Merchant Agreement Terms and Conditions EU

1. ABOUT THESE GUESTYPAY TERMS

1.1 These GuestyPay terms of service (the “GuestyPay Terms”) are supplemental to, and form part of, the Guesty Contract entered into between Guesty and the Customer, the terms of which are available at https://www.guesty.com/terms-of-service/.

1.2 The GuestyPay Service is an Add-On Service for the purposes of the Guesty Contract, and section 3.3 (Third-Party Payment Processor Services) of the Guesty Contract specifically applies to the GuestyPay Service.

1.3 Unless provided otherwise in section 2 below, the definitions and rules of interpretation set out in the Guesty Contract will apply mutatis mutandis to these GuestyPay Terms.

2. DEFINITIONS

2.1 In these GuestyPay Terms, unless the context requires otherwise:

“Applicable Law” means all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any regulatory authority) having legal effect and as applicable to the Customer or Guesty in respect of its rights and/or obligations under the Guesty Contract (including these GuestyPay Terms) in force in any applicable jurisdiction from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, sanctions, data privacy, tax and consumer protection laws (as applicable);

“Card Scheme” has the meaning given in the Platform Merchant Agreement;

“Chargeback” has the meaning given in the Platform Merchant Agreement;

“Fees” has the meaning given in section 4.1;

“GuestyPay Service” means transaction acquiring, payment processing and related services (as further specified in the relevant Platform Merchant Agreement) accessible via the Guesty Platform and to be provided directly from the Payment Service Provider to the Customer pursuant to such Platform Merchant Agreement;

“Insolvent” has the meaning given in the Platform Merchant Agreement;

“Payment Scheme” has the meaning given in the Platform Merchant Agreement;

“Payment Scheme Rules” has the meaning given in the Platform Merchant Agreement;

“Payment Service Provider” means the applicable Checkout Group Company, as specified in the Platform Merchant Agreement and the Platform Sub-Merchant Agreement;

“PCI SSC” means the Payment Card Industry Security Standards Council;

“Platform Merchant Agreement” means a contract between the Customer and the Payment Service Provider on the terms available at https://www.checkout.com/legal/guesty-eea;

“Platform Sub-Merchant Agreement” means a contract between the Customer and the Payment Service Provider on the terms available at https://www.checkout.com/legal/sub-merchant-terms;

“Platform Merchant Data” has the meaning given in the Platform Merchant Agreement;

“Refund” has the meaning given in the Platform Merchant Agreement;

“Sensitive Authentication Data” has the meaning given in the Platform Merchant Agreement;

“Sub-Merchant Terms” has the meaning given in the Platform Merchant Agreement;

“TPA” has the meaning given in the Platform Merchant Agreement;

“TPA Rules” has the meaning given in the Platform Merchant Agreement;

“Transaction” has the meaning given in the Platform Merchant Agreement; and

“Use Policy” has the meaning given in the Platform Merchant Agreement.

3. THE GUESTYPAY SERVICE

3.1 The Customer acknowledges and agrees that:

(a) the GuestyPay Service is accessible via the Guesty Platform but is provided by the Payment Service Provider, not by Guesty;

(b) by entering into these GuestyPay Terms, the Customer is also entering into a separate Platform Merchant Agreement between the Customer and the Payment Service Provider (to which Guesty is not a party) and, as a condition to entering into these GuestyPay Terms, the Customer shall read and accept the terms of the Platform Merchant Agreement and the Customer hereby confirms that it has read and accepts the terms of the Platform Merchant Agreement;

(c) Guesty may, but shall not be obliged to, act on behalf of the Customer in connection with the GuestyPay Service (including to submit Transactions, communicate information about Transactions, Fees and Refunds, to handle disputes (including Chargebacks) and to perform other functions as part of the GuestyPay Service); and

(d) Guesty will not have any liability to the Customer in connection with the performance or non-performance of the GuestyPay Service, or under or in connection with the Platform Merchant Agreement, in each case whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise.

4. FEES

4.1 The fees applicable to the Customer’s use of the GuestyPay Service are as set out in these GuestyPay Terms and in Schedule 1 to these GuestyPay Terms (the “Fees”).

4.2 The Customer agrees to pay all Fees, including any infrastructure fee of 0.16% (“Infrastructure Fee”), in accordance with these GuestyPay Terms and Schedule 1.

5. ACCEPTABLE USE

5.1 Subject to section 5.2, the Customer is only permitted to access and use the GuestyPay Service for payments in respect of the products and/or services specified in the Platform Merchant Data set out in the Customer’s Guesty Platform application and submitted during on-boarding (as subsequently amended by agreement by Guesty and the Payment Service Provider from time to time) or as otherwise approved by Guesty and the Payment Service Provider from time to time.

5.2 In no circumstances shall the Customer access or use the GuestyPay Service (and Transactions may not be submitted for processing) for prepaying for products and/or services for which the delivery date is in part, or in whole, more than six (6) months after the date the Transaction is submitted for processing.

5.3 The Customer:

(a) guarantees not to copy, capture or intercept any buyer’s payment instrument related information such as card number and Sensitive Authentication Data that are entered on the Payment Service Provider’s system, including web-based payment solutions;

(b) acknowledges and agree that strict rules related to (among other things) the security of payment instruments are imposed and enforced by the Payment Schemes (and specifically the Card Schemes) and the PCI SSC to protect buyers against misuse of their payment instruments and must be adhered to by the Customer;

(c) shall immediately notify Guesty if any cardholder data, Sensitive Authentication Data or similar buyer payment instrument related information is breached or compromised;

(c) shall strictly comply, with respect to both: (i) the security of each buyer’s payment instrument; and (ii) more generally, with the terms of the Guesty Contract (including these GuestyPay Terms), Applicable Law, the TPA Rules and/or the Payment Scheme Rules (e.g. MasterCard’s Site Data Protection Program), as well as with the guidance, requirements and standards of PCI SCC (such as PCI DSS) as applicable to the Customer; and

(d) shall not transfer or attempt to transfer financial liability for Transactions by asking or requiring a cardholder to waive their dispute rights.

6. USE OF DATA AND AUDITS

6.1 The Customer hereby:

(a) acknowledges and agrees to the provision of information relating to the Customer (including Platform Merchant Data and personal data) by Guesty to the Payment Service Provider and that the Payment Services Provider will use that information as set out in the Platform Merchant Agreement; and

(b) provides its authorisation in relation to all instructions and other actions initiated or performed by Guesty on behalf of the Customer, and for the use of any Platform Merchant Data obtained through or used by Guesty, Guesty’s employees, agents or representatives in accordance with the Guesty Contract (including these GuestyPay Terms) for the purpose of providing the Guesty Platform to the Customer and facilitating the provision of the GuestyPay Service by the Payment Service Provider to the Customer.

6.2 In the event that the Customer becomes aware of any material changes to any Platform Merchant Data, the Customer shall notify Guesty as soon as reasonably practicable, but in any event at least within three days.

6.3 The Customer acknowledges that the Payment Service Provider may have an obligation to provide certain notices or forms, such as tax invoices, to the Customer.  The Customer hereby agrees that Guesty may receive such notices and forms on behalf of the Customer and make such notices and forms available to the Customer in a manner consistent with Applicable Law.

6.4 In case of any investigation or audit by Guesty, the Payment Service Provider, a regulatory authority, a Payment Scheme and/or a TPA (as applicable) as required under the Guesty Contract (including these GuestyPay Terms), any Platform Merchant Agreement, Applicable Law, Payment Scheme Rules and/or TPA Rules with respect to Chargebacks, suspected fraud or other requests for information, the Customer undertakes that, to the extent necessary to assist such investigation and/or audit, is shall fully co-operate in the investigation and/or audit.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Customer represents and warrants to Guesty that the Customer has never:

(a) experienced excessive Chargebacks;

(b) committed fraud;

(c) been terminated by an acquirer;

(d) been asked to terminate an agreement with an acquirer; or

(e) been subject to any Payment Scheme’s monitoring programme(s).

8. INDEMNITIES

8.1 To the maximum extent permitted by law, the Customer will indemnify, defend and hold harmless, Guesty, its affiliates, their users and partners, and the Personnel at the Customer’s own expense and immediately after receiving written notice thereof, from and against any damages, losses, costs, and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with:

(a) any Transactions, Chargebacks, Refunds, Assessments, claims or fines or use of the GuestyPay Service in a manner prohibited under these GuestyPay Terms, any relevant Platform Merchant Agreement, Applicable Law, Card Scheme Rules or Use Policy;

(b) any acts, omissions, cardholder disputes and other cardholder customer service related issues caused by the Customer breaching the terms of any relevant Platform Merchant Agreement;

(c) any unauthorised activity or action by the Customer or anyone acting on the Customer’s behalf; and/or

(d) the Customer’s use of the GuestyPay Service through the Guesty Platform.

9. TERMINATION AND SUSPENSION

9.1 Without prejudice to any of its other rights or remedies (under the Guesty Contract or otherwise), Guesty may: (i) immediately terminate these GuestyPay Terms; (ii) cease access to the Guesty Platform; and/or (iii) suspend access to the GuestyPay Service, in each case upon notice to the Customer, where:

(a) required to do so by the Payment Service Provider;

(b) the Payment Service Provider reasonably suspects that the Customer or any person connected to the Customer is engaged in fraudulent or dishonest activity;

(c) the Customer becomes Insolvent;

(d) the Platform Merchant Agreement expires or is terminated in accordance with its terms;

(e) the Customer has not entered into the Platform Merchant Agreement; or

(f) if the Customer has indicated that it does not wish to accept the Sub-Merchant Terms (or any other merchant acquiring services agreement directly with the Payment Service Provider).

9.2 For the avoidance of doubt, these GuestyPay Terms will automatically terminate on the expiry or termination of the Guesty Contract.

10. FURTHER ASSURANCE

The Customer shall, at its own cost, promptly execute and deliver all such documents, and do all such things, as Guesty may from time to time reasonably require for the purpose of giving full effect to the provisions of these GuestyPay Terms and to secure for Guesty the full benefit of the rights, powers and remedies conferred upon it under these GuestyPay Terms.

11. ENTIRE AGREEMENT

11.1 The Customer acknowledges that it has not entered into these GuestyPay Terms in reliance upon, nor shall it have any claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made by or on behalf of Guesty, any of its representatives or any other person which is not expressly set out in these GuestyPay Terms.

11.2 This Clause 11 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

12. EU NON-BUSINESS USER ADDENDUM

If you are an EU resident and use the GuestyPay service mainly for non-business purposes, please visit UK/EU non-business user addendum.

GuestyPay Fees