Payment Terminal policy

1. Introduction

1.1 This Adyen Payment Terminal Policy (“Adyen Payment Terminal Policy”) governs any use of payment terminals provided by Adyen to the Partner through Mews for the Point of Sale (POS) Transaction and the provision of services associated therewith. 

1.2 For the purpose of this Adyen Payment Terminal Policy, payment terminals shall mean devices designed to submit Point of Sale (POS) Transactions to Adyen N.V., a public company, registered in the Netherlands under number 34259528, having its registered office at Simon Carmiggeltstraat 6-50, NL-1011 DJ, Amsterdam, the Netherlands (“Adyen”) 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 Adyen for processing ( “Payment Terminal”). 

2. Payment terminal

2.1 Payment Terminals 

The Partner agrees that Payment Terminals will be provided to the Partner by Adyen. Partner hereby irrevocably accepts Adyen Terms and Conditions available at https://www.adyen.com/legal/terms-and-conditions and Adyen Payment Terminal Services Description available at https://www.adyen.com/legal/schedule-payment-terminal-services. 

2.2 Legal Title 

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

2.3 Payment Terminal Services 

Unless otherwise agreed, Mews shall provide the Partner with the following services related to Payment Terminals: (i) assistance in configuring Payment Terminals and (ii) providing user support (“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. Nothing in the Agreement or this Policy shall be interpreted as Mews’ obligation to confirm any order placed by the Partner. 

2.5 KYC 

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

2.6 Term 

Unless agreed otherwise, Payment Terminals Services shall be provided for the period of 12 calendar months as of the day the relevant Payment Terminal is ordered by the Partner (“Initial Term“). Initial Term shall be automatically renewed for additional periods equal to the 12 calendar months (“Renewal Term”) unless either Party provides written notice of intent not to renew at least 30 days prior to the expiration date of the Initial Term or the then-current Renewal Term, if any (both Initial Term and Renewal Term hereinafter referred to as “Term”). The Partner is not entitled to terminate Payment Terminal Services 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 permanently no longer be used by the Partner, the Partner will immediately contact Mews and return all Payment Terminals to Adyen for proper disposal according to the instructions provided by Mews unless Mews specifically instruct the Partner otherwise. Unless agreed otherwise, renewal of promotional (i.e. discounted) fees provided to the Partner in the Initial Term shall be subject to the consent of Mews. 

3. SIM subscription

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, Adyen 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 Clause 2.6 hereof, upon such (re)activation, a SIM subscription period of 12 months will commence, which will be tacitly renewed with consecutive 12 months periods until terminated by Partner notifying Mews at least two months prior to the expiration date of the relevant subscription period. Upon such termination, the SIM card will be deactivated (and can be reactivated in accordance with the foregoing). The Partner is not entitled to terminate the subscription period without cause before expiration of the relevant subscription period. 

3.3 Subscription fee 

Mews will invoice the subscription fee for activated SIM cards monthly. Mobile SIM Payment Terminals can only be used with SIM cards that are supplied by Adyen. 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. Payment Terminal replacement services

4.1 Defects 

In order to apply for a replacement of the Payment Terminal under this clause Partner must submit a request to Mews and provide all information and documentation required by Mews regarding the such Payment Terminal. Mews shall replace the defective Payment Terminals only in the following cases: (i) as a result of a hardware defect the Payment Terminal cannot be used to submit Transactions to Adyen; or (ii) the Payment Terminal otherwise materially fails to function in accordance with its documentation. In these cases, no additional fees will be charged to Partner. Otherwise, Mews can solely decide about replacement of the Payment Terminals and charge costs related to replacement. 

4.2 Out-of-scope services 

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

5. Fees

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 Adyen. 

5.2. Payment Terms 

Unless otherwise agreed, Mews will invoice the Payment Terminal Services Fees on a monthly basis. 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. Unless agreed otherwise in a specific case, payment obligations related to Payment Terminals are non-cancellable and fees are non-refundable. The Partner agrees that any payment can be taken from the Sub-Merchant Account of the Partner. 

6. Liability

6.1 Liability 

Partner shall be responsible and fully liable to Mews for any Partner's use of the Payment Terminal. Limitation of liability as stipulated in the Master Terms and Conditions shall not apply to damages caused by Partner to Mews under this Clause 6.1. 

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. 

7. Partner responsibilities

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. 

7.2 Compliance 

The Partner shall be sole responsible for any use of Payment Terminals and compliance with applicable law, Agreement, scheme rules, PCI DSS security requirements and any documentation or usage manuals governing use of Payment Terminals. 

7.3 Partner Responsibilities 

Unless agreed otherwise, Partner is solely responsible for activities under Section 6 (General responsibilities of Merchant) in Adyen Payment Terminal Service Description. 

8. Final provisions

8.1 This Adyen Payment Terminal Policy is effective as of the effective date stated above. 

8.2 This Adyen Payment Terminal Policy is subject to change. Partner shall be notified hereof via Mews platform or on Mews’ website prior to the change taking effect. 

1. Introduction

1.1  This Stripe Payment Terminal Policy ("Stripe Payment Terminal Policy") governs any use of payment terminals for the Point of Sale (POS) Transaction purchased by the Partner from Mews as Stripe's authorized reseller and distributor and provision of services associated therewith.   

1.2 For the purpose of this Stripe Payment Terminal Policy, payment terminals shall mean hardware products, instruments, or a piece of equipment purchased by the Partner from Mews, as an authorized distributor of Stripe's payment terminals, which may be a physical point of sale (POS) device, accessory, component, or spare part, and the software installed on that hardware product (“Payment Terminal”). 

2. Payment terminal

2.1 Payment Terminals 

By ordering the Payment Terminal, the Partner hereby irrevocably accepts Stripe Terminal Purchase Terms (located at https://stripe.com/legal/terminal-purchase) and Stripe Terminal Services Terms (located at  https://stripe.com/[countrycode]/legal/ssa, where “country code” means the two-letter abbreviation for the country where Partner’s Stripe Account is located), as applicable. The Partner acknowledges and agrees that Stripe may update or change its terms and conditions at any time and without notice to the Partner and/ or Mews. The terms posted on Stripe’s website at the time the Partner places its order of Payment Terminal will apply to the use of Payment Terminals. Without limiting any of the Partner’s other obligations under this Policy, if the Partner obtains equipment, software, or accessories branded by Verifone within the United Kingdom or European Economic Area, the Partner agrees to comply with the Verifone Minimum Terms (located at: https://stripe.com/[country code]/legal/verifone). In the event of any conflict between this Policy and Stripe Terminal Purchase Terms or Stripe Terminal Services Terms or Verifone Minimum Terms, this Policy shall prevail. Stripe Terminal Purchase Terms, Stripe Terminal Services Terms and Verifone Minimum Terms (if applicable) hereinafter referred to as “Stripe Terms”.  

2.2 Legal Title 

The Partner acknowledges and agrees that the legal title in the Payment Terminal passes to the Partner from Mews upon its delivery to the Partner. 

2.3 Payment Terminal Services 

Unless otherwise agreed, Mews shall provide the Partner with the following services related to Payment Terminals: (i) assistance in configuring Payment Terminals and (ii) providing user support (“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. Nothing in the Agreement or this Policy shall be interpreted as Mews’ obligation to confirm any order placed by the Partner. 

2.5 Territory 

To the extent as applicable, the Partner agrees to use Payment Terminals only within the country to which Stripe or Mews initially shipped those Payment Terminals.  

2.6 KYC 

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

2.7 Term 

Unless agreed otherwise, Payment Terminal Services shall be provided for the period of 12 calendar months as of the day the relevant Payment Terminal is ordered by the Partner (“Initial Term“). Initial Term shall be automatically renewed for additional periods equal to the 12 calendar months (“Renewal Term”) unless either Party provides written notice of intent not to renew at least 30 days prior to the expiration date of the Initial Term or the then-current Renewal Term if any (both Initial Term and Renewal Term hereinafter referred to as “Term”). The Partner is not entitled to terminate Payment Terminal Services without cause. 

2.8 Disposal of Payment Terminal 

Subject to the Stripe Terminal Purchase Terms (located at https://stripe.com/legal/terminal-purchase) the Partner may benefit from the recycling program for electronic equipment offered by Stripe. The Partner agrees to pay all costs associated with returning Payment Terminal or other electronic equipment for their disposal. Nothing in this clause shall be interpreted as Mews' sole obligation to dispose or recycle the Payment Terminal or other electronic equipment or to ensure the disposal or recycling thereof via a third party unless the applicable laws require otherwise. The Partner agrees that neither Mews nor Stripe shall be responsible or liable for loss, alteration, unauthorized disclosure of, unauthorized access to, or confidentiality of Partner’s data (including personal data or other information) on equipment sent for recycling. Before shipping, the Partner must delete data (including personal data) on hard disk drives and any other storage devices in the electronic equipment for disposal. Where possible, the Partner must remove and damage beyond use any removable media, such as hard disk drive modules. The Partner must not include any hazardous materials. Once the electronic equipment has been shipped, there is no possibility to return it, or any data contained on that equipment. Participation in this recycling program constitutes a relinquishment of all rights to and in the electronic equipment and other related materials sent to Stripe (or Mews, if applicable). 

3. Warranty

3.1 Defects  

Mews provides a one-year limited warranty ("warranty period”) against defective materials and faulty workmanship in a Payment Terminal. The warranty period starts on the date of the purchase of Payment Terminal and ends one year after that date. This limited warranty applies only to unaltered hardware components of the Payment Terminal that are used in accordance with this Policy, Stripe Terms, user manual and are not subject to accident, misuse, or neglect. In order to benefit from this warranty clause, Partner must submit a written request to Mews and provide all information and documentation required by Mews regarding the relevant Payment Terminal. Mews shall at its option, to the extent permitted by applicable law, either repair the Payment Terminal, replace the Payment Terminal, or refund to the Partner all or part of the purchase price of the Payment Terminal. Mews reserves a right to reject any warranty claim submitted after the lapse of the warranty period or if the claim is unjustified or otherwise does not meet the conditions set under this Policy and the Stripe Terms.  

3.2 Out-of-scope services 

Mews will charge all the costs of investigation, replacement, or repair if: (i) no defect is found, or the defect is caused by (ii) opening, changing, repairing, modifying or adding to the Payment Terminal by parties other than a person authorized by Mews (or any attempt to do so); (iii) use with improper consumables, accessories or devices; (iv) undue external influence (e.g. contact with water, temperature outside operating conditions, oxidation, dropping the device, etc.); (v) improper use, i.e. use contrary to the Stripe Terms, this Policy, user manual or Mews or Stripe's operating instructions for such Payment Terminal,, ; (vi) power supply defect (power surge); (vii) missing parts or damaged plastics; (viii) rechargeable battery failures. However, this list of prohibited actions is provided by way of example and should not be considered exhaustive. 

4. Fees

4.1 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 Stripe. 

4.2. Payment Terms 

Unless otherwise agreed, Mews will invoice the fees for Payment Terminal Services and Payment Terminals on a monthly basis. 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. Unless agreed otherwise in a specific case, payment obligations related to Payment Terminals are non-cancellable and fees are non-refundable. The Partner agrees that any payment can be taken from the Sub-Merchant Account of the Partner. 

5. Liability

5.1 Liability 

Partner shall be responsible and fully liable to Mews for any Partner's use of the Payment Terminal. Limitation of liability as stipulated in the Master Terms and Conditions shall not apply to damages caused by Partner to Mews under this Clause 5.1. 

5.2 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 Agreement and Sub-Merchant Agreement. 

6. Partner responsibilities

6.1 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 Payment Terminal may 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. The Partner shall not operate the Payment Terminals as unattended unless the respective Payment Terminal is certified as an unattended self-service Payment Terminal.  

6.2 Compliance 

The Partner shall be solely responsible for any use of Payment Terminals and compliance with applicable law, Agreement, Stripe Terminal Services Terms, Stripe Terminal Purchase Terms, scheme rules, PCI DSS security requirements, and any documentation or usage manuals governing the use of Payment Terminals. The Partner shall promptly notify Mews if the Partner breaches any of the terms mentioned in this clause and, upon request, cooperate with Mews and/or Stripe to address and resolve the breach. 

6.3 Restrictions  

The Partner must not, and the Partner must not permit, or attempt to permit, any third party to: 

1. resell or distribute or permit any party to resell or distribute any Payment Terminals. 
2. use the Payment Terminal for benchmarking or similar testing purposes;
3. engage in or benefit from activities Stripe has identified as a restricted business or activity as listed at https://stripe.com/restricted-businesses or engage. 

Partner is also solely responsible for using the Payment Terminal in compliance with the restriction specified by Stripe in Stripe Terminal Services Terms and Stripe Terminal Purchase Terms. 

7. Final provisions

7.1 This Stripe Payment Terminal Policy is effective as of the effective date stated above. 

7.2 This Stripe Payment Terminal Policy is subject to change. Partner shall be notified hereof via the Mews platform or on Mews’ website prior to the change taking effect.