Payment Terminal policy
Version 1.0, Effective Date: 1st May 2020
1.1 This Payment Terminal Policy (“Policy”) governs any use of payment terminals provided by Adyen to the Partner through Mews for the Point of Sale (POS) Transaction.
1.2 This Policy forms an integral part of the Merchant Agreement or any other agreement governing facilitation of payment processing services by Mews. Capitalized terms used but not defined in this Policy have the meaning set out in the Merchant Agreement, Merchant Term or General Terms and Conditions for Partners.
1.3 For the purpose of this 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 installing and configuring Payment Terminals; (ii) providing user support and Payment Terminals replacement services specified in Clause 3 hereof (“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 Merchant Agreement or this Policy shall be interpreted as Mews’ obligation to confirm any order placed by the Partner.
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.
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. 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
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. Terminal replacement services
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.
The Partner is obliged to pay the fees for Payment Terminal Services and Payment Terminals as specified in the Merchant Agreement. Mews reserves the right to increase and/or decrease the fees subject to changes in prices by Adyen. All prices and fees will be invoiced under the terms and conditions of the Merchant 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.
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 General Terms and Conditions for Partners shall not apply to damages caused by Partner to Mews under this Clause 6.1.
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.
The Partner shall be sole responsible for any use of Payment Terminals and compliance with applicable law, Merchant 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 Policy is effective as of the effective date stated above.
8.2 This Policy is subject to change. Partner shall be notified hereof via Mews platform or on Mews’ website prior to the change taking effect.