The following definitions shall be applicable in the Agreement:
3-D Secure – means the “Three Domain Secure” protocol developed by Visa International Inc. (Visa) branded as “Verified by Visa”, the “MastercardSecure Code” developed by MasterCard International Inc. (Mastercard) including successive versions thereof and any amendments thereto and any other similar protocols developed by aforementioned and other Card Schemes.
Acquiring Currency – means a currency which is available for the Merchant for the sake of effecting Payments.
Acquiring Institution – means a financial institution that is authorised by a Card Scheme to enable the use of a Cards by accepting Payments from merchants on behalf of the Card Scheme, routing these to the Card Scheme or Issuing Institution and collecting and settling the resulting funds to the Merchant; in case that the Acquiring Institution differs from FMPay, the details of it will be indicated in the Parameter Schedule.
Acquiring Service – means a payment service enabling the execution of transactions initiated by, or via, the Merchant, by means of the Cards, which involves, among else, operating authorisation process, transmitting payment orders to the Intermediary Institutions, and is designed to provide the Merchant with funds due to the Merchant.
Acquired Funds – means the funds that were collected from Cardholders utilising Acquiring Services.
API Integration – means application programming interface consisting of direct secured internet connection between the Merchant’s Website and the FMPay environment via which Payment details are transmitted.
Authorised User – means an individual authorised by the Merchant and accepted by FMPay to have access to the Merchant Account.
Business Day – means a day on which banks are open for general business in London but excludes Saturday, Sunday and any other day which is a legal holiday in London.
Card – means any and all cards provided by the Issuing Institution.
Card Scheme – means a card brand such as Mastercard, Visa, UnionPay or any other as approved by FMPay from time to time and indicated in the Parameter Schedule.
Cardholder – means a person to whom the Card is issued by the Issuing Institution.
Chargeback – means a Payment made with a Card which is being disputed by the Cardholder where the relevant claim is submitted to the Issuing Institution, resulting in charging the Merchant with the value of the disputed Payment or its part.
Collateral – means a guarantee, indemnity or other security (including Rolling Reserves and Fixed Reserves as the case may be) in such form and over such assets as FMPay may reasonably require, to secure to the reasonable satisfaction the performance of obligations (including contingent or potential obligations).
Confidential Information – means information received in connection with, or which a Party has learned in consequence of, the Agreement or its terms and conditions or relating to the commercial secret of the Parties, including know-how, value of services, information about customers, or employees, Card data, Payment data and information on the Cardholders. Confidential Information under the Agreement shall not include (i) information that becomes publicly available on the date of signing the Agreement or after signing it; (ii) information that is publicly available through no fault of a Party; (iii) information that was legally received by a Party before entering into the Agreement.
Chargeback/Payment Ratio – means a Chargeback to the successfully acquired Payment ratio which is indicated in the Parameter Schedule.
Data Protection Legislation – means any laws and regulations in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including EU Regulation 2016/679 (“GDPR”) and the Data Protection Act 2018 (“DPA”) and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and any laws or regulations ratifying, implementing, adopting, supplementing or replacing the forgoing; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
Data Controller – means the entity which alone or jointly with others determines the purposes and the means of the processing of Personal Data.
Data Processor – means the entity which processes Personal Data on behalf of a Data Controller.
Data Subject – refers to any individual person who can be identified, directly or indirectly, via an identifier including but not limited to a name, an ID number, location data, or via factors specific to the person’s physical, physiological, genetic, mental, economic, cultural or social identity.
Database – means Mastercard Alert to Control High-risk Merchants (MATCH) and/or Visa Merchant Alert Services (VMAS) as the case may be.
E-invoicing Page – means the payment interface where the Cardholder is redirected by the means of a link to a payment site hosted by FMPay on which Payment details are entered by the Cardholder.
Fees – means any fees, tariffs and charges that are due to FMPay from the Merchant under the Agreement or otherwise as stemming from the provision of Services.
FMPay Dashboard – means an information management account where the Client can perform different operations relating to Acquiring Services.
FMPay Website – means website owned and operated by FMPay which is available by the means of the following link https://fmpay.me/
Fixed Reserve – a pre-defined amount of funds which are excluded from the Payout for a fixed period of time in order to secure any possible claims of Acquiring Institution against the Merchant.
Fraud Risk Controls – means a set of filters and rules aimed at the identification of unwarranted Payments submitted to the Payment Gateway.
Intermediary Institution – means an institution which participates in the process of transferring Acquired Funds in favour of the Merchant in order to execute a Payment, including Acquiring Institutions and Issuing Institutions.
Internal FMPay Program – means a program developed by FMPay which aims to reduce the number of Chargebacks of the Merchant.
Issuing Institution – means a member of any Card Scheme that is authorised to issue Cards for the Cardholders.
Hosted Payments Page – means the payment interface where the Cardholder is redirected from the Merchant’s Website to a payment site hosted by FMPay, on which Payment details are entered by the Cardholder.
Merchant Category Code (MCC) – means the four-digit number assigned by Card Schemes, which is used to classify the business by the type of product and services.
Merchant – means a natural or legal person whose name was indicated in the Merchant’s Application, who has entered into the agreement with FMPay for the purpose of using Acquiring Services and who has executed the Parameter Schedule.
Merchant Account – means a dedicated information management account available on FMPay Website where the Merchant can perform different operations relating to Services.
Merchant’s Application – means an application developed by FMPay and submitted by the Merchant to FMPay, whether in electronic or in other tangible form, detailing information regarding: (i) company’s information, (ii) company’s owners, (iii) director(s) and representative(s), (iv) business information, and (v) processing estimates.
Merchant Credentials – means credentials used to authenticate the Authorised User when logging into the Merchant Account, including but not limited to login, password, and certificate.
Merchant’s Website – means a website(s) indicated in the Parameter Schedule.
Micro-enterprise – means an autonomous enterprise whose annual turnover and /or balance sheet total does not exceed €2 million and employs fewer than 10 (ten) people.
Other Charges – means any assessment, fines, fees, charges or expenses of any nature which Card Schemes or Intermediary Institutions levy on FMPay at any time directly or indirectly in relation to any aspect of FMPay’s relationship with the Merchant.
Parameter Schedule – means Schedule attached to the Agreement setting out information about the entity accepted as the Merchant, Fees for Services provided hereunder, together with other additional specifications relating to the Agreement.
Payment – means a payment transaction initiated by the Cardholder via the Payment Gateway in consideration for goods or services purchased from the Merchant at the Merchant’s Website. The term “Payment” also includes credits, errors, returns and adjustments.
Payment Gateway – means a software technology that allows transferring data related to Payments to Intermediary Institutions and Card Schemes.
Payout – means a transaction transferring Acquired Funds to the Settlement Account.
Payout Currency – means a currency in which Payouts will be carried out.
PCI SSC Standards – means Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the “PCI SSC”) at https://www.pcisecuritystandards.org.
Personal Data – has the meaning given to it in the Data Protection Legislation, as amended from time to time, and is any information relating to the Data Subject.
Privacy Notice – means a document detailing the manner in which FMPay protects personal data as is available by means of the following link: https://fmpay.me/resources/privacy-policy
Processing Statement – means a document detailing acquired Payments, Fees, Chargebacks, Refunds, Reversals, and amounts retained on the Reserve Account for a particular period.
PSRs 2017 – means the Payment Services Regulations 2017.
Recurring Payment – means a repetitive period Payment for which the Merchant charges the Cardholder.
Refund – means repayment of funds to the Cardholder initiated by the Merchant and effected by FMPay.
Reversal – means a reversal of the funds originally transferred as Payment, initiated by the Cardholder or the Intermediary Institution, particularly as a result of (i) absence of the Cardholder’s consent to make a Payment, (ii) withdrawal of previous consent, or (iii) inconsistency in the Cardholder’s data that was provided when effecting a Payment.
Reserve Account – means a separate account with the Acquiring Institution where the Rolling Reserve or Fixed Reserve (as the case may be) is retained.
Reserve Amount – means the amount of funds that are retained on the Reserve Account.
Rolling Reserve – means a pre-defined percentage of Acquired Funds which are excluded from the Payout for a fixed period of time in order to secure any possible claims of Acquiring Institution against the Merchant.
Trading Limit – means the maximum aggregate value of single or multiple Payments that the Merchant may complete as indicated in the Parameter Schedule.
Service – means all services rendered by FMPay to the Merchant under the Agreement.
Settlement Account – means a payment account in the name of the Merchant with a duly authorised financial institution which is indicated in the Parameter Schedule.