AGREEMENT GOVERNING THE USE OF MICRO BUSINESS SOLUTION LANKA
MERCHANT SERVICES
1. Definitions and Interpretation
1.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:
Agreement means these Micro Business Solution Lanka Merchant Terms and Conditions, any cover pages hereto, any Schedules hereto and the Terms of Use;
Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Srilanka;
Card or Payment Scheme shall mean any card payment systems (such as VISA, MasterCard®, American Express or others, including national or local systems) or bank payment scheme (such as direct banking systems, direct debit systems or bank transfer systems);
Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data shall be deemed confidential;
Gateway Service means any Micro Business Solution Lanka service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a customer;
Merchant means the Person who has entered into this Agreement for Micro Business Solution Lanka Services;
Merchant Account means the Merchant’s registered electronic money account(s) held with Micro Business Solution Lanka in accordance with the Terms of Use;
Merchant Product/Service means any product or service offered by a Merchant to its customers and which is ordered, purchased, leased, or otherwise provided to a customer pursuant to a Transaction;
Merchant Website means the website operated by or on behalf of the Merchant (as amended from time to time) through which its customers are able to make Transactions;
Micro Business Solution Lanka Services means any services provided by Micro Business Solution Lanka under this Agreement, including the Digital Wallet Payment Service, the Gateway Service and any other service as agreed between the parties from time to time;
Micro Business Solution Lanka Website means the website operated by Micro Business Solution Lanka (as amended from time to time) for the provision of its services, currently accessible at http://www.mbslanka.com, excluding any external websites to which the website points by way of hyperlink or otherwise;
Person means an individual, a body corporate, an association, a partnership, a trust or any other entity or organization;
Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by parliament, government or any competent court or authority or any payment system (including but not limited to bank payment systems, card payment systems such as Visa, MasterCard, American Express etc, or any other payment, clearing or settlement system or similar arrangement that is being used for providing the services hereunder);
MBSLanka means Micro Business Solution Lanka. (Registered number: 30/2233)
Reserve means an amount which is determined by Micro Business Solution Lanka (in its sole discretion) in accordance with clause 6, for the purpose of securing any claims by Micro Business Solution Lanka against the Merchant;
Security means any form of security requested by Micro Business Solution Lanka (in its sole discretion) from the merchant including: (i) a Reserve and/or (ii) a bank guarantee or other such security;
Terms of Use means the terms and conditions available here, as amended from time to time in accordance with clause 10 of said Terms of Use, which govern the use of the Merchant Account;
Transaction means any transaction between a Merchant and its customer using the Micro Business Solution Lanka Services for the purchase or lease of goods or services from the Merchant and/or a transaction for the reversal of such a purchase or lease.
1.2 Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
1.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies corporate, unincorporated associations, partnerships or an authority.
1.4. Any phrase introduced by the term "included", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.
1.5. If there is any conflict between the clauses of these Micro Business Solution Lanka Merchant Terms and Conditions and the Terms of Use, the conflict shall be resolved in accordance with the following order of precedence:
1.5.1. The cover pages to the Agreement;
1.5.2. The Schedules to the Agreement;
1.5.3. These Micro Business Solution Lanka Merchant Terms and Conditions;
1.5.4. The Terms of Use; and
1.5.5. Any other document referred to in this Agreement or any other document attached to this Agreement.
2. Scope
2.1. This Agreement contains the terms for the provision of the Micro Business Solution Lanka Services as described in clause 4 and such other services as agreed between the parties in writing from time to time
2.2. The Terms of Use shall form a binding part of this Agreement.
3. Term 3.1. This Agreement will continue in full force and effect unless and until either party terminates this Agreement by giving notice to the other party in accordance with the Terms of Use.
4. Description of Services 4.1. Micro Business Solution Lanka’ Digital Wallet Payment Service and Gateway Service facilitate the execution of payments from a customer to the Merchant. Any payment monies collected from customers and received by Micro Business Solution Lanka shall be transferred into the Merchant Account immediately after deduction of any fees due to Micro Business Solution Lanka.
4.2. The Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds. The Merchant remains liable to Micro Business Solution Lanka for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (the “Reversal Amount”). In the event of a payment reversal, Micro Business Solution Lanka will first debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If Micro Business Solution Lanka is unable to fully recover the Reversal Amount and the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), the Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by send sufficient funds into the Merchant Account. Failure to do so is a breach of this Agreement. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. Micro Business Solution Lanka reserves the right, at any time, to send reminders or take debt collection measures including but not limited to mandating a debt collecting agency or solicitors to pursue the claim in court. Micro Business Solution Lanka reserves the right to charge the Merchant the expenses reasonably incurred in connection with any debt collection or enforcement efforts.
4.3. Micro Business Solution Lanka reserves the right to suspend or limit the Micro Business Solution Lanka Services pending full payment of any outstanding claims, charges, penalties, costs or charges by the Merchant.
4.4. Micro Business Solution Lanka reserves the right to suspend, at any time and at its sole discretion, the Merchant Account (or certain functionalities thereof such as receiving, sending and/or withdrawing funds), inter alia, for audit:
4.4.1. Where Micro Business Solution Lanka believes it is necessary or desirable to protect the security of the Merchant Account; or
4.4.2. if any Transactions are made which Micro Business Solution Lanka in its sole discretion deems to be (a) made in breach of this Agreement or in breach of the security requirements of the Merchant Account; or (b) suspicious, unauthorized or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or
4.4.3. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of the Merchant, or where Micro Business Solution Lanka reasonably considers that there is a threat of the same in relation to the Merchant; or
4.4.4. where anything occurs which in the opinion of Micro Business Solution Lanka suggests that the Merchant shall be unable to provide the Merchant Products/Services and/or otherwise fulfill the contacts that it has with its customers; or
4.4.5. if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of the Merchant, or where the Merchant presents a Transaction and fails to deliver the relevant goods and/or services and/or where the Merchant is third party processing and not delivering goods and/or services itself; or
4.4.6. where there is a change in the Merchant circumstances (including a deterioration in or change to the Merchant’s financial position), or a change in the Merchant’s business or in the Merchant Products/Services which Micro Business Solution Lanka considers, in its sole discretion, material to the continuation of the Micro Business Solution Lanka Services; or
4.4.7. Where the Merchant undergoes a Material Change as defined in clause 5.9; or
4.4.8. if Micro Business Solution Lanka considers, in its sole discretion, that the level of chargebacks or number of claims for non-delivery of Merchant Product/Service that are being incurred in respect of the Merchant are unreasonable;
and Micro Business Solution Lanka will make reasonable efforts to inform the Merchant of any such suspension in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension unless informing the Merchant would compromise security measures or is otherwise prohibited by law or Regulatory Requirements.
4.5. The Merchant acknowledges and agrees that the Micro Business Solution Lanka operates solely as a payment intermediary and that Micro Business Solution Lanka: (a) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Merchant Product/Service; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any Merchant Product/Service.
5. Obligations 5.1. Micro Business Solution Lanka shall make available to the Merchant and its customers the Micro Business Solution Lanka Services as specified in this Agreement and as further described on the Micro Business Solution Lanka Website.
5.2. The Merchant shall open and maintain a Merchant Account by registering as a merchant on the Micro Business Solution Lanka Website. As part of the registration process, the Merchant shall accept the Terms of Use.
5.3. The Merchant shall integrate the Micro Business Solution Lanka Services into the Merchant Website and operate the same in accordance with the relevant Manuals.
5.4. The Merchant grants Micro Business Solution Lanka the right to access the Merchant Website for the purpose of conducting manual checks or automated searches in order to investigate the accuracy of information contained on the Merchant Website in relation to the Micro Business Solution Lanka Services, provided that (i) Micro Business Solution Lanka shall be under no obligation to conduct such searches or checks and (ii) any such searches shall under no circumstances be deemed an approval of any contents of the Merchant Website.
5.5. The Merchant shall submit to Micro Business Solution Lanka for pre-approval the content of every website that the Merchant intends to connect to its Merchant Account for accepting payments. The same applies if the content of the Merchant's website materially changes, including but not limited, to a material change of the Merchant Product/Services offered on the Merchant's website.
5.6. Without prejudice to payments prohibited under the Terms of Use, the Merchant shall not receive payments as consideration for the delivery of tobacco products, prescription or non-prescription drugs, pornographic content or services, illegal downloads, illegal gambling or goods or services infringing intellectual property rights of a third party, or for any other goods or services the offering or provision of which is illegal under applicable law.
5.7. The Merchant shall co-operate with Micro Business Solution Lanka to investigate any suspected illegal, fraudulent or improper activity.
5.8. Upon commencement of the Agreement and at any time thereafter for purposes of complying with Regulatory Requirements, the Merchant shall provide Micro Business Solution Lanka with such information as Micro Business Solution Lanka may request, including information about the Merchant’s business, corporate structure and constitution, shareholders, partners, members, directors, key employees or, in the case of a trust, its beneficiaries. The Merchant shall provide, upon request by Micro Business Solution Lanka, copies of financial information and other information on the business of the Merchant, including bank and/or trade references.
5.9. The Merchant shall inform Micro Business Solution Lanka in writing of any changes to its business (including any change of control or constitution), business model or the goods and/or services it sells, leases or distributes or of any change to Regulatory Requirements to which it is subject (including but not limited to changes to or the revocation of the licences it requires for its business) which might have an adverse impact on Micro Business Solution Lanka ’ compliance with applicable law or any of its Regulatory Requirement, or the Merchant’s credit and/or financial standing (“Material Change”) without undue delay prior to the change(s) coming into effect and in any event prior to taking or making payments related to the Material Change.
5.10. The Merchant shall provide its customers with a clear and fair return and refund policy. Upon request, the Merchant shall provide to Micro Business Solution Lanka a copy of its return and refund policy and shall notify Micro Business Solution Lanka of any subsequent change to such policy.
6. Reserve and Security 6.1. Micro Business Solution Lanka may establish a Security in relation to the Merchant for the purpose of providing a source of funds to pay Micro Business Solution Lanka for any and all, actual and reasonably anticipated claims, losses, cost, penalties and expenses.
6.2. If Micro Business Solution Lanka elects that the relevant Security shall include the establishment of a Reserve, then: Micro Business Solution Lanka shall be entitled to prevent the Merchant from withdrawing a sum determined by Micro Business Solution Lanka (in its sole discretion) from the Merchant Account. Alternatively, at Micro Business Solution Lanka ' sole discretion, Micro Business Solution Lanka may elect for the Security to be a bank guarantee in which case the Merchant shall, upon request, procure a bank guarantee in favor of Micro Business Solution Lanka by a bank and in a form acceptable to Micro Business Solution Lanka and in an amount determined by Micro Business Solution Lanka. The Security shall remain in place regardless of any termination of this Agreement for as long as there are residual or contingent liabilities of the Merchant to Micro Business Solution Lanka. The amount of the Reserve (either expressed as an absolute amount or as a percentage of past payments into the Merchant Account) shall be determined by Micro Business Solution Lanka from time to time in its sole discretion. Where a Reserve has not been established at the commencement date of this Agreement, Micro Business Solution Lanka shall notify the Merchant of the imposition of a Reserve, its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of this Agreement.
6.3. Without restricting Micro Business Solution Lanka’ discretion under clauses 6.1 and 6.2, Micro Business Solution Lanka may take into account, amongst others, the following factors when determining the amount to be secured in a Reserve:
6.3.1. The risk of the merchant ceasing or transferring its business or a substantial part thereof;
6.3.2. The risk of the Merchant materially altering the nature of its business;
6.3.3. If the Merchant’s business activities carry a higher than normal risk of chargebacks or other reversals of customer payments;
6.3.4. The Merchant’s overall financial standing;
6.3.5. The risk of the Merchant becoming insolvent or otherwise unable to pay debts as they fall due;
6.3.6. where Micro Business Solution Lanka receives a disproportionate number of customer complaints, chargebacks or other payment reversals, fines, penalties or other liability related to the Merchant Account; or
6.3.7. Where Micro Business Solution Lanka reasonably believes that the Merchant will not be able to perform its obligations under this Agreement.
6.4. The Merchant agrees to provide Micro Business Solution Lanka, upon reasonable request and at the Merchant’s expense, with information about its financial and operational status, including but not limited to the most recent financial statements and management accounts. The Merchant shall also undertake, at its own expense, any further action (including executing any necessary documents and registering any form of document) necessary to establish such Security as is reasonably required by Micro Business Solution Lanka.
6.5. Micro Business Solution Lanka shall have the right, at any time, without notice to offset any claims, costs, charges, penalties and expenses from any Security, Reserve or current balance in the Merchant Account. In addition, the Merchant shall pay such amounts as Micro Business Solution Lanka notifies it into the Reserve to replenish any deducted amount. If required by Micro Business Solution Lanka, the Merchant shall pay such amounts into its Merchant Account as reasonably determined by Micro Business Solution Lanka to fund a Reserve or to react to any increased risk of payment reversals that are not covered by the Merchant Account’s then current balance.
7. Fees 7.1. The fees payable by the Merchant for the Micro Business Solution Lanka Services are as set out in the cover pages and/or the Fee Schedule. 7.2. A chargeback fee of $30 per chargeback of credit or debit card transactions and $20 per chargeback of direct debits applies, regardless of whether the chargeback is subsequently challenged or reversed. 7.3. Any fee payable by the Merchant shall be deducted from the Merchant Account balance. If the Merchant Account balance is insufficient, or the Merchant Account balance becomes negative, Micro Business Solution Lanka reserves the right to invoice the Merchant for any shortfall 7.4. Where Micro Business Solution Lanka is unable to deduct any fees or other monies payable by the Merchant from the balance of the Merchant Account Micro Business Solution Lanka shall issue an invoice for the amount owed. Invoices are payable within fifteen (15) days of the date of the invoice.
8. Taxes
It is the Merchant's responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. Micro Business Solution Lanka is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction.
9. Relationship of the parties
The Merchant and Micro Business Solution Lanka are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.
10. Change of Terms and Conditions Micro Business Solution Lanka shall at any time be entitled to amend, supplement or vary any of these terms and conditions at its absolute discretion with or without notice to the Merchant and such amendments, supplements or variations shall be binding on the Merchant.
11. Entire Agreement
This Agreement including all Schedules and other documents referred to herein and the Terms of Use and all documents referred to therein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
1.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:
Agreement means these Micro Business Solution Lanka Merchant Terms and Conditions, any cover pages hereto, any Schedules hereto and the Terms of Use;
Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Srilanka;
Card or Payment Scheme shall mean any card payment systems (such as VISA, MasterCard®, American Express or others, including national or local systems) or bank payment scheme (such as direct banking systems, direct debit systems or bank transfer systems);
Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data shall be deemed confidential;
Gateway Service means any Micro Business Solution Lanka service using a payment gateway integrated into (but not necessarily hosted on) the Merchant Website for receiving payment instructions from a customer;
Merchant means the Person who has entered into this Agreement for Micro Business Solution Lanka Services;
Merchant Account means the Merchant’s registered electronic money account(s) held with Micro Business Solution Lanka in accordance with the Terms of Use;
Merchant Product/Service means any product or service offered by a Merchant to its customers and which is ordered, purchased, leased, or otherwise provided to a customer pursuant to a Transaction;
Merchant Website means the website operated by or on behalf of the Merchant (as amended from time to time) through which its customers are able to make Transactions;
Micro Business Solution Lanka Services means any services provided by Micro Business Solution Lanka under this Agreement, including the Digital Wallet Payment Service, the Gateway Service and any other service as agreed between the parties from time to time;
Micro Business Solution Lanka Website means the website operated by Micro Business Solution Lanka (as amended from time to time) for the provision of its services, currently accessible at http://www.mbslanka.com, excluding any external websites to which the website points by way of hyperlink or otherwise;
Person means an individual, a body corporate, an association, a partnership, a trust or any other entity or organization;
Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by parliament, government or any competent court or authority or any payment system (including but not limited to bank payment systems, card payment systems such as Visa, MasterCard, American Express etc, or any other payment, clearing or settlement system or similar arrangement that is being used for providing the services hereunder);
MBSLanka means Micro Business Solution Lanka. (Registered number: 30/2233)
Reserve means an amount which is determined by Micro Business Solution Lanka (in its sole discretion) in accordance with clause 6, for the purpose of securing any claims by Micro Business Solution Lanka against the Merchant;
Security means any form of security requested by Micro Business Solution Lanka (in its sole discretion) from the merchant including: (i) a Reserve and/or (ii) a bank guarantee or other such security;
Terms of Use means the terms and conditions available here, as amended from time to time in accordance with clause 10 of said Terms of Use, which govern the use of the Merchant Account;
Transaction means any transaction between a Merchant and its customer using the Micro Business Solution Lanka Services for the purchase or lease of goods or services from the Merchant and/or a transaction for the reversal of such a purchase or lease.
1.2 Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
1.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies corporate, unincorporated associations, partnerships or an authority.
1.4. Any phrase introduced by the term "included", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.
1.5. If there is any conflict between the clauses of these Micro Business Solution Lanka Merchant Terms and Conditions and the Terms of Use, the conflict shall be resolved in accordance with the following order of precedence:
1.5.1. The cover pages to the Agreement;
1.5.2. The Schedules to the Agreement;
1.5.3. These Micro Business Solution Lanka Merchant Terms and Conditions;
1.5.4. The Terms of Use; and
1.5.5. Any other document referred to in this Agreement or any other document attached to this Agreement.
2. Scope
2.1. This Agreement contains the terms for the provision of the Micro Business Solution Lanka Services as described in clause 4 and such other services as agreed between the parties in writing from time to time
2.2. The Terms of Use shall form a binding part of this Agreement.
3. Term 3.1. This Agreement will continue in full force and effect unless and until either party terminates this Agreement by giving notice to the other party in accordance with the Terms of Use.
4. Description of Services 4.1. Micro Business Solution Lanka’ Digital Wallet Payment Service and Gateway Service facilitate the execution of payments from a customer to the Merchant. Any payment monies collected from customers and received by Micro Business Solution Lanka shall be transferred into the Merchant Account immediately after deduction of any fees due to Micro Business Solution Lanka.
4.2. The Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds. The Merchant remains liable to Micro Business Solution Lanka for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (the “Reversal Amount”). In the event of a payment reversal, Micro Business Solution Lanka will first debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If Micro Business Solution Lanka is unable to fully recover the Reversal Amount and the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), the Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by send sufficient funds into the Merchant Account. Failure to do so is a breach of this Agreement. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. Micro Business Solution Lanka reserves the right, at any time, to send reminders or take debt collection measures including but not limited to mandating a debt collecting agency or solicitors to pursue the claim in court. Micro Business Solution Lanka reserves the right to charge the Merchant the expenses reasonably incurred in connection with any debt collection or enforcement efforts.
4.3. Micro Business Solution Lanka reserves the right to suspend or limit the Micro Business Solution Lanka Services pending full payment of any outstanding claims, charges, penalties, costs or charges by the Merchant.
4.4. Micro Business Solution Lanka reserves the right to suspend, at any time and at its sole discretion, the Merchant Account (or certain functionalities thereof such as receiving, sending and/or withdrawing funds), inter alia, for audit:
4.4.1. Where Micro Business Solution Lanka believes it is necessary or desirable to protect the security of the Merchant Account; or
4.4.2. if any Transactions are made which Micro Business Solution Lanka in its sole discretion deems to be (a) made in breach of this Agreement or in breach of the security requirements of the Merchant Account; or (b) suspicious, unauthorized or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or
4.4.3. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of the Merchant, or where Micro Business Solution Lanka reasonably considers that there is a threat of the same in relation to the Merchant; or
4.4.4. where anything occurs which in the opinion of Micro Business Solution Lanka suggests that the Merchant shall be unable to provide the Merchant Products/Services and/or otherwise fulfill the contacts that it has with its customers; or
4.4.5. if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of the Merchant, or where the Merchant presents a Transaction and fails to deliver the relevant goods and/or services and/or where the Merchant is third party processing and not delivering goods and/or services itself; or
4.4.6. where there is a change in the Merchant circumstances (including a deterioration in or change to the Merchant’s financial position), or a change in the Merchant’s business or in the Merchant Products/Services which Micro Business Solution Lanka considers, in its sole discretion, material to the continuation of the Micro Business Solution Lanka Services; or
4.4.7. Where the Merchant undergoes a Material Change as defined in clause 5.9; or
4.4.8. if Micro Business Solution Lanka considers, in its sole discretion, that the level of chargebacks or number of claims for non-delivery of Merchant Product/Service that are being incurred in respect of the Merchant are unreasonable;
and Micro Business Solution Lanka will make reasonable efforts to inform the Merchant of any such suspension in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension unless informing the Merchant would compromise security measures or is otherwise prohibited by law or Regulatory Requirements.
4.5. The Merchant acknowledges and agrees that the Micro Business Solution Lanka operates solely as a payment intermediary and that Micro Business Solution Lanka: (a) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Merchant Product/Service; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any Merchant Product/Service.
5. Obligations 5.1. Micro Business Solution Lanka shall make available to the Merchant and its customers the Micro Business Solution Lanka Services as specified in this Agreement and as further described on the Micro Business Solution Lanka Website.
5.2. The Merchant shall open and maintain a Merchant Account by registering as a merchant on the Micro Business Solution Lanka Website. As part of the registration process, the Merchant shall accept the Terms of Use.
5.3. The Merchant shall integrate the Micro Business Solution Lanka Services into the Merchant Website and operate the same in accordance with the relevant Manuals.
5.4. The Merchant grants Micro Business Solution Lanka the right to access the Merchant Website for the purpose of conducting manual checks or automated searches in order to investigate the accuracy of information contained on the Merchant Website in relation to the Micro Business Solution Lanka Services, provided that (i) Micro Business Solution Lanka shall be under no obligation to conduct such searches or checks and (ii) any such searches shall under no circumstances be deemed an approval of any contents of the Merchant Website.
5.5. The Merchant shall submit to Micro Business Solution Lanka for pre-approval the content of every website that the Merchant intends to connect to its Merchant Account for accepting payments. The same applies if the content of the Merchant's website materially changes, including but not limited, to a material change of the Merchant Product/Services offered on the Merchant's website.
5.6. Without prejudice to payments prohibited under the Terms of Use, the Merchant shall not receive payments as consideration for the delivery of tobacco products, prescription or non-prescription drugs, pornographic content or services, illegal downloads, illegal gambling or goods or services infringing intellectual property rights of a third party, or for any other goods or services the offering or provision of which is illegal under applicable law.
5.7. The Merchant shall co-operate with Micro Business Solution Lanka to investigate any suspected illegal, fraudulent or improper activity.
5.8. Upon commencement of the Agreement and at any time thereafter for purposes of complying with Regulatory Requirements, the Merchant shall provide Micro Business Solution Lanka with such information as Micro Business Solution Lanka may request, including information about the Merchant’s business, corporate structure and constitution, shareholders, partners, members, directors, key employees or, in the case of a trust, its beneficiaries. The Merchant shall provide, upon request by Micro Business Solution Lanka, copies of financial information and other information on the business of the Merchant, including bank and/or trade references.
5.9. The Merchant shall inform Micro Business Solution Lanka in writing of any changes to its business (including any change of control or constitution), business model or the goods and/or services it sells, leases or distributes or of any change to Regulatory Requirements to which it is subject (including but not limited to changes to or the revocation of the licences it requires for its business) which might have an adverse impact on Micro Business Solution Lanka ’ compliance with applicable law or any of its Regulatory Requirement, or the Merchant’s credit and/or financial standing (“Material Change”) without undue delay prior to the change(s) coming into effect and in any event prior to taking or making payments related to the Material Change.
5.10. The Merchant shall provide its customers with a clear and fair return and refund policy. Upon request, the Merchant shall provide to Micro Business Solution Lanka a copy of its return and refund policy and shall notify Micro Business Solution Lanka of any subsequent change to such policy.
6. Reserve and Security 6.1. Micro Business Solution Lanka may establish a Security in relation to the Merchant for the purpose of providing a source of funds to pay Micro Business Solution Lanka for any and all, actual and reasonably anticipated claims, losses, cost, penalties and expenses.
6.2. If Micro Business Solution Lanka elects that the relevant Security shall include the establishment of a Reserve, then: Micro Business Solution Lanka shall be entitled to prevent the Merchant from withdrawing a sum determined by Micro Business Solution Lanka (in its sole discretion) from the Merchant Account. Alternatively, at Micro Business Solution Lanka ' sole discretion, Micro Business Solution Lanka may elect for the Security to be a bank guarantee in which case the Merchant shall, upon request, procure a bank guarantee in favor of Micro Business Solution Lanka by a bank and in a form acceptable to Micro Business Solution Lanka and in an amount determined by Micro Business Solution Lanka. The Security shall remain in place regardless of any termination of this Agreement for as long as there are residual or contingent liabilities of the Merchant to Micro Business Solution Lanka. The amount of the Reserve (either expressed as an absolute amount or as a percentage of past payments into the Merchant Account) shall be determined by Micro Business Solution Lanka from time to time in its sole discretion. Where a Reserve has not been established at the commencement date of this Agreement, Micro Business Solution Lanka shall notify the Merchant of the imposition of a Reserve, its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of this Agreement.
6.3. Without restricting Micro Business Solution Lanka’ discretion under clauses 6.1 and 6.2, Micro Business Solution Lanka may take into account, amongst others, the following factors when determining the amount to be secured in a Reserve:
6.3.1. The risk of the merchant ceasing or transferring its business or a substantial part thereof;
6.3.2. The risk of the Merchant materially altering the nature of its business;
6.3.3. If the Merchant’s business activities carry a higher than normal risk of chargebacks or other reversals of customer payments;
6.3.4. The Merchant’s overall financial standing;
6.3.5. The risk of the Merchant becoming insolvent or otherwise unable to pay debts as they fall due;
6.3.6. where Micro Business Solution Lanka receives a disproportionate number of customer complaints, chargebacks or other payment reversals, fines, penalties or other liability related to the Merchant Account; or
6.3.7. Where Micro Business Solution Lanka reasonably believes that the Merchant will not be able to perform its obligations under this Agreement.
6.4. The Merchant agrees to provide Micro Business Solution Lanka, upon reasonable request and at the Merchant’s expense, with information about its financial and operational status, including but not limited to the most recent financial statements and management accounts. The Merchant shall also undertake, at its own expense, any further action (including executing any necessary documents and registering any form of document) necessary to establish such Security as is reasonably required by Micro Business Solution Lanka.
6.5. Micro Business Solution Lanka shall have the right, at any time, without notice to offset any claims, costs, charges, penalties and expenses from any Security, Reserve or current balance in the Merchant Account. In addition, the Merchant shall pay such amounts as Micro Business Solution Lanka notifies it into the Reserve to replenish any deducted amount. If required by Micro Business Solution Lanka, the Merchant shall pay such amounts into its Merchant Account as reasonably determined by Micro Business Solution Lanka to fund a Reserve or to react to any increased risk of payment reversals that are not covered by the Merchant Account’s then current balance.
7. Fees 7.1. The fees payable by the Merchant for the Micro Business Solution Lanka Services are as set out in the cover pages and/or the Fee Schedule. 7.2. A chargeback fee of $30 per chargeback of credit or debit card transactions and $20 per chargeback of direct debits applies, regardless of whether the chargeback is subsequently challenged or reversed. 7.3. Any fee payable by the Merchant shall be deducted from the Merchant Account balance. If the Merchant Account balance is insufficient, or the Merchant Account balance becomes negative, Micro Business Solution Lanka reserves the right to invoice the Merchant for any shortfall 7.4. Where Micro Business Solution Lanka is unable to deduct any fees or other monies payable by the Merchant from the balance of the Merchant Account Micro Business Solution Lanka shall issue an invoice for the amount owed. Invoices are payable within fifteen (15) days of the date of the invoice.
8. Taxes
It is the Merchant's responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. Micro Business Solution Lanka is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction.
9. Relationship of the parties
The Merchant and Micro Business Solution Lanka are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.
10. Change of Terms and Conditions Micro Business Solution Lanka shall at any time be entitled to amend, supplement or vary any of these terms and conditions at its absolute discretion with or without notice to the Merchant and such amendments, supplements or variations shall be binding on the Merchant.
11. Entire Agreement
This Agreement including all Schedules and other documents referred to herein and the Terms of Use and all documents referred to therein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
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