HomeMy WebLinkAboutCC Resolution 12511 (Credit Card Processing for Business License Tax Payments)RESOLUTION NO. 12511
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL WAIVING COMPETITIVE BIDDING AND APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
WITH WESTAMERICA BANK TO PROVIDE ONLINE CREDIT CARD
PROCESSING FOR BUSINESS LICENSE TAX PAYMENTS.
The City Council of the City of San Rafael resolves as follows:
Competitive bidding is waived for the reasons stated in the staff report as
authorized by the San Rafael Municipal Code Section 2.55.070 (D), and the City
Manager is authorized to execute, on behalf of the City of San Rafael, an agreement
with WestAmerica Bank, a copy of which is attached hereto as Attachment I and by this
reference made a part hereof.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a regular meeting
of the City Council of said City held on Monday, the 16th day of June, 2008, by the
following vote, to wit:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Brockbank, Connolly, Heller, Miller & Mayor Boro
None
None
ESTHER C. BEIRNE, City Clerk
f 9-'!� / /
BANK
Merchant Application
0 New Merchant 0 Cl ange of Ownership 0 Additional Location 0 Other (describe)
TELL TIS ABOUT YOUR BUSINESS / (�
Your Le al Company Name f Yogr Total Annual Cash and Credit Sales: $ �t 000t 0
00
v/ DBA Name: (Maa.Tength 22 sl aces includes space, comma (,), period O, etc.) Annual MCNISA Volume: S rUIJI/r
__—__--_,_—__—_,_..---__._ ✓Average Ticket/Sales Amount: S.Q1.m-il. 0
Business Location Address: t Percent of MC/VISA sales of product or service with deferred
(b) D -M �t/y ej Minn
i delivery. Percentage of Cardholders that do npt Immediately receive
city.. �� State l 7 T �I r �1�71) I their goods/services such as awaiting shipping or delivery or advance
reservations.
Billing Address: p X ! t-- 1 } /L Q Percentage:
City:
n' f N {ex /� yJ(�(j, 7y D C e Time Frame for Delivery or Receipt of Service:_0Days
)/ Your Busine Phone: (/ ` 24 Hr. Fax Number
("l
305►1 ( )
tf Name of Signer.
✓ Title of Signer.
Please Check Ownership Type: 0 Sole Ownership
0 Partnership 0 Limited Liability Company
Corporation
fi
0 Non -Profit 0 Limited Partnership
p.
State Incorp: MonthCYear Started:— 1
Number of Employees:
/-� l �.
Your Previous Merchant Number:
Y Federal Tax ID #01LA(0 00i1`-1•�`1
✓ W
Business Type:
Business Description:bu5inoory
I%Products/Services You Sell; I ry I G• TAX
Check Reason for Changing: 0 Rate 0 Service 0 Terminated
0 Other
How many locations do you I ave?
(Iftnon Man ana, attnch addrata of other location)
Do You Have Previous Processor Statements? J MOVisa Cl Debit
(If rhe,ked, pleats provide eopla of: contecut(ve months ofUCIVISA oadlor I month ofDebio
/
Y I SHARE YOUR OWNERZNFORMATION
Owner/Partner/OtTicer Name
Home Pltone: Social Security Number.
Title: Home Address:
City: State: Zip:
Owner/Partner/Officer Name
Home Phone: Social Security Number.
Title: Home Address:
City: State: Zip:
i
I OTHER ENCLOSURES (CHECKOFF)
0 Financial Statements 0 Brachurr-VAds/Catalogs 0
Purchase Card/Mktg, Material 0 Other
and Tax Returns (Direct Marketing Only)
(2 years most recent)
MAIL/TELEPHONERNTERNET ORDER SALES INFORMATION
V I. Mag swiped_%+ eyed manually . - 100%
2. Mail
order a/ + wane ordcr a/ + In-store %
lntemet„ a/o + . rpde shgws „ _,,,,% - 100%
3. MC/Visa sales are deposited tcheck one):
0 Date of ordcr 0 Doc of delivery n Other:
(specify)
W. Who performs product/service fullftllinent7
Direct 7 Vendor ?
If vendor, Provide name, address, phone number:
8. What card transaction verification steps do you take to protect
you from cardholder oris -use (i.e. address verification, call
backs, etc.
4. Method of advertising: O Catalog %T Brochure/Dircct mail
DTV/Radio O Internet t_7 Phone !7 Newspaper/Journal
0 Other (specify) 9. Docs any of your cardholder billing involve automatic renewals
ior recurring transactions7
5. Do you have a Web site? U Yes i r No 0 Yes O No
If yes, provide the Web site address:,,,
G. Do you use or plan to Use a telemarketing service to advertise or r
solicit soles? I I Yes 0 No
CCra•t, WAD (02104) Attachment I
With the knowledge and urderstanding of above mentioned issues, the Joerchant requests the consent of the Bank to process
mall/telephone and/or prLm authorized transactions exceeding 25% of the Merchant's monthly credit card sales volume
After receiving your Welcor rre Kit, you are required to contact the Helpdesk for training and a better understanding of the rules and
regulations for processing ' /isa and MasterCard transactions.
'Interchange is the additioral fee assessed by the bankcard associations for a transaction that does not meet normal processing
requirements. These Include: A transaction processed after the standard time frame has elapsed: a transaction entered using a
method that differs from yo rr setup, for example, a merchant that /s setup to swipe card will generate Interchange If a card Is hand
key entered.
Note: Any expenses associated with communication lines (i.e. telephone, leased line, etc) including installation, monthly service,
message units, Is the responsibility of merchant.
I understand and agree to the above listed fees/charges and authorize the Bank, pr its agents, to charge my account for applicable
fees, as they become due without additional prior notice.
Date:
•r
Merchant Name City of San Rafael
CC70-17WAB (REV MM)
Merchant Signatur
" (-WESTAMERIC4 UNK
PREFACE
Merchant Agreement
Thank you for selecting us for your credit card processing needs.
Accepting credit cards provides a convenience to your customers, increases your customers' ability to spend at your establishment, and helps
speed payment to your account. Credit cards also present risk of loss and non-payment that are different than those with other payment systems.
In deciding to accept credit cards, you should be aware that you are also accepting these risks.
Visa U.S.A., Inc. ("VISA") and MasterCard International Incorporated ("MasterCard") are associations of banks that electronically exchange sales
drafts and Chargebacks for credits and debits. (We will refer to both VISA and MasterCard as "Associations.") Sales drafts are electronically
transferred from banks that acquire them from merchants such as yourself (these banks are referred to as "Acquirers") through the appropriate
Association, to the bank that issued the Cardholder's credit card (these banks are referred to as "Issuers" or "Issuing Banks"). The Issuing Banks
then bill their cardholders for the transactions. The Associations charge the Acquirers interchange fees and assessments for submitting
transactions into their systems. A substantial portion of the discount rate that you are paying will go toward these fees and assessments.
In order to speed up the payment process, the Issuer transfers the funds back through the Association to the Acquirer at approximately the same
time that the Issuer receives the electronic sales drafts. Even though the payments under this system are made simultaneously, all payments made
through the Associations are conditional and subject to reversals and adjustments.
The Associations have developed rules and regulations (the "Association Rules") that govern their member banks in the procedures,
responsibilities and allocation of risk for this process. The Association Rules and applicable banking laws give Cardholders and Issuing Banks
certain rights to dispute transactions, long after payment has been made to the merchant. These disputed transactions are referred to as
Chargebacks.
We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can attempt to
reverse a Chargeback to the Issuing Bank, we can only do so if the Issuer agrees to accept it or the Association requires the Issuer to do so after a
formal appeal process. Sometimes, your customer may be able to successfully charge back a credit card transaction even though you have
provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue claims
directly against that customer, we will not be responsible for such transactions.
You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing.
From time to time you may have questions regarding the contents of this Agreement with us. The following information summarizes
portions of this Agreement in order to assist you in answering some of the questions we are most commonly asked:
1. Certain terms of the Agreement such as pricing are dependent upon the information you have provided and certain assumptions
regarding your business and bankcard processing. The price charged may be changed retroactively in the event the information or
assumptions are incorrect or there is a change in your business. If you are "billed back" for such an increase in price you may be charged
an additional amount with regard to each transaction processed at the incorrect price.
2. We may debit your bank account from time to time for amounts owed to us under the Agreement.
3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or settlement account.
For a more detailed discussion regarding Chargebacks see Section 9.
4. If you dispute any charge or funding, you must notify us within 45 days of the date of the statement where the charge or funding
appears.
5. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 20.
6. We have assumed certain risks by agreeing to provide you with bankcard processing. Accordingly, we may take certain actions to
mitigate our risk, including termination of the Agreement under certain circumstances.
7. By executing this Agreement with us you are authorizing us to obtain financial and credit information regarding your business and the
signer of the Agreement throughout the term of the Agreement.
8. The Agreement contains a provision that in the event you terminate the Agreement early, you will be responsible for the payment of
an early termination fee as set forth in Section 27 and on the back of this Application under "Additional Fee Information."
We hope that the above information is helpful to you. Of course, in the event any of the above information conflicts with the Agreement, the
terms of the Agreement will control.
This booklet describes your merchant processing service program. It contains the operating procedures and other terms under which we
will accept credit card transactions. Any alteration of these procedures and other terms must be in writing and signed by our authorized
management representative. Please read this booklet completely as it contains important information.
CC70-10WAB.TOC (6144)
Program Guide
Table of Contents
Operating Procedures
MasterCard and VISA Acceptance
1.1. Card Descriptions
1.2 Effective/Expiration Dates
1.3. Valid Signature
1.4. Users Other Than Cardmembers
1.5. Special Terms
1.6. Delayed Delivery or Deposit Balance
1.7. Recurring Transaction and
Preauthorized Order Regulations
1.8. Honoring Cards
1.9. Deposits of Principals
1.10. Lodging Services Programs
1.11. Displays and Advertising
1.12. Cash Payments by and Cash Disbursements
to Cardholders
2. Suspect Transactions
6. Settlement
7. Refunds/Exchanges (Credits)
7.1. Refunds
7.2. Exchanges (Credits)
8. Retention of Records
3. Completion of Sales/Credit Slips
3.1. Information Required 10
3.2. Mail/Telephone Orders
3.3. Customer Service Telephone Numbers for Cards
Other Than MasterCard and VISA
4. Authorizations
4.1. Authorization via Telephone
(Other Than Terminal/Electronic Device Users)
4.2. Authorization via Electronic Devices
4.3. Third Party Authorization System
4.4. Electronic Cash Registers (ECR)
4.5. Electronic Data Caputre (EDC)
4.6. Automated Dispensing Machines
4.7. Pre -Authorization for T&E (Travel &
Entertainment) And Restaurant Merchants
4.8. Vehicle Leasing/Rental Merchants
Chargebacks and Other Debits
9.1.
Chargebacks
9.2.
Chargeback Process/Dispute
9.3.
Chargeback Reasons
9.4.
Other Debits
9.5.
Summary (Deposit) Adjustments/Electronic
Rejects
9.6.
Disputing Chargebacks, Debits and Summary
Adjustments
9.7.
Chargeback Reversals/Collections
Account Maintenance
10.1. Change of DDA Number (Checking Account)
10.2. Change in Legal Name or Structure
10.3. Change Company DBA Name,
Address or Telephone Number
11. Association Compliance
11.1. VISA Compliance Programs
11.2. MasterCard Compliance Programs
12. Equipment Terms
12.1.
Alterations/Replacement of Equipment Provided
12.2.
Replacement of Merchant -Owned Equipment
12.3.
Relocation or Requesting Additional Equipment
12.4.
Returning Equipment
12.5.
Imprinters
5. Submission/Deposit of Sales/Credit Slips 13. Supplies
5.1. Submission of Sales for Merchants 13.1. Placing Orders
Other Than Your Business
5.2. Timeliness
5.3. Mail/Branch Deposit Procedures
5.4. Electronic Merchants: Daily Batching
Requirements & Media Submission
General Terms
14. Services 22. Assignments
15. Operating Procedures; Association Rules 23. Term; Events of Default
16. Settlement of Card Transactions 24. Reserve Account; Security Interest
17. Financial Accommodations 25. Financial and Other Information
18. Fees; Adjustments; Collection of Amounts Due 26. Indemnification
19. Chargebacks 27. Early Termination
20. Representations; Warranties; Limitations on Liability; 28. Special Provision Regarding JCB and Diners Club
Exclusion of Consequential Damages 29. Special Provisions for TeleCheck
21. Confidentiality 30. Miscellaneous
OPERATING PROCEDURES
This Section of the Program Guide describes the procedures and methods for submitting credit card transactions for payment, obtaining
authorizations, responding to Chargebacks and media retrieval requests, and other aspects of the operations of our services.
We are a full-service financial transaction processor dedicated, among other processing services, to facilitating the passage of your sales
tickets back to the thousands of institutions who issue the MasterCard and VISA Cards carried by your customers, as well as to the
independent Card Issuers of American Express/Optima, Diners Club/Carte Blanche, Discover, and JCB. The Operating Procedures
contained in this Section focus primarily on the MasterCard and VISA Associations' operating rules and regulations, and seek to provide
you with the principles for a sound Card program. They are designed to help you decrease your Chargeback liability and train your
employees. (In the event we provide authorization, processing or settlement of transactions involving Cards other than MasterCard and
VISA, you should also consult those independent Card Issuers' proprietary rules and regulations.)
1. MasterCard and Visa Acceptance
1.1. Card Descriptions. At the point of sale, the card must be carefully examined to determine whether it is a legitimate and valid
card. The name of the Card (e.g., VISA/MasterCard) and Card Issuer (e.g., XYZ Bank, etc.) should appear in bold letters on
the Card. The following is a description of the authorized VISA and MasterCard Card designs:
• VISA Cards have the VISA symbol on the right-hand side of the Card. Above the VISA symbol is the 3-dimensional
hologram of the VISA Dove design. The words Classic, Preferred, Gold or Business can also appear in which case a
bold letter designator of CV, PV, GV or BV will be present. VISA Cards contain a 13 -or 16 -digit account number
embossed across the middle of the Cards and the first. digit is always a four (4). In addition, the Classic and Preferred
Cards have the first four digits of the account number printed directly above the embossed number. You must always
check these numbers carefully to ensure that they are the same. Only VISA Cards fitting this description may be accepted.
• MasterCard Cards are issued under the following names: MasterCard, EuroCard, Access, Union, Million and Diamond.
The MasterCard symbol appears on the right hand side of the Card. MasterCard and the Globe designs appear in a
3-dimensional hologram above the symbol. In addition, the words, Classic, Preferred, Gold or Business may appear.
MasterCard account numbers are always 16 digits and the first digit is always a five (5). Only MasterCard Cards
fitting this description maybe accepted.
1.2 Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if
present) and expiration (valid to) dates which are located on the face of the Card. The sale date must fall on or between
these dates. Do not accept a Card prior to the effective date or after the expiration date. Otherwise, you are subject to
a Chargeback and could be debited for the transaction.
1.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered within
any fashion (an altered signature panel may appear discolored, glued or painted, or show erasure marks on the surface). The
signature on the back of the Card must compare favorably with the signature on the sales slip. The sales slip must be signed in
the same format as the signature panel on the Card; e.g., Harry E. Jones should not be signed H.E. Jones.
• VISA: If the Card is not signed, call our Voice Authorization Center and request to speak to a Code 10 operator. Explain
that you have an unsigned VISA Card and need Card Issuer approval.
• MasterCard: If the Card is not signed and the Cardmember refuses to sign the Card, do not accept it for a transaction.
If the Cardmember is willing to sign the Card in your presence, request two pieces of valid and current identification
(e.g., driver's license, another bankcard, etc.).
1.4. Users Other Than Cardmembers. A Cardmember may not authorize another individual to use his/her Card for purchases.
Be sure the signature on the Card matches with the one on the sales slip. Furthermore, any Card having two signatures on the
back panel is invalid and if a sale is made with this Card, it can result in a Chargeback. For Cards bearing a photograph of the
Cardmember, ensure that the Cardmember appears to be the person depicted on the picture which appears on the Card. If you
have any questions, call the Voice Authorization Center and request to speak to a Code 10 operator.
1.5. Special Terms. If you limit refund/exchange terms or other specific conditions for credit Card sales, the words "No
Exchange, No Refund," etc. must be clearly Drinted (in '/4" letters) on the imprinted sales slip (or electronic equivalent; i.e.,
the receipt printed when a Card is swiped through a terminal) near or above the Cardmember's signature. The Cardmember's
copy, as well as your copy, must clearly show this information. Never give cash check or in-store credit refunds for Card
sales. NOTE: A qualifier does not completely eliminate your liability for a Chargeback because consumer protection
laws and Association Rules frequently allow the Cardmember to return disputed items.
1.6. Delayed Delivery or Deposit Balance. In a delayed delivery transaction whereby a Cardmember makes a deposit toward the
full amount of the sale, you should execute two separate sale slips (each completed fully as described in Section 3.1.), the first
for a deposit and the second for payment of the balance upon delivery of the merchandise or the performance of the services.
• For VISA transactions, you must obtain separate authorizations for each of the two sales slips. You must assign the
separate authorization number to each sales slip, respectively. You must note on such sales slips the words "delayed
delivery," "deposit" or "balance," as appropriate, and the authorization dates and approval codes.
For MasterCard transactions, you must obtain one authorization. You must note on both sales slips the words "delayed
delivery," "deposit" or "balance," as appropriate and the authorization date and approval code.
NOTE: If delivery is more than twenty-five (25) days after the original transaction date (and the initial authorization request),
we recommend you reauthorize the unprocessed portion of the transaction prior to delivery. If the transaction is declined,
contact the Cardmember and request another form of payment. For example: On January 1, a Cardmember orders $2,200
worth of furniture and you receive an authorization for the full amount; however, only a $200 deposit is processed. The above
procedures are followed, with a $2,000 balance remaining on the furniture, the $2000 transaction balance should be
reauthorized.
1.7. Recurring Transaction and Preauthorized Order Regulations. If you process recurring transactions and charge a
Cardmember's account periodically for recurring goods or services (e.g., monthly insurance premiums, yearly subscriptions,
annual membership fees, etc.), the Cardmember shall complete and deliver to you a written request for such goods or services
to be charged to his account. The written request must at least specify the transaction amounts, the frequently of recurring
charges and the duration of time for which the Cardmember's permission is granted.
If the recurring transaction is renewed, the Cardmember must complete and deliver to you a subsequent written request for the
continuation of such goods or services to be charged to the Cardmember's account. You may not complete a recurring
transaction after receiving a cancellation notice from the Cardmember or a response to an authorization request that the Card
is not to be honored.
You must obtain an authorization for each transaction and write "Recurring Transaction" (or "P.O." for MasterCard
transactions) on the sales slip in lieu of the Cardmember's signature. A Recurring Transaction or Preauthorized Order may
not include partial payments for goods or services purchased in a single transaction.
You may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order.
1.8. Honoring Cards. The following rules are requirements strictly enforced by VISA and MasterCard:
• You cannot establish minimum or maximum amounts as a condition for accepting a Card.
• You cannot impose a surcharge or fee for accepting a Card.
• You cannot establish any special conditions for accepting a Card.
• You cannot establish procedures that discourage, favor or discriminate against the use of any particular Card.
• You cannot require the Cardmember to supply any personal information (e.g., home or business phone number; home or
business address; or driver's license number) unless instructed by the Authorization Center. The exception to this is for
a Mail/telephone order or delivery -required transaction.
• Any tax required to be collected must be included in the total transaction amount and not collected in cash.
• You cannot submit any transaction representing the refinance or transfer of an existing Cardmember obligation deemed
uncollectible.
• You cannot submit a transaction or sale that has been previously charged back. You must deliver at least one copy of the
sales slip or credit slip to the Cardmember.
1.9. Deposits of Principals. Owners, partners or officers of your business establishment are prohibited from depositing sales
transacted on their own personal bankcards, other than transactions for valid purchases of goods or services (e.g., cash
advances are prohibited).
1.10. Lodging Services Programs. In the event you are a lodging merchant and wish to participate in VISA's and/or MasterCard's
lodging services programs, please contact your Sales Representative/Relationship Manager for details and the appropriate
MasterCard and VISA requirements.
1.11. Displays and Advertising. You must display VISA, MasterCard and, if applicable, other Association decals and program
marks on promotional materials as required by Association Rules. You may not indicate that VISA, MasterCard or any other
Association endorses your goods of services.
1.12. Cash payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders
for charges of merchandise or services which have been included on a Sales Draft; it is the right of the Card Issuing Bank to
receive such payments, Taxes on Card transactions must be included in the amount charged and may not be collected by you I
in cash. You may not make any cash disbursements to a Cardholder as part of a Card transaction except to the extent expressly
authorized by the Agreement or the Association Rules.
Suspect Transactions
If the appearance of the Card being presented or the behavior of the person presenting the Card is suspicious in nature,
you must immediately call the Voice Authorization Center and ask to speak to a Code 10 operator. Answer all their
questions and follow their instructions. While not proof that a transaction is fraudulent, the following are some suggestions to
assist you in preventing fraud transactions that could result in receiving a Chargeback:
Ask yourself, does the Customer:
• appear nervous/agitated/hurried?
• appear to be making indiscriminate purchases (e.g., does not care how much an item costs, the size, etc.)?
• make purchases substantially greater than your usual customer (e.g., your average ticket/purchase is $60, but this
transaction is for $360)?
• insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle, is not interested in free delivery,
alterations, etc.)?
• appear to be purchasing an unusual amount of expensive items?
• take an unusual amount of time to sign the sales slip, or look at the back of the Card as he signs?
• talk fast or carry on a conversation to distract you from checking the signature?
• take the card from a pocket instead of a wallet?
• repeatedly come back, in a short amount of time, to make additional purchases?
• cause an unusual, sudden increase in the number and average sales transactions over a one- to three-day period?
• tell you he has been having some problems with is Card Issuer and request that you call a number (that he provides) for
a special" handling or authorization?
Does the Card:
• have embossed characters the same size, height, style and all within alignment?
• appear to be re -embossed (the original numbers or letters may be detected on the back of the Card)?
• have a damaged hologram?
• have a magnetic stripe on the back of the Card?
• have an altered signature panel (e.g., appear discolored, glued or painted, or show erasure marks on the surface)?
• have "valid from" (effective) and "valid thru" (expiration) dates which coincide with the sale date?
If you use an electronic terminal and swipe the Card, make sure the account number displayed on the terminal and/or
the sales slip matches the embossed number on the Card. If you cannot or do not verify the account number and accept
the sale, you are subject to a Chargeback and could be debited for the amount of the transaction. IF THE NUMBERS
DO NOT MATCH, DO NOTA CCEPT THE CARD AS A FORM OF PAYMENT, EVEN THOUGHANA UTHORIZA TION
CODE FOR THE MAGNETICALLY SWIPED CARD NUMBER MAYBE RECEIVED.
Fraud -Prone Merchandise Tips:
• Jewelry, video, stereo, computer and camera equipment, shoes and men's clothing are typically fraud -prone because they
can easily be resold.
• Be suspicious of high dollar amounts and transactions with more than one fraud -prone item, e.g., two VCRs, three gold
chains, etc.
If you suspect fraud:
• Call the Voice Authorization Center and ask to speak to a Code 10 operator.
If the terminal does not display the Card number, call the POS Help Desk for a terminal upgrade.
Remember: An authorization code only indicates the availability of a Cardmember's credit at the time of the transaction. It
does not warrant that the person presenting the Card is the rightful Cardmember. If proper procedures are not followed at the
time of the transaction, you are subject to a Chargeback and your account may be debited for the amount of the transaction.
3. Completion of Sales/Credit Slips
3.1. Information Required. The following information must be contained on the sales slip:
• Clear imprint of the Card*
• Cardmember's account number
• Cardmember's signature
• Date of the transaction
• Amount of the transaction
• Description of the goods and/or services involved in the transaction (if there are too many items, combine them into one
description; e.g., "clothing" instead of "one pair of pants, one shirt"). Do not carry information onto a second sales slip.
• A valid authorization code
• Merchants d/b/a name and location (city and sate required)
*Please note: Whenever the term "imprint" is used it refers to the process of using a manual imprinting machine to make an
impression of the Card on a sales slip; it does not include the printout from a roll printer attached to an electronic device. If
you use an electronic device (e.g., authorization/draft capture terminal, cash register, etc.) and swipe the Card to read and
capture the Card information via the magnetic stripe, you do not have to imprint the Card. HOWEVER, IF YOUARE
UNABLE TO SWIPE THE CARD (e.g., DUE TO A DEFECTIVE MAGNETIC STRIPE OR YOUR TERMINAL IS
DOWN), YOU MUST IMPRINT THE CARD TO PROVE THAT THE CARD WAS PRESENT AT THE TIME OF THE
TRANSACTION. IN ADDITION, THE SALES SLIP MUST HAVE THE CARDMEMBER'S SIGNATURE. Failure to
follow these procedures may result in a Chargeback. ENTERING INFORMATION INTO A TERMINAL MANUALLY
WILL NOT PREVENT THIS TYPE OF CHARGEBACK. For Mail/Telephone orders see Section 3.2.
We offer several types of imprinters to assist you in this process. For more information on which imprinter is best for your
organization, call the Customer Service center noted on your statement.
When imprinting sales slips, do not alter the Cardmember account number, circle or underline any information on the sales slip
or alter a sales slip in any way after the transaction has been completed and signed. Stray marks and other alterations on a sales
slip may render it electronically unscannable or unreadable/illegible. This may result in a Chargeback or summary adjustment
to your account.
A copy of the completed sales slip must be given to the Cardmember at the time of the transaction.
3.2. Mail/Telephone or Internet Orders. You may only engage in mail/telephone or Internet orders provided they do not exceed
10% of your transactions unless a higher percentage has been disclosed in your approved Application. Failure to adhere to this
requirement may result in cancellation of your Agreement.
Since you will not have an imprinted or magnetically swiped transaction and you will not have the Cardmember's signature on
the sales slip as you would in a face-to-face transaction, you will assume all risk associated with accepting a mail/telephone or
Internet order transaction. It is with this in mind that we recommend the following:
• On the sales slip, clearly print the Cardmember's account number, effective and expiration dates; date of transaction;
description of the goods and services; amount of the transaction (including shipping, handling, insurance, etc.);
Cardmember's name, billing address and shipping address; authorization code; and merchant's name and address (city
and state required.)
• For mail/telephone and Internet order authorization inquiries, you must obtain the expiration date of the Card.
• If a Cardmember's account is invalid, the sale will result in a summary adjustment, electronic reject, or a Chargeback.
• For mail orders, write "MO"; for telephone orders, write "TO"; for Internet orders, write "10" on the Cardmember's
signature line.
• For your protection, it is best to have the Cardmember's signature on file or to utilize address verification (see following)
to provide an indication as to whether the purchaser is indeed the Cardmember, as you are responsible for identification of
the Cardmember and the validity of the Card user.
• For telephone orders, it is recommended that written verification of the sale be requested from the Cardmember (sent by
mail or fax).
• You may not submit a transaction for processing until after the merchandise has been shipped or the service has been
provided to the customer. (VISA will permit the immediate billing of merchandise manufactured to the customer's
specifications [i.e., special/custom orders] provided the Cardmember has been advised of the billing details.)
• Notify the Cardmember of delivery timeframes, special handling or of a cancellation policy. Merchandise shipping dates
must be within seven (7) days of the date authorization was obtained. If, after the order has been taken, additional delays
will be incurred (e.g., out of stock), notify the Cardmember.
• You may not require a Cardmember to complete a post card or other document that displays the Cardmember's account
number in clear view when mailed.
4
If you are interested in our Address Verification Service, please contact Customer Service for details. This service is not a
guarantee against Chargebacks, it is designed to assist you in reducing the risk of fraud.
3.3. Customers Service Telephone Numbers for In -One Gold Services which include MasterCard, VISA, Diners and JCB
authorization, capture, funding as well as TeleCheck Check Guarantee services can be found on the back of the Merchant
Processing Application (located after the Program Guide).
Customer Service Telephone Numbers for Card types which are funded by individual Associations include:
American Express/Optima 1-800-528-5200
Diners Club/Carte Blanche 1-800-525-7376
Discover/NOVUS 1-800-347-2000
JCB, International 1-800-366-4522
4. Authorizations
All transactions must be authorized in one format or another (e.g., via terminal, VRU or Voice). Failure to authorize a sales
transaction may result in a Chargeback and/or the termination of your Agreement.
An Authorization only indicates the availability of the Cardmember's credit at the time the authorization is requested.
It does not warrant that the person presenting the Card is the rightful Cardmember, nor is it an unconditional promise
or guarantee that you will not be subject to a Chargeback or debit.
For Cards other than MasterCard and VISA (e.g., AMEX, Discover, JCB, etc.) or for check acceptance, you must follow the
procedures for authorization and acceptance for each.
• You may not attempt to obtain multiple authorizations for a single transaction. If a sale is declined, do not take alternative
measures with the same Card to obtain an approval of the sale from other authorization sources. Instead, request another
form of payment. If you accept and process a transaction that was declined, or attempt multi -transactions and/or
multi -authorizations, you are subject to a Chargeback and cancellation of your Agreement.
4.1 Authorization via Telephone (Other Than Terminal/Electronic Device users)
• Call your designated voice authorization 800 number and enter authorization information into the voice response unit
(VRU) using a touch-tone phone.
• If advised to pick up a Card, use reasonable and peaceful means to do so. Forward the Card to: Merchant Services,
Attention Rewards Department, P.O. Box 5019 Hagerstown, MD 21740. You may be paid a reward for the return of the
Card.
• On occasion, the Authorization Center will ask you to obtain identification from the Cardmember before issuing an
approval code. If you are instructed to do so, clearly write the appropriate identification source and numbers in the space
provided on the sales slip unless otherwise prohibited by law.
• If the sale is declined, please remember that our operators are only relaying a message from the bank that issued the Card.
The fact that a sale has been declined should not be interpreted as a reflection of the Cardmember's creditworthiness. The
Cardmember should be instructed to call the bank that issued the credit card.
4.2. Authorization via Electronic Devices
• If you use electronic authorization equipment, all sales must be authorized through this equipment.
• Call your designated voice authorization 800 number and enter authorization information into the voice response unit
(VRU) using a touch tone phone for MasterCard, VISA and JCB cards.
Call the following for other card types:
American Express/Optima 1-800-528-2121
Diners Club/Carte Blanche 1-800-525-9040
Discover/NOVUS 1-800-347-1111
JCB, International 1-800-522-8788
Available: 24 hours/day; 7 days/week
• If your terminal malfunctions, refer to your terminal manual or call the POS Help Desk. The problem will either be
corrected immediately or may require reprogramming or replacement of the terminal.
• Until the terminal becomes operable, you must call your designated voice authorization 800 number and enter
authorization information into the voice response unit (VRU) using a touch-tone phone. Furthermore, each
transaction must be imprinted using a manual imprinter machine. Failure to obtain an authorization and to
imprint these transactions could result in a Chargeback to your account.
• During the period in which your terminal is not functioning, remember to check it periodically since most terminal
problems are temporary in nature and are quickly corrected.
• If a terminal is moved or if wires are disconnected, causing a malfunction, call the POS Help Desk immediately and
follow their instructions. You may be responsible for any service charges incurred for reactivation of the terminal.
4.3. Third Party Authorization System. If you have contracted with another authorization network to obtain credit card
authorization, i.e., your terminal can split dial (dial directly to the Tbird Party Authorizer), liability resulting from discrepancies
with that network must be resolved between you and the network. We will not be responsible for researching Chargebacks
resulting from authorizations obtained from another authorization service organization. Such Chargebacks will be passed
through to you for resolution. You must obtain proof (e.g., third party authorization logs) from the authorization source and
submit it to us within the time frame specified on documentation received.
IF YOU CONTRACTED TO USE ONE OF THE MERCHANT SER VICES A UTHORIZATION SER VICES, DO NOT USE
ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE. OTHERWISE, WE WILL BE UNABLE
TO SUCCESSFULLY RESEARCH AND DEFEND ANY A UTHORIZA TION RELATED CHARGEBACKS ON YOUR BEHALF.
THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF
AUTHOR171TION, INHIBITING YOUR RIGHTSAND REDUCING THE SUCCESS OFA CHARGEBACK REVERSAL
4.4. Electronic Cash Registers (ECR). If you use electronic cash registers linked to our authorization network, all sales must be
authorized through the cash registers. Should the register malfunction, or the Authorization lines or network fail to
function, you must call the Voice Authorization Response Unit on ail sales and obtain a manual Card imprint.
4.5. Electronic Data Capture (EDC). For merchants utilizing the Electronic Data Capture service, all transactions must be
entered into the terminal for authorization and capture. Should the terminal become inoperable, call the POS Help Desk. If
a "referral" is received, call the Voice Authorization Response Unit. All approved sales authorized in this manner must
be ew r Mrd manually as "post authorization" transactions into the terminal, once the terminal becomes operational. All
credtions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a
referral ano 7sequently receive an approval. To avoid such a Chargeback, the Card should be imprinted using a manual
imprinting n hine. (For specific procedures on Electronic Data Capture, refer to the Operating Instructions/UserGuide.) If
the terminal malfunctions for more than twenty-four (24) hours, contact Customer Service for further instructions on
processing your transactions.
4.6. Records must be produced for all transactions whose origin and data capture uses Automated Dispensing Machines or Limited
Amount Terminals. Records should at least include the Cardmember account number, merchant's name, terminal location,
transaction date and amount.
4.7. Pre -Authorization for T&E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in
providing travel and/or entertainment services (e.g., car rentals, hotels, motels, etc.) or a restaurant business, and engage in the
practice of "pre -authorization":
• A hotel, motel, or car rental merchant may obtain an estimated VISA or MasterCard authorization at the time of check-in.
A restaurant may obtain a pre -authorization for an amount which would include anticipated gratuities.
• You must notify the Cardmember of the dollar amount you intend to "Pre -Authorize."
• If the final amount charged to the Cardmember exceeds the original estimate by more than 15% above the pre-
authorization, you must authorize any additional amounts. All incremental authorization codes must be written in the
authorization area along with the date of each authorization and the amounts authorized each time. This information will
assist us, on your behalf, in case of an authorization -related Chargeback.
• If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice
Authorization Response Unit to delete the authorization hold. Provide the Cardmember's account number, original dollar
amount and date of the transaction, and the authorization code. If a new transaction takes place, a new imprinted and
signed sales slip for the exact amount and new authorization code for that amount must be obtained.
• If you receive a decline on a transaction, you must wait twenty-four (24) hours before attempting to reauthorize. If you
reauthorize prior to this time frame and receive an approval, you may be subject to a Chargeback.
• Restaurants are allowed up to 20% (instead of 15%) variance above the amount authorized. If the final amount exceeds
• Car Rental providers may not include in their pre -authorized amounts any amounts to cover potential vehicle damage or
insurance deductibles when insurance has been waived at the time of rental by the Cardmember.
4.8. The amount "pre -authorized" by more than 20%, you must authorize the additional amount. Vehicle Leasing/Rental
Merchants. If you are a business engaged in the leasingtrenting of vehicles, your calculation and authorization of the
transaction amount may not include either the vehicle insurance deductible amount, or a standard amount to cover potential
damages if the Cardmember waives insurance coverage at the time of the estimated amount for which the authorization was
obtained. The above "additional 15% rule" in Section 4.7. applies to vehicle leasing/rental merchants as well.
5. Submission/Deposit of Sales/Credit Slips
5..1. Submission of Sales for Merchants Other Than Your Business. You may present for payment only valid debits which arise
from a transaction between a bonafide Cardmember and your establishment. If you deposit or attempt to deposit sales
between Cardmembers and any business other than your business, you will be subject not only to a Chargeback, but to
immediate termination of your Agreement and/or legal action.
5.2. Timeliness. In order to qualify for the lowest interchange discount rate, all sales and credit slips must be properly completed
and submitted daily. All sales/credit slips must be submitted within 30 days of the transaction. Late submission of
sales/credit slips may result in a Chargeback to you. If you have not received payment for submitted sales slips after one (1)
week from your normal payment date, contact Customer Service.
5.3. Mail/Branch Deposit Procedures. Complete the appropriate summary form designated for your use. Imprint the completed
summary with your Merchant Identification Card, if applicable, and sign it. Please do not staple or clip sales slips together or
to summary forms. This will distort the Cardmember's account number and may result in a summary adjustment or
Chargeback to you. Mail your deposits daily to us, or, if your agreement allows deposit at a local bank branch, you must make
daily deposits.
Do not send us the Merchant tissue copies (which are for your records); submit only the Bank hard copies of the transactions.
If Merchant tissue copies are submitted, they will be returned to you unprocessed.
5.4. Electronic Merchants: Daily Batching Requirements & Media Submission. If you deposit via magnetic tape, electronic
transmissions, or electronic data capture terminal (EDC ), and have contracted to send the actual sales and credit slips to us for
microfilming and retrieval, the sales slips (media) must be batched daily by register/terminal. Batches must be transmitted to
us by the time indicated on the application in order to be processed on the date of transmission. Failure to follow the
procedures below may result in a processing fee and/or a Chargeback due to our inability to retrieve the media as
requested by the Card Issuer.
• A register/terminal batch header form must be filled out for each batch of media.
• The batch header should be imprinted with your Merchant Identification Card, and all areas completed properly (i.e., batch
number, date, amount, number of items, etc.).
• The batch/deposit total must match to the settled/reconciled amount displayed on the terminal upon closing the batch.
• Any discrepancies between the actual media and electronic display must be reconciled and corrected before storing the
media (for merchants who contract to hold their media) or before sending us the copies of the deposit. Otherwise,
transactions may appear to be a new submission and may be manually keyed (causing duplicate billing to Cardmembers
and resulting in Chargebacks) or we may not be able to retrieve an item when requested by the Card Issuer.
• It is your responsibility to ensure that the actual media is batched correctly and, depending on the terms of your
Agreement, either stored at your location or sent to Processor. (In some cases, the actual media is sent daily to your head
office, and forwarded to Processor for microfilming.)
Settlement
Your Card transactions will be settled promptly after you submit sales and credit slips. You will be provided with settlement
funds in one of the following manners:
• Direct Settlement Account. If you maintain a Settlement Account at a financial institution with which we have
arrangements permitting direct payment of settlement funds, we will initiate a transfer of such applicable settlement funds
through a credit to the Settlement Account. Such settlement will generally occur by the second banking day after we
process the applicable Card transactions unless a different time is specified.
• Delayed Settlement. We reserve the right to delay settlement on Card transactions submitted for up to thirty (30) days.
7. Refunds/Exchanges (Credits)
7.1. Refunds
• You must promptly complete and submit a credit slip (with your name, city, state and merchant account number) for the
total amount of the refund due a Cardmember.
• Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc. (You
must identify the shipping and handling charges incurred.)
• A description of the goods or services is required.
• The transaction date of the credit must appear on the voucher.
• All dollar amounts and other handwritten information must be clearly written. (Stray marks on the credit slip will render it
unscann abl a/illegible.)
• Do not circle or underline any information.
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• Imprint the slip with tl me card used by the Cardmember to make the o, final purchase. Never give cash, check or
in-store credit refunds for credit Card sales.
• Sign the slip, give the Cardmember the appropriate copy, and deposit the credit slip immediately. Failure to process a
credit within five (5) calendar days may result in a Chargeback.
• Authorization is not required for refunds.
• You cannot intentionally submit a sale and an offsetting credit at a later date solely for the purpose of debiting and
crediting your own or a customer's account.
7.2. Exchanges (Credits).
• No additional paperwork is necessary for an even exchange. Just follow your standard company policy.
For an uneven exchange, complete a credit slip (follow the procedures outlined in Section 7.1) for the total amount of only
the merchandise returned. The Cardmember's account will be credited for that amount. Then, complete a new sales slip
for any new merchandise purchased.
Retention of Records
• If you have elected to have us prepare and retain images of your paper sales slips and credit slips, you must deliver the
originals or copies of your sales slips and credit slips in suitable form for imaging no later than seven (7) days from the
date of the transaction. However, you must retain legible copies of all sales slips and credit slips for at least six (6) months
following the date of each transaction. If you have arranged for us to capture and store data reflecting Card transactions
you electronically transmit, you must transmit all data required to be included on sales slips and credit slips.
• If you have elected to retain images or legible copies of your sales slips and credit slips, you must retain legible copies of
all sales slips and credit vouchers for a period of at least three (3) years from the date of each transaction.
I'Wess rou have elected to have us prepare and retain records of your Card transactions and have actually delivered all
data to us, you shall be responsible for the retrieval of all sales slips and credit slips requested by us within the
me limits established by Association Rules. You shall remain responsible for any deficiencies in Card
wn data transmitted or otherwise delivered to us even though we may have agreed to capture, produce images of,
store or retrieve any such data on your behalf.
9. Chargebacks and Other Debits
41 ;. You are responsible for all Chargebacks and related costs arising from your transactions. Your Settlement
also be debited in the event we are required to pay Association fees, charges, fines, penalties or other assessments
as a consequence of your sales activities. Such debits shall not be subject to the limitations of time specified elsewhere in the
Agreement. In the event you maintain a bank account with Bank, we may cause your bank account to be debited for the actual
or contingent Chargeback amount owed to us, pursuant to the Agreement. If an account is not maintained with Bank, we
may debit the actual or contingent Chargeback amount from your BankCard settlement, or from any other account
accessible to us by virtue of Section 18.5 of this Program Guide and the Electronic Funds Authorization on your
application.
9.2. Chargeback Process/Dispute. A Cardmember, or the Card Issuing Bank, has the right to question/dispute a transaction. In
many cases, before a Chargeback is initiated, the Card Issuing Bank requests a copy of the sales slip, via "Media Request" or
"Retrieval." Once a Media Request or Retrieval is received from the Card Issuer, we will respond by sending a copy of the
transaction, if available.
Electronic Merchants: Media Retention & Retrieval.
If you deposit via magnetic tape, electronic transmission, or electronic data capture terminal, and hold your sales slips (media),
it is your responsibility to respond to all media retrieval requests within the required time frames. You are responsible for
retaining and providing copies of transactions for a minimum of three (3) vears.
When we fax you a Media Request List, you have twelve (12) calendar days from receipt to fax us a clear and legible copy
of the sales slip(s) along with the index numbers from the Media Request List. If you are unable to respond to the request(s)
within twelve (12) days you may be subject to a Chargeback. Please fax copies of the transactions with appropriate Media
Request List index numbers to: The Media Retrieval Fax Unit, the number is listed on your phone card. Immediately, send
us a clear and legible copy of the sales slip(s), along with a copy of the Media Request List, to:
P.O. Box 6700
Hagerstown MD 21741
If possible, arrange to fax the information back to us at the telephone fax number provided on your phone card. If a retrieval
request results from a difference in the following information on the sales draft and transmitted record: merchant name or an
incorrect city, state, foreign country and/or transaction date, a handling fee may be charged by the Issuing Bank and may be
debited from your account.
If you do not respond or respond late to a media retrieval request, you may be .,,shout recourse
Chargebacks for "non receipt of requested item" cannot be reversed unless the requested draft was provided when initially
requested.
Remember: Due to the time frames imposed by MasterCard and VISA, it is extremely important that you respond to/resolve
a media request or Chargeback immediately. Regardless of whether a Media Request or Retrieval was responded to, a
Chargeback may be debited to your account for numerous reasons (see Section 9.3). If you have reason to dispute a
Chargeback, we must receive vour response within twelve (12) days. Send your dispute in writing to:
P.O. Box 6700
Hagerstown MD 21741
Attn: Chargeback Reversal
If the information provided is sufficient to warrant a reversal of the Chargeback, and within the applicable time frame, we will
do so on your behalf, but reversal is contingent upon acceptance by your customer's Card Issuing Bank under
VISA/MasterCard guidelines. If the Chareeback is reversed, the Card Issuine Bank does have the richt to present the
Chareeback a second time.
If the charge is not disputed within the applicable time limit set forth by MasterCard and VISA regulations, reversal rights are
lost. Our only alternative, on your behalf, is to attempt a "good faith collection" from the Card Issuing Bank. You will receive
only the amount, if any, recovered from the Cardmember's bank.
Association Rules and regulations require that a merchant must make a good faith attempt and be willing and able to resolve
any disputes directly with the Cardmember. It is a violation of Association Rules and regulations to rebill a customer for a
transaction which was charged back.
We recommend that when you send a copy of a transaction, you send all pertinent documents (e.g., rental agreement, imprinted
portion of the folio/invoice/sales ticket; the portion signed by the Cardmember; and the area where the authorization codes
[with amounts and dates] are located).
The more information we have at the time of the media request or Chargeback, the better we can dispute the item on your
behalf.
9.3. Chargeback Reasons. The following are the top 10 reasons we receive Chargebacks, and how to avoid and dispute them
A. Cardmember or Card Issuer requests a coav of the sales slip.
To Avoid:
• prepare clean, legible sales slips at the point of sale and send in your media daily (Section 5.4) and/or respond to media
retrieval requests (Section 9.2) within the required time frame (failure to properly respond to a media retrieval request
eliminates any opportunity for a Chargeback reversal).
To Dispute:
Within twelve (12) days of the date you were debited:
• fax or mail us a copy of the sales slip.
B. Cardholder did not authorize the transaction — (primarily for mail/telephone orders; recurring transactions;
pre -authorized health care transactions)
To Avoid:
• Mail/telephone orders — follow recommended procedures in Section 3.2.
• Recurring transaction — ensure your customers are fully aware of the conditions of this type of transaction (see
Section 1.7.).
• use address verification service (while transactions utilizing the address verification service may still be disputed,
the service may alert you to certain fraudulent transactions).
To Dispute:
Within twelve (12) days of the date you were debited:
0 provide a copy of an imprinted and signed sales slip/invoice/order form.
• provide a signed delivery receipt (UPS, FedEx, etc.) showing the name and address to which the merchandise was
delivered.
• provide a signed form/invoice acknowledging Cardmember's participation in a recurring transaction.
• if possible, contact the Cardmember directly to resolve the inquiry/dispute.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper
or invalid.
C. Non-matchine account number — (transaction was processed on an account not found on an issuer's master file)
To Avoid:
• if you are a paper merchant or the Card cannot be magnetically stripe read, clearly imprint the Card using the manual
imprinter machine and do not alter in any way.
• if you are an electronic merchant, swipe the bankcard through the electronic authorization device and ensure the displayed
Card number matches the number on the Card. The Card must be imprinted if the magnetic stripe cannot be read or the
electronic equipment is inoperable.
• carefully examine the front and back of the Card at the time of transaction (see Sections 1.1 and 1.3.).
• check the signature.
• telephone orders — confirm the account number provided by the customer by repeating the number back to the customer.
• properly authorize all transactions (see Section 4.).
• if the terminal does not display the Card number, call the POS Help Desk for a terminal upgrade.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide a copy of a signed and imprinted sales slip (or a signed receipt from a magnetically swiped transaction).
• if you use a third party for authorization, immediately request their authorization logs and submit to us.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
If possible, contact the Cardmember to verify the account number or request another form of payment. If an incorrect number
was used, authorize and redeposit the transaction using the correct number.
D. Transaction was processed more than once to the same Cardholder.,
To Avoid:
• settle and reconcile your batches on your terminal/register daily. Ensure that the total amount settled and submitted
(displayed on terminal) balances with/matches to the credit Card receipts of the transactions (Section 5.4.).
To Dispute:
Within twelve (12) days of the date you were debited:
• provide two different sales slips (both signed and imprinted/magnetically stripe read).
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
E. Sales slip was not imprinted. The sales slip provided was not imprinted using a manual imprinter machine nor was the
Card magnetically stripe read (e.g., the transaction was force -entered into your terminal; see Sections 3.1 and 3.2) and the
Cardmember denies participation in the transaction.
To Avoid:
If you are unable to swipe a Card through an electronic authorization device to capture the Cardmember's information via the
magnetic stripe, you must imprint the Card to prove the Cardmember was present at the time of transaction. Manually
entering the information into the terminal does not protect you from this type of Chargeback.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide an imprinted or magnetically swiped sales slip.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
F. Credit not processed —the Cardmember is claiming that a credit voucher or refund acknowledgement issued by
you was not processed
To Avoid:
• process credits daily.
• all credits must be applied to the account to which the debit originally posted.
• do not issue in-store or merchandise credit.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide a copy of the credit slip, date credit was processed, and the deposit total that included the credit.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
G. No authorization.
To Avoid:
• authorize all transactions and use the proper method of authorization (see Section 4.).
To Dispute:
Within twelve (12) days of the date you were debited:
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid and include any authorization data that you may have.
• if you used a third party (i.e., American Express) to authorize, you must contact them immediately for proof of
authorization (e.g., authorization log) and submit to us (see Section 4.3.).
H. Non -receipt of merchandise — Cardmember is claiming they did not receive the merchandise or merchandise was
paid for by other means
To Avoid:
• do not process a transaction until merchandise is shipped.
• if a customer has paid for merchandise by another method, do not process the transaction.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide proof that the merchandise was received (i.e., UPS, FedEx, etc., tracer and delivery receipt; signed invoice,
customer name and delivery address).
• if possible, contact the Cardmember directly to resolve the inquiry/dispute.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
I. Invalid T & E (Travel and Entertainment) transaction — Cardmember is claiming they neither authorized nor
participated in the transaction, or a fictitious account number was used to complete the transaction
To Avoid:
• obtain Card imprint (or swipe the Card through electronic authorization device to capture Cardmember information) and
Cardmember signature.
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• for mail/telephone order clients, see Section 3.2.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide an imprinted and signed sales slip/folio/voucher/airline ticket.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
J. Card used before effective date or after expiration date.
To Avoid:
• carefully examine the Card for effective and expiration dates when accepting it for a transaction (see Sections 1.1 and
1.2.).
• do not process a transaction prior to the effective date appearing on the Card.
• do not process a transaction after the expiration date appearing on the Card.
To Dispute:
Within twelve (12) days of the date you were debited:
• provide a signed and imprinted sales slip showing that the transaction was processed on or after the effective date or on or
before the date of expiration.
• submit a letter in writing to us with supporting documentation stating why you believe the Chargeback may be improper or
invalid.
• If possible, contact the Cardmember for another form of payment.
Other Chargeback Reasons:
The following is a list of reasons for other Chargebacks. Changes to Association Rules or operational requirements may create
other Chargeback strategies:
• services not rendered.
• services were paid by another method (i.e., cash, check, another Card).
• error in addition was made when calculating transaction amount.
• incorrect/invalid account number.
• a valid authorization was not obtained for a transaction and Cardmember neither authorized nor participated in transaction.
• sales slip was incorrectly completed, incomplete or illegible.
• Cardmember credit was posted/processed as a debit or a debit was processed as a credit.
• Cardmember does not receive proper credit upon a return of merchandise.
• transaction was processed for an incorrect amount.
• not as described: goods or services received by the Cardmember did not match merchant's written, mail/phone order or
merchant's verbal description.
• claim or defense: local, state and/or federal law required the Card Issuer to credit a Cardmember's account and no other
Chargeback right was available (Cardmember tried to resolve dispute with the merchant and was still dissatisfied).
• defective merchandise: shopped merchandise is alleged to be received in defective condition or otherwise unsuitable for
purpose sold.
• several drafts (sales slips) were imprinted at same merchant location but Cardmember acknowledged participation in only
one transaction (including execution of multiple drafts to avoid authorization scrutiny).
• counterfeit transaction.
• account number was listed on exception file.
• transaction was completed after authorization was declined.
• transaction was not processed within MasterCard or VISA time frames.
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• no Cardmember signature was obtained.
• Cardmember neither authorized nor participated in transaction, or no outstanding valid Card exists.
• the signature on the draft was unauthorized as compared to the signature appearing on the Card, the signature panel on the
Card was blank, or a limited purpose business purchasing Card was accepted without appropriate authorization for the
nature of the goods or services purchased.
• Cardmember claims merchant changed amount of transaction (sales draft) without permission.
• fraudulent transaction occurred with a merchant who has a prior history of fraudulent transactions.
• limited amount terminal (terminal is specifically programmed for specific type of merchandise) transaction exceeded
limited amount.
• authorization code invalid.
• suspicious transaction, e.g., knowingly participating in a fraudulent transaction.
• sales slip was or is alleged to have been executed, accepted, endorsed, completed or assigned improperly without
authority.
• Cardmember disputes the validity of a telephone or mail order Card transaction.
• invalid sale: lost/stolen, counterfeit/altered or other invalid transaction which although correctly authorized, may be
charged back in full or in part in accordance with MasterCard International or VISA, USA regulations.
• Cardmember was denied right to return item.
• Cardmember canceled order, cancellation number received.
• your actions associated with the transaction in any way constituted or otherwise involved a breach of any term, condition,
representation, warranty or duty.
• transaction is otherwise subject to Chargeback in accordance with Association Rules or applicable law.
In addition to the above, the following Chargeback reasons are specific to Travel & Entertainment (T&E) Merchants:
• service error.
• merchant was unable or unwilling to provide services.
• airline, cruise line or passenger rail tickets that were purchased by mail/phone, were not received.
• the credit voucher issued for the transaction was not processed.
• authorized but not for equal or greater amount (up to 15%/20% more). See Section 4.8 and 4.9.
• processing error (for example, a transaction using an incorrect account number, transaction code and/or amount).
• requested T&E document not received document(s) required that contain(s) a Card imprint (manual or electronic) and
signature. The imprint may be on a hotel guest folio, and the signature may be on a draft, but both must be sent.
• hotel merchant charged Cardmember's account despite proper cancellation of guaranteed hotel reservations.
• hotel or cruise line merchant incorrectly charged Cardmember's account for advance lodging deposit transaction or
improperly administered the Advance Lodging Deposit Service.
9.4. Other Debits. The following is a list of reasons for other debits. We may add to or delete from this list as changes occur in
the Association Rules or our operational requirements:
• Association fees, charges, fines, penalties or other assessments as a consequence of client's sales activities (for example,
see Section 11).
• currency conversion was incorrectly calculated.
• discount not previously charged.
• reversal of deposit was posted to your account in error.
• debit for summary adjustment not previously posted.
• reversal of credit for deposit previously posted.
• debit for Chargeback never posted to your account.
• debit for EDC batch error fee.
• Association Merchant Chargeback Monitoring Fee — Excessive Chargeback Handling Fee (see Section 11).
• failure of transaction to meet Member Controller Authorization Service ("MCAS") — Cardmember account number on
exception file.
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• original transaction currency (foreign) not provided.
• Travel Voucher exceeds maximum value.
• debit and/or fee for investigation and/or Chargeback costs related to our termination of the Agreement for cause, or for
costs related to our collection activities including reasonable attorneys' fees.
• costs arising from replacement or damage to equipment rented from us.
• incorrect merchant descriptor (name and/or city, state) submitted.
• incorrect transaction date submitted.
• shipping and handling interchange fees.
9.5. Summary (Deposit) Adjustments/Electronic Rejects, Occasionally, it is necessary to adjust the dollar amount of your
summaries/submissions (deposits) and facilitate the crediting or debiting of your account accordingly. The following is a list of
the most frequent reasons for Summary (Deposit) Adjustments/Electronic Rejects:
• your summary reflected an arithmetic error.
• submitted sales not included in your Agreement (i.e., Diners Club, American Express, Discover).
• the dollar amount is unreadable/illegible.
• the Cardmember's account number is unreadable/illegible.
• duplicate sales slip submitted.
• credit Card number is incorrect/incomplete.
• summary indicated credits, but no credits were submitted.
9.6. Disputing Chargebacks, Debits and Summary Adjustments. In order to quickly resolve disputed Chargebacks, debits and
summary adjustments, it is extremely important that the items listed in this section be sent to the address below.
If the Summary Adjustment is for unreadable or incorrect Cardmember number, resubmit the corrected sales slip with your
next deposit. Also, if the transaction is over thirty (30) days old, you must reauthorize.
• a clear and legible copy of the sales slip containing the following should be obtained from your files:
- date of sale/credit
- Cardmember's account number, name and signature.
- total amount of the sale and description of goods and services.
- date and authorization approval code.
• a dated cover letter detailing the reasons for requesting a review of the Chargeback, debit or summary adjustment and
documentation to support your dispute. (You should retain a copy of the correspondence and all documentation for your
files.) If the inquiry is related to prior correspondence, be sure to include the control number we used previously.
Immediately submit the sales/credit slips, all documentation and your letter to:
P.O. Box 6700
Hagerstown MD 21741
Attention: Chargebacks
If you have any questions, please call Customer Service during the hours listed on your phone Card. If you are informed by a
Customer Service Representative that additional documentation is required in order to fully review the item, please submit it
immediately to the above address.
It is strongly recommended that, whenever possible, you contact the Cardmember directly to resolve a Chargeback.
9.7. Chargeback Reversals/Collections. If your documentation supports a reversal of the Chargeback to the Card Issuer,
and is received within the MasterCard and VISA reversal time frames, we will reverse the item back to the Card
Issuer and your account will be credited. It is important to note that the reversal is contingent upon the acceptance by the
Card Issuer and/or the Cardmember. The item may be presented a second time and your account will be debited accordingly.
A reversal is not a guarantee that the Chargeback has been resolved in your favor.
If the Chargeback is presented by the Card Issuer a second time, it cannot be reversed and you may be debited. If you
feel strongly that it is an invalid Chargeback, you may request us to have MasterCard or VISA review and arbitrate the item to
determine the validity. Both MasterCard and VISA have a $150 filing fee and a $250 review fee; both fees may be non-
refundable and may be debited to your account. In addition, if the decision is ruled in favor of the Cardmember and/or Card
Issuing Bank, an additional penalty may be assessed and debited to your account.
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If your dispute and documentation supports your case, but is received after the MasterCard and VISA time frames, our
only alternative is to attempt at "good faith" collection with the Card Issuing Bank. This process can take from 30 to 180
days, the transactions must meet the Card Issuer's collection criteria (e.g., above a set dollar amount; within a specified time
limit; etc.), and the Card Issuer may assess a collection fee (e.g., $25 to $100). A "good faith" collection is not a guarantee that
any funds will be collected on your behalf. You will be credited when and if the Card Issuer accepts the collection and makes
payment (less any fees charged by the Card Issuer).
Due to the short time frames and the supporting documentation necessary to successfully (and permanently) reverse a
Chargeback in your favor, we strongly recommend the following:
• avoid Chargebacks by adhering to the guidelines and procedures outlined in this section (Section 9.).
• if you do receive a Chargeback, investigate, and if you dispute the Chargeback, contact us immediately.
• whenever possible, contact the Cardmember directly to resolve the inquiry/dispute.
• if you have any questions, call Customer Service and they will assist you (or they will refer you to someone who can).
10. Account Maintenance
10.1. Change of DDA Number (Checking Account). If you change your DDA number, the business owner or signer of the
Agreement must call Customer Service immediately. You may also be responsible for contacting certain Associations to notify
them of this change.
10.2. Change in Legal Name or Structure. The business owner or signer of the Agreement must call Customer Service and request
a new Agreement.
10.3. Change Company DBA Name, Address or Telephone Number. To change your company DBA name, address or telephone
number, please send your request in writing to the address on your statement.
11. Association Compliance
In an effort to combat credit Card fraud and reduce Chargebacks which ultimately lead to higher costs and risk for all parties
within our industry, the MasterCard and VISA Associations have developed several programs designed to mitigate fraud risk
and curb Chargebacks. Essentially, guidelines have been established and merchant monitoring programs and reports have been
developed to track merchant sales transaction deposit activity. In the event you exceed the guidelines outlined in each program
below and/or submit suspicious transactions as identified on our deposit exception reports, you may be subject to: (i) operating
procedure requirement modifications; (ii) incremental Chargebacks and/or fees; (iii) settlement delay or withholding; or (iv)
termination of your Agreement. We will make every effort to work on your behalf and support you in defense of Association
concerns where we believe you are not at fault or where Association enforcement of unreasonable guidelines is evident.
11.1. VISA Compliance Programs
11.1.1. Chargeback Monitoring Program
This program identifies merchants who demonstrate excessive Chargeback activity. Any merchant with a ratio of Chargebacks
to VISA sales volume of 3% or more in a 30 -day period will be considered excessive if the merchant has at least 50 VISA sales
transactions and 15 Chargebacks in a given calendar month or at least 100 Chargebacks, regardless of the number of VISA
sales transactions.
VISA will assess Chargeback handling fees and other penalties for continued demonstration of excessive Chargebacks. If a
merchant demonstrates a critical level of Chargebacks to VISA sales volume during any 30 -day period, VISA reserves the right
to require that we terminate your Agreement.
11.1.2. Merchant Review Program
This program monitors all merchant locations for a high occurrence of "Consumer Dispute" Chargebacks, i.e., service or
merchandise not received, defective merchandise, credit not received or unauthorized purchaser. Consumer dispute
Chargeback ratios which exceed 1 % of a merchant's monthly sales volume, with at least fifteen (15) Chargebacks, are
considered "high occurrence." Merchant locations generating ratios exceeding 1% for two out of three months will be subject
to restrictions, fines and possible revocation of VISA Card acceptance privileges
11.1.3. Highly Suspect Potential Fraud
The Risk Identification Service (RIS) is a service provided by VISA U.S.A. to identify merchants generating a disproportion-
ately high percentage of suspect transactions. Suspect transactions are defined as transactions which took place on the day a
credit Card was reported lost or stolen and may be potential fraud activity. VISA distributes information pertaining to
abnormal levels of suspect transactions to us on a semimonthly reporting basis. Upon identification of a merchant as highly
suspect, the merchant may be charged fees which are based on the percentage of suspect transactions to merchant's total sales
volume.
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11.1.4. VISA Confirmed Fraud/Questionable Merchant Activity (AMA) Program
As part of VISA's risk management program, all merchants participating in the acceptance of VISA Cards are monitored for
confirmed fraud transactions. This program tracks fraud transactions by merchant location. Any merchant location meeting or
exceeding the program criteria four (4) or more times in a rolling six-month period will be considered a QMA (questionable
merchant activity) location and will be subject to Chargeback liability (confirmed fraud transactions only) for a 120 -day period.
11.1.5. VISA Terminal Placement Program
Any merchant location that has three (3) or more counterfeit transactions in the previous six (6) months totaling $2,500.00 or
more is required by VISA to install a terminal capable of transmitting the full magnetic stripe data in all authorization requests.
In addition, the terminal must be capable of verifying the credit Card account number by comparing the last four digits of the
encoded account number to the manually key -entered last four digits of the embossed account number. Merchants that do not
comply with the program requirements will be liable for all subsequent counterfeit transactions.
11.2. MasterCard Compliance Programs
11.2.1. Merchant Watch Program
The Merchant Watch Program was instituted by MasterCard to help prevent fraud. Merchants are identified as "watch
merchants" when their percentage of fraudulent sales exceeds 8% of their total sales transactions in any two non-consecutive
months of a consecutive six-month period.
The Merchant Watch Program is conducted on a monthly basis and we will notify clients accordingly. The merchant is not
required to accept Chargeback liability and will not be terminated from the Master Card Acceptance Program. However, a
fraud control program, approved by MasterCard, must be implemented at the merchant location.
MasterCard staff reserve the right to declare a "watch merchant" a violator. The merchant must then accept Chargeback
liability and may be terminated from the MasterCard Acceptance Program.
11.2.2. MasterCard Violator Program
A merchant may be identified as a part of the Merchant Violator Program when the percent of fraudulent sales exceed 8% of
total sales for two consecutive months. The merchant location may either be terminated from the MasterCard Acceptance
Program or accept Chargeback liability for fraudulent transactions for a minimum of one year, beginning the first day after
the two consecutive months violation. At the end of the year, MasterCard staff will review the merchant's fraud activity and
determine whether to continue Chargeback liability. The Merchant Violation Program is conducted on a monthly basis, with
reports sent to us each month. We will notify clients accordingly.
11.2.3. Excessive Counterfeit Program
A merchant identified as having excessive counterfeit activity will be subject to Chargeback liability for counterfeit
transactions for a minimum of one year. Excessive counterfeit criteria are considered six (6) or more counterfeit transactions
in one month totaling a minimum of $1,500.00 or three (3) or more counterfeit transactions in any one month on one account
Counterfeit activity is reported to us on a monthly basis and clients are notified accordingly.
11.2.4. Excessive Chargeback Special Merchant
Merchant locations having a minimum of fifteen (15) Chargebacks and a 10% or higher ratio of Chargebacks to sales volume
for a period of two consecutive months will be identified as an Excessive Chargeback Special Merchant. Should a merchant
location be declared as having excessive Chargebacks, Issuing Banks will be permitted to collect a $25.00 recovery cost for
each individual transaction charged back for at least one year beginning with the first day following the two consecutive
months that the standards have been exceeded.
11.2.5. MasterCard Audit
MasterCard Security and Risk Management staff reserve the right to monitor and audit member's files and records of a
merchant for fraudulent activity. MasterCard's staff will use available sources, including internal studies, analysis, member
input and complaints, and information from compliance actions regarding activities which would raise serous concerns as to
whether the merchant processed sales transactions which the merchant knew or should have known were fraudulent or resulted
in excessive cost to the industry.
If, during the course of monitoring a merchant, it is concluded that the merchant is collusive or otherwise fraudulent, corrective
action will be taken.
If a special audit of a merchant is necessary by MasterCards's staff, an assessment up to $5,000.00 for audit expense recovery
may be levied by MasterCard and the merchant's account will be debited accordingly.
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Upon the conclusion of a special audit, MasterCard's staff will report their findings to senior management with
recommendations for appropriate action, which may include financial and other penalties, including request for cancellation of
your Agreement and/or expulsion of the merchant from the MasterCard Acceptance Program. Any action may be appealed on
behalf of the merchant.
11.3. Bank Annual Review
We may conduct a review of your account from time to time and at least annually. As part of this review, you agree to provide
current financial information regarding you and/or your business and such other information as we may reasonably request to
assist us in evaluating risk, services, pricing or.reserve account levels. We shall have the right to modify the terms of this
Agreement, including pricing or reserve account levels, or to terminate this Agreement, based on the outcome of this review.
12. Equipment Terms
12.1. Alterations/Replacement of Equipment Provided
• If you buy, lease or rent your equipment from us the terms governing such purchase, lease or rental are set forth in a
separate agreement.
12.2. Replacement of Merchant -Owned Equipment
• Maintenance and repair of merchant -owned equipment is your responsibility. Should your terminal become inoperable we
will provide you with equipment at a monthly rental fee. There will also be a nominal shipping & handling fee. Contact
the POS Help Desk.
12.3. Relocation or Requesting Additional Equipment
• You may not relocate, remove, disconnect, modify or in any way alter any equipment used in connection with the services
we are providing to you without first obtaining our permission.
• You must provide us with thirty (30) days prior written notice to request the relocation of any equipment.
• Should you require, additional equipment, you must contact Relationship Management or Customer Service (there may be
additional costs or fees charged to you in connection with any new equipment ordered, including download fees)
12.4. Imprinters
If the imprinter appears to be defective, or to order an imprinter, you should call Customer Service who will assist you. The
imprinter reproduces both Cardmember and Merchant information on the sales/credit slip. Poorly imprinted information can
result in a Chargeback or summary adjustment. There is a nominal fee for a new imprinter.
13. Supplies
13.1. Placing Orders
• To order additional supplies, call Customer Service, or complete the supply request form (included with your last supply
delivery), if applicable, when you have two months inventory left. We will ship you an adequate amount of supplies. The
amount of supplies (based on usage) on hand should not exceed a three -to six-month supply.
• In an EMERGENCY, call Customer Service during the hours listed on your phone card. If supplies are sent via an express
delivery service, the delivery charges will be debited to your account.
• Since you are responsible for unauthorized use of sales/credit and summary media, it is recommended that all supplies be
stored in a safe location.
General Terms
In addition to the preceding Operating Procedures, our Agreement with you includes the following General Terms. If you fail
to follow any of the provisions of the Operating Procedures or General Terms, you may incur certain liabilities or we may
terminate our Agreement.
14. Services
14.1. During the term of our Agreement with you, you shall use us as your exclusive provider of all Services.
14.2. Subject to Association Rules, services may be performed by one or more of our affiliates, including the provision of terminals
or other equipment and local support functions in connection with this Agreement.
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15. Operating Procedures; Association Rules
You agree to follow the procedures in the Operating Procedures section of this Agreement in connection with each Card
transaction and to comply with all applicable Association Rules. From time to time, we may amend the Operating Procedures,
by providing you with at least 30 days' prior written notice, and those provisions will be deemed incorporated into this
Agreement. However, for changes in the Association Rules or for security reasons, certain changes in Card procedures may
become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures,
the General Terms will govern. You will be provided with a Welcome Kit to help guide you in the processing of Card
transactions. In there are any inconsistencies between the provisions contained in the Welcome Kit and the Operating
Procedures of this Agreement, the Operating Procedures of this Agreement will govern.
16. Settlement of Card Transactions
16.1 We will only be required to settle Card transactions for Cards specified in your Application. Promptly after presentment of
sales drafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds to you.
16.2 All settlements for VISA and MasterCard Card transactions will be net of credits/refunds, adjustments, applicable discount
fees when due, Chargebacks and any other amounts then due from you.
16.3. All credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our
final audit, Chargebacks (including our related losses), fees and fines imposed by the Associations. You agree that we may
debit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks, or may deduct such
amounts from settlement funds due to you. Alternatively, we may elect to invoice you for any such amounts, net due 30 days
after the invoice date or on such earlier date as may be specified.
16.4. We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties including
but not limited to any Association or your financial institution. In addition to any other remedies available to us under this
Agreement, you agree that should any Event of Default occur, we may, upon at least 24 hours' advance written notice, change
processing or payment terms to suspend credits or other payments of any and all funds, money and amounts now due or
hereafter to become due to your pursuant to the terms of this Agreement, until we have had reasonable opportunity to
investigate such event. In cases of fraud of similar cause, no prior notice shall be required, but we shall notify you in writing
within three business days after effectuating a suspension of credits or other payments, which shall state our reason for the
belief that such fraud or similar cause exists.
17. Financial Accommodations
The parties acknowledge that this Agreement creates a contract for the extension of financial accommodations within the
meaning of Section 365 (c) of the Bankruptcy Code. During the term of this Agreement, the Client shall use us as their
exclusive provider of all Services.
18. Fees; Adjustments; Collection of Amounts Due
18.1. You shall be charged a fee for the Services, which shall be calculated and payable pursuant to this Agreement (see Addendum
A attached which sets out the applicable fees and charges) and any additional pricing supplements. You acknowledge that the
fees agreed to are based upon the qualification of your transactions for certain reduced interchange fees as set by the applicable
Association. If your Card transactions fail to qualify for the reduced interchange fees, we will process such Card transactions
at the higher applicable interchange fees and you shall be charged an additional fee for each non -qualifying transaction.
18.2. The fees for services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and
average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume
or average transaction size are not as expected or if you significantly alter your method of doing business, we may adjust your
discount fee and transaction fees without prior notice.
18.3. The fees for services set forth in this Agreement may be adjusted to reflect increases or decreases by Associations in
interchange, assessment and other Association fees or to pass through increases charged by third parties for on-line
communications and similar items. All such adjustments shall be your responsibility to pay and shall become effective upon
the date any such change is implemented by the applicable Association or third party.
18.4. If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire, not withstanding any lesser
amount shown in this Agreement.
18.5. To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement
Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as
in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your account through
the ACH settlement process and/or through direct instructions to (or such other arrangements as we deem appropriate) the
financial institution where you Settlement Account is maintained for amounts due under this Agreement and under any
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agreements with us or our affiliates for any related services, as well as for any credit entries in error. You hereby authorize
the financial institution where your Settlement Account is maintained to effect all such debits and credits to your account.
This authority will remain in full force and effect until we have given written notice to the financial institution where your
Settlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our
affiliates for any related services have been paid in full.
18.6. You agree to pay any fines imposed on us by any Association resulting from Chargebacks and any other fees or fines imposed
by an Association with respect to your acts or omissions.
18.7. If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you shall, in
addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for
all Chargebacks occurring in such month in such line(s) or business. Each estimated industry Chargeback percentage is subject
to change from time to time by us in order to reflect changes in the industry Chargeback percentage reported by VISA or
MasterCard.
18.8. If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within
45 days after any debit or credit is or should have been effected. If you notify us after such time period, we may, on our
discretion, assist you, at your expense, in investigating whether any adjustments are appropriate and whether any amounts are
due to or from other parties, but we shall not have any obligation to investigate or effect any obligation to investigate or effect
any such adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to
continue such investigation or any future investigation.
19. Chargebacks
19.1. You shall be responsible for all Chargeback amounts relating to Card transactions as set forth in the Operating Procedures.
19.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card
transaction record requested by us within the applicable time limits.
20. Representations; Warranties; Limitations on Liability; Exclusion of Consequential Damages
20.1. Without limiting any other warranties hereunder, you represent and warrant as to each Card transaction submitted under our
Agreement that:
20.1.1. the Card transaction represents a bona fide sale/rental of merchandise or services not previously submitted;
20.1.2. the Card transaction represents an obligation of the Cardholder for the amount of the Card transaction;
20.1.3. the amount charged for the Card transaction is not subject to any dispute, setoff or counterclaim;
20.1.4. the Card transaction amount is only for the merchandise or services (including taxes, but without any surcharge) sold or
rented and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the
merchandise or service was actually delivered to or performed for the person entering the Card transaction simultaneously
upon your accepting and submitting the Card transaction for processing;
20.1.5. the Card transaction does not represent the refinancing of an existing obligation of the Cardholder (including any obligation
otherwise owed to you by a Cardholder or arising from the dishonor of a personal check);
24.1.5. you have no knowledge or notice of any fact, circumstances or defense which would indicate that the Card transaction was
fraudulent or not authorized by the Cardholder or which would otherwise impair the validity or collectibility of the
Cardholder's obligation arising from such Card transaction or relieve the Cardholder from liability with respect thereto;
20.1.7. the Card transaction submitted to us was entered into by you and the Cardholder; and
20.1.8. the Card transaction was made in accordance with these General Terms, Association Rules and the Operating Procedures.
20.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED
INCIDENTAL TO THE SERVICES UNDER THIS AGREEMENT.
20.3. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE,
OUR AFFILIATES OR ANY OF OUR/THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS
OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITES,
EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF
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WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
20.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT
LIMITED TO SECTION 26), OUR CUMCULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUTIS,
CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (EINCLUDING, BUT NOT
LIMITED TO THOSE ARISING OUT OF OR REALTED TO THIS AGREEMENT) AND REGARDLESS OF THE
FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED, (I) $50,000; OR (II) THE AMOUNT OF FEES
RECEIVED BY US PURSUANT TO THE AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY
PRECEDING 12 MONTHS, WHICHEVER 1S LESS.
21. Confidentiality
21.1. Unless you obtain consents from us and each applicable Association, Card Issuing Bank and Cardholder, you must not use,
�} disclose, sell or disseminate any Cardi}older information obtained in connection with a Card transaction (including the names,
addressee and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card
transactions and resolving any Chargebacks, retrieval requests or similar issues involving Card transactions, other than
pursuant to a courtorgovemmental agency request, subpoena or order. You shall use proper controls for and limit access to,
and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not
initial retain or store magnetic stripe data after a transaction has been authorized. If you store any electronically captured signature of
a Cardholder, you may not reproduce such signature except upon our specific request, or as otherwise
required b law.
21.2. You acknowledge that you will obtain ownership rights in any information relating to and derived from Card transactions.
22. Assignments
22.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is
voidable by us. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees
and fines arising from such transferee's or assignee's submission of Card transactions to us for processing. For purposes of this
Section 22, any transfer of voting control shall be considered an assignment or transfer hereof.
This Agreement shall not be assigned without the City's consent,
which shall not be unreasonably withheld.
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22.3. Except set forth in Section 22 and as provided in the following sentence, this Agreement shall be binding upon successors and
assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the
benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession or other person charged with taking custody
of a party's assets or business, shall have any right to continue, assume or assign this Agreement.
23. Term; Events of Default
23.1. Irrespective of when this Agreement is signed by the Bank, the Agreement shall not become effective unless and until you have
received credit approval by the Bank's credit administration.
23.2. Unless otherwise subject to immediate termination because of the occurrence of an Event of Default (see below), this
Agreement shall commence upon Bank's credit administration's credit approval of you and shall continue in force until either
party provides the other party with 30 days written notice of termination.
23.3. The occurrence of any of the following events specified in subparagraphs 23.3.1 through 23.3.12 shall be an "Event of
Default":
23.3.1. a material adverse change in the business financial condition, business procedures, prospects, products or services, of; or
23.3.2. any assignment or transfer of voting control of you or your parent; or
23.3.3. a sale of all or a substantial portion of your assets; or
23.3.4. irregular Card sales by you, excessive Chargebacks or any other circumstances which, in our sole discretion, may increase our
exposure for your Chargebacks or otherwise present a financial or security risk to us; or
23.3.5. any of your representations or warranties in this Agreement are breached in any material respect or are incorrect in any material
respect when made or deemed to be made; or
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23.3.6. you shall default in any material respect in the performance or observance of any term, covenant, condition or agreement
contained in this Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as
detailed in Section 24; or
23.3.7. you shall default in any material respect in the performance or observance of any terms, covenant or condition contained in any
agreement with any of our affiliates; or
23.3.8. you shall default in the payment when due, of any material indebtedness for borrowed money or any material trade payable
(other than any trade payable subject to a good faith dispute so long as you are actively pursuing resolution of such dispute); or
23.3.4. you shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to
bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate
manner any petition filed against it in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely
and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action
for the purpose of authorizing any of the foregoing; or
23.3.10. your independent certified accounts shall refuse to deliver an unqualified opinion with respect to your annual financial
statements and your consolidated subsidiaries;
23.3.11, you fail to cooperate in providing updated financial information or any other information reasonably requested by us as part of
our periodic review process (see paragraph 11.3)
23.3.12. you, your company or any owners or operators of your company are listed for any reason on the Combined Terminated
Merchant File maintained by VISA and MasterCard.
23.3.13. Upon the occurrence of an Event of Default we may consider this Agreement to be terminated immediately, without notice,
and all amounts payable hereunder shall be due and payable in full without demand or notice of any kind, all of which are
expressly waived by you.
23.4. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to
Provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable and such provisions
shall survive the expiration or termination of this Agreement.
23.5. If any Event of Default shall have occurred and be continuing, we may, in our sole discretion, exercise all of our rights and
remedies under applicable law, including, without limitation, exercising our rights under Section 24.
23.6. This Agreement may be terminated by us prior to the then -current expiration date upon at least 10 days' advance written
notice, if your Card transactions fail to conform to your volume or average transaction size representations.
23.7. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and names
and other information regarding its principals to the Combined Terminated Merchant File maintained by VISA and
MasterCard. You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event
of Default or for any reason specified as cause by VISA of MasterCard. Furthermore, you agree to waive and hold us harmless
from and against any and all claims which you may have as a result of such reporting.
23.8. After termination of this Agreement for any reason whatsoever, you shall continue to bear total responsibility for all
Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other
amounts then due or which thereafter may become due under this Agreement.
24. Reserve Account Security Interest
24.1. You expressly authorize us to establish a Reserve Account pursuant to the terms and conditions set forth in this Section 24.
The initial amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history and
the potential risk of loss to us.
24.2. The Reserve Account shall be fully funded upon three (3) days' notice to you, or in instances of fraud or an Event of Default,
reserve account funding may be immediate. Such Reserve Account may be funded by all or any combination of the following:
(I) one or more debits to your Settlement Account or any other accounts held by Bank or any of its affiliates; (ii) one or more
deductions or offsets to any payments otherwise due to you; (iii) your delivery to us of a letter of credit; or (iv) if we so agree,
your pledge to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of deposit
shall be issued or established by a financial institution acceptable to us and shall be in a form satisfactory to us. In the event of
termination of this Agreement by any party, an immediate Reserve Account may be established without notice in the manner
provided above. Any Reserve Account will be held by us for the greater of ten (10) months after termination of this Agreement
or for such longer period of time as is consistent with our liability for Card transactions in accordance with Association Rules.
Your funds held in a reserve account may be held in a commingled Reserve Account for the reserve funds of our Clients,
without involvement by an independent escrow agent.
9
24.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from
you, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request together
with interest to the extent permitted by law at the rate of 1.5% per month.
24.4. To secure your obligations to us and our affiliates under this Agreement and any other agreement for the provision of related
equipment or related services ("Obligations"), you hereby grant us a lien and security interest in and to any of your funds
pertaining to the Card transactions contemplated by this Agreement now or hereafter in our possession, whether now or
hereafter due or to become due to you. In addition to any rights granted under applicable law, we are hereby authorized (any
related notice and demand are hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such
funds against and on account of your Obligations, whether such Obligations are liquidated, unliquidated, fixed, contingent,
matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as may be reasonably
requested to perfect and confirm the lien, security interest, right of set off, recoupment and subordination set forth in this
Agreement.
25. Financial and Other Information
25.1. You will provide us financial statements within 90 days after the end of each fiscal year or more frequently if requested. Such
financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide such
other financial statements and other information concerning your business and your compliance with the terms and provisions
of this Agreement as we may reasonably request. You authorize us to obtain from third parties financial and credit information
relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of the
financial and credit status of you. We may also access and use information which you have provided to Bank for any other
reason. Upon request, you shall provide to us or our representatives reasonable access to your facilities and records for the
purpose of performing any inspection and/or copying of your books and/or records deemed appropriate.
25.2. You will provide us with written notice of any judgment, writ, warrant or attachment, execution or levy against any substantial
part (25% or more in value) of your total assets not later than three (3) days after you become aware of same.
26. Indemnification
26.1. You agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses (including attorney
fees and collection costs) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by you
under this Agreement, or arising out of your or your employees' negligence or willful misconduct, in connection with Card
transactions or otherwise arising from your provision of goods and services to Cardholders.
26.2. We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any
breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or
our employees' gross negligence of willful misconduct in connection with this Agreement.
27. Early Termination
27.1. Notwithstanding any other provision of this Agreement, we may terminate this Agreement at any time by providing 30 days'
advance notice to you.
28. Special Provision Regarding JCB and Diners Club
28.1. If you accept JCB cards, you must retain original JCB Sales Drafts and JCB Credit Vouchers for a period of at least 120 days
from the date of the JCB Card transaction and you must retain microfilm or legible copies of JCB Sales Drafts and JCB Credit
Vouchers for a period of at least three (3) years following the date of transaction.
28.2. If you accept JCB cards and/or Diners Club you agree to be bound by JCB and Diners Club rules. You also agree to be
bound by all other provisions of this Agreement which are applicable to JCB and Diners Club.
29. Special Provisions for TeleCheck
If you elect to subscribe to the TeleCheck check services, the terms and conditions of this Section shall apply, including
payment and the Minimum Monthly Fee from that point forward, upon processing your first check through the TeleCheck
service. TeieCheck Services, Inc., is an express third -party beneficiary of this Agreement and can enforce this Agreement as
though it were a party.
29.1. Term, Termination and Amendment. TeleCheck will provide check services for an initial period of 12 months. Thereafter,
this Agreement shall automatically renew for successive 12 -month terms unless terminated as provided for herein. In the event
TeleCheck changes the rates, fees or warranty limits, or upon the expiration of the initial 12 -month period, you may terminate
your obligations to TeleCheck upon written notice to TeleCheck. TeleCheck may terminate its obligations to you at any time
upon written notice to you. These terms and conditions, plus any addenda, including rates and fees, may be amended from
time to time by TeleCheck by providing you written notice. Except as otherwise set forth, such amendments shall be effective
30 days from mailing.
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29.2. Fees, Rates and Warranty Changes. You shall pay the fees and rates provided to you, as changed from time to time by
TeleCheck, plus all applicable taxes. The percentage rate set forth as the Inquiry Rate or the rates stated in the Variable Rate
Schedule shall apply to the face amount of all checks processed through TeleCheck by telephone, electronically or in writing,
up to the Warranty Maximum. The Warranty Maximum per check shall be 20 times your Monthly Minimum Fee. If you
receive a Warranty Plus approval, then the Warranty Maximum becomes the face amount of the check that transaction. If the
charges for your inquires are less than the Monthly Minimum Fee, then the Monthly Minimum Fee shall apply. Additional
Inquiry Fees are those fees for inquiries exceeding the dollar volume of inquiries included in the Monthly Minimum Fee. The
Charge per Transaction is the per transaction charge for all transactions. The Customer Requested Operator Call charge is an
additional charge per operator -assisted call not requested by TeleCheck. TeleCheck reserves the right to change at its
discretion, by giving notice to you, the following: (a) Monthly Minimum Fee, (b) Inquiry Rate (c) Rate Schedule, (d) Warranty
Maximum, (e) Charge per Transaction, (f) Customer Requested Operator Call Fee. Such changes shall be effective as of the
date of the notice. You acknowledge and agree that the rates and fees are expressly conditioned on your processing all checks
through the TeleCheck service.
29.3. Payment. All fees and charges are due and payable upon receipt. A delinquency charge of one and one-half percent (1.5%)
per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any
account 20 or more days delinquent. Without prejudice to any of its other rights stated, TeleCheck reserves the right to
suspend its service and obligations to you including the payment of all checks previously authorized, during any period in
which your account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a
waiver of TeleCheck's rights of suspension and termination. Any delinquent fees or other amounts not paid by when due,
including rejected warranty items, may be debited against any amounts due to you from TeleCheck under this or any other
agreement. You agree to pay to TeleCheck a $25.00 Returned Item Fee for any check or ACH debit which is not paid by your
bank upon presentment. You agree that any authorization of payment by ACH for TeleCheck's check acceptance services.
29.4. Warranty. TeleCheck warrants the accuracy of its information provided that all requirements set forth in the Warranty
Requirements are strictly met. The parties agree that time is of the essence to this Agreement and that the submission of any
checks for warranty within the time prescribed by this Agreement or any Schedule is a material term of this Agreement.
TeleCheck agrees to purchase from you one check per Business Transaction (defined below) for which TeleCheck's approval
code was inaccurate except that TeleCheck's liability will be limited by the Warranty Maximum and Warranty Requirements
and shall not exceed the amount of the check. "Business Transaction" as used herein shall include only a transaction for the
contemporaneous purchase of goods or services and shall not include checks written for cash or for payment on an account or
check already due to you. Your sole and exclusive remedy for breach of warranty shall be the right to require TeleCheck to
purchase such dishonored check subject to the conditions stated herein.
WARRANTY REQUIREMENTS. TeleCheck will reimburse you for one check, up to the Warranty Maximum per Business
Transaction which meets all of the following requirements:
29.4.1. Check must be a first party check drawn on a United States, Canadian, Puerto Rican or U.S. Virgin Islands financial institution
and must be payable to Subscriber. The name of the individual or company must be imprinted on the check by the check
manufacturer. If a P.O. Box is used or the address is not imprinted by the check manufacturer, a physical address must be
written on the check according to TeleCheck policies.
29.4.2. You shall have made an inquiry to TeleCheck strictly according to TeleCheck's published policies for personal or company
checks.
29.4.3. TeleCheck Subscriber Number, check writer's telephone number including area code, identification type and number and
Approval Code must all be printed or written on the check.
29.4.4. The signature and physical description of the check writer must reasonably correspond to any signature and description
contained in the piece of identification.
29.4.5. The signature in the signature block must not be substantially different from the name imprinted on the check.
29.4.6. The date of the check must accurately coincide with the date of the inquiry call to the TeleCheck and the date the transaction
actually occurred. (No Pre- or Post -Date checks).
29.4.7. The amount called in to TeleCheck and the amount shown in words and figures on the check must all agree.
29.4.8. The check must have been deposited in your bank and received by TeleCheck for purchase within thirty (30) days of the date of
the check.
29.4.9. Warranty does not apply to checks on which payment has been stopped due to a dispute over goods or services between you
and a consumer, or where you have called TeleCheck for Approval on more than one check per Business Transaction.
29.5. Collection and Returned Check Fees. You agree that TeleCheck shall be entitled to collect from the check writer and retain
any fees or exemplary damages in addition to the check amount which are allowed by law. You agree to follow procedures and
post at TeleCheck's direction any notices which in TeleCheck's opinion may be required for it to collect any such amounts
arising from returned or dishonored checks.
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29.6. Assignments of Checks. By the execution of this Agreement, you ASSIGN, TRANSFER AND CONVEY to TeleCheck all of
your rights, title and interest in any check submitted to TeleCheck for warranty under this Agreement and agree, at
TeleCheck's request, to endorse such checks and to take any further action reasonably deemed necessary by TeleCheck to aid
in the enforcement of such rights.
29.7. Reassignment of Checks. TeleCheck may reassign to you any check purchased by TeleCheck pursuant to this Agreement in
the following circumstances.
29.7.1. The goods and/or services for which the check was issued have been returned to you, have not been delivered by you, or are
claimed by the purchaser to have been unsatisfactory.
29.7.2. You have received full or partial payment of security in any form whatsoever to secure payment of the check or the goods or
services for which the check was issued were initially delivered on credit or under a lease.
29.7.3. the transaction for which the check was tendered is for any reason illegal, void, invalid, or a court of law determines that the
check is in whole or in part not due and payable by the check writer unless such determination results from a bankruptcy
proceeding.
29.7.4. the check was not issued in connection with a Business Transaction as defined herein.
29.7.5. You failed to comply with the terms and conditions of this Agreement including, but not limited to, the Warranty
Requirements; or
29.7.6. You, or any of your owners, agents or employees materially altered the check or accepted the check with reason to know that
the check was likely to be dishonored (including having received a non -approval code for that check) or that the identification
used to authorize the check was forged or did not belong to the check writer. If the check is reassigned as provided herein,
TeleCheck may debit your account in the amount paid by TeleCheck for the check, and upon request, you will remit the
amount of the check to TeleCheck. Upon reassignments, TeleCheck shall have no further liability to you on such check. You
shall immediately notify TeleCheck upon the happening of any of the above circumstances.
29.8. Hold Harmless. You agree to promptly inform TeleCheck of the collection or dispute of any amounts reported to TeleCheck
and to hold TeleCheck harmless from any liability arising from your failure to do so.
29.9. Credit Law Compliance. You certify that you have a legitimate business need, in connection with a business transaction
involving the check writer, for the information provided by TeleCheck. You also certify that the information provided by
TeleCheck will only be used for permissible purposes as defined in the Fair Credit Reporting Act and applicable state laws,
with the exception that the information will not be used for employment purposes, and will not be used by you for any purpose
other than one Business Transaction with the consumer. You agree that neither you nor your agents or employees will disclose
the results of any inquiry made to TeleCheck except to the person about whom such inquiry is made and in no case to any other
person outside your organization, and that you shall defend, save and hold harmless TeleCheck from all liability resulting
directly or indirectly from any disclosure forbidden herein. If you decided to reject any check, either wholly or partly because
of information obtained from TeleCheck, you agree to provide the consumer with all information required by law or
TeleCheck.
29.10. Use of TeleCheck Materials. You shall have the use of decals, identification data and other material furnished by TeleCheck
during the term of this Agreement. You shall not permit any persons other than your own officers or employees at subscribing
locations to use the TeleCheck Subscriber Number assigned by TeleCheck. You agree that upon termination you will return or
destroy all TeleCheck materials and return all TeleCheck equipment in good repair. Your monthly fees will apply for all
months or fractions of a month any materials or equipment remain in use.
29.11. TeleCheck Subscriber Kit. You agree to comply with and to be bound by additional terms contained in the TeleCheck
Subscriber Kit as amended from time to time.
29.12. Assignment of Agreement. TeleCheck may freely assign this Agreement, its rights, benefits or duties hereunder.
29.13. Legal Responsibility. In the event you violate the terms of this Agreement, you agree to pay all costs, including reasonable
attorney's fees, for steps taken by TeleCheck whether by suit or otherwise, to defend, preserve or enforce its rights under this
Agreement and TeleCheck shall have the right to immediately repossess all equipment owned by TeleCheck. In the event of
any legal action with third parties, consumers, businesses or regulatory agencies, concerning any transaction or event arising
under this Agreement, you agree to: (a) promptly notify TeleCheck of the claim or legal action; (b) reasonably cooperate with
TeleCheck in the making of any claims or defenses, and (c) provide information assist in the resolution of the claim and make
available at least one employee or agent who can testify regarding said claims or defenses. You and TeleCheck shall each be
responsible for its own attorney's fees and court costs except as otherwise provided by this Section 29. Except as expressly set
forth herein, TeleCheck makes no warranty, express or implied, and it is agreed that no implied at law warrant shall arise from
this Agreement or from performance by TeleCheck. In no event shall TeleCheck be liable to you or to any other person for any
loss or injury to earnings, profits or goodwill or for any incidental or consequential damages. You agree that a decision to
reject any check, driver's license or other from of identification or payment for its products and/or services shall be solely your
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responsibility. Notwithstanding anything to the contrary in this Agreement, in no event shall TeleCheck's liability under this
Agreement exceed the total amount of fees paid to TeleCheck by you pursuant to this Agreement during the preceding twelve-
month period.
30. Miscellaneous
30.1. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood, elements of nature or other acts of God; (ii) any
outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or
any government authority; (iv any labor disputes (whether or not employee's demands are reasonable or within the party's
power to satisfy); or (v) the nonperformance by a third party for any similar cause beyond the reasonable control of such party;
including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-
performing party shall be excused from any further performance and observance of the obligations so affected only for as long
as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or
observance as soon as practicable.
30.2. We have substantial facilities in the State of California and many of the services provided under this Agreement are provided
from these facilities. Our Agreement shall be governed by and construed in accordance with the laws of the State of California
(without regard to its choice of law provisions). In performing its obligations under this Agreement, each party agrees to
comply with all laws and regulations applicable to it. The exclusive venue for any actions or claims arising under or related to
this Agreement shall be in the appropriate state or federal court located in Solano County, California. ALL PARTIES
IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
30.3. Except as otherwise specifically provided, all notices and other communications required or permitted hereunder (other than
those involving normal operational matters relating to the processing of Card transactions) shall be in writing, shall be sent by
mail, courier, or facsimile (facsimile notices shall be confirmed in writing by courier), if to you at your address appearing in the
Application and if to us at our address appearing on the Application ,with a copy to Attention: Merchant Services MAC B -
2W, 4560 Mangeis Blvd., Fairfield CA 94585-1200, and shall be deemed to have been given (i) if sent by mail or courier,
when received, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in
any other manner shall be effective when actually received.
30.4. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning of
construction of any provision of this Agreement.
30.5. The parties intend every provision of this Agreement to be severable. If any p art of this Agreement is not enforceable, the
remaining provisions shall remain valid and enforceable.
30.6. This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, supersedes any
previous agreements and understandings and, except as expressly provided in this Agreement, can be changed only by a written
agreement signed by all parties. A party's waiver of a breach of any term or condition of this Agreement shall not be deemed a
waiver of any subsequent breach of the same or another term or condition. The parties acknowledge that the VISA and
MasterCard Association Rules give VISA and MasterCard certain rights to require termination or modification of this
Agreement with respect to transactions involving VISA and MasterCard Cards and the VISA and MasterCard Card systems
and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf,
may have similar rights under their applicable Association Rules with respect to this Agreement's applicability to transactions
involving such other Cards.
ADDITIONAL FEE INFORMATION
If Client's MasterCard & VISA transaction(s) fail to qualify for the interchange level contemplated in the rates set forth in the
Application, Client will be billed for the difference between the established rate and the higher rate, [plus an additional fee of .95% for
said non-qualified transactions]. Additionally, each foreign VISA/MasterCard transaction submitted will be subject to a.10%
international transaction handling fee.
In addition to the debit card transaction fees set forth on the Application, Client shall be responsible for the amount of any fees imposed
upon a transaction by the applicable debit network.
A monthly Minimum Processing Fee will be calculated beginning thirty (30) days after the date Client's Application is approved.
(See attached fee schedule.)
A monthly equipment rental fee will be charged each month for each piece of equipment rented, plus tax as applicable. Client will be
charged for actual shipping fees for equipment and supplies.
K-1
Your initial MasterCard and VISA rates are states on your Application and may be adjusted from time to time including to reflect:
a. Any increases or decreases in the interchange and/or assessment portion of the Service Fee.
b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client.
c. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal, or local authority related to the
delivery of the services provided by First Data Merchant Services Corporation when such costs are included in the Service Fee, and
d. Annually based upon signed date of contract, Westamerica Bank may increase the non-interchange/assessment portion of your
discount rate according to Consumer Price Index (CPI).
Addresses for notices
First Data Merchant Services:
265 Broad Hollow Road
Melville, NY 11747
Attn: Banking Services
Important Phone Numbers:
(see also Sections 3.3 and 4.2)
Customer Service 1-800-829-8629
Authorization 1-800-645-9120
POS Help Desk 1-800-346-3315
If this application for business credit is denied you may obtain a written statement of the specific reasons for the denial. To obtain the
statement, please contact Credit Initiation, 265 Broad Hollow Road, Melville, NY 11747, 1-800-767-2484 ext. 2900, within sixty (60)
days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30)
days of receiving your request.
GLOSSARY
Address Verification A service provided through which the merchant verifies the Cardmember's address. Primarily used by
Mail/Telephone order merchants. Not a guarantee that a transaction is valid.
Agreement The agreements among Client, Processor and Bank contained in the Application, the Program Guide and the Schedules
thereto and documents 'incorporated therein, each as amended from time to time, which collectively constitute the Agreement among the
parties.
Application The application executed by Client, Processor and Bank, which is one of the documents comprising the Agreement.
Association Any entity formed to administer and promote Cards, including without limitation MasterCard International, Incorporated,
VISA U.S.A., Inc., and VISA International.
Association Rules The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or
adopted by any Association.
Authorization Approval by, or on behalf of , the Card Issuer to validate a transaction for a merchant or another affiliate bank. An
authorization indicates only the availability of the Cardmember's credit limit at the time the authorization is requested.
Authorization Approval Code A number issued to a participating merchant by the Authorization Center which confirms the
authorization for a sale or service.
Authorization Center A department that electronically communicates a merchant's request for authorization on credit Card
transactions to the Cardmember's bank and transmits such authorization to the merchant via electronic equipment or by voice
authorization.
Bank The bank identified on the application signed by you.
Bankruptcy Code Title I I of the United States Code, as amended from time to time.
Batch Usually a day's worth of transactions, including sales and credits to be processed by the Card processor.
Batch Header Ticket The identifying form used by the electronic submission merchant to indicate a batch of sales/credit slips (usually
one day's work).
Business Day A day (other than Saturday or Sunday) on which Bank is open for business.
Card A valid credit Card or valid off-line debit Card bearing the service mark of VISA or MasterCard and, to the extent the Schedules
so provide, a valid Card issued by any other Associations specified on such Schedules.
Cardholder or Cardmember Means the individual whose name is embossed on a Card and any authorized user of such Card.
Card Issuer The bank that issues a Card to an individual.
Chargeback The procedure by which a Sales Draft or other indicia of a Card transaction (or disputed portion thereof) is returned to
Bank or the Issuing Bank, for failing to comply with Association Rules, the liability of which is the Client's responsibility.
Check Guarantee Service A service provided through a merchant's POS equipment which guarantees payment up to a defined limit,
provided the merchant follows proper steps in accepting the check.
KI
Check Verification A service provided in which a merchant accesses a national negative file database through it terminaUregister to
verify or authorize that a person has no outstanding bad check complaints at any of the member merchants. This is not a guarantee of
payment to the merchant.
Client The party identified as "Client" on the Application. The words "you" and "your" refer to Client.
Clients Chargeback Percentage The actual monthly percentage calculated by dividing Client's total monthly VISA and MasterCard
Chargeback items in any line of business by the number of Client's total monthly VISA and MasterCard transactions in such line of
business.
Credit A refund or price adjustment given for a previous purchase transaction.
Credit Draft A document evidencing the return of merchandise by a Cardholder to a merchant, or other refund made by the merchant to
the Cardholder.
Credit Limit The credit line set by the Card Issuer for the Cardholder's account.
Dial-up Terminal An authorization device which, like a -telephone, dials an authorization center for validation of transactions.
Discount Rate An amount charged a merchant for processing its daily credit Card transactions.
Electronic Draft Capture (EDC) A process which allows a merchants' dial-up terminal to receive authorization and capture
transactions, and electronically transmit them to a Card processor. This eliminates the need to submit paper for processing.
Force/Post Authorization The entry of a purchase resulting from a referral ("call Authorization Center") message or a downtime
interruption of service from a network, which enables the merchant to enter (as a force/post authorization) the transaction and the
approval code into the EDC batch.
General Terms Section of the Program Guide, including any amendments of modifications
Hard Copy/Tissue Copy The actual physical document of a transaction, such as sales drafts, credit slips, etc.
Imprinter A manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's
name and Card number on Sales Drafts.
Issuing Bank Cardholder's bank, or the bank which has issued a MasterCard or VISA Card to an individual.
Magnetic Stripe A stripe of magnetic information affixed to the back of a plastic credit or debit Card. The magnetic stripe contains
essential Cardmember and account information.
Media The documentation of monetary transactions (i.e., Sales Drafts, credit slips, computer printouts, etc.)
Merchant Identification Card A plastic embossed Card supplied to each merchant to be used for imprinting the batch header ticket or
Sales/Credit Summary. Embossed data includes merchant account number, name and sometimes merchant ID code and terminal
number.
Merchant Account Number (Merchant Number) A number that numerically identifies each merchant to the merchant processor for
accounting and billing purposes.
Merchant Services See Processor.
Merchant Station Plate A metal embossed plate to be attached to the imprinter machine and used for imprinting sales slips and batch
headers/summaries. Embossed data includes merchant name, account number, city, state and may include service entitlement number or
checking account number.
Operating Procedures Means the then -current manual prepared by Processor, containing operational procedures, instructions and other
directives relating to Card transactions. The current Operating Procedures are set forth in the Program Guide.
Point of Sale (POS) Terminal A device placed in a merchant location which is connected to the Processor's system via telephone lines
and is designed to authorize, record and settle data by electronic means for all sales transactions with Processor.
Processor The entity identified on this application (other than the Bank) which provides certain services under this Agreement.
Program Guide The booklet which contains Operating Procedures, General Terms and an Application, all of which constitute this
Agreement with Processor and Bank.
Referral This message received from an Issuing Bank when an attempt for authorization requires a call to the Voice Authorization
Center or Voice Response Unit (VRU).
Reserve Account A fund established and managed by us to protect against actual or contingent liability arising from Chargebacks,
adjustments, fees and other charges due to or incurred by us.
Roll Printer A dot matrix printer connected to a POS terminal and used to print receipts and reports on carbonless roll paper. Not an
imprinter.
Sales Draft Evidence of a purchase of goods of services by a Cardholder from Client using a Card, regardless of whether the form of
such evidence is in paper, electronic or otherwise, all of which conform to Association Rules.
Sales/Credit Summary The identifying form used by a paper submission merchant to indicate a batch of sales/credit slips (usually one
day's work). Not a batch header, which is used by electronic merchants.
Schedules The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part
of this Agreement.
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Services The activities undertaken by Processor and Bank to authorize, process, and settle all United States Dollar denominated VISA
and MasterCard Card transactions undertaken by Cardholders at Client's location(s) in the United States, and all other activities
necessary for Processor and Bank to perform the functions required by this agreement for all other cards covered by this Agreement.
Settlement Account An account at a financial institution designated by Client as the account to be debited and credited by Processor or
Bank for Card transactions, fees, Chargebacks and other amounts due under the Agreement or in connection with the Agreement (i.e.,
fines, penalties, attorney's fees, etc.)
Split Dial A process which allows the authorization terminal to dial directly to different card processors (e.g., Amex) for authorization.
In this instance, the merchant cannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee companies.
Split Dial/Capture Process which allows the authorization terminal to dial directly to different Card Processors (e.g., Amex) for
authorization and Electronic Draft Capture.
Submission The process of sending batch deposits to Merchant Services for processing. This may be done electronically or by mail.
Transaction Fees Service costs charge to a merchant on a per transaction basis.
Us Bank and Processor collectively.
We Bank and Processor collectively.
You, Your See client
CC70-10WAB (Rev 6/00)