Legal Terms for Merchants
Terms & Conditions for Payment Processing ServicesUpdated on December 31, 2020
This Merchant Agreement Terms and Conditions (the “Agreement”) governs the use of EBANX Services provided by EBANX PTE. LTD.,Registration No. 201332320K, with its registered office at 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315.
1. Our Relationship with You
EBANX facilitates online payments from customers to your business website. We offer local payment methods for Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Mexico, Peru and Uruguay. Whenever you want to activate a new payment method on your website, you shall be approved by EBANX. EBANX is an independent contractor for all intents and purposes and is not your agent or trustee. EBANX Payment Methods shall only be used for commercialization of products or services, and under no circumstances, shall be used for money remittance purposes.
The rights and obligations hereunder apply for the specific use related to the products and services commercialized on the websites approved by EBANX. You may not transfer, assign or resell any rights or obligations you have under this Agreement without EBANX's prior written consent. To add or exclude a website, product or service to be commercialized using EBANX Payment Methods you shall request EBANX’s consent. EBANX reserves the right to transfer or assign this Agreement or any right or obligation hereunder at any time to a company within EBANX Group. IMPORTANT: We will provide you with an Integration Key to integrate each of your websites and process your payments. Each website using EBANX Payment Methods shall have its own Integration Key assigned by EBANX. Moreover, you hereby agree that if the integration key assigned to you be inactive for more than 6 months, EBANX is entitled to deactivate the integration key and terminate the Merchant Agreement.
1.3. Contact information
We provide you with technical support by email (firstname.lastname@example.org) 7 days a week and/or by telephone (+55 41 3044-8483) from 9am to 7pm (BRT – Brasília time), Monday to Friday. Any official notification to us shall be sent to our email email@example.com and shall only be deemed valid upon receipt confirmation.
2. Payment Processing Rules
To be eligible to use EBANX Services, all of your physical goods and/or online services must be provided outside the Territory from which you are collecting money through EBANX Payment Methods. The Payment Methods offered by EBANX were developed exclusively for international transactions, meaning that all the physical goods and online services must be sold by you from outside the Territory, directly to your Customers. In the event it is determined that any services or goods are being provided from within a Territory, EBANX shall immediately suspend its services at its own discretion until it is proven otherwise.
2.2. Identity Authentication
You hereby authorize EBANX to, directly or through third parties, make any necessary inquiries to validate your identity pursuant to local laws and compliance directives. This may include requesting you further information, requiring you to provide your date of birth, a taxpayer identification number or any other information that will allow EBANX to
reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit check report, or verifying your information against third-party databases or through other sources. We may also request to check your driver’s license or any other identification documents at any time. EBANX reserves the right to close, suspend, or limit access to your Business Account and/or EBANX Services in the event we are unable to obtain or verify the information within 72 hours after the request.
2.3. Customer Monthly Limit
You must control a Monthly Limit in transactions per Customer ID. The Monthly Limit varies according with payment method per Territory:
- Argentina, Chile, Colombia and Mexico:
USD 10,000.00 for credit and debit card and USD 3,000.00 for other payment methods combined;
- Brazil, Bolivia and Ecuador: all payment methods combined have a USD 3,000.00 Monthly Limit.
3. Compliance - Your Responsibilities
EBANX, at its sole discretion, may provide you an Integration Key on pre-onboarding basis. However, the Services shall only become available after the conclusion of the onboarding process. Therefore, you shall comply with EBANX Services’ onboarding requirements within 30 days from the commencement of the Agreement. The non-compliance of the onboarding requirements may incur the termination of the Agreement without prior notice nor indemnification of any claims, actions, liability,
established damages, costs or expenses. In addition, you may be eligible to receive your Settlements only after EBANX’s final approval.
3.2. Fraud Prevention Mechanisms
You must have and maintain in place, throughout the term of this Agreement, adequate policies and procedures to prevent abuses, enforcing said procedures in order to avoid that such events might affect EBANX and our business. You shall ensure that, where applicable, you will use all special security processes reasonably introduced by the EBANX to prevent abuse in any transactions that may include but are not limited to: (a) using a SSL protected checkout page; (b) using the API accordingly to the instructions available at https://developers.ebanx.com; (c) taking care of the secret integration keys, i.e. avoiding accidental share on Github, Pastebin and similar sites, or embedding the integration keys in mobile applications. You shall immediately inform EBANX if you believe that any incorrect transaction information was sent to EBANX.
3.3. Antifraud Screening
You hereby agree that your website payment transaction will be screened by our antifraud systems. Moreover, you understand that our antifraud system cannot guarantee the prevention of all frauds and chargebacks, but it will reduce the incidence of such events.
3.4. Restricted Activities
You shall not engage in any restricted activities specified on EBANX’s compliance website, available at https://business.ebanx.com/en/compliance. Such list of restricted activities may change at EBANX’s sole discretion, at any time.
You shall be responsible, at all times, for marketing, providing and promoting EBANX Payment Methods at all times in compliance with all applicable laws and regulations, and shall ensure that EBANX Payment Methods are used only by individuals aged 16 years or older. Moreover, you shall promptly provide EBANX upon request any information regarding the identity of the Customer associated to a suspected fraudster or suspicious transaction, subject to any legal requirements, and any other relevant information that you are aware of with regards to it.
3.6. Business Operation Permissions
You are exclusively responsible, at all times, for marketing and providing EBANX Payment Methods in compliance with EBANX’s policies, as well as with our restricted activities list. Thus, we may inquire about your due diligence, request documents related to your relationship with third parties involved in the product or service you provide (e.g. your suppliers) and request information whether you comply with data security payment network rules (e.g. PCI DSS rules), if applicable. Therefore, you hereby agree to provide any documents that may be requested within 72 hours to confirm that you are compliant to the standards herein stated.
3.7. Password Security and Keeping Your Email and Address Updated
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access EBANX Services. Moreover, you are responsible for guaranteeing that all information shared with EBANX is accurate and updated.
3.8. Payment processing transaction and electronic transmissions
Unless otherwise agreed, only electronic transmission shall be used for the authorization and submission of Transactions for processing and Settlement. In order for EBANX to provide the Payment Processing Services, you shall connect with us either through a direct connection or secure connection resulting in a reliable and secure network communication facility to support the platform interface. You shall assume responsibility for the costs of any required telecommunication equipment on your respective end of the communication facility and bear the risks of malfunctions.
3.9. Duty of Information
For customs purposes, you hereby agree to declare, for each confirmed Transaction, the exact value of the product(s) sold to your Customers, including shipping costs where applicable, and send the respective invoice along with it.
3.11. Your business
You shall previously notify us in case of any change on your business model, websites, products or if there is a significant change on your corporate structure. In this case, EBANX reserves the right to submit you to a new compliance analysis following the onboarding requirements. The Merchant shall at all times comply and use EBANX Payment Methods in compliance with applicable legislations and regulations related to Anti-Money Laundering, Counter-Terrorism Financing and Bribery and Corruption prevention.
3.12 You must comply with all applicable laws, rules, regulations and standards relating to anti-bribery and anti-money laundering. You must observe and apply preventive measures and adequate policies and procedures against acts of corruption and money laundering mechanisms, as well as any other similar measure that may be required by EBANX, regardless of provided by law. Under no circumstance you shall interact with any public authority or government agency on behalf of EBANX or to obtain any benefits and advantages in favor of EBANX.
4. EBANX's Obligations
4.1. Permission to perform payment processing services
EBANX shall, at all times, hold all necessary permits, permissions and licenses (whether of a statutory, regulatory, contractual nature or other kind) necessary to provide EBANX Payment Methods to you.
EBANX reserves the right to assign or transfer any rights and/or obligations related to this Agreement only to other companies within the EBANX Group.
4.3. Changes in integration keys
EBANX shall notify you of any changes in its Integration Key. Any change to the Integration Key shall be notified at least 7 days in advance. Transactions signed by an out-of-date key shall be deemed invalid.
5. Receiving Funds
5.1. Risk of Reversals, Chargebacks and Claims
When you receive a payment, you are liable to EBANX for the full amount of the
payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender plus the applicable Fees listed in Section 6 (Fees)
of this Agreement in case you lose a Claim or a Chargeback or if there is a Reversal of the payment. You hereby undertake to allow EBANX to recover any amounts due to EBANX by means of debit from your Business Account. If there are insufficient funds in your Business Account to cover your liability, you hereby agree to reimburse EBANX through other means. If a payee files a card Chargeback, the card issuer, not EBANX, shall determine who wins the Chargeback.
You must inform to your Customers that your products or services might be subject to taxation by the Customs/Tax Authorities of the Territories, not limited to the taxes described on the Clause below.
5.2.1. EBANX’s responsibility to withhold or collect taxes in the Territories in Latin America in which it operates, for the purposes of this Agreement, is restricted to taxes established by local legislation as mandatorily with holdable or collectable by the
Processor. Such taxes will be charged at the moment of the Transaction from the Customer and paid to the authority by the local Collection Agent of EBANX. Therefore, the collection, payment, remittance and liability associated with such taxes shall be borne by EBANX.
5.3. EBANX’s responsibility to collect taxes is currently restricted to the IOF-FX in Brazil and VAT and/or the PAIS tax in Argentina. Any other taxes that may be levied for the sale of goods or services are not EBANX’s responsibility, and it’s your duty to inform your Customers that other taxes may apply to the Transaction.
5.4. Notice: EBANX shall promptly inform you in the event of any applicable legislation or regulation that affects the Services come into force during the term of this Agreement.
5.5. Management Reports
EBANX shall provide to you online access on a 24/7 basis to reports and related Customer’s data with respect to Transactions, including: (a) all payment notifications served by you confirming that a payment has been made; (b) any charges deducted; (c) your current balance; and (d) the history of all Settlements to you. Such reports, Customer’s data and all other reports shall qualify as Confidential Information and shall be held by EBANX in accordance with applicable regulations.
6. Availability of Funds
EBANX, at its sole discretion, may place a Reserve on funds held in your Business Account when EBANX believes there may be a high level of risk associated with it, regarding high rates of chargebacks, refunds, customer complaints, negative media, and associated reputational risk. If EBANX places a Reserve on funds in your Business Account, it will be displayed as “pending” in your Business Account and EBANX may hold your funds for up to 180 days in order to verify any possible liability, in case any liability is suffered by EBANX on your behalf we may deduct the liability amount from your Reserve. If your Business Account is subject to a Reserve, EBANX will send you a previous notification specifying terms thereof. EBANX may change the terms of the Reserve at any time by sending you a notification of the new terms.
6.2. Fixed Reserve
Unless otherwise agreed in the Addendum, EBANX reserves the right to place a fixed Reserve of 4% over each of your requested settlement on the first 180 days of payment processing with the EBANX, starting from the date of the first real payment. The fixed Reserve amounts will be held for 180 days starting from each settlement requested during the fixed reserve application period. After the 180 days period of fixed Reserve, if your Chargeback rate does not increase over 1% no additional reserve of funds will be held at that moment. However, this fixed Reserve or placement of it after the 180 days period does not preempt EBANX to change the reserve percentage under the terms of this agreement.
7.1. Payment Processing Fee
The Merchant authorizes EBANX to deduct the Service Fees from the Settlements, according to the Pricing established on Clause 14. Any changes to the Service Fees shall be agreed in writing and signed by both parties. All fees changes shall apply 30 (thirty) calendar days after the agreement date, unless a specific effective date has been agreed.
7.2. Chargeback Fee
There may be a Chargeback Fee of U$15.00 for every chargeback deducted from the Merchant’s Settlement requests.
7.3. Refund Fee
There may be a Refund Fee of U$ 1.00 for each Refund paid on your behalf by EBANX to your Customers.
7.4. Settlement Fee
You may have one settlement exempt of settlement fee per month, with the first free settlement only available after 30 days from the first real payment processed. Any settlement requested within the same month of the settlement exempt of settlement fee – with its amount equal to or less than $15,000 USD, shall be charged $50.00 USD per settlement and such amount shall be deducted from the respective settlement in course.
7.5. Payments in Installments Fee
If you offer payments in installments, the fee for the installment payments shall be the ones defined on Clause 14. Payments in installments are only available in Argentina, Brazil and Mexico and each of these countries has a different fee for this service. We will charge the fee just once per payment, which shall change in accordance with the number of installments. However, we reserve the right to remove your ability to offer installments payments, at any time and without notice. Moreover, the fees regarding settlement advances are subject to bank loan interest rates, therefore established by the market and dependent on it. Consequently, the Settlement advance fee (and hence the total amount) may change, in which case we will notify you with a one month’s notice. Since we are not responsible for these variations, we are not chargeable for this circumstance.
7.6. Payment in Installments and Anticipation Services in Brazil
EBANX may provide you Anticipation Services. In this case the fees regarding Anticipation Services are subject to bank loan interest rates and the applicable fees, therefore established by the market and dependent on it. Consequently, the fees regarding Anticipation Services (and hence the total amount) may change, in which case EBANX shall notify the Merchant with a one month’s notice. Since EBANX is not responsible for these variations, EBANX shall not be chargeable for this circumstance.
8. Settlements - How we send your money to you
8.1. All transactions using EBANX Payment Methods have their funds available to be settled by EBANX to you after 7 days from the date the payment was confirmed. You understand and recognize that the payment methods used by EBANX in each country where the EBANX Payment Methods are being offered are not responsible for this Settlement.
8.2. Once you receive your Integration Key, you must provide your Bank Account information in your Dashboard, which shall be the same Bank Account informed and approved during the onboarding with EBANX. Otherwise, you may not be able to receive your Settlements. It is your responsibility to make sure your Bank Account information has been accurately added to your Business Account profile.
8.3. You hereby acknowledge that your Bank Account shall be owned by the entity entering into this Agreement, on a financial institution in a country other than the ones in which EBANX Payment Methods are being offered. Otherwise, you shall not be able to receive your Settlements. Furthermore, you acknowledge that it is your responsibility to inform us if there are any changes to your Bank Account information and, in this case, we may have 2 business days to review it. Moreover, you shall inform a bank account able to receive international wire transfer in chosen currency from Singapore
8.4. All Settlements shall be made to your Bank Account by bank wire transfer in United States Dollars or Euros. Moreover, you shall indicate the preferred Settlement frequency to EBANX (firstname.lastname@example.org). If you do not indicate the preferred Settlement frequency and currency, settlements may be done in US Dollars and by direct request at the Dashboard by default.
8.5. Once you request your Settlement, we will send a confirmation of receipt of your request within 1 business day. Thereafter, once your Settlement request is confirmed, we will make the Settlement within 7 days. You hereby understand that EBANX is not responsible for any delays caused by your bank on receiving the settlements.
9. Your Liability - Actions we may take
9.1. General Liability
You are responsible for all Refunds, Chargebacks, Claims, fees, fines, penalties and other liabilities incurred by EBANX, a Customer, or a third party, that is caused by or arising out of your breach of this Agreement, and/or your use of the EBANX Services. You undertake to reimburse EBANX, a Customer, or a third party for any and all such liabilities. Additionally, we can withhold funds from your balance at any time to provide reimbursement for these liabilities as stated on this Agreement.
You hereby agree to fully and timely cooperate with and assist EBANX to address any issues affecting the EBANX Payment Methods where cooperation or assistance from you is reasonably required. If EBANX receives a Refund request by your Customer and tries to contact you for more than 72 hours without success, the requested Refund will be made by EBANX to your Customer and the respective value will be deducted from the subsequent Settlement. Hence, you hereby agree to reimburse EBANX for the amount of any Refunds and thus we are entitled to deduct such Refunds from the Settlement to be made according to this Agreement. You must request any and all Refunds within 90 days from the transaction date.
9.3. Customer Complaints
In the event we receive an inquiry or complaint from a Customer regarding your services, EBANX shall refer the matter to you as soon as practicable, as the you have a direct contractual relationship with the Customer, to which we will not be held liable, nor will it be part of it. You shall be solely responsible for resolving any Customer service matters. Nonetheless, EBANX agrees to cooperate with you in resolving Customer service matters and to properly respond to requests for information within 2 business days. You shall contact us via email@example.com. EBANX will not interfere in the dispute except to confirm that the payment was made in accordance with the instructions informed by you to EBANX on the payment request.
9.4. Payments on Demand
EBANX Payment Methods shall only be used for commercialization of products or services, and under no
circumstances, shall it be used for money remittance purposes. You are responsible for the products and services commercialized using EBANX Payment Methods. Therefore, you shall be responsible for any liability arising out of such commercialization. Furthermore, you hereby represent that all products and services commercialized using EBANX Payment Methods will be in accordance with applicable legislation and our compliance policy. Furthermore, you represent to understand that in no event shall our payment methods be used for illegal purposes, and a breach of this provision may be cause for a criminal complaint and will be handled by the competent authorities.
9.5. Reimbursement for Your Liability
In the event that you are liable for any amounts owed to EBANX due to actions relating to your business activities with us, EBANX may immediately deduct such amounts from your future payments. If the balance on your Business Account is insufficient to pay your liability off, your remaining balance (if any) will be withdrawn, and your Business Account will have negative balance to cover the full and/or outstanding amount of your liability, and you will be required to immediately add funds to your Business Account in order to settle the negative balance. If you do not do so, EBANX may engage in collection efforts to recover such amounts from you.
9.6. Restricted Activities Liability
If EBANX, at its sole discretion, believes that you may have engaged in any restricted activities, we may take various actions to protect EBANX, Customers and third parties from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liabilities.
You are not entitled to, in no case nor under any excuse, sell products that are prohibited by the Health Surveillance authorities, or any other authority, in the Territory where EBANX will provide you with local payment methods. You can ask us at any time to confirm which substances or products are prohibited or not. In case you are not in compliance with this provision, EBANX reserves the right to terminate this Agreement immediately. Any such situations shall entail that you are solely responsible for fully reimbursing the Customer, and also for bearing any costs that EBANX might incur as a result of this situation.
If any product you sell using our payment methods gets confiscated by the authorities, you acknowledge that you sold that product at your own discretion and, therefore, neither the customer nor EBANX shall be punished for it. Moreover, we may refund the Customer in these cases and deduct the amount from your next Settlement.
9.7. Account Closure, Termination of Service, Limited Account Access; Confidential Criteria
If we close your Business Account or terminate your use of EBANX Services for any reason, we will notify you of our actions. Further, you represent to acknowledge that EBANX’s decision to take certain actions, including limiting access to your Business Account by placing holds or imposing Reserves, may be based on confidential criteria that are essential to our management of risks and to the security of the Customers’ accounts and the EBANX’s system itself. You hereby agree that EBANX has no obligation to disclose the details of its risk management policies or security procedures to you.
10. General Provisions
Unless otherwise agreed through an Addendum, you hereby agree that we shall be your exclusive service provider for online payment processing services. Therefore, EBANX shall process at least 80% of your volume of transactions in the Territories. Therefore, you acknowledge that you shall not seek nor accept similar services from other providers unless a prior written approval is obtained from us. However, it will not be considered a breach of contract if you have a fallback solution.
10.2. Equality of Conditions
You shall sell the products and services to Customers using EBANX Payment Methods in the same price and conditions offered to Customers using other means of payment provided by a third party.
10.3. Intellectual Property
"EBANX.com", "EBANX", and all other URLs, logos and trademarks related to EBANX Services are either trademarks or registered trademarks of EBANX Group or its licensors. You shall undertake to use EBANX logo in accordance with our requirements and we shall have the right to restrict its usage.
10.4. Permission to use copyrighted material
You hereby grant EBANX the right to use and display your logo and name on EBANX’s website, films, multimedia presentations, public events, press releases, catalogs, trademarks, logotypes, designs, especially in any material used to sell and promote EBANX Services. Moreover, your logo and name can be explicitly used on EBANX’s website to show that we process your payments in Latin America, with the single purpose of promoting EBANX Services.
10.5. Customer Data Usage
10.6. EBANX Pixel
EBANX Pixel is a script tool developed exclusively to your website which allows parties to track Customers’ online activities. The data generated and collected from EBANX Pixel is anonymous and is used exclusively for marketing purposes. You hereby agree not to deanonymize data generated from EBANX Pixel in any circumstance, nor to modify or limit EBANX Pixel script without our consent. We may be able to store anonymous data generated from EBANX Pixel even after the term of this Agreement, under the limits of data protection legislation applicable.
10.7. Data Protection
10.8. Limitations of liability
To the extent permitted by law, EBANX shall not be liable and shall not have responsibility of any kind to you or your Customers for any loss or damage that may incur in the event of (a) any failure or interruption of the Payment Processing Services; (b) any act or omission of any third party involved in making the Payment Processing Services or the data contained therein available to you; (c) any other cause relating to your access or use, or inability to access or use; (d) the cost of procurement of substitute goods or services; (e) unauthorized access to or alteration of your transmissions or data, whether or not the circumstances giving rise to such cause may have been within the control of EBANX or of any related software, services, or support for the Payment Processing Services; (f) a suspension or other action taken with respect to your Business Account; (g) your needs to modify practices, content, or behavior, or your loss of or failure to do business, as a result of changes to this Agreement or EBANX’s policies; (h) any fraud or Chargeback that is not prevented by EBANX’s antifraud system; (i) any virus or malicious software from your systems misuses.
You agree to defend, indemnify and hold harmless EBANX Group from any claim or action (including attorneys’ fees) brought or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of EBANX Services and/or your violation of any laws or the rights of a third party.
- EBANX Payment Methods are not an indemnified solution against credit card chargebacks and frauds. You are fully responsible for the related potential losses, meaning that any chargebacks or frauds shall be deducted from your Business Account
- You hereby undertake to reimburse EBANX for any damage probably suffered by EBANX due to fines and/or penalties imposed by the credit card schemes’, acquirers or issuers, or by government authorities, due to your noncompliance with the rules and
requirements under this Agreement.
10.10. Force Majeure
If any event beyond our control such as natural disaster, war, strike, embargo, among others, prevents us from performing our obligations hereunder, we shall immediately notify you, so we can reach an agreement over how to resume the provision of our services.
10.11. Confidentiality Clause
Every information and all communications exchanged between us is deemed confidential. Therefore, the
breach of our confidentiality is a breach of the Agreement.
10.12. No Waiver
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches
Any change hereto shall only be valid and effective if in writing upon agreement by you and EBANX. However, EBANX reserves the right to revise and modify the provisions set forth herein though an addendum sent electronically to you or published in our website. If you do not agree with the new terms, you may request the termination of this Agreement. Otherwise, if you continue using the Services, we may presume your acceptance to the new terms.
10.14. Signing Authority
The persons executing this Agreement expressly warrant that have the legal authority to bind for and on the parties’ behalf.
10.15. Contractual Coalition
In the event that new services could be offered and/or provided by EBANX to you, such as Marketing, Fraud Prevention and any other services that may arise after the execution of the Agreement, specific new agreements and conditions may be negotiated between you and EBANX.
11. Term and Terminations
11.1. This Agreement shall commence on the date provided in the Merchant Agreement Addendum, which shall supplement this Agreement and will remain in effect for 3 years, unless otherwise provided in the Addendum. This Agreement may be terminated by either party, at any time, due to: (a) any party’s written notification, sent to the other party’s email (our email is firstname.lastname@example.org), with the respective receipt confirmation, prior to 60 calendar days; (b) any party’s breach of a material provision of this Agreement and/or the failure to comply with applicable laws, EBANX’s policies or EBANX’s restricted activities, which are causes of immediate termination.
11.2. If we believe you are acting illegally or not in compliance with the requirements set out herein, we shall, at our own discretion, be entitled to suspend or disconnect EBANX Payment Methods from your website or your access to payment on demand in your Dashboard until you prove to our satisfaction that you are compliant with the Agreement.
11.3. We may terminate this Agreement with immediate effect pursuant to any credit card schemes’, acquirers’, issuers’ or regulatory demand, requirement or directive, within the Territory, for the cessation of the payment processing services for all or part of the products or services sold by you. In the event of receipt of such communication, we shall immediately notify you of such demand, requirement or directive.
12. Disputes with EBANX
12.1. Please contact EBANX first!
EBANX wants to address your concerns without resorting to formal legal proceedings. Before any dispute, you hereby agree to try to resolve the dispute informally by contacting EBANX through email@example.com.
12.2. Dispute Resolution
In the event of any dispute arising out of or relating to the performance, enforcement, breach, or termination of this Agreement, the parties shall first use their best efforts to resolve such matters by negotiation. If the parties do not settle their differences within a period of 15 days from the date either party gives notice that a dispute exists, the dispute shall be finally settled by arbitration administered by the International Center for Dispute Resolution in accordance with its International Arbitration Rules then in effect. Should arbitration be invoked, the governing law shall be the laws of England.
12.3. Applicable Law
You hereby agree that, except to the extent it is inconsistent with or preempted by any other applicable law, the laws of England shall govern this Agreement and any claim or dispute that has arisen or may arise between you and EBANX.
13. Payment Processing Fees
Addendum: means the addendum to this Merchant Agreement Terms and Conditions signed in written or communicated to you.
Agreement: means this Merchant Agreement Terms and Conditions and all links mentioned herein.
Anticipation Services: means the service provided by EBANX itself or through a third-party contractor to you consisting in advancing funds from Credit Card transactions in Brazil from standard 30 days after the transaction was confirmed to 2 days after payment confirmation.
Applicable Legislation: means all applicable legislation, regulations and any and all directives and/or guidelines of any applicable regulatory or governmental authority relating (as applicable to the context) to each party’s obligations under and/or pursuant to this Agreement or the business activities performed by the parties.
Bank: means a Financial Institution with which EBANX and you maintain an account. Such financial institution must be subject to regulations by its respective national financial supervisory authority or authorities.
Business Account: means the account in which you hold funds regarding the use of Payment Processing Services.
Business Day: means any day other than (i) a Saturday or Sunday and (ii) a national holiday in the Brazilian Territory.
Chargeback: means when the Customer claims to their issuer that the products and/or services were not received or not requested at all or when the transaction was not recognized by the Customer and therefore demands to be refunded for the payment or have the given transaction cancelled and not charged from the Customer.
Chargeback Fee: means the amount to be charged per Chargeback.
Collection Agent: means the EBANX group company that is in charge of providing the Collection Agent Service to EBANX PTE. LTD. in the Territory;
Collection Agent Service: means the service of collecting, ensuring compliance with local anti-fraud and anti-money laundering, as well as other regulatory standards under local law, transferring the monetary amount of the Transaction to EBANX PTE. LTD., and then ensuring compliance, post-transfer, with international anti-fraud and anti-money laundering, as well as other regulatory standards under international treaties/conventions;
Confirmed Payment: means the transaction is confirmed and its respective funds will become available to EBANX according to the fund’s availability time for the payment method used to process the transaction.
Customer: means a person situated in one of the Territories described in this Agreement that makes purchases from you through EBANX Payment Methods.
Customer Data: means the personal data collected from the Customers by you for KYC (Know Your Customer), AML (Anti-Money Laundering) and FX (Foreign Exchange) policies and purposes.
Customer ID: means the personal information used by EBANX on its systems to identify each Customer using EBANX Payment Methods.
Dashboard: means management interface tool with EBANX in which you will have full access, in real-time, to all the transactions taking place, request settlements, update your bank account information, and register authorized users.
EBANX Group: means the companies that are part of the same economic group responsible for providing the services described and/or related to this Agreement.
EBANX Payment Methods: means the payment methods used by EBANX to provide the payment processing services that constitute the scope of this Agreement, which are described on Clause 14. EBANX Payment Methods are: Pago en Efectivo, Credit and Debit Card for Argentina; PagosNET for Bolivia; Boleto Bancario, Online Debit (TEF) and Credit Card for Brazil; Servipag, Sencillito, Multicaja and Credit/Debit for Chile; PSE, Baloto and Credit Card for Colombia; SafetyPay for Ecuador; Oxxo, Credit, Debit Cards and SPEI for Mexico and Pago Efectivo, SafetyPay and Credit Card for Peru.
EBANX Services: means any services provided by a Company within EBANX Group.
Fee per transaction: means the amount to be charged per transaction processed on your behalf by EBANX. Rates may vary according to the EBANX Payment Method used to process the transaction depending on the negotiation between the parties. Fees may include Fixed Fee, Rate per Transaction and/or Minimum Fee.
Fixed Fee: means the fixed negotiated amount to be charged per processed transaction using EBANX Payment Methods.
FX Conversion Rate: means the Conversion Rate for American Dollars (USD) from the Territory’s Currency provided by the Processor's Banking partners.
Integration Key: means a non-transferable, confidential key used to identify each of the your(s) website(s).
Merchant: means the entity engaged in the business of online sales of physical goods, digital goods and/or online services that intends to sell its products/services through EBANX Payment Methods.
Merchant Bank Account: means your bank account at a financial institution in the country where your entity is registered and communicated to EBANX through the Dashboard. Your bank account shall be pre-approved by EBANX according to anti-money laundering policies previously to any Settlement being paid.
Minimum Fee: means the minimum amount to be charged per transaction by EBANX if the Fixed Fee plus the Rate per Transaction is less than the Minimum Fee.
Monthly Limit: means the limit per Customer ID to which the Customer is entitled to spend per month using EBANX Payment Methods. This limit does not apply solely to the transactions processed on your behalf.
Net Transaction Value: means the sum of the Authorized Transactions minus the applicable Service Fee.
Payment Processing Service: means the services to be provided by EBANX pursuant to this Agreement under which EBANX processes transactions on your behalf.
Refund: means returns, reversals or adjustments due to Transactions pursuant to Payment Network Rules or Applicable Legislations where the Customer is refunded with the full or partial amount of a Transaction.
Refund Fee: means the amount to be charged per Refund.
Reserve: means the funds that might be withheld in your Account by way of guarantee, when EBANX believes there might be a high risk associated to your account. The funds may be withheld from 30 up to 180 days.
Service Fee: means any amount to be charged for the Payment Processing Services provided by EBANX.
Settlement: means the funds transferred to you, by international wire transfer, to your bank account informed on the Dashboard.
Territory: means the Latin America Countries where EBANX shall provide its Payment Processing Services, as described in Clause 1.1 subject to EBANX policies.
Transaction: means the Latin America Countries where EBANX shall provide its Payment Processing Services, as described in this Agreement subject to EBANX policies.