mean terms and conditions for Partners governing use of Mews Platform.|
|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 fee(s) set and charged by the Schemes Owners(s) (and in part passed on to the issuing bank)for processing and settlement of a Transaction as further specified in the Merchant Agreement. Interchange Fee(s) & Scheme Fee(s) shall include the assessment fees and any other fees charged by Schemes Owners(s).|
|Member||means an acquiring bank identified in the Acquiring Addendum.|
|Merchant Agreement||means agreement concluded between Mews and Partner governing commercial relationship between Mews and Partner in connection with facilitation of the Payment Processing Services, including these Merchant Terms and all schedules and other documents appended thereto by reference.|
|Merchant Fee(s)||mean Card Processing Fee(s), Card Protection Fee(s), Chargeback Fee(s), Interchange & Scheme Fee(s), Refund Fee(s), Transaction Fees and other fees agreed by Mews and Partner in the Merchant Agreement.|
|Merchant Terms||mean these Merchant Terms, and all schedules and other documents appended hereto by reference.|
|Mews||means Mews as defined in the General Terms and Conditions for Partners.|
|Mews Account||means Mews Account as defined in the General Terms and Conditions for Partners.|
|Mews Platform||means Mews Platform as defined in the General Terms and Conditions for Partners.|
|Mews Services||mean Mews Services defined in the General Terms and Conditions for Partners|
|Mews website||means https://www.mews.com/ or https://www.mewssystems.com/|
|Partner||means the Partner as defined in the General Terms and Conditions for Partners.|
|Payment Processing Services||mean payment processing and acquiring services provided by respective Payment Services Provider and/or Member (if applicable).|
|Payment Services Provider||means payment services provider identified in the Merchant Agreement.|
|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 fees paid by Partner in respect of Refund.|
|Scheme Owner(s)||mean parties who regulate a specific payment method, such as VISA, MasterCard, Discover or comparable bodies.|
|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 Provider (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.|
|Term||means Term as defined in the General Terms and Conditions for Partners.|
|Territory||means territory as defined in the General Terms and Conditions for Partners.|
|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 (is applicable).|
|Transaction Fees||mean any fees for the provision of Payment Processing Services agreed by Mews and Partner in the Merchant Agreement.|
3. Subject of the Merchant agreement
3.1 Facilitation of Payment Processing Services. Based on the Merchant Agreement, Mews agrees to facilitate Payment Processing Services through Mews Platform and provide other support and services in the scope agreed in the Merchant Agreement. The Partner agrees to pay Transaction fees and any other fees specifically agreed in the Merchant Agreement.
3.2 Territory. The Payment Processing Services will be made available in the Territory defined in the Merchant Agreement.
3.3 General Terms and Conditions for Partners. Any services provided by Mews shall be subject to General Terms and Conditions for Partners. In the event of any discrepancies between these Merchant Terms and General Terms and Conditions for Partner, these Merchant Terms prevail.
4. Payment Processing Provider
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 concluded between Payment Services Provider and Partner.
4.1 Sub-Merchant Agreement. Process leading to conclusion of the Sub-Merchant Agreement between the Partner and the Payment Services Provider is specified by the respective Payment Services Provider in the Sub-Merchant Agreement and their respective terms and conditions.
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 Payment Services Provider and/or Member based on 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 (a) to use the Payment Processing Services, and (b) 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.
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 (a) if KYC verification process cannot be duly completed for any reason or (b) Partner does not notify Mews in advance of any changes according to clause 6.2 above or (c) Partner does not fulfil any current or future KYC verification requirement, Mews and/or Payment Services Provider and/or Member (if applicable) may (i) suspend the provision of Mews Services to the Partner; or (iii) limit the functionality available to a Partner until KYC verification process is duly completed or iii) 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 Payment Services Provider, Payment Services Provider's Affiliates, Member and Mews' Affiliate.
7. Payment Processing Services
7.1 Prerequisites for using Payment Processing Services. Partner may use the Payment Services from the moment Partner has fulfilled the following: (a) completed KYC Verification Form and passed KYC verification conducted by Mews, (b) concluded Sub-Merchant Agreement, (c) concluded Cooperation Agreement, (d) concluded Acquiring Addendum (if applicable) and (e) been approved by Payment Services Provider, Member (if applicable) and Mews as eligible for Payment Processing Services.
7.2 Acceptance by Mews. Mews' acceptance of the Partner as user of the Payment Processing Services is strictly personal and limited to the use by the Partner for payment of 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 and/or 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 related mainly to travel, tourism, event and conference organisation. The acceptance by Mews of Partner as a customer is strictly linked to this description of Partner's products and services.
7.4 Payment Processing Providers. Partner acknowledges and agrees that (a) Mews may, at its sole discretion, switch the provision of Payment Processing Services from one Payment Processing Provider to another Payment Processing Provider, or (b) Mews may, at its sole discretion, switch the provision of Payment Processing Services from one Member to another Member (c) Payment Processing Services may be provided to Partner by more Payment Processing Providers and Members (if applicable) simultaneously.
8. Merchant Fees
8.1 Merchant Fees. Partner shall pay Merchant Fees agreed in the Merchant Agreement. All prices and fees are stated in euro unless expressly specified in the Merchant Agreement.
8.2 Set-off. Partner hereby authorizes Mews and/or Payment Services Provider and/or Member to deduct:
- Merchant Fees, and
- any fees and charges payable by the Partner based on the Cooperation Agreement from Sub-Merchant Account.
8.3 Settlement. Payment Services Provider and/or Member will settle the received sums intended for Partner withholding Merchant Fees, fees agreed to be paid by Partner in the Cooperation Agreement and other fees (if applicable).
8.4 Invoice. Mews shall issue an electronic report for Payment Services to Partner on monthly basis.
8.5 Automatic Charges. Mews may charge Partner for any other services or products provided by withholding the chargeable amounts from the Sub-Merchant Account.
8.6 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 paid 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.
9. Deposit, negative balance
9.1 Deposit. Mews and/or Payment Services Provider and/or Member may require Partner to provide a deposit or reserve (a) when fraudulent transactions, fines, large number of Chargebacks occurred or other factors lead to increase of risk resulting from Partner’s Transactions, or (b) if Mews and/or Payment Services Provider and/or Member determine for any reason that the risk of loss to Mews, Payment Services Providers, Member, Customers, or others associated with the Sub-Merchant Account is higher than normal. The Partner agrees that Mews, Payment Services Providers or Member are eligible to fund the reserve or deposit with funds processed through the Partner’s use of Payment Processing Services, by debiting the Sub-Merchant Account or another bank account associated with the Sub-Merchant Account, or by requesting funds directly from the Partner; the Partner shall be obliged to provide funds without undue delay upon the request of Mews, Payment Services Providers or Member. Mews may retain the deposit or reverse during the Term and for a period of one (1) year after its termination.
9.2 Negative Balance. In the event of negative balance 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.
10.1 Liability. Partner shall be responsible and fully liable to Mews for Partner's use of the Payment Processing Services (including 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 Effective Date. The Merchant Agreement shall come into force upon execution of the Cooperation Agreement.
11.2 Term. The Merchant Agreement shall remain in effect until the termination and/or expiration of the Cooperation Agreement.
11.3 Termination. In the event the Cooperation Agreement expires or is terminated, this Merchant Agreement expires or is terminated as well by operation of law, without further legal action.
11.4 Termination of the Merchant Agreement. This Merchant Agreement may be terminated for the same reasons as agreed in the General Terms and Conditions for Partners. In the event the Merchant Agreement is terminated, the Cooperation Agreement is terminated as well by operation of law, without further legal action.
12.1 Changes. Mews can, at any time, and at its sole discretion, make changes to these Merchant Terms (not to the main body of the Merchant Agreement), including any linked documents.
12.2 Notification. If Mews makes a change to these Merchant Terms, Mews will inform Partner via Mews' website or Mews Account of at least (30) thirty calendar days before the effectiveness of the revised Merchant Terms, unless change to the Merchant Terms is required by applicable law in which case shorter notice may apply. This shall not apply if changes are made to the (non-legally binding) preamble of the Merchant Terms.
12.3 Objection against revised Merchant Terms. If Partner does not agree to the revised Merchant Terms, the Partner shall notify Mews in writing and may terminate the Agreement as of the day of effectiveness of the revised Merchant Terms. Where you do not provide such notice prior to the revised Merchant Terms becoming binding, by continuing to use the Payment Processing Services you agree to be bound by revised Merchant Terms.
13. Final provisions
13.1 Governing law. The Merchant Agreement shall be governed by, and construed in accordance with, the laws as stipulated in the Merchant Agreement, 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 Merchant Agreement shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Merchant Agreement.
13.3 Entire agreement. The Merchant 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 Merchant 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 Merchant Agreement. The terms located at a URL referenced in the Merchant Agreement are incorporated by reference into the Merchant Agreement. After the Merchant Terms Effective Date, Mews may provide an updated URL in place of any URL in the Merchant Agreement.
13.4 Severability. If any term (or part of a term) of the Merchant Agreement is invalid, illegal, or unenforceable, the rest of the Merchant Agreement shall remain in effect.
13.5 Assignment. Partner may assign the Merchant Agreement or any of its rights, interests, or obligations under the Merchant Agreement to any third party exclusively with the prior written approval of Mews. Partner hereby grants its consent to Mews to assign the Merchant Agreement or any of its rights, interests, or obligations under the Merchant Agreement to any Affiliate of Mews or third party.
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 Merchant Agreement.
13.7 No agency. The Merchant Agreement does not create any agency, partnership or joint venture between the parties.