Rapyd Merchant Agreement - Definitions

Capitalised terms that appear in the various documents that together comprise the  Agreement have specific defined meanings. This document sets out the definitions for those capitalised terms and forms a part of the Agreement. 

Unless the context requires a different meaning, each capitalised term used in the Agreement will have the meanings given to them below:

 

CAPITALISED TERM MEANING
3-D Secure A method of verifying that the Customer is the person making an online Card Payment. Your account with Rapyd, which can be accessed via the Portal and through which Transactions are facilitated including your Rapyd Wallet.
Account Your account with Rapyd, which can be accessed via the Portal and through which Transactions are facilitated including your Rapyd Wallet.
Account Verification A method, using a currency unit of zero, to confirm that a Card Payment can be completed on a later date, e.g., in connection with  MITs.
Agreement The Rapyd Merchant Agreement between you and us comprising all the documents described on the front page of the General Terms.
AML/CTF Anti-money laundering and counter-terrorism financing.
Applicable Laws Any and all relevant laws, regulations, government mandated decisions, terms and guidance as well as any decision made by relevant and competent government entities, including courts and financial services regulators, in all relevant jurisdictions, including legislation on AML/CTF, sanctions, bribery, misconduct, data protection laws, consumer protection and behaviour of financial institutions, false advertising and trademarks, copyright and any other laws, regulations and rules which may apply in connection with the Services – all to the extent applicable to you and us.
App Payments Card Payments that are performed over the internet using Card Data registered in your mobile Payment Device, e.g., smartphone, tablet etc.
 Authentication A method of Card Payment verification using a password, personal secret code etc.
 Authorisation  Confirmation from the Card Issuer that a Payment Card has not been reported as stolen and the account associated with the Payment Card contains sufficient funds to allow a particular Transaction to proceed (and “Authorised” shall be construed accordingly).
Authorisation Code The number generated during an Authorisation.
Authorised User Any employee(s), contractor, or other person, whether legal or natural, who is authorised by you to and/or does in fact access the Portal with your credentials and use your Services.
Beneficiary A third-party recipient of a Payout.
Business Day Any weekday on which banks are generally open in your relevant country or region. Unless specified as Business Days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.
Card Base Currency The base currency you designate for your Rapyd Card as available to you in your Portal.
Card Data The data used to identify a Payment Card, e.g., the card number, expiry date, the Payment Card’s Security code etc.
Cardholder The individual, to whom we issue a Rapyd Card on your behalf, who must be your employee, contractor or any third party entitled to use a Rapyd Card.
Cardholder Activated Terminal A Payment Device operated by the Customer regardless of whether a PIN is used, e.g., for payment of bridge tolls, tickets and parking.
Cardholder Data A Cardholder’s full primary bank account number or the PAN, the Cardholder name, expiration date or Security  Code.
Card Issuer A financial institution that is a member of one or more Card Schemes and issues Cards pursuant to the Card Scheme Rules.
Card Limit The agreed monthly card limit, set by you or your Authorised User for each Rapyd Card.
Card Not Present Transaction Card Payments that are performed via a payment solution in which the Payment Card’s magnetic stripe, chip or Contactless Payment technology is not read, e.g., E-Commerce digital wallet payments, App Payments, Link Payments and MOTO.
Card Payment The transaction between you and your Customer resulting in the transfer of the agreed amount to you by using a Payment Card.
 Card Payout A Transaction involving you transferring funds from your Rapyd Wallet to a Beneficiary’s card or account using Mastercard Send or Visa Direct. This forms part of Rapyd Disburse.
Card Present Transactions Card Payments that are made via a Payment Device that reads the Payment Card’s chip, magnetic stripe, or contactless payment technology.
Card Scheme Visa, Mastercard and, as applicable, any other international card scheme network, as offered by Rapyd.
Card Scheme Rules All rules, guidelines or by-laws set by a Card Scheme, as amended  or updated from time to time.
Chargeback Any debit from us following a demand by a Card Scheme in respect of a Card Payment that is disputed in accordance with the Card Scheme Rules.
Chargeback Fee The fee charged to you by us in respect of a Chargeback comprising an amount to cover our costs and those of the relevant Card Scheme.
Collateral Any measure taken to secure any current or future indebtedness of you to us that may arise out of or relate to your obligations under this Agreement and/or other claims, moneys, liabilities, or obligations (current or future) owing, incurred, or payable, by you to us, including but not limited to Chargebacks, any discount rate we may offer, fees, and Card Scheme’s fines and penalties.
Collateral Arrangement The Collateral method agreed between you and us under the terms of this Agreement.
Collect Services Any of our Services that fall under the Rapyd Collect umbrella of services.
Confidential Information All confidential information (however recorded or preserved) which relates to you or us, including Authorised Users and/or Representatives including information which:

  1. would reasonably be regarded as confidential, relating to: (a) the business, assets, affairs, Customers, clients and suppliers of you or us (or of any member of the affiliated companies to which you or we belong); and (b) the operations, processes, product information, know-how, designs, trade secrets or software of you or us (or of any member of the affiliated companies to which you or we belong);
  2. is developed by you or us in the course of carrying out your or our obligations under this Agreement; and/or is specified as confidential.
Contactless Payments Card Payments where the radio transmitter inside the Payment Card’s chip or in a smartphone communicates with a contactless Payment Card reader in the Payment Device. A Contactless Payment can be made with a Payment Card, smartphone, micro ID chip installed in a watch, bracelet etc.
Copy/Retrieval Request A request from the Card Issuer for information about a Card Payment, e.g., a Receipt or proof of a Customer’s participation in a Card Payment. Such requests can be made up to thirteen (13) months after the Transaction Date.
Credit Limit The maximum amount of credit (including interest, costs, Fees, and other amounts payable) that we have authorised you to borrow in relation to your Rapyd Card.
Customer Any person to whom you provide Merchant Products and in respect of which you execute Transactions.
Customer Data Any data you or your Authorised Users submit or otherwise share with us during the Term, including data which relates to your Customers and Beneficiaries.
Data Protection Laws All applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, as are applicable to the processing of personal data under this Agreement including the GDPR, and/or  the UK GDPR, as applicable to the processing of personal data under this Agreement.
Delayed Charging Charging the Customer for amounts that are not known at the time of the Transaction Date, e.g., parking fines.
Dynamic Currency Conversion (DCC) Conversion of the amount the Customer pays from your local currency to the Payment Card’s local currency.
E-Commerce Transactions Card Payments performed using an online or mobile payment solution.
 Effective Date The date you first activate your Account or as you otherwise agree with us in the relevant MA Form.
Electronic Receipt A Receipt sent to the Customer via email or SMS.
E-Money Electronically stored monetary value.
EMV A global standard for Contactless Payments using credit and debit cards based on chip card technology. For more information, please see www.emvco.com
Feedback Ideas, suggestions, comments, observations, and other input you provide to us regarding the Services and the Rapyd Technology.
Fees Any fees, charges, or costs payable by you to us for the Services as detailed in the Portal or as agreed elsewhere in writing (such as in the relevant MA Form).
Foreign Exchange Rate The exchange rate determined by us, at any given time, for any currency conversion services we may provide to you. We will base the exchange rate on prevailing market rates and may include an adjustment to cover our associated costs and risks. The exchange rate may differ depending on the Services and/or the rates used by our Network Partners. We will notify you of the current Foreign Exchange Rate at the time of the Transaction or make it available to you by other means. We may change the Foreign Exchange Rate at any time.
GDPR The General Data Protection Regulation, or the equivalent UK GDPR (depending on the context).
Instalment Payment The process by which a Customer pays an amount due in small portions over a fixed and defined period of time.
Intellectual Property Rights All copyright, trademarks, domain names, design rights, database rights, patents, and all other intellectual property rights of any kind, whether registered or unregistered anywhere in the world. Our intellectual property includes all domain names including “Rapyd.net,”, all logos related to the Services and the Rapyd Technology. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, and/or trade dress of Rapyd.
ISO Independent Sales Organisation.
KYC The ‘Know Your Customer’ customer due diligence process that we conduct on you before we activate an Account for you to access and use our Services.
KYC Information All information and documentation we request from you from time to time in relation to KYC.
Legal Process Any claim, writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Link Payment An E-Commerce Transaction completed via a process where you have sent a URL (by email, SMS etc.) to the Customer which directs the Customer to a payment window (page) where the Customer can enter Card Data and complete the Card Payment.
Losses Any and all claims, demands, actions, losses, liabilities, costs, reasonable expenses and damages of any kind or nature (including reasonable legal fees) incurred by you or us.
Merchant Products The services and/or products that you provide to your own Customers.
Mail and Telephone Order (MOTO) A Card Payment where a Customer provides their Card Data to you over the telephone or via a mail order form and you then enter the Card Data into a virtual payment solution.
Merchant Initiated Transactions Card Payments that you initiate on behalf of and pursuant to an agreement with your Customer allowing you to do this.
Merchant Outlet Your store, physical address, website, URL or application from which you sell  the Merchant Products as stated in the MA Form or as otherwise agreed with us.
Net Settlement Amount The Settlement amount minus any Fees, Reversals, Chargebacks, Refunds, or other amounts that you owe to us under this Agreement.
Network Partner Any Rapyd partner, connector and network, Card Scheme, bank, foreign exchange, and any other institution which, through the Rapyd Network, assists us in the provision of its Services.
Network Rules Our list of rules and information concerning our payments network and our Network Partners, which can be viewed here.
PAN Primary account number
Partner An ISO or referral partner that works with us.
Payment Each and every individual Transaction processed or received by us on your behalf from your Customer as part of Rapyd Collect.
Payment Card The specified payment cards in respect of which we have agreed to process Card Payments under the terms of this Agreement.
Payment Device A device that we have approved to submit Payment.
Payment Instruction Instructions by you or your Authorised Users to us requesting the execution of a Payment Transaction.
Payment Method A method for collecting funds available through us or our Network Partners using Rapyd Collect.
Payout A Transaction made to a Beneficiary on your behalf as part of Rapyd Disburse.
PCI-DSS The Card Schemes’ security standard known as the “Payment Card Industry Data Security Standard”, details of which are available on the Security Standards Council’s website..
PIN The personal identification number linked to a Payment Card.
PKE PAN Key Entry is when you manually key in or enter a Payment Card’s number into a Payment Device as a way of achieving Authentication for a Customer’s Card Payment.
Portal Our client portal through which you can access and manage your approved Services and which forms part of the Rapyd Technology. Actions you can conduct via the Portal include managing Payments, Transactions, Chargebacks, viewing account statements and Settlements.
POS Point of sale, the place at which a sales transaction takes place.
Pre-Authorisation The process of checking a Payment Card’s status and reserving an estimated amount, e.g. when checking into a hotel or purchasing petrol/fuel with a Cardholder Activated Terminal.
Primary Authorised User The person who serves as the Rapyd account owner and is the authorised signatory.
Privacy Policy Our Privacy Policy as updated or amended from time to time.
Product Terms The additional terms and conditions relating to each Rapyd product.
Rapyd, we, us or our The relevant Rapyd entity as detailed in the MA Form or elsewhere.
Rapyd Card Each physical or virtual debit card that we issue to you or your Cardholder (as applicable), in a Card Base Currency and available for you or your Cardholder to use in accordance with this Agreement. The type of card and relevant Card Scheme Rules which apply to your Rapyd Card vary depending on your Contracting Entity, as set out in the relevant Product Terms..
Rapyd Card Acquiring A Payment Method that enables you to accept credit and debit Card Payments and other forms of electronic payments acceptable by us via a website, payment device or mobile application. Rapyd Card Acquiring includes the processing and clearing of your Payments, Settlement, transmitting confirmations to/from our Network Partner etc (in which case the Card Acquiring Guidelines also apply).
Rapyd Card Issuing Our Services that involve our issuing a Rapyd Card as detailed in the Card Issuing Product Terms.
Rapyd Collect Our Services that enable you to accept Payments as detailed in the Collect Product Terms.
Rapyd Disburse Our Services that involve us making a Payout on your behalf as detailed in the Disburse Product Terms.
Rapyd Technology Our Website, the Portal, API, Rapyd’s SDK, hosted payment page, or drop-in libraries and any other deemed technology provided to you to support your use of the Services, and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture and documentation (both printed and electronic), network designs, know-how, and trade secrets and including any modifications, improvements and derivative work.
Rapyd Virtual Accounts Those of our Services that enable you to receive Payments into your Rapyd Wallet in one of our Supported Currencies from your Customers or other payers into your Rapyd Wallet
Rapyd Wallet A digital account which represents your account balance or E-money balance, if you have an E-money account.
Receipt Documentation that demonstrates a Card Payment was made.
Recurring Payments A mechanism by which Card Payments are made automatically and at regular intervals using stored Card Data.
Refund A reversal of a particular Transaction, whereby the funds are reimbursed to the Customer initiated on your initiative or request through the Portal in relation to Rapyd Collect.
Representatives Your directors, shareholders, and ultimate beneficial owners, as well as your Authorised Users (if applicable).
Reserve Funds in your Account that we withhold from Settlement when we, in our sole discretion, deem this necessary or prudent given the level of risk we assess to be associated with you, your Account, your business model, your Payments, activities, etc. We may implement one or more Reserves in respect of you for as long as we deem prudent and we will notify you about the existence of or any changes to any Reserves via the Portal or directly. All Reserve funds are under our sole control unless and until we agree to release them to you. Reserves do not impact your ability to continue accepting Payments.
Reversal Any Payment that we have received as part of Rapyd Collect or Rapyd Virtual Accounts Services and then pay back to the Customer because the Transaction: (a) violates or we reasonably suspect to be in violation of this Agreement; and/or (b) has been categorised by our risk models as posing an unacceptable level of risk. The term “Reversed” shall be construed accordingly.
Rolling Reserve An amount that we withhold from Settlement and hold for a period as a form of Collateral. We may deduct any amounts from the Rolling Reserve for which you are or may be liable including Chargebacks and Fees. We will specify the Rolling Reserve details including the relevant amount, period and currency in the MA Form, Portal or elsewhere in writing.
Rolling Reserve Account An account at any financial institution that we designate for you. The balance of the Rolling Reserve Account is subject to a possessory lien in our favour and we may use it to offset any amounts we determine you owe including Chargebacks, Fees, and Card Scheme fines and penalties.Reversed” shall be construed accordingly.
Security Code Sensitive Authentication Data Also known as CVV2, CVC2, CID and PVV), these are the digits (typically three) that usually appear on the back of a credit or debit card inside or near the signature strip or on the front as part of the long number.Data used to authenticate the Cardholder such as card verification code.
Services The Rapyd services we provide to you as detailed [in the Portal or elsewhere as agreed in writing/the Merchant Agreement].
Settlement Our delivery to you of proceeds from Transactions.
Settlement Account Your nominated bank account where we settle your Transactions. The Settlement Account must have the same beneficiary name as the Account.
Stored Card A solution where a Customer has registered with you with a username and password and in which Card Data is stored by your payment solution provider at the time of the first Card Payment. The Customer may subsequently complete Card Payments with you without entering Payment Card information, simply by entering the username, password and the Security Code.
Strong Customer Authentication (SCA) A form of Authentication using two or more elements categorised as knowledge (something only the Customer knows), possession (something only the Customer possesses) and inherence (something only the Customer is) that are independent of each other, i.e., that the breach of one would not compromise the reliability of the others, and is designed in such a way as to protect the confidentiality of the Authentication data and which fulfils the requirements of Applicable Law.
Supported Currency Each currency approved by us from time to time which are supported by the Services available in the Portal. The Supported Currencies will vary depending on your location.
Taxes VAT, GST, turnover, and any other tax or levies including penalties, interests, and surcharges.
Term The term of this Agreement commencing on the Effective Date and continues until we or you terminate it in accordance with clause 11 (Termination and suspension) of the General Terms.
Third-Party Providers Our vendors on which we rely for the performance of our obligations under this Agreement (other than our Network Partners).
Transaction Any use of the Services which results in funds being sent to, withdrawn, or sent from your Account, including Payments and Payouts.
Transaction Currency The currency in which the Customer pays and which is stated on the Receipt.
Transaction Data The data used to complete a Card Payment. These include Card Data and other information received in connection with the Card Payment, e.g., the transaction amount and Transaction Date.
Transaction Date The date on which the Customer makes the Card Payment. For Card Not Present Transactions, the Transaction Date is the date on which the Merchant Products are dispatched or (in the case of a service), delivered.
TPI Any Third-Party Intermediary between you and us, that may, as applicable, exchange information between you and us including answering your questions regarding Rapyd Services with our assistance within reasonable time limits and informing us of any changes in the nature of your activities or management changes.
Update Any modification, feature enhancement or update to the Services or Rapyd Technology that requires you to take some action, which may include changing your implementation of the Services or Rapyd Technology.
Unscheduled Credential on File (UCOF) A mechanism by which Card Payments are made automatically and at irregular intervals using stored Card Data.
Virtual Account Credentials The credentials, e.g. an IBAN, that we assign to you in respect of your Virtual Accounts. You can find your Virtual Account Credentials in the Portal.
Virtual Accounts Services The Services we provide to you in relation to Rapyd Virtual Accounts.
You or your The relevant legal entity or sole proprietor named in the Merchant Agreement Form (or any equivalent document).
Website The Rapyd website, www.rapyd.net.