Legal

A. Acquiring Service 

These Acquiring Service Terms supplement the General Terms

1. Supported Payment Methods
   1. The Acquiring Service is provided subject to:
      1. each card or Payment Method being accepted by the relevant Payment Scheme or APM (any acceptance may be withdrawn at any time at their discretion); and
      2. where required by a Payment Method, the Company entering into a direct agreement with the Payment Method or a third party prior to Checkout.com processing Transactions related to the Payment Method.
2. Complying with Payment Method Rules
   1. The Company must comply with the Payment Method Rules. If Checkout.com becomes aware of any breach by the Company of the Payment Method Rules, the Company must help Checkout.com to investigate and remedy the breach.
   2. The Company must give Checkout.com the information it requires to comply with the Payment Method Rules when using the Acquiring Service.
   3. In the event of any conflict between the Payment Method Rules and Applicable Law, the Applicable Law will prevail.‍
3. ‍Representations and Warranties
   1. The Company represents and warrants to Checkout.com that, at all times during the term of this Agreement:
      1. its products and services are sold in a manner compliant with all Payment Method Rules and Applicable Law in its country of incorporation and in the countries where Buyers are based;
      2. the Company is not: (i) experiencing excessive Chargebacks (according to the limits determined by the Payment Method); or (ii) subject to any Payment Method monitoring programme(s); and
      3. the Company has never: (i) committed fraud; or (ii) been terminated for breach or default by a merchant acquirer.
4. Cessation of the Service
   1. In addition to any other rights and remedies, Checkout.com may cease providing the Acquiring Service, temporarily or permanently, immediately if:
      1. Checkout.com determines that the total value of the Refunds, Chargebacks, reported fraud, the number of declined authorisation requests or customer complaints received is excessive;
      2. the Company is placed into any Chargeback monitoring programme maintained by a Payment Method, the Company is listed on World-Check (or the equivalent) or a Payment Method fraud and risk database; or
      3. the Company fails to seek Checkout.com’s prior written consent to any change of merchant category codes for the products or services for which Checkout.com processes Transactions (not including any new brand of existing products or services within the existing merchant category codes).
   2. If Checkout.com terminates this Agreement, Checkout.com may, where required by the Payment Method Rules, add the Company to the Mastercard MATCH (Mastercard Alert To Control High-risk Merchants) database, the Visa Merchant Screening Service, or other equivalent database or service.
5. Authentication of Transactions
   1. Where required by the Payment Method Rules or Applicable Law, the Company must obtain Authentication relating to the Payment Method being used by a Buyer for the Transaction. Failure to obtain Authentication may result in:
      1. the Transaction not being accepted; or
      2. the imposition of restrictions or penalties by a Regulatory Authority or Payment Method.
   2. Checkout.com may make Authentication mandatory or add other restrictions if a Transaction is suspected to be fraudulent or if required by Applicable Law, the Payment Method Rules or a Payment Method.
   3. Where an Authentication is hard-declined, the Company must not resubmit the Transaction for Authentication.
6. Recurring Transactions
   1. The Company may only process Recurring Transactions with Checkout.com’s approval.
   2. The Company must ensure that all Recurring Transactions comply with the Payment Method Rules and Applicable Law, including:
      1. obtaining express, informed consent from Buyers;
      2. satisfying any advance notice requirements; and
      3. providing Buyers with a cancellation procedure.
7. Sending Transaction information
   1. The Company will only submit Transactions agreed to by Checkout.com:
      1. for those products and services agreed to by Checkout.com;
      2. for products and services that are sold via the same website or application as agreed to by Checkout.com;
      3. that do not significantly differ from the value or type of transaction agreed by Checkout.com;
      4. for products and services which are to be delivered less than six months after the date of the Transaction;
      5. which the Company knows, or should know, are valid, authorised by a Buyer and are not fraudulent; and
      6. which will not cause material damage to the reputation of Checkout.com.
   2. The Company must keep a copy of all electronic records relating to each Transaction for the greater of: (i) two years from the date the Transaction is processed; or (ii) any relevant period required under Applicable Law or the Payment Method Rules.
8. ‍Chargebacks and Assessments
   1. The Company will be liable for any Chargebacks and Assessments. Each Chargeback and Assessment will be a debt immediately due and payable by the Company to Checkout.com. The Company will remain liable to Checkout.com for any Chargeback, Assessment and any other Losses that arise after the termination of this Agreement or the permanent cessation of the provision of the Acquiring Service.
   2. When a Chargeback or Assessment occurs, Checkout.com will be entitled to recover the full amount of the Chargeback, Assessment and any other Losses incurred in connection with that Chargeback, Assessment or Loss immediately by:
      1. making a deduction from any Settlement;
      2. debiting any Reserve Account or Additional Collateral;
      3. invoicing the Company for the relevant amount; or
      4. any other reasonable means.
   3. In case of a dispute, Checkout.com is under no obligation to dispute the validity of any Chargeback or Assessment. The decision of a Payment Method will be final and binding. If Checkout.com does dispute the validity of any Chargeback or Assessment, the Company will be liable for any Losses that may arise in relation to such process.
9. Managing risk
   1. Checkout.com may, upon providing at least two months’ prior notice, impose additional measures to manage fraud and credit risk if Checkout.com reasonably thinks that these measures are needed to limit any exposure to unauthorised or fraudulent Transactions. Checkout.com reserves the right to provide shorter notice where Checkout.com deems it reasonably necessary to impose measures to manage fraud and credit risk. Where required, Checkout.com may suspend all or part of the Acquiring Service whilst the Company puts such measures in place.
10. PCI DSS
    1. Both the Company and Checkout.com are required to comply with PCI DSS as set out at https://www.checkout.com/docs/risk-management/pci-compliance. When requested, the Company will provide information about its PCI DSS level or compliance to Checkout.com.
    2. Where a Regulatory Authority, Payment Method or Checkout.com reasonably believes that the Company has suffered a cardholder security breach or compromise of any cardholder information, the Company will, at its cost and in accordance with the PCI DSS requirements, conduct a security audit of its systems and locations using an independent auditor, and share the audit report with Checkout.com, the Payment Method or Regulatory Authority.
11. Settlement
    1. Settlement will be made via bank transfer to the Company’s nominated bank account (which must be in its name), with the Company being responsible and liable for any charges charged by its bank in connection with the receipt of Settlement.
    2. Settlement will be made in accordance with any timings, limits or thresholds set out in the Pricing Schedule or at the end of any deferred settlement period. Settlement will only be made following receipt of settlement from the Payment Method. Checkout.com will deduct amounts which are payable to Checkout.com under this Agreement, including Refunds, Chargebacks, Assessments, the Shortfall and any Losses due to the Company’s or its Group companies’ failure to comply with this Agreement or any agreement in place with Checkout.com. Checkout.com may also, where agreed with the Company, use the Settlement monies in connection with any card issuing services that Checkout.com provides to the Company.
    3. Any overpaid or incorrectly received Settlement, including any related to Transactions for which Checkout.com has not received settlement, will be, upon notice to the Company of such overpayment or error, at Checkout.com’s option:
       1. deducted by Checkout.com from any Settlement, Reserve Account or any Additional Collateral; or
       2. refunded immediately to Checkout.com by the Company.
    4. Settlement may be withheld or deferred, if Checkout.com:
       1. reasonably suspects such monies may be related to fraudulent Transactions;
       2. reasonably suspects such monies relate to Transactions in breach of Applicable Law or the Payment Method Rules;
       3. reasonably determines such monies are likely to become subject to an Assessment, Chargeback or Refund;
       4. requires such monies to pay any Shortfall;
       5. requires such monies to pay any Losses;
       6. is notified that such monies are subject to investigation by a Regulatory Authority or Payment Method, until satisfactory completion of any investigation; or
       7. reasonably determines that the Company is insolvent or likely to become insolvent.
    5. No interest will be paid on any withheld or deferred Settlement.
    6. Where Settlement needs to be converted to a different currency or otherwise as may be necessary to process any Refund, Checkout.com can transfer funds between any accounts held for the Company and will apply the market conversion rate and an exchange rate Fee, as stated in the Pricing Schedule. In the case of an error or mismatch in the exchange rate, adjustments may be applied without notice to the Company to correct such errors. Where requested, Checkout.com will make the exchange rate available to the Company.
12. Statements
    1. Statements will be made available to the Company on a monthly basis. Where the Company becomes aware of any issue with a statement, it must notify Checkout.com within 13 calendar months from the date of the relevant statement or it will waive its right to challenge.
13. Refunds
    1. The Company must ensure that its returns and refunds policies are disclosed to Buyers in a manner compliant with Applicable Law and the Payment Method Rules.
    2. All Refunds must be made to the Payment Method used for the original Transaction (unless required by Applicable Law or the Payment Method Rules).
    3. The Pricing Schedule sets out the Fees payable for Refunds.
    4. Checkout.com may refuse to process Refunds or suspend the Company’s ability to make Refunds if:
       1. such Refund is not permitted by Applicable Law or does not comply with the Payment Method Rules;
       2. the Company is in breach of this Agreement;
       3. the Company is subject to a fraud investigation or any excessive Chargeback programme; or
       4. Checkout.com considers that allowing Refunds might otherwise result in Checkout.com suffering Losses,
          and Checkout.com will notify the Company, where permitted to do so by Applicable Law and the Payment Method Rules.
    5. If a Refund is made to the wrong person or goes missing as a result of incorrect information provided by the Company or if the Company accidently processes any Refunds, the Company must notify Checkout.com within 60 days of the date the Company processed such Refund. Checkout.com will use reasonable endeavours to recover the funds, subject to the Company paying Checkout.com any reasonable costs incurred in doing so. Checkout.com will promptly reimburse the Company for any Refunds when Checkout.com has made a mistake or when it is required to do so by Applicable Law.
14. Reserve, set-off and other protections
    1. If Checkout.com deems it necessary to manage the risk of processing Transactions, it may set up a Reserve Account to hold funds up to a fixed amount or a percentage of the daily Transactions processed by the Company. Checkout.com will deduct funds from Settlement to ensure that the Reserve Account has sufficient funds. The amount, rate, rolling period and/or retention period (all as separately notified to the Company in writing) may be changed from time to time based on Checkout.com’s risk assessment.
    2. If required, Checkout.com may request Additional Collateral to be kept separate from any other amounts held with Checkout.com. The required amount of Additional Collateral may be updated upon notice, or a top-up payment may be required if the Additional Collateral is used by Checkout.com to pay any amounts owed under this Agreement.
    3. No interest will be paid on the Reserve Account or Additional Collateral and the Company may not assign or grant any security interest in the Reserve Account or Additional Collateral.
    4. Funds held in the Reserve Account and Additional Collateral may be used to pay any amounts owed under this Agreement and such funds will be retained until such time as Checkout.com is satisfied that all of the Company’s liabilities have expired or been fulfilled.
    5. Where the Company is insolvent, the Reserve Account and Additional Collateral will only be made available for the purposes of the insolvency process after Checkout.com is satisfied that all of the Company liabilities to Checkout.com have expired or been fulfilled.
    6. If the Company cannot provide Additional Collateral following a request by Checkout.com to do so, Checkout.com may immediately cease providing the Acquiring Service or terminate this Agreement.
15. Definitions
    1. Capitalised terms used but not defined in these Acquiring Service Terms will have the meaning given to them in the General Terms.

B. Account Updater Service

These Account Updater Service Terms supplement the General Terms.

1. Account Updater Service
   1. The Company may send Checkout.com Buyer information that it holds or Checkout.com may regularly check Buyer information that it holds on the Company’s behalf.
   2. Checkout.com may request a Payment Method to check Buyer information and confirm whether there has been any change to such information. If Checkout.com receives confirmation of changes to the Buyer information, it will update such Buyer information accordingly.
   3. Checkout.com is not responsible for the accuracy of the Buyer information received from the Company or any Payment Method.
   4. The Company must only use the Account Updater Service in accordance with the instructions of Checkout.com.‍
2. Definitions
   1. Capitalised terms used but not defined in these Account Updater Service Terms will have the meaning given to them in the General Terms.

C. Authentication Services

These Authentication Service Terms supplement the General Terms. 

1. Authentication Services
   1. The Authentication Services will be made available for Transactions that are processed via Checkout.com or via a third party acquirer, provided the means of Authentication is supported by the Payment Method used, the respective issuer and implemented by Checkout.com’s current software.
   2. Checkout.com will not be liable for any delays in the response times for Authentication, or declines or malfunctioning of Authentication where such issues are caused by third parties, including issuers and their Authentication providers.
2. Definitions
   1. Capitalised terms used but not defined in these Authentication Terms will have the meaning given to them in the General Terms.

D. Beta Services

These Beta Service Terms supplement the General Terms. 

1. Beta Services
   1. Checkout.com may offer access to Beta Services, to be used in conjunction with, or separate from other Services.
   2. The Company must comply with any instructions or terms provided to it by Checkout.com in relation to the Beta Services.
   3. Checkout.com reserves the right at any time to:
      1. modify or add terms related to the access or use of any Beta Services;
      2. modify, add, discontinue, temporarily or permanently, any functionality or features of the Beta Services;
      3. immediately suspend or terminate access to any Beta Services (or any part of them); and
      4. terminate the relevant Beta Services upon the release of a generally available version of the applicable Beta Services.
   4. The Company will provide feedback on the Beta Services when reasonably requested by Checkout.com. The Company grants an unlimited, irrevocable, perpetual, transferable, sublicensable, royalty-free licence to Checkout.com to use any feedback or suggestions provided by the Company without any obligation or compensation.
   5. Checkout.com may collect, monitor and analyse any data relating to the Company’s use of the Beta Services and use this to improve the Beta Services for development or diagnostic purposes.
   6. Notwithstanding anything to the contrary in the General Terms, the Beta Services are provided to the Company on an ‘as-is’ basis and without any warranties, representations or conditions of any kind. Checkout.com disclaims all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. The Beta Services are provided without any guarantee as to their performance, speed, functionality and availability and will not be subject to any service levels or credits agreed in respect of any other Services.
   7. Checkout.com’s maximum total liability in relation to any Beta Services, either to the Company or to any Additional Company, will be limited to the amount of Fees (net of third party fees such as interchange and Payment Method fees) that the Company or Additional Company has paid to Checkout.com in respect of the relevant Beta Services in the 12 months immediately preceding the event which gave rise to the claim.
2. Definitions
   1. Capitalised terms used but not defined in these Beta Service Terms will have the meaning given to them in the General Terms.

E. Data Protection Terms

These Data Protection Terms supplement the General Terms. 

1. Data Protection Terms
   1. The Company will act as an independent data controller for the Relevant Personal Data at all times.
   2. Checkout.com will act as data processor for the Relevant Personal Data, except in the circumstances set out in section 1.4.
   3. Where Checkout.com acts as a data processor, it will:
      1. process Relevant Personal Data in accordance with the Company’s lawful written instructions;
      2. promptly inform the Company if Checkout.com cannot comply with the Company’s instructions or such instructions infringe Data Protection Law;
      3. ensure that personnel with access to Relevant Personal Data are subject to confidentiality obligations;
      4. provide reasonable assistance to the Company to respond to data subject requests;
      5. delete or return Relevant Personal Data to the Company promptly following termination of the Agreement;
      6. maintain appropriate technical and organisational security measures;
      7. notify the Company without undue delay upon confirmation of a data breach affecting Relevant Personal Data, and taking into account the information available to Checkout.com, assist the Company in ensuring compliance with its obligations under Data Protection Law. Such notification will not be construed as an acknowledgement of any fault by Checkout.com;
      8. with respect to Checkout.com’s sub-processors (which the Company authorises the appointment and use of in connection with the Services), remain liable for the sub-processors’ obligations, provide an up-to-date list of sub-processors upon reasonable request, and inform the Company of any addition or replacement of a sub-processor before the Relevant Personal Data is communicated to any such new sub-processor. If the Company reasonably objects to a new sub-processor within 30 days of receiving notice of the appointment of such sub-processor, Checkout.com will not provide the Relevant Personal Data to the new sub-processor and the Company may stop using any Service that requires the use of such sub-processor;
      9. only transfer the Relevant Personal Data from the EEA or the UK to a country outside the EEA or the UK where the European Commission or the relevant United Kingdom regulatory authority, as applicable, has recognised that country as having adequate standards for the protection of personal data, or appropriate safeguards have been implemented as required under Data Protection Law;
      10. allow the Company to verify Checkout.com’s compliance with Data Protection Law and the Agreement by providing the Company, promptly following the Company’s written request, a copy of Checkout.com’s security certifications. Checkout.com’s security certifications are Checkout.com’s Confidential Information;
      11. provide written responses to the Company’s reasonable requests for information including any information security and audit questionnaires that are reasonable in scope and necessary to confirm compliance with these data protection obligations, provided that (i) the Company has made reasonable efforts to obtain the information from security certifications or public information, and (ii) the Company will exercise this right only once per year, unless a Personal Data Breach or significant change in Checkout.com’s processing activities require that an additional questionnaire is executed. All responses provided by Checkout.com are Checkout.com’s Confidential Information; and
      12. taking into account the nature of the processing and the information available to Checkout.com, assist the Company with its compliance with Data Protection Law in respect of data protection impact assessments and prior consultation, by providing the information Checkout.com makes available under section 1.3(k).
   4. Checkout.com will act as an independent data controller:
      1. to fulfil any legal and regulatory obligations;
      2. where Checkout.com determines the essential means of the processing necessary to deliver the services in accordance with the Payment Scheme Rules and the rules of any third-party acquirer(s); and
      3. where Checkout.com, anonymises and aggregates Relevant Personal Data processed for the purposes outlined in sections 1.4(a) and 1.4(b) and utilise it to ensure and improve the security, stability, performance and development of Checkout.com’s services.
   5. The Company will provide to all relevant data subjects the information required by Data Protection Law about how both parties process the Relevant Personal Data under the Agreement.
   6. If the California Consumer Privacy Act of 2018 (the “CCPA”) applies and Checkout.com is acting as a data processor, Checkout.com agrees that it will not: (a) retain, use, or disclose Relevant Personal Data for any purpose, including any commercial purpose, except as permitted in the Agreement or under the CCPA; (b) retain, use, or disclose Relevant Personal Data outside the direct business relationship between Checkout.com and Customer, including by not combining any Relevant Personal Data with other personal information collected or received from another source, except as permitted in the Agreement or by the CCPA; or (c) sell or share (as defined under the CCPA) Relevant Personal Data. Checkout will inform the Company if it determines that Checkout can no longer meet its obligations under the CCPA. If Checkout is engaged in the unauthorized use of Relevant Personal Data, it will take reasonable and appropriate steps to remediate any unauthorized processing of Relevant Personal Data.
2. Definitions
   1. Capitalised terms used but not defined in these Data Protection Service Terms will have the meaning given to them in the General Terms.

F. Fraud and Risk Management Service

These Fraud and Risk Management Service Terms supplement the General Terms. 

1. Fraud and Risk Management Service
   1. The Company must use the Fraud and Risk Management Service in accordance with Checkout.com’s instructions and provide complete and accurate payment information required by Checkout.com.
2. Risk Assessment  
   1. The Fraud and Risk Management Service is a rule-based solution and the Company may apply the settings and rules that it wants via the Dashboard.
   2. The Fraud and Risk Management Service utilises a machine learning tool that scores transactions based on their likelihood of being fraudulent, which can be incorporated into the Company’s settings and rules. As this tool is based on machine learning, Checkout.com may be unable to provide the underlying reasons for why a particular score is given to a Transaction.
   3. The final responsibility for the acceptance or cancellation of a Transaction, based on the Company’s settings and rules remains with the Company.
   4. Checkout.com may change the settings and rules that are available and used in the Fraud and Risk Management Service.
   5. The Fraud and Risk Management Service does not guarantee the prevention of fraudulent Transactions. Checkout.com may notify the Company if it believes that the settings and rules that are chosen are likely to result in high levels of unauthorised Transactions. Checkout.com is not obliged to check the settings and rules chosen.
3. Definitions
   1. Capitalised terms used but not defined in these Fraud and Risk Management Service Terms will have the meaning given to them in the General Terms.

G. Funds Pooling Service

These Funds Pooling Service Terms supplement the General Terms.

1. Funds Pooling Service
   1. The Company must use the Funds Pooling Service in accordance with Checkout.com’s instructions and provide any information Checkout.com requires.
2. Pooled Accounts
   1. The Company may choose which of its sub-accounts held with Checkout.com are pooled under the Funds Pooling Service, provided they are:
      1. owned by and held for the Company;
      2. held in a supported currency;
      3. not already in a separate pool of sub-accounts.
3. Cross-Currency Account Transfers
   1. Checkout.com will permit the Company to process certain transactions even if there are insufficient funds in the relevant pooled sub-account, by automatically transferring funds from another pooled sub-account held for the Company.
   2. For each cross sub-account transfer, Checkout.com will apply live industry standard interbank foreign exchange (“FX”) base rates to convert balances.
   3. The FX rate is determined when the relevant transaction is processed and an FX markup, as detailed in the Pricing Schedule, will apply for each currency conversion.
   4. Funds are transferred from the pooled sub-account held for the Company with the highest balance at the time the relevant transaction is processed.
   5. If there are insufficient balances across all pooled sub-accounts held for the Company, the transaction request will be declined, and no Fee will be applied to such request under the Funds Pooling Service.  The request or transaction may still be subject to separate Fees for any wider Services applying to it.
4. Definitions
   1. Capitalised terms used but not defined in these Funds Pooling Service Terms will have the meaning given to them in the General Terms:

H. Integrated Platform Service

These Integrated Platform Service Terms supplement the General Terms.

1. Integrated Platform Service
   1. Any references to “the Company” in section 3 (Company Information), 7 (Software and intellectual property rights), 13 (Confidentiality) and 20 (Audit Rights) of the General Terms will be deemed to be references to the Sub-Merchants for the purposes of any Services that Checkout.com provides to the Company in connection with the Integrated Platform Service and the Company is responsible for ensuring that the Sub-Merchants comply with such provisions.
   2. The Integrated Platform Service is provided subject to:
      1. each card or Payment Method being accepted by the relevant Payment Scheme or APM (acceptance may be withheld or withdrawn at any time at their discretion); and
      2. where required by a Payment Method, the Company or the Sub-Merchants  entering into a direct agreement with the Payment Method or a third party prior to Checkout.com processing Transactions related to the Payment Method for the Company or the Sub-Merchants.
2. Registration with Payment Methods
   1. If required by the Payment Method Rules, the Company agrees that:
      1. Checkout.com will register the Company as a payment facilitator with the relevant Payment Method and the Company will be responsible for maintaining such registration at its own expense;
      2. it will provide any information and assistance  required by Checkout.com and any Payment Method to obtain and maintain such registration or any renewal of such registration;
      3. upon request by Checkout.com, it will pay an amount equal to the first year’s Payment Method payment facilitator registration fee(s) and any additional fees as required to maintain such registration; and
      4. it will hold all required consents, licences and authorisations to operate as a payment facilitator (as defined under the Payment Method Rules) and will provide any information Checkout.com may reasonably request to evidence the same.
3. Onboarding and Monitoring of Sub-Merchants
   1. The Company is responsible for the onboarding of the Sub-Merchants in accordance with Applicable Law, the Payment Method Rules and the Underwriting Guidelines. Any checks conducted by Checkout.com should not be relied upon by the Company.
   2. The Company will not onboard a Sub-Merchant who is incorporated, or otherwise established, outside the Integrated Platform Territory.
   3. The Company will continually review and monitor Sub-Merchants and update any due diligence information and documentation obtained from each Sub-Merchant no less than once annually or as otherwise required by Applicable Law, the Payment Method Rules, or the Underwriting Guidelines. The Company will provide Checkout.com copies of such information and documentation promptly following Checkout.com’s request.
   4. For each Sub-Merchant, the Company will:
      1. monitor its activities, credit risk and compliance with the Underwriting Guidelines and provisions of the Payment Processing Agreement, or the Sub-Merchant Agreement, as applicable, and notify Checkout.com of any breach of the same;
      2. notify Checkout.com as soon as reasonably practicable where it becomes aware of any facts that would require Checkout.com to cease processing Transactions for any Sub-Merchant (including any breach by the Company or a Sub-Merchant of Applicable Law or the Payment Method Rules); and
      3. not engage in any misleading or deceptive conduct or make any representation to a Sub-Merchant about or relating to Checkout.com.
4. Agreements with Sub-Merchants
   1. Prior to processing any Transactions in connection with the Integrated Platform Service, the Company must ensure that the Sub-Merchant accepts the terms of a Payment Processing Agreement or a Sub Merchant Agreement, as applicable.
   2. The Company must track, by Payment Method, the volume and amount of Transactions processed for each Sub-Merchant individually and collectively to ensure compliance with the Payment Method Rules. Where any Sub-Merchant’s annual volume exceeds the processing thresholds established by a Payment Method, the Company must notify Checkout.com and ensure that such Sub-Merchant enters into a Sub-Merchant Agreement to continue processing any Transactions.
   3. Checkout.com may request the Company to update any Payment Processing Agreement or Sub-Merchant Agreement and the Company will make such update(s) promptly following such request.
   4. If requested by Checkout.com or any Payment Method, the Company will immediately terminate any Payment Processing Agreement or Sub-Merchant Agreement. The Company will include provisions in the Payment Processing Agreement or the Sub-Merchant Agreement which permit Checkout.com to terminate a relationship with any Sub-Merchant where:
      1. Checkout.com is required to do so by a Payment Method or Applicable Law;
      2. the Company is required to do so by Checkout.com;
      3. Checkout.com reasonably suspects that the Sub-Merchant or anyone connected to it is engaged in fraudulent or dishonest activity;
      4. the Sub-Merchant becomes, or Checkout.com reasonably thinks that the Sub-Merchant is likely to become, insolvent;
      5. this Agreement is terminated or there is a permanent cessation of the provision of the Integrated Platform Service;
      6. Checkout.com determines, in its reasonable opinion, that the continued provision of services to the Sub-Merchant may either:
         1. damage the Checkout.com brand, image, reputation or business; or  
         2. give rise to increased risk of Losses to Checkout.com; or
      7. as otherwise permitted under the terms of the Payment Processing Agreement or the Sub-Merchant Agreement.
5. Company Obligations
   1. The Company will:
      1. be solely responsible for managing its relationship with the Sub-Merchants, including the handling of all disputed Transactions, credits and any other cardholder customer service-related issues in relation to any Transactions which the Sub-Merchants process;
      2. not submit, and not permit a Sub-Merchant to submit, Transactions to Checkout.com which it knows or should reasonably suspect are outside any agreed merchant category codes or otherwise in breach of Applicable Law, the Underwriting Guidelines, the Declined Lines of Business Policy or the Payment Method Rules;
      3. not permit any Sub-Merchant to transfer or attempt to transfer any liability or responsibility that the Sub-Merchant might have for resolving any disputes, complaints or queries with cardholders related to the processing of any Transaction via the Integrated Platform Service;
      4. be liable to Checkout.com for each Transaction the Sub-Merchants process, including in respect of Refunds, Chargebacks and Assessments;
      5. not permit any Sub-Merchant to allow a third party to submit Transactions to Checkout.com without Checkout.com’s prior written consent;
      6. make the terms and conditions relating to the Company Services, including any policies and procedures, dispute resolution and any other information relevant to the delivery of the Company Services to Sub-Merchants, available in the languages of the countries in which the Company Services are being received by the Sub-Merchant;
      7. notify Checkout.com as soon as reasonably practicable in the event of any suspected or actual breach by any Sub-Merchant of Applicable Law or the Payment Method Rules and provide Checkout.com with any access, information and assistance as Checkout.com  requires to investigate or mitigate such breach; and
      8. notify Checkout.com as soon as reasonably practicable where a Sub-Merchant notifies the Company of: (i) any change (A) in its financial position, place of business, name, ownership, address or other contact details or (B) to the type of goods or services sold by the Sub-Merchant; or (b) any known or suspected fraud by a cardholder who processes a Transaction via a Sub-Merchant.
6. Complying with the Payment Method Rules and the Declined Lines of Business Policy
   1. The Company will comply, and ensure that the Sub-Merchants comply, with the Payment Method Rules and the Declined Lines of Business Policy. Where Checkout.com becomes aware of any breach by the Company or any Sub-Merchant of the Payment Method Rules, the Company will provide, and ensure that the Sub-Merchants provide, such assistance as Checkout.com may require in connection with its investigation and remediation of the breach.
   2. The Company will provide, and ensure that the Sub-Merchants provide, Checkout.com the information it requires to comply with the Payment Method Rules in connection with the Integrated Platform Service.
   3. In the event of any conflict between the Payment Method Rules and Applicable Law, the Applicable Laws will prevail.
   4. In addition to any indemnity provided by the Company in the General Terms (which shall also cover all Losses arising from the acts or omissions of the Company’s Sub-Merchants), the Company will indemnify Checkout.com for:
      1. any fines levied by any Payment Method or Regulatory Authority as a result of the Company’s or any Sub-Merchant’s acts or omissions or breach of the Payment Method Rules or Applicable Law;
      2. any Losses arising in connection any fraud, Chargebacks, Refunds, Assessments, or other Losses;
      3. any Losses arising in connection with the Company’s or a Sub-Merchant’s non-compliance with Applicable Law; and
      4. any Losses arising in connection with a Sub-Merchant’s breach of the Payment Processing Agreement or the Sub-Merchant Agreement, as applicable.
   5. The Company will keep, and ensure that the Sub-Merchants keep, a copy of all electronic records relating to each Transaction, including shipping details, delivery invoices and all contact the Company or the Sub-Merchant had with the Buyer. The Company will maintain, and ensure the Sub-Merchants maintain, such records for the longer of (a) two years from the date the Transaction is processed, or (b) the period required under Applicable Law or the Payment Method Rules.
7. Representations and Warranties
   1. In addition to any representations and warranties given by the Company in the General Terms, which shall be interpreted as also being given by the Company in respect of the Sub-Merchants under these Integrated Platform Service Terms, the Company represents and warrants to Checkout.com that, at all times during the term of this Agreement:
      1. the products and services of the Company and the Sub-Merchants are sold in a manner compliant with the Payment Method Rules and Applicable Law in their respective country of incorporation and in the countries where their respective customers are based;
      2. the Company and the Sub-Merchants are not: (i) experiencing excessive Chargebacks (according to the limits determined by the Payment Method); or (ii) subject to any Payment Method’ monitoring programme(s); and
      3. the Company and each Sub-Merchant has never: (i) committed fraud; or (ii) been terminated for breach or default by an acquirer.
8. Authentication of Transactions
   1. Where required by the Payment Method Rules or Applicable Law, the Company must ensure the Sub-Merchants obtain Authentication relating to the Payment Method being used by a Buyer for the Transaction. Failure to obtain Authentication may result in:
      1. the Transaction not being accepted; and
      2. the imposition of restrictions or penalties by a Regulatory Authority or the Payment Method.
   2. Checkout.com may make obtaining Authentication mandatory or add other restrictions if a Transaction is suspected to be fraudulent or if  required by Applicable Law, the Payment Method Rules or the Payment Methods.
   3. Where an Authentication is hard-declined, the Company will ensure the Sub-Merchants do not resubmit the Transaction for Authentication.
9. Recurring Transactions
   1. The Company will only allow the Sub-Merchants to process Recurring Transactions with Checkout.com’s approval.
   2. The Company must ensure that the Sub-Merchants comply with the Payment Method Rules and Applicable Law, including:
      1. obtaining express, informed consent from the Buyer;
      2. satisfying any advance notice requirements for the Recurring Transaction; and
      3. providing the Buyer with a cancellation procedure.
10. Sending Transaction information
    1. The Company will ensure that the Sub-Merchants submit Transactions to Checkout.com:
       1. only for the products and services agreed to by Checkout.com;
       2. only for products and services that are sold via the same website or application agreed to by Checkout.com;
       3. that do not significantly differ from the value and type of Transaction agreed to by Checkout.com;
       4. only for products and services which are to be delivered less than six months after the date of the Transaction;
       5. which the Company and the Sub-Merchant knows, or should know, are valid, authorised by the Buyer and are not fraudulent; and
       6. which will not cause material damage to the reputation of Checkout.com.
11. Chargebacks and Assessments
    1. The Company will be liable for any Chargebacks and Assessments relating to the Company or the Sub-Merchants. Each Chargeback and Assessment will be a debt immediately due and payable by the Company to Checkout.com. The Company will remain liable to Checkout.com for any Chargeback, Assessment and any other Losses that arise after the termination of this Agreement or the permanent cessation of the provision of the Integrated Platform Service.
    2. When a Chargeback or Assessment occurs, Checkout.com will be entitled to recover the full amount of the Chargeback, Assessment and any other Losses incurred in connection with that Chargeback, Assessment, or Loss immediately by:
       1. making a deduction from any Settlement;
       2. debiting the Reserve Account or any Additional Collateral;
       3. invoicing the Company for the relevant amount; or
       4. any other reasonable means.
    3. In case of a dispute, Checkout.com is not required to dispute the validity of any Chargeback or Assessment. The decision of the Payment Method will be final and binding. If Checkout.com does dispute the validity of any Chargeback or Assessment, the Company will be liable for any Losses that may arise in relation to such process.
12. Managing risk
    1. Checkout.com may, upon providing at least two months’ prior notice, impose additional measures to manage fraud and credit risk if Checkout.com reasonably thinks that these measures are needed to limit any exposure to unauthorised or fraudulent Transactions. Checkout.com reserves the right to provide shorter notice where Checkout.com deems it reasonably necessary to impose measures to manage fraud and credit risk.
    2. If required, Checkout.com may suspend all or part of the Integrated Platform Service whilst the Company or a Sub-Merchant puts such measures in place.
13. PCI DSS
    1. Both the Company and Checkout.com are required to comply with PCI DSS. The Company will ensure that the Sub-Merchants comply with PCI DSS. When requested, the Company will provide information to Checkout.com about its and the Sub-Merchants’ PCI DSS level or compliance to Checkout.com.
    2. Where a Regulatory Authority, Payment Method or Checkout.com, reasonably believes that the Company or a Sub-Merchant has suffered a cardholder security breach or compromise of any cardholder information, the Company will, and will ensure that the Sub-Merchants will, in each case, at the Company’s cost or the Sub-Merchant’s cost and in accordance with PCI DSS requirements, conduct a security audit of its systems and locations using an independent auditor , and share the audit report with Checkout.com, the Payment Method or Regulatory Authority .
14. Settlement
    1. Settlement will be made via bank transfer to the Company’s nominated bank account (which must be in its name), with the Company being responsible and liable for any charges charged by its bank in connection with the receipt of Settlement.
    2. Settlement will be made in accordance with any timings, limits or thresholds set out in the Pricing Schedule or at the end of any deferred settlement period. Settlement will only be made following receipt of settlement from the Payment Method. Checkout.com will deduct amounts which are payable to Checkout.com under this Agreement, including Refunds, Chargebacks, Assessments, the Shortfall and any Losses due to Company’s, a Sub-Merchant’s or the Company’s Group companies’ failure to comply with this Agreement or any agreement in place with Checkout.com.
    3. Any overpaid or incorrectly received Settlement, including any related to Transactions for which Checkout.com has not received settlement, will be, upon notice to the Company of such overpayment or error, at Checkout.com’s option:
       1. deducted by Checkout.com from any Settlement, Reserve Account or Additional Collateral; or
       2. refunded immediately to Checkout.com by the Company.
    4. Settlement may be withheld or deferred, if Checkout.com:
       1. reasonably suspects such monies may be related to fraudulent Transactions;
       2. reasonably suspects such monies relate to Transactions in breach of Applicable Law or the Payment Method Rules;
       3. reasonably determines such monies are likely to become subject to an Assessment, Chargeback or Refund;
       4. requires such monies to pay any Shortfall;
       5. requires such monies to pay any Losses;
       6. is notified that such monies are subject to investigation by a Regulatory Authority or Payment Method, until satisfactory completion of any investigation; or
       7. reasonably determines that the Company or any Sub-Merchant is insolvent or likely to become insolvent.
    5. No interest will be paid on any withheld or deferred Settlement.
    6. Where Settlement needs to be converted to a different currency or otherwise as may be necessary to process any Refund, Checkout.com will apply the market conversion rate and an exchange rate Fee, as stated in the Pricing Schedule. In the case of an error or mismatch in the exchange rate, adjustments may be applied without notice to the Company to correct such errors. Where requested, Checkout.com will make the exchange rate available to the Company.
15. Statements
    1. Statements will be made available to the Company on a monthly basis. Where the Company becomes aware of any issues with a statement, it must notify Checkout.com within 13 calendar months from the date of the relevant statement or it will  waive its right to challenge.
16. Refunds
    1. The Company must ensure that its Sub-Merchants disclose their returns and refunds policies in a manner compliant with Applicable Law and the Payment Method Rules.
    2. All Refunds must be made to the Payment Method used for the original Transaction (unless required by Applicable Law or the Payment Method Rules).
    3. The Pricing Schedule sets out the Fees payable for Refunds.
    4. Checkout.com may refuse to process Refunds or suspend the Company’s or any Sub-Merchant’s ability to process Refunds in connection with the Integrated Platform Service if:
       1. such Refund is not permitted by Applicable Law or does not comply with the Payment Method Rules;
       2. the Company is in breach of this Agreement;
       3. the Sub-Merchant is in breach of its Payment Processing Agreement or Sub-Merchant Agreement;
       4. the Company or the Sub-Merchant is subject to a fraud investigation or any excessive Chargeback programme or Checkout.com reasonably thinks that this may lead to excessive Chargebacks; or
       5. Checkout.com considers that allowing Refunds might otherwise result in Checkout.com suffering any Losses,
          and Checkout.com will notify the Company where permitted to do so by Applicable Law and the Payment Method Rules.
    5. If a Refund is made to the wrong person or goes missing as a result of incorrect information provided by the Company or any Sub-Merchant or if the Company or any Sub-Merchant accidentally processes any Refunds, the Company must notify Checkout.com within 60 days of the date such Refund was processed. Checkout.com will use reasonable endeavours to recover the funds, subject to the Company paying Checkout.com any reasonable costs incurred in doing so. Checkout.com will promptly reimburse the Company for any Refunds when Checkout.com has made a mistake or when it is required to do so by Applicable Law.
17. Reserve Account, set-off and other protections
    1. If Checkout.com deems it necessary to manage the risk of providing the Integrated Platform Service, it may set up a Reserve Account to hold funds up to a fixed amount or a percentage of the daily Transactions processed using the Integrated Platform Service. Checkout.com will deduct funds from Settlement to ensure that the Reserve Account has sufficient funds. The amount, rate, rolling period or retention period (all as separately notified to the Company in writing) may be changed from time to time based on Checkout.com’s risk assessment.
    2. If required, Checkout.com may request Additional Collateral to be kept separate from any other amounts held with Checkout.com. The required amount of Additional Collateral may be updated upon notice or a top-up payment may be required if the Additional Collateral is used by Checkout.com to pay any amounts owed under this Agreement.
    3. No interest will be paid on the Reserve Account or Additional Collateral and the Company may not assign or grant any security interest in the Reserve Account or Additional Collateral.
    4. Funds held in the Reserve Account or any Additional Collateral may be used to pay any amounts owed under this Agreement and such funds will be retained until such time as Checkout.com is satisfied that all of the Company’s and the Sub-Merchants’ liabilities have expired or been fulfilled.
    5. Where the Company is insolvent, the Reserve Account and Additional Collateral will only be made available for the purposes of the insolvency process after Checkout.com is satisfied that all the Company’s and the Sub-Merchants’ liabilities have expired or been fulfilled.
    6. If the Company cannot provide Additional Collateral following a request by Checkout.com to do so, Checkout.com may immediately cease providing the Integrated Platform Service or terminate this Agreement.
18. Cessation of Service
    1. In addition to any other rights and remedies, Checkout.com may cease providing the Integrated Platform Service, temporarily or permanently, immediately if:
       1. Checkout.com determines that the total value of Refunds, Chargebacks, reported fraud, the number of declined authorisation requests or customer complaints is excessive;
       2. the Company or a Sub Merchant is in any Chargeback monitoring programme maintained by the Payment Methods or where the Company or a Sub Merchant is listed on World-Check, Fircosoft (or the equivalent) or a Payment Method fraud and risk database;
       3. any Additional Collateral is withdrawn, removed, terminated, or unenforceable;
       4. there is a withdrawal or termination of any authorisation, licence, consent, registration, filing, agreement or waiver granted by any Regulatory Authority or a Payment Method that is required to operate the Company’s business;
       5. there is a material Assessment or multiple Assessments which are together material;
       6. the Company fails to seek Checkout.com’s prior written consent to any change of merchant category codes for the products or services for which Checkout.com processes Transactions.
    2. Any Sub-Merchant Agreement or Payment Processing Agreement will automatically terminate upon the permanent cessation of the Integrated Platform Service or the termination of this Agreement.
    3. Where Checkout.com permanently ceases the provision of the Integrated Platform Service or terminates this Agreement, Checkout.com may, where required by the Payment Method Rules, add the Company and a Sub-Merchant to the Mastercard MATCH (Mastercard Alert To Control High-risk Merchants) database, the Visa Merchant Screening Service, or other equivalent database or service.
19. Definitions
    1. Capitalised terms used but not defined in these Integrated Platform Service will have the meaning given to them in the General Terms.

I. Intelligent Acceptance Service

These Intelligent Acceptance Service Terms supplement the General Terms.

1. Intelligent Acceptance Service
   1. The Company must only use the Intelligent Acceptance Service in accordance with the instructions of Checkout.com. Checkout.com may change the settings of the Intelligent Acceptance Service to manage Transactions as it deems fit, based on the Company’s given preferred criteria for optimisation.
   2. Use of the Intelligent Acceptance Service may dictate strategies that make use of other Services. To use the Intelligent Acceptance Service, Checkout.com may automatically opt the Company into other chargeable Services, and should it do so, the relevant Service Terms will apply and the Company’s usage of such Services will constitute acceptance of the relevant Service Terms. Depending on the Company’s preferences, certain Transaction flow strategies may result in additional Fees.
   3. The Company must send Checkout.com the information it requires in relation to the Intelligent Acceptance Service and cooperate with Checkout.com in the analysis of the information and the implementation of the analysis. The Company must ensure that any information provided is complete and accurate.
   4. The Intelligent Acceptance Service does not guarantee any outcomes.
   5. To the maximum extent permitted by Applicable Law, Checkout.com is not liable for any increase in Payment Method fees or loss of success rate as a result of the Intelligent Acceptance Service.
2. Definitions
   1. Capitalised terms used but not defined in these Intelligent Acceptance Service Terms will have the meaning given to them in the General Terms.

J. Network Token Service

These Network Token Service Terms supplement the General Terms.

1. Network Token Service‍
   1. In using the Network Token Service, the Company represents and warrants at all times that:
      1. it has all necessary approvals to transfer data to Checkout.com or its third party acquirer; and
      2. its use of the Network Token Service will not cause it to be in breach of any of its existing contracts.
   2. Checkout.com is not responsible for the accuracy of the data received from the Company or any third party acquirer, nor can Checkout.com guarantee that any Transactions processed using the Network Token Service will be authorised.
   3. The Company must only use the Network Token Service in accordance with the instructions of Checkout.com.
2. Definitions
   1. Capitalised terms used but not defined in these Network Token Service Terms will have the meaning given to them in the General Terms.

K. Payment Gateway Service

These Payment Gateway Service Terms supplement the General Terms.

1. Payment Gateway Service‍
   1. The Company must only use the Payment Gateway Service for the purposes agreed with Checkout.com, and not allow any other third party to access or use the Payment Gateway Service without Checkout.com’s authorisation.
2. Submission of Transaction information
   1. The Company must send Checkout.com the information that it requires to provide the Payment Gateway Service in relation to each Transaction.
   2. Where the Payment Gateway Service is used by the Company for any Transaction not acquired by Checkout.com, the Company confirms that it:
      1. has a direct relationship with any third party acquirer or the APM that it sends payment information to via the Payment Gateway Service; and
      2. will comply with any Payment Method Rules that apply to the relevant Transaction.
3. Definitions
   1. Capitalised terms used but not defined in these Payment Gateway Service Terms will have the meaning given to them in the General Terms.

L. Third Party Payment Services

These Third Party Payment Service Terms supplement the General Terms.

1. Third Party Payment Services
   1. Checkout.com will make an Outward Payment on the date or within such time period as notified by Checkout.com to the Company where:
      1. the Company authorises a payment instruction which contains all the details Checkout.com needs to make the payment;
      2. Checkout.com is holding enough funds which are otherwise due to be paid to the Company to make the Outward Payment and those funds are not subject to any deferred settlement period; and
      3. the amount of the Outward Payment is within any limit communicated by Checkout.com to the Company.
   2. For Outward Payments to bank accounts, Checkout.com will agree with the Company the destination currency in accordance with Checkout.com’s list of available currencies (a copy of which may be requested from Checkout.com). For Outward Payments to card accounts, available currencies are determined by the Payment Method Rules.
   3. The Company will be responsible for ensuring that any Outward Payment complies with Applicable Law and the Payment Method Rules.  
2. Stopping or refusing an Outward Payment‍
   1. Checkout.com may refuse to make an Outward Payment if:
      1. any of the conditions at section 1.1 of these Third Party Payment Service Terms are not satisfied;
      2. Checkout.com thinks that it is fraudulent or related to any illegal activity;
      3. Checkout.com thinks that making the Outward Payment may cause it to breach Applicable Law or the Payment Method Rules; or
      4. the Company has not pre-funded its account or Checkout.com does not hold a sufficient amount for the Company in order to make the Outward Payment.
         To the extent that Checkout.com is permitted to do so under Applicable Law and the Payment Method Rules, it will inform the Company of the reasons for its refusal to make the Outward Payment.
3. Funds for Outward Payments
   1. In order for Checkout.com to make Outward Payments, the Company must deposit with and maintain an amount specified by Checkout.com to enable Checkout.com to make any Outward Payments.
   2. Where the funds are subject to a deferred settlement period, Checkout.com will make the Outward Payment at the end of that period unless the Company makes a payment to Checkout.com to allow the Outward Payment to be made earlier.
   3. The Company acknowledges and agrees that Checkout.com may deduct Outward Payments from such amount or from any other funds the Company makes available to Checkout.com, including Settlement.
4. Company responsibilities
   1. The Company is solely responsible for performing sanctions screening, continued monitoring and other due diligence checks (such as anti-money laundering and anti-terrorist financing) of the recipient of each Outward Payment as required by Applicable Law. The Company is required to keep complete and accurate records of its due diligence findings in respect of each recipient in accordance with Applicable Law.
5. Definitions
   1. Capitalised terms used but not defined in these Third Party Payment Service Terms will have the meaning given to them in the General Terms.

M. Vault Services

These Vault Service Terms supplement the General Terms.

1. Complying with Applicable Laws‍
   1. The Company is fully responsible for ensuring the accuracy of the Vault Data it stores with Checkout.com and that such Vault Data is compliant with Applicable Law.
   2. In the event that any Regulatory Authority requests access to the Company’s Vault Data, Checkout.com may provide such access without prior notice to the Company.
   3. The Company must indemnify Checkout.com for any Losses incurred if the Vault Data stored by the Company with Checkout.com is found to be stolen or misused in any manner.
2. Deletion of Vault Data
   1. The Company is the data controller, and Checkout.com acts as the data processor, for the Vault Data submitted by the Company for storage in the Checkout.com vault.
   2. Checkout.com will delete any and all Vault Data stored with Checkout.com upon the Company’s request and promptly following termination of this Agreement or the permanent cessation of the provision of the Vault Services.
3. Forward API
   1. Subject to section 3.4, the Company may use forward API functionality to securely transmit tokenized Vault Data to third parties.
   2. When using forward API functionality, it is the Company’s responsibility to ensure that the designated endpoint of any Vault Data that it instructs Checkout.com to transfer complies with Applicable Law, including any PCI DSS requirements.
   3. To the maximum extent permitted by Applicable Law, Checkout.com shall not be liable for any Losses arising out of any transfer of Vault Data requested by the Company.
   4. Checkout.com reserves the right to refuse any transfer of Vault Data where it reasonably believes that the transfer or designated endpoint is not compliant with Applicable Law or Checkout.com internal policies, systems or controls.
4. Definitions
   1. Capitalised terms used but not defined in these Vault Service Terms will have the meaning given to them in the General Terms.

N. Verifi by Visa Rapid Dispute Resolution Service

These Verifi by Visa Rapid Dispute Resolution Service Terms supplement the General Terms.

1. Verifi by Visa Rapid Dispute Resolution Service
   1. The RDR Service is provided by Checkout Ltd (being a company registered in England and Wales with company number 08037323, with its registered office  at Wenlock Works, Shepherdess Walk, London, England, N1 7BQ) in its capacity as an authorised reseller of the RDR Service. References to “Checkout.com” in these Verifi by Visa Rapid Dispute Resolution Service Terms shall be deemed as references to Checkout Ltd.
   2. By using the RDR Service, the Company agrees that such use constitutes its acceptance of a separate legal agreement between Checkout.com and the Company as governed by these Verifi by Visa Rapid Dispute Resolution Service Terms and supplemented by the General Terms. Any changes agreed between the Company and a Checkout.com Group company shall equally apply to the terms upon which the RDR Service is provided and shall be deemed accepted by Checkout.com, and the RDR Service shall automatically terminate upon the termination of the agreement between the Company and the Checkout.com Group company that provides the Services to the Company.
   3. To the maximum extent permitted by Applicable Law, Checkout.com is not liable for the functionality or performance of the RDR Service. The RDR Service is provided ‘as is’ and Checkout.com does not make any other representations or warranties in respect of the RDR Service.
   4. By using the RDR Service, the Company agrees to comply with the terms and conditions imposed by Verifi, Inc. (“Verifi”) which are available to the Company at https://www.checkout.com/legal/rdr-terms.
   5. Checkout.com or Verifi may perform routine maintenance of systems which may impact the availability of the RDR Service, and Verifi may change its product offerings, including the RDR Service. Checkout.com will, where possible, use reasonable efforts to notify the Company of any anticipated interruptions or changes to the RDR Service, but Checkout.com will not be liable for such interruptions or changes.
   6. All intellectual property which is provided to or created for Checkout.com or the Company by Verifi in connection with the RDR Service is the sole and exclusive property of Verifi. The Company must not create, or attempt to create, any work based on Verifi’s intellectual property, or otherwise alter Verifi’s intellectual property.
2. Definitions
   1. Capitalised terms used but not defined in these Verifi by Visa Rapid Dispute Resolution Service Terms will have the meaning given to them in the General Terms.