1. INTRODUCTION AND SCOPE OF SERVICES
1.1 By signing below or electronically checking the acceptance tick box, the Merchant confirms its unequivocal acceptance of these terms and conditions, and that this document therefore constitutes an agreement entered into by the Merchant and Zapper.
1.2 Zapper procures and provides payment services to its clients. Zapper also offers the business services set out on https://www.zapper.com/merchant to its Clients, and such services form part of this agreement if they have been checked by the Merchant per written indication on Schedule 1.
1.3 Payment services are services enabling Zapper Users (customers of the Merchant, hereinafter referred to as ‘Users’), by using the Zapper smartphone application, to scan QR Codes placed on emails, invoices, other media or electronic displays of the Merchant or published on behalf of the Merchant, so as to make payments to the Merchant for goods or services sold by the Merchant in South Africa (‘Transactions’).
1.4 The payment services are provided to assist the Merchant in processing debit card, credit card transactions and other recognized payment methods to facilitate payments from Zapper to the Merchant’s nominated bank account, less the transaction rates due to Zapper. Any dispute whatsoever relating to the Merchant’s goods or services remains between the Merchant and the User.
1.5 Zapper will appoint a payment services provider for purposes of the payment services, including the collection of money on behalf of the Merchant under Zapper transactions (Daily Merchant Collections).
1.6 Use of the smartphone application by a Zapper User will transmit the payment details and initiate a request for payment authorisation. Zapper will submit the request to the User’s bank, and both the User and the Merchant will be notified, via the Zapper platform, of whether the transaction has been approved or declined.
1.7 Business services are set out on https://www.zapper.com/merchant and include additional functionality and services related to the payment services, such as transaction and data history, support, digital loyalty and direct marketing opportunities. The Merchant may enjoy certain free services, as indicated on the website above, whether or not business services are selected by the Merchant.
1.8 Once this agreement is duly signed, Zapper will provide the payment services and the business services, if selected, to the Merchant in accordance with this document and the contract terms set out on https://www.zapper.com/merchant1
1 Please read the full contract terms on the website before signing this document. In the event of an inconsistency between a provision of the full contract terms on the website and a provision of this document, the provision of the former will prevail to the extent of the inconsistency.
2.1 The transaction rates and business services fees, where applicable, shall be charged by Zapper in accordance with the rates and pricing guide published by it on https://www.zapper.com/merchant from time to time, and shall depend on the value of the Merchant’s monthly Zapper sales.
2.2 The above transaction rates and business services fees exclude VAT. VAT will be added, as applicable, to all fees due and payable by the Merchant in terms of this agreement.
2.3 In respect of those Merchants that have elected to receive the business services:
2.3.1 an adjustment in terms of the pricing guide will be applied by Zapper at the end of any month in which Zapper sales exceed those applicable to the Merchant’s then current line in terms of such guide, and the adjustment will be applicable immediately;
2.3.2 Zapper will only apply an adjustment based on decreasing sales in the event that the Merchant’s average Zapper sales over a rolling 3-month period are less than its then current line in terms of the pricing guide, and in such circumstances the Merchant will be migrated to the correct line on the 1st day of the 4th month.
2.4 Zapper reserves the right to amend the transaction rate, business services and business services fees at any time, on one month’s written notice to the Merchant. The Merchant may terminate this agreement within such one-month period if it does not accept the changes.
2.5 Fees for business services will be paid monthly in advance via debit order, on the payment date selected by the Merchant on the accompanying debit order form, which date may not be later than the 7th day of the month.
2.6 Zapper may agree to allow the Merchant a free trial period in respect of certain of the business services, as selected by Zapper, but any such free period shall never apply in respect of transaction rates.
3. PAYMENT SERVICES
3.1 The payment services provider will daily collect the Daily Merchant Collections, and pay the Daily Merchant Collections, less processing fees at the applicable rate, into the Merchant's nominated bank account. Settlement terms are detailed in Schedule 2, but receipt into the Merchant’s account will still be subject to inter-bank agreements and other delays outside the control of Zapper and/or the payment services provider.
3.2 The risk of fraud of any nature rests with the Merchant, and Zapper will deduct amounts "charged back" by the bank from monies owing to the Merchant. If the Merchant is not owed money by Zapper, then the Merchant will make a payment to Zapper within thirty (30) days to cover the cost of the fraudulent transaction(s). Zapper shall be entitled to terminate this Agreement immediately in the event of a fraudulent transaction occurring.
3.3 Receipt into its account constitutes the Merchant’s warranty that it has complied in full with its obligations to the Zapper User regarding the supply of goods and services, and with the terms of this agreement.
3.4 Zapper shall at any time during the operation of this agreement be entitled to require that transactions are subject to security protocols and/or payment authentication mechanisms (as selected/directed by Zapper).
3.5 Payment Services may not be utilised for the purchase and sale of undesirable products as determined by Zapper. If the Merchant offers such products for sale, Zapper shall be entitled to terminate this Agreement to terminate this Agreement on 24 hours’ notice.
4. MERCHANT UNDERTAKINGS AND WARRANTIES
4.1 The Merchant shall ensure that it receives approval of a transaction before releasing goods to a User and shall provide a written request for any refund due to a User.
4.2 The Merchant irrevocably authorises and instructs the payment services provider daily to pay the transaction rates directly to Zapper from the Daily Merchant Collections.
4.3 The Merchant warrants to the payment services provider2 that:
4.3.2 it (the Merchant) is not a payment services provider;
4.3.3 it has never been party to a contract with Visa or Mastercard that has been terminated at the instance of Visa or Mastercard, or by direction of any regulatory authority or court of law;
4.3.4 on written notice from the payment services provider, it will provide transaction information to the payment services provider;
4.3.5 it will not request that the payment services provider pay out any monies collected on the Merchant's behalf to a bank account outside South Africa, which the payment services provider will not do;
4.3.6 it will not attempt to limit its liability by asking or requiring that Zapper Users waive their dispute rights;
4.3.7 it will notify the payment services provider in writing if its Visa and/or Mastercard turnover pursuant to this agreement with Zapper exceeds the equivalent of USD 50 000 per annum; and
4.3.8 if its turnover pursuant to this agreement with Zapper exceeds USD 100 000 per annum, it will take all reasonable steps to establish a direct relationship with its own bank.
4.4 The Merchant undertakes to cooperate (including but not limited to the provision of information and documentary evidence or records) with Zapper and/or the payment services provider in any investigation into fraudulent transactions related to the Merchant or its offering.
2 Note that Zapper accepts these warranties on behalf of the Payment Services Provider; and a breach by the Merchant of any such warranty will automatically also be a breach by the Merchant of this agreement.
5.1 Either party shall be entitled to cancel this agreement on written notice to the other party of not less than one month.
5.2 Zapper shall be entitled to cancel this agreement on written notice to the Merchant if –
5.2.1 the payment services provider has informed Zapper that it is no longer willing to provide payment services to the Merchant; or
5.2.2 the Merchant refused to apply the security protocols and/or payment authentication mechanism required by Zapper; or
5.2.3 in the reasonable opinion of Zapper, the Merchant's conduct or treatment of Users or the Merchant's relationship with Zapper is having a material adverse effect on the reputation of Zapper; or
5.2.4 the Merchant is offering undesirable goods or services for supply; or
5.2.5 a fraudulent transaction occurs in connection with goods or services supplied and sold by the Merchant.
5.3 The Merchant shall be obliged to honour any and all unexpired vouchers issued during a voucher and/or loyalty campaign, notwithstanding that the campaign or the business services may have been terminated.
5.4 If the payment services provider receives notice from the Merchant's bank that the Merchant is no longer accepted by such bank, the payment services provider will have the right to identify and stop the acceptance from the Merchant, and in such circumstances, Zapper will be entitled to terminate this agreement on written notice.
5.5 If the Merchant's turnover exceeds an amount equivalent to USD 100 000 per annum, the payment services provider and/or Zapper shall be entitled to:
5.5.1 notify the Merchant that it is required to take all reasonable steps to establish a direct relationship with the Merchant's bank; and
5.5.2 terminate this agreement on written notice to the Merchant.
6.1 Note that all equipment, hardware, and systems for purposes of the payment services (Hardware) will remain the property of Zapper and must be returned to Zapper provided that the Hardware has not been purchased by the Merchant.
6.2 The Merchant must compensate Zapper for damage to or loss of any Hardware.
6.3 Zapper reserves the right to charge for any costs incurred in addressing issues resulting from misuse, misconfiguration or tampering of the Zapper setup by the Merchant or any third-party.
If the Merchant has elected to receive the business services as indicated below, Zapper shall, subject to payment by the Merchant of the Business Services Fees in accordance with the Service Agreement, provide the services as found at https://www.zapper.com/merchant.
|WEEKLY SETTLEMENTS||DAILY SETTLEMENTS|
|Transaction days||Settlement Day||Transaction days||Settlement Day|
|Monday – Sunday||Monday||Friday, Saturday and Sunday individually||Monday|
GLOSSARY OF TERMS:
- Weekly Settlements – Settlement day Monday (transacting days Monday to Sunday), or the next working day should a settlement day fall on a Public Holiday;
- Daily Settlements - a settlement per transacted day settled on the next working day after the transaction(s) occurred. i.e. On a Monday there will be separate settlements done for Friday, Saturday and Sunday, or the next working day should a settlement day fall on a Public Holiday;
- Merchant Dashboard – an online portal provided to Zapper merchants that allows them to communicate with and reward customers, as well as monitor transactions, business patterns and performance in real time. Merchants can also download financial collateral in line with the selected additional services;
- Digital Loyalty - shall mean loyalty campaigns subject to Zapper’s Fair Usage Policy. There will be no voucher redemption fees payable under the loyalty campaigns;
- Digital Voucher - shall mean voucher campaigns subject to Zapper’s Fair Usage. There will be no voucher redemption fees payable under the voucher campaigns;
- Direct Marketing – shall mean message campaigns subject to Zapper’s Fair Usage Policy;
- Transaction Data History (Merchant Dashboard)- a feature that allows the merchant to view customer transactions within the allowed date range provided by the selected additional services;
- Exportable Transaction Data History (Merchant Dashboard) – A feature available to merchants on the Business Services Plan that allows the merchant the ability to export customer transactions within the date range selected.