Terms and Conditions
These Terms and Conditions (the “Agreement”) govern the supply of the Service by:
Alternative Payments Ltd (Company number 07959933), also known as Judopay, a company incorporated in England and Wales and having its registered office at Rise London, 41 Luke Street, London, EC2A 4DP, United Kingdom (“Judo”, “Judopay”, “Us” or “We”).
1. AVAILABILITY OF THE PLATFORM
Judo platform will be operational and available to Customer on average 99.9% of the time in any calendar month measured on a quarterly basis to receive Transaction requests. Excluded from the uptime calculation is any downtime of the Judo platform caused by acts or omissions of Merchant, Acquirers or Scheme Owners, general internet failures, failures of individual Payment Methods or Force Majeure.
Judo deemed to be “Available” for purposes of determining system “Availability” if there are no Level 1 or Level 2 Errors, as well as during any Maintenance Windows.
In order to ensure quality and security of Judo’s services, Judo shall provide the Merchant with written notice (via email) of any Scheduled Maintenance Windows at least seventy-two (72) hours before the commencement of any such Scheduled Maintenance Windows. If Judo provides the Merchant notice of anticipated Scheduled Maintenance Windows more than 72 hours in advance of any given Schedule Maintenance Windows, Judo will not be obligated to provide the Merchant reminders of previously notified Scheduled Maintenance Window.
Settlement/Remittance schedule is detailed in your applicable Merchant Services Agreement.
Acceptance of any Transaction for processing by Judo and Judo’s confirmation of Authorisation to the Merchant does not guarantee the settlement of any Transaction.
The Merchant acknowledges that the Acquirer shall be solely responsible for paying the remittance to the Merchant and for the Authorisation and settlement of Transactions in accordance with the terms of the applicable Merchant Services Agreement.
The Merchant is responsible for reconciling the settlement monies received from the Acquirer with the Transactions submitted to Judo for processing and to immediately notify Judo if there is any material discrepancy.
Judo accepts no liability to the Merchant for any (but not limited to) losses, damages, costs or expenses arising out of any failure to pay a remittance to the Merchants applicable acquirer on the relevant due date. The merchant acknowledges that Judo will not enter into possession of and or have control over any settlement funds at any time. Please review your applicable Merchant Services Agreement for further details.
Judo accepts no liability for any chargebacks that are issued to Merchant. Judo will with best endeavours work with Merchants to help mitigate any chargebacks and where possible assist Merchants with data during the chargeback representment process. Judo assumes no liability for e.g. consequential damages in the event Merchant is deemed high risk by acquirer and acquirer suspends/terminates Merchant Services Agreement. Please review applicable Merchant services agreement for full terms and conditions on chargebacks.
3. DEFINITIONS AND INTERPRETATIONS
Account: means the Merchant’s online account maintained by Judo where records of the Merchant’s Account Information are held.
Account Information: means (i) details of processed transactions, applicable fees and available balance in respect of Transactions and (ii) personal or business information, settlement bank details, account details, password, specification of the Merchant’s payment details and other login information of the Merchant that is provided by the Merchant and stored on the Account or otherwise provided to or made available to Judo.
Acquirer(s): means the bank(s), or the provider(s) of bank processing services on behalf of the Acquirer, with which the Merchant(s) have, or intend to have Merchant Agreement(s) and Merchant ID No.(s). For more details on your Acquirer please see your Merchant Services Agreement.
Affiliate: means, in relation to a company a company which is, on or after the date of this Agreement, its subsidiary or holding company, or a subsidiary of such holding company.
Authorisation: means a request for and subsequent confirmation from the Acquirer that a payment will be credited to the Merchant in respect of any Transaction subject to the terms of the agreement entered into by the Merchant with the Acquirer.
Basic data: Includes name, address, email address and telephone number; (i) other data submitted by Merchant, such as logins, personal identity number or company registration no., bank account numbers, other bank information, and all other data submitted to Judo websites and/or Software and/or by other means submitted to Judo and (ii) Data relating to Transactions carried out through the Service, such as amounts, description of the Transactions, number of items, unit price for the commodity, any discounts, GPS position at the time of the Transaction, details of the hardware used on the Transaction date and other technical data associated with the Transaction.
Card Issuer: means the organisation from which a Cardholder receives his/her Card.
Cardholder: means the customer of a Merchant who wishes to execute a Transaction with a Card and whose name is written on the Card.
Card(s): means a plastic payment card that in its appearance, layout of its data, and protective components corresponds on the face and reverse side to the specifications of the relevant Card Scheme. The Card remains the property of the Card Issuer and is issued to the Cardholder for use. The Card is non-transferable.
Capture/Collection (Transaction): means a financial transaction following an associated Pre Authorisation that initiates provision of and/or dispatch of goods and/or services to the Cardholder.
Card Scheme: means a worldwide incorporated body regulating and processing specific brands of Cards, namely: VISA, MasterCard, and American Express and such other bodies or schemes as Judo may determine from time to time.
Card Scheme Rules: means the rules and regulations issued by the Card Schemes.
Chargeable Event: means a Transaction that results in a transaction charge including (but not limited to) a Pre Authorisation (whether followed by a Capture/Collection or expired), Payment, Repeat Transaction, Refund, or Failed Transaction. All chargeable events are detailed within the applicable pricing schedule.
Chargeback: means where a Card Issuer or Card Scheme refuses to settle a Transaction or requires repayment in respect of a Transaction previously settled and/or Remitted to the Merchant, notwithstanding that Authorisation may have been obtained.
Confidential Information: means information that is designated as “confidential” or which by its nature is clearly confidential including any information relating to this Agreement; any one of the Card Schemes; Judo’s technology, technical processes, procedures, business affairs, finance and other proprietary knowledge, however any such information is conveyed or presented.
Consequential Loss: means consequential, incidental, special, indirect or punitive damages, or any loss of actual or anticipated profits (or any other economic loss), loss of data, loss of opportunity, loss of goodwill and loss of reputation, whether the claim in respect of such loss is made in contract or in tort or on any other basis, and whether or not foreseeable.
Developer Tools: means the application programming interface, sandbox, software development kits and other developer tools that help developers quickly add the Services to their Merchant customers’ mobile application.
Effective Date: Date marking the immediate effect of the terms of this contract.
Failed Transaction: An Authorisation request or request for payment that is not successful.
Failure Notice: means a notice from the Acquirer that a request for payment has been declined in respect of any Transaction.
JudoShield: Judo’s fraud screening solution.
Fee(s): means the fee(s) as listed in the table of fees pursuant to clause 1 of this Agreement, in the applicable pricing schedule.
Losses: means actions, proceedings, damages, liabilities, claims, costs and expenses including fines, penalties, legal and other professional fees and expenses.
Marks: means the service marks, trademarks or registered symbols of any of the Card Schemes, Judo and/or any of Judo’s partners in providing the Service.
Merchant Account: means the account or accounts provided by Merchants Acquirer for the purposes of collecting, holding, remitting, deducting or otherwise dealing in funds pursuant to this Agreement in accordance with the terms of the Merchant Agreement. Merchant Accounts can include MOTO (Mail Order Telephone Order) and/or Digital Merchant Accounts (DMA) or such other accounts as the Acquirer may determine from time to time. For more details, see your Merchant Services Agreement.
Merchant Services Agreement: means the agreement between the Merchant and the Acquirer governing the provision of services for the Merchant Account. For more details, see your Merchant Services Agreement.
Merchant ID Number: means the unique identification number for each Merchant allocated by the Acquiring Bank of the Merchant for the purpose of accepting card payments.
Parties: means Judo and the Merchant.
Payment (in context of fee structure): means an Authorisation with an associated real-time action by the Merchant for the collection/capture of payment.
Payment Gateway: Merchant Service that authorizes credit card or direct payments processing.
Payments System: System allowing transaction to be complete and payments collected.
Payment Services: Settlements, refunds, chargebacks, any services without the payment flow that doesn’t affect a successful transaction being made.
Personal Data: means any information that alone or in combination with other information is capable of personally identifying any living individual.
Pre Authorisation (Pre Auth): means a request for Authorisation of a Transaction made by the Merchant to validate the card which either (i) does not result in the taking of funds or processing of payments for the value of Authorisation or (ii) results in a delay in the taking of funds or processing of payment for the value of the Authorisation.
Repeat Transaction: means a Transaction for goods and/or services with associated Authorisation forming part of a set or series of recurring orders upon which Authorisation was obtained and an associated payment request was made.
Refund: means a Transaction wherein whole or in part is reversed with the intention of crediting a Cardholder’s account.
Service: means any and all services that Judo shall provide to the Merchant under this Agreement, relating to the acceptance of Cards in relation to Transactions with Cardholders.
Software: means any software (including any updates or modifications to such software) provided to Merchant by Judo or used by Judo in fulfilling its obligations under this Agreement or otherwise including but not limited to the Developer Tools.
T: In the context of settlement. For example, T + 2 means Transaction plus 2 days.
Term: means the period of the agreement.
Transaction: means the payment made by a Cardholder using the Service for goods and/or services provided by a Merchant.
Transaction Data: means all information provided by a Cardholder or obtained from any other source (including but not limited to the Acquirer) that is required for an Authorisation and or processing of a Transaction.
Website: means Judo’s website at https://www.judopay.com.
4. DESCRIPTION OF THE SERVICE
Judo delivers real time or near real time Transaction processing capability over the Internet. All transactions shall be submitted to Judo for processing as per Judo’s integration documentation, unless otherwise agreed in the Merchant Agreement.
The Merchant is obliged to ensure all data that Judo requests to be provided for a Transaction, including those needed for fraud checks, are provided with each Transaction submitted for processing. If the Merchant fails to provide the requested data with each Transaction, Judo assumes no responsibility for any failed transactions as a result of this. In the event Merchant sends data which puts Judo or its systems at risk, Judo has the right to immediately suspend or terminate Transaction processing. Judo may revise the required data needed to process Transactions from time to time by giving notice to the Merchant as needed to be able to process such Transaction and conduct fraud checks.
Merchants can send transactions for fraud screening using JudoShield or other bank checks such as 3D Secure (3DS), Address Verification Service (AVS) and CV2 Checks. These checks score the probability of a transaction becoming fraudulent and/or check the validity of Cardholder.
The fraud prevention tools do not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting fraud score, Transactions may be fraudulent or non-fraudulent.
Judo reserves the right to change the fraud model within JudoShield at its discretion to improve the accuracy of the systems or, with no obligation for notice, where a Merchant is processing an unacceptable number of fraudulent Transactions or substantially increasing its chargeback levels.
For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. Judo reserves the right to cancel any transaction that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities.
For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Account Holder indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation gives the Merchant some additional comfort that when Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or subject to Chargeback). The Merchant is responsible for Capturing Transactions. Merchant understands that Authorised Transactions have a limited maximum Capture Period in which they can be Captured which is set by the Issuing Bank or the relevant Scheme Owner. Beyond the applicable Capture Period, the additional assurance granted by the prior Authorisation is no longer valid, increasing the chances of the Capture not leading to a successful Settlement of the related payment. Merchant should generally take into account that the Capture Period can be as short as 5 days after Authorisation.
Judo will provide the Service to the Merchant on the terms and conditions of this Agreement (and any addendums or subsequent amendments and updates).
Judo may at any time revise or modify the Service. Judo shall provide the Merchant with written notice (via email) of any such changes at least seventy-two (72) hours before the commencement of any such change. However, Judo reserves the right to implement such changes with immediate effect to maintain the security of its systems or to comply with relevant laws, regulations or the Card Scheme Rules.
Judo will always do its best to ensure the Service is error and interruption free but cannot guarantee it will be free from errors or interruptions.
From time to time Judo will perform maintenance and upgrades of the Service, which may result in interruptions, delays or errors in the Service. Judo shall try to communicate any planned maintenance in advance but cannot guarantee that such notification will always be provided in first instance. In addition, the Service may contain errors or “bugs” that may lead to interruptions and errors. The Merchant understands this and accepts that Judo may contact the Merchant in order to help with the Service and also to request information needed to identify and remedy such errors.
The Merchant’s access to the Service is dependent on third party services (such as mobile telephony services). The Merchant accepts that Judo shall have no responsibility for the performance of such third-party services outside of Judos control. Judo cannot be responsible for independent third parties that the merchant uses to access the services that Judo provides, Judo will be responsible for those third parties that it contracts with to provide Judo’s part of the services.
The Services are made available to you subject to (i) any Software, upgrades or intellectual property relating to the Service not being copied, altered, sub-licensed or misused by you without Judo’s express written authorisation; (ii) any Software, upgrades or intellectual property relating to the Service not being copied, altered, sub-licensed or misused by you without Judo’s express written authorisation; (iii) any Software, upgrades or intellectual property relating to the Service not being copied, altered, sub-licensed or misused by you without Judo’s express written authorisation; (iv) the Service not being used for illegal or improper purposes and (v) Merchant follows all reasonable instructions given by Judo.
5. MERCHANT REGISTRATION AND KYC CHECKS
When you apply for our Payment Services Judo will collect some or all of the following information about you to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC (‘Know Your Customer’) requirements imposed by the Scheme Owners, Government Regulation and Acquirers: (i) Your name and contact information, including postal address, mobile telephone number and your email address. (ii) Your date of birth. (iii) Information regarding your personal or professional interests, demographics and contact preferences to help us to provide you with information about our products and services.
The Merchant must when entering into the Merchant Agreement and thereafter on Judo’s first request, provide information about itself, its activities and its shareholders (the “Registration Information”). The Merchant warrants unconditionally that all Registration Information it provides is correct and up to date.
The Merchant will provide Judo with at their earliest convenience written notice of any change in the Merchant Services Application I The Merchant agrees that Judo may run further checks on Merchant’s business, creditworthiness and background by contacting and consulting relevant authorised third party sources.
Judo’s acceptance of the Merchant does not guarantee acceptance from other relevant parties such as, but not limited, acquirers, Card Schemes and Payment Gateway.
Judo perform the KYC checks to protect you and us from identity fraud. If you give us false or inaccurate information and we suspect fraud, we will record this with fraud prevention agencies. Law enforcement agencies may access and use this information.
6. INTEGRATION RESPONSIBILITIES
Judo shall provide the Merchant with transaction history through its portal and, where applicable, further data analysis.
Judo shall provide the Software, technical infrastructure and the interface for the facilitation of payment processing. Judo is an agent of Acquirer. Judo may change its Acquirer from time to time due to e.g. (but not limited to) significant reduced Acquirer functionality which impacts Judo’s Merchants or unreasonable changes to Acquirer Terms and C In the event Judo changes Acquirer Merchant will be notified at the earliest convenience and Judo will provide an alternative solution.
We reserve the right to require you to install or update any and all Software to continue using the Service.
As part of the Service, payments can only be carried out with Card that Judo and the applicable Acquirer is compatible with.
Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Judo may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible Judo will use its reasonable efforts to give Merchant prior notice of any such change or cancellation with respect to the Payment Methods agreed to be offered under the Merchant Agreement. Judo will on request of Merchant in such case reasonably assist Merchant in finding alternative Payment Methods available to Merchant or manners in which to (re-)gain the approval of the relevant Scheme Owner or Acquirer.
The merchant will not accept Transactions which are not directly undertaken between the Merchant and the Cardholder.
The Merchant shall not (i) apply a price threshold for accepting a Card or Alternative Payment Method or (ii) make cash deductions during the Transaction. You must not discriminate against the use of these in any other way. The Merchant must not impose excessive fees or charges on a customer who wishes to use an eligible payment method. Any fee or charge must be limited to reflect the Merchant’s costs for the use of the payment method with the Services and in accordance with local government regulations. The Merchant must inform the customer of any such charge before the payment transaction is initiated.
The Merchant may not use the Service to carry out Transactions with Cards belonging to the Merchant or registered in the Merchant’s name. The merchant must not process Transactions on behalf of a third party. The Service is available only to people or entities who would use the Service for the purposes of selling goods and/or services in the course of their business. The Service must not be used for personal, family or household purposes.
The Merchant is responsible for the security of data on your mobile application, servers, or otherwise in your possession. The Merchant agrees that at all times shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable.
When using the Services it is the Merchant’s responsibility to obtain Cardholders’ consent to be billed, their consent to have their payment card charged or their payment details to be stored, in compliance with any and all applicable legal requirements and Card Scheme rules.
When using the Services it is the Merchant’s responsibility to obtain Cardholders’ consent to access, use and protect their data in line with local regulations.
In order to use the Service, the Merchant must create an Account with Judo. The Merchant is obliged to provide accurate and complete information, and if such information changes, the Merchant agrees to promptly notify Judo of all relevant changes by updating the Merchant’s account. If any information is or becomes inaccurate or incomplete, and breaches applicable government laws and regulations, Judo has the right to terminate the Account.
The Merchant’s ability to access the Service may require a Cardholder Device and is dependent on services received by the Merchant from a third party telecommunication provider. The Merchant is solely responsible for any fees charged by such third parties.
It is the Merchant’s responsibility to ensure that the Merchant’s Account Information, including Account details, password, and other login information is kept secure and undisclosed to others.
The Merchant will promptly supply such information in respect of itself and its performance of and obligations under this Agreement as may be requested by a Card Scheme, Judo or Acquirer from time to time.
The Merchant cannot refer Cardholders to Judopay for any queries. Judo will resolve issues through the Merchant and the Merchant will communicate with Cardholder.
It is the Merchant’s responsibility to adhere to and comply with the instructions and guidance issued by Judo with regards to its integration with the Judo Services.
If the Merchant does not opt in to 3D-Secure for Transactions where it is available, the Merchant understands that a higher Interchange Fee may be applied by the Card Schemes/Acquirers and other restrictions may be applied by the Card Schemes/Acquirers.
The Merchant using Judo’s integration must at all times be compliant with the then current PCI-DSS rules. Should Judo request the Merchant to demonstrate such compliance and provide a valid certification, the Merchant must do so upon Judo’s first request. If the merchant cannot do so, or the compliance/certification becomes invalid, the Merchant will notify Judo immediately. Judo has the right to immediately suspend payment processing for the Merchant in light of any indication that the Merchant does not meet the PCI-DSS standards. The Merchant fully indemnifies Judo from any losses, claims (including the applied Fines by Scheme Owners), damage or cost that Judo incurs as a result of the Merchant’s breach of this obligation.
It is the Merchant’s responsibility to obtain Cardholder authorisation to share Transaction and Cardholder Device data with Judo.
When integrating into the Judo services, Judo strongly advises the Merchant to use “defensive programming”, for instance when programming automated decisions, the default should be to non-delivery or products and services. Such programming would, for example, only result in the delivery of products or services when an express authorisation of the payment requested has been received and would not deliver when there is no explicit rejection.
The Merchant guarantees not to capture, copy or intercept any payment details for example credit card numbers, CV2 codes or ‘PIN” codes (as applicable) that are entered on the Judo payment page. This is a rule that the Scheme Owners use to protect Account Holders; violation of this rule can result in high Fines by the Scheme Owners. Should Judo believe that the Merchant is in breach of these rule, Judo has the right to suspend or terminate payment processing. The Merchant fully indemnifies Judo from any losses, claims (including the applied Fines by Scheme Owners), damage or cost that Judo incurs as a result of the Merchant’s breach of this obligation.
8. CARD SCHEME COMPLIANCE
At all times during the term of this Agreement, the Merchant agrees to comply with all applicable Card Scheme Rules, as such rules may be modified by the Card Schemes from time to time. The Merchant is responsible for staying informed of changes to such rules and maintaining compliance at all times.
The Card Schemes and/or Acquirer have the right to enforce any provisions of the Card Scheme Rules and to prohibit the Merchant and/or Judo from engaging in any conduct any Card Schemes or Acquirer deem could injure or create a risk of injury to the Card Scheme or Acquirer, including injury to reputation, or that could adversely affect the integrity of the interchange system and/or the Card Scheme or Acquirer’s confidential information. The Merchant agrees that it will not take any action that could interfere with or prevent the exercise of this right by the Card Schemes and/or Acquirer.
The Merchant acknowledges and agrees that the Card Schemes are the sole and exclusive owners of their respective Marks and the Merchant shall not contest the ownership of such Marks for any reason. Card Schemes may at any time, immediately and without advance notice, prohibit the Merchant from using any of their respective Marks for any reason.
9. IN THIS AGREEMENT, SUBJECT TO ANY EXPRESS CONTRARY INDICATION:
Words (including the definitions in this Section 1) importing the singular shall include the plural and vice versa;
Any reference to any gender shall include the other genders;
Any reference to a person shall be construed as including any person, firm, company, corporation, society, trust, foundation, government, state or agency of a state or any association or partnership (in each case whether or not having separate legal personality) of any two or more of these;
Any reference to this Agreement or any other agreement or document shall be construed as a reference to that agreement or document as it may have been, or may from time to time be, amended, varied, novated, replaced or supplemented;
Any reference to a Clause shall be construed as a reference to a clause of this Agreement;
The rule known as the “ejusdem generis rule” shall not apply and accordingly:
General words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and
Any phrase introduced by the words “include”, “including” or “in particular” or any similar words or expression shall be construed as illustrative and shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;
Any references to in writing shall include any modes of reproducing words in a legible and non-transitory form;
The table of contents and all headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement;
All obligations given or entered into by more than one person are given to or entered into jointly and severally unless otherwise specified.
10. LICENCE RESTRICTIONS
Judo grants to the Merchant a personal, non-exclusive, royalty free, non-transferable licence to use the Software and the right to use any other of Judo’s Mobile Application, Software and Internet-based services required to use the Service. Judo grants the Merchant the right to download and install updates to the Service as made available to the Merchant by Judo from time to time.
The Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all times, Judo or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. The Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. The Merchant’s use of such Software shall be limited to that expressly authorised by Judo. Our suppliers are intended third party beneficiaries of this Agreement to the extent of any terms herein pertaining to such suppliers’ ownership rights and such suppliers have the right to rely on and directly enforce such terms against you.
Certain parts of the Developer Tools have been (and in the future may be) released by Judo under an Open Source licence and are or will be subject to the terms of the applicable Open Source licence. The Merchant is responsible for complying with the terms of any Open Source licenses required to use the Service.
11. USE OF NAME OF THE PARTIES
The Merchant agrees that its name and logo (as published by the Merchant) may be used by Judo on Judo’s client list on its website and in certain sales materials. Judo shall have the right to use this list freely in its commercial endeavours. Outside of this, any other use of the Merchant’s name, logo, or information shall only occur with prior written approval from the Merchant. Neither the Merchant nor Judo will imply any untrue sponsorship, endorsement or affiliation between the Merchant and Judo.
Judo shall not, under any circumstances, be liable to the Merchant or any other party for Consequential Loss. This paragraph does not include or limit in any way Judo’s liability for: (i) death or personal injury directly attributable to our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it would be unlawful for Judo to exclude or attempt to exclude Judo’s liability.
The Merchant acknowledges and agrees that its relationship in connection with this Agreement is with Judo and not with the Acquirer or any other party.
The Merchant will indemnify, defend, and hold Judo and its Affiliates harmless (and its and their respective employees, directors, agents, affiliates and representatives) from and against any and all Losses arising out of any claim that arises out of or relates to: (i) any actual or alleged breach of the Merchant’s representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of the Card Scheme Rules; (ii) the Merchant’s wrongful, fraudulent, negligent or improper use of the Service; (iii) any Transaction submitted by the Merchant through the Service (including without limitation any claim or dispute arising out of products or services offered purchased from the Merchant using Cards processed by Judo); (iv) the Merchant’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (v) the Merchant’s violation of any applicable law; (vi) any third party’s access and/or use of the Merchant’s Account and (vii) any reporting of the Merchant by Judo pursuant to clause 26.
Nothing in this Agreement shall restrict or limit the Merchant general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
14. PROCESSING OF TRANSACTIONAL DATA
In order to process Data Judo needs to obtain consent from the Merchant that the processing is accepted. The Merchant decides whether Data shall be submitted to Judo and Judo will not process any Data before the Merchant has consented to processing under this Agreement. However, please note that the Merchant’s consent to the processing of Data is a prerequisite for the use of Judo’s services.
Judo provides a service to make the Merchant’s payments easier and safer. To do this, Judo may process personal and other data about the Merchant, Cardholders and the Merchant’s use of the Service (“Data”). Judo processes Personal Data (as defined in the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other laws, regulations and secondary regulations enacted from time to time relating to data protection, the use of information relating to individuals, the information rights of individuals and/or the processing of personal data.
Judo’s Privacy and Cookies Policy (the current version of which is available on the Website) is incorporated into this Agreement. This Privacy and Cookies Policy may be amended from time to time. The Merchant’s continued use of the Service will be an express indication of the Merchant’s acceptance of the Privacy and Cookies Policy in force at that time.
The Merchant consents to the following categories of Transaction Data being processed by Judo:
Basic Data, such as name, address, email address and telephone number.
Other Data submitted by the Merchant, such as logins, personal identity number or company registration no., bank account numbers, other bank information, and all other data submitted to Judo websites and/or Software and/or by other means submitted to Judo.
Data relating to Transactions carried out through the Service, such as amounts, description of the Transactions, number of items, unit price for the commodity, any discounts, GPS position at the time of the Transaction, details of the hardware used on the Transaction date and other technical data associated with the Transaction. Examples of technical data but not limited to being processed are the device model, operating system version, IP address or other unique identifier of a computer, mobile phone or other device used to use the Service. When logging on to the Website or the Software, data is also processed regarding the Merchant’s navigation on the Website or the Software, data regarding browsers and operating systems, and data regarding time spent and activities performed on the Website or the Software. In cases where the Merchant contacts Judo, by mail, email, telephone or otherwise, Judo will also process data related to the content and purpose of the contact with Judo.
Transactional Data may be disclosed to Judo’s suppliers, Judo’s Acquirer and/or Card Schemes, to the authorities and to other banks and financial institutions to the extent necessary to enable Transactions to be carried out, handled or examined.
Judo stores Transactional Data for the period which is the longer of (i) seven years from the end of the calendar year when the consent to processing was granted by the Merchant, (ii) seven years from the end of the calendar year during which the last Transaction was carried out using the Service, or (iii) seven years from the end of the calendar year when the Merchant last logged into the Merchant’s Account through the Website or the Software.
The Merchant consents that Judo shall process Data in accordance with the terms and conditions of this Agreement. The Merchant may at any time withdraw its consent to the processing of Data by contacting Judo through the Website. The Merchant is aware that such withdrawal of consent may lead to the termination of this Agreement in accordance with Section 19 below.
15. HOW WILL JUDO USE YOUR PERSONAL INFORMATION:
In order to process Data Judo needs to obtain consent from the Merchant that the processing is accepted. The Merchant decides whether Data shall be submitted to Judo and Judo will not process any Data before the Merchant has consented to processing under this Agreement. However, please note that the Merchant’s consent to the processing of Data is a prerequisite for the use of Judo’s services.
We will process, use, manage, control, release and record information about you to:
manage your Payment Service and any further application you make for any of the products and services offer by Judo’s acquiring partners;
manage any agreement or correspondence you may have with us;
carry out, monitor and analyse our business and products;
contact you by email, phone or in another way we agree with you, to tell you about other products and services which we consider may interest you, unless you tell us that you prefer not to receive direct marketing;
combat fraud, money-laundering, terrorism and other crimes; and
comply with any laws or regulations in any country where we do business.
We may reveal information about you to:
any person working for Judo or applicable acquirers;
any organisation which helps us to provide any of our products or services to you; and
anyone you authorise us to give information about you to.
Processing your information, as described above, may involve sending it to other countries. In such circumstances we are responsible for making sure that your information continues to be protected. We will keep information about you for only as long as we need to or are allowed to by law.
What the credit reference/fraud prevention agencies will do with your information:
Whether or not your application proceeds, the agency will place a record of our search on your file with them. This record (but not our name) will be seen by other organisations using these agencies. This is not a credit search, the agencies will not supply any credit information to us and our search will not impact on your ability to obtain credit in future.
How we and others may use the information held by the agencies:
Some information held by credit reference and fraud prevention agencies will be disclosed to us and other organisations to, for example:
prevent fraud and money laundering;
recover debts that you owe and trace your whereabouts;
verify your identity; and
carry out statistical analysis.
The information held by these agencies may also be used for other purposes for which you give your specific permission or, in very limited circumstances, when required by law or where permitted under the terms of the General Data Protection Regulation ((EU) 2016/679) (GDPR):
When we will share your information with third parties:
We will not share your personal information with anyone outside Judo or the applicable Acquirer except:
Necessary information with third parties who help us to provide the service to you;
With your express permission to share your information with other organisations;
In case we are required or permitted to do so by law.
Access to your information:
Please email us at Help@Judopay.com if you would like details of the credit reference and fraud prevention agencies we use. You have a legal right to these details. If you would like a copy of the information we hold about you please write to the Data Protection Manager, Judopay, 41 Luke Street, London, EC2A 4DP, UK. We may charge you a fee for providing this information.
Parties shall not assign, transfer, create any encumbrance in or over, or deal in any other manner (or purport to do any of these things) with this Agreement or a right or obligation under this Agreement without having first obtained the other Parties written consent.
Judo shall be entitled to assign its rights under this Agreement to any other person and will provide reasonable notice to Merchant of any assignment.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and their permitted assignees. Subject to and upon any succession or assignment permitted by this Agreement, any successor or permitted assignee shall in its own right be able to enforce any term of this Agreement in accordance with its terms as if it were in all respects a Party, but until such time, any such successor or permitted assignee shall have no rights whether as a third party or otherwise.
Each Party shall treat confidentially all Confidential Information obtained from the other Party pursuant to this Agreement and disclose to any person such Confidential Information, save where required to be disclosed by a court of competent jurisdiction, applicable law or regulation.
Judo will use its reasonable skill and care in providing the Services in accordance with this Agreement. Subject to the terms of this Agreement Judo will have no liability whatsoever for any and all direct, indirect or consequential loss arising from any delay or failure to provide all or any loss of Data which may be sought from delays, failure to deliver or service interruptions outside the control of Judo including (without limitation) those arising from errors or omissions on the part of the Merchant or from levels of use which are unusually large and which have the effect of causing disruption or delays in the Services.
Judo does not warrant that the Services and/or Software (including without limitation the Software) are error free or operate without interruption or are compatible with all equipment and Software configurations. Judo gives no warranty whatsoever as to the quality of information received through the Services and/or Software.
Where Judo provides any specification, design, plan or scheme the Merchant agrees to check the accuracy and suitability of such specification, design, plan or scheme and agrees that Judo shall not be liable for any omissions, errors or inaccuracies therein. Any documentation drawn up by Judo is and will remain the property of Judo and may not be reproduced in whole or in part without Judo’s prior written consent.
The warranties in this shall be subject to the Merchant complying with its obligations under this Agreement and all other relevant agreements and to the Merchant having used the Service strictly in accordance with the instructions of Judo with this Agreement.
19. FORCE MAJEURE
A Party shall not be in breach of this Merchant Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control, or where relevant, the reasonably control of Judo and sub-contractors (“Force Majeure Event”).
The corresponding obligations of the other Party will be suspended to the same extent as those of the Party first affected by the Force Majeure Event.
Any Party that is subject to a Force Majeure Event shall not be in breach of this Merchant Agreement provided that it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance and it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under the Merchant Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
20. EVENTS OF DEFAULT/TERMINATION
In addition to any other rights set forth in this Agreement, either Party may terminate this Agreement immediately if any of the following events shall occur (each an “Event of Default”):
The other Party is in material or persistent breach of this Agreement and fails to remedy such breach within 30 days of notice from the terminating Party specifying the breach and requiring that it be remedied;
The other Party ceases to trade, goes into insolvent liquidation or makes a composition with its creditors;
Judo may without prior notice suspend or terminate the Service in respect of any Merchant in the event of a violation by that Merchant of any Card Scheme Rules or as necessary to comply with any applicable law or regulation.
Judo may terminate this Agreement with respect to a particular Card Scheme if Judo is de-registered by such Card Scheme and will endeavour to give the Merchant prior notice of such termination.
Judo may additionally terminate this Agreement in relation to an Acquirer and will endeavour to give the Merchant prior notice of such termination (i) upon the termination of Judo’s agreement with that Acquirer: or (ii) if, the Acquirer ceases to be a member of such Card Scheme, or fails to have a valid license to use such Card Schemes Marks. Prior to this termination notice, Judo will where possible propose an alternative solution.
Upon termination or expiration of this Agreement in its entirety for any reason the Merchant shall no longer be entitled to use the Service and the licence granted by Judo pursuant shall immediately expire.
Upon termination of this Agreement for any reason in relation to a Merchant Judo shall delete all Personal Data relating to that Merchant’s Account within 30 days of the effective date of termination.
Attention: Customer Service, Judopay
41 Luke Street – London
22. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter.
Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of this Agreement at any time before its signature (together “Pre-Contractual Statements”), other than those which are set out in this Agreement.
Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
Nothing in this paragraph shall in any way exclude or restrict the liability of either Party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.
23. NULL PROVISIONS
Should any provision in the Merchant Agreement be declared null and void or inapplicable, said provision shall be deemed non-existent, however, all other provisions within the Merchant Agreement shall remain applicable.
24. DISPUTE HANDLING
Should a dispute arise in relation to the fulfilment, interpretation or validity of the Merchant Agreement, both Judo and the Merchant agree to take all steps to reach an amicable agreement. This clause is without prejudice to either Judo or the Merchant’s right to seek interim relief against any other Party (such as an injunction) to protect its rights and interests, or to enforce the obligations of any of the other Party.
25. CHANGES TO THE TERMS AND CONDITIONS
From time to time Judo may revise the Terms and Conditions by giving at least 30 days written notice to the Merchant via email. If the Merchant believes this change has a material adverse impact and does not agree to the change, the Merchant may give written notice of the objection to Judo within 30 days. If Judo receives such notice, Judo will contact the Merchant to discuss said objections. Should the Merchant refuse to accept the change and Judo refuse to withdraw the change, the Merchant may terminate the Merchant Agreement by giving at least one month written notice to Judo. Should the change in the Terms and Conditions be in order to comply with law or requirements imposed by the relevant Acquirers and/or Scheme Owners, the Merchant is not entitled to object, and shall not have the rights set out in this clause.
26. THIRD PARTY RIGHTS
Save as otherwise expressly provided, a person who is not Party to this Agreement shall not have any rights under or in connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Except where this Agreement expressly requires a Party to reasonably (including any provision which does not allow a Party to unreasonably withhold its consent or approval), a Party may exercise any discretion given to it under this Agreement in its absolute discretion and the exercise of that discretion shall not be challengeable on grounds that the Party did not exercise its discretion fairly or reasonably and shall not be subject to the dispute resolution procedures in this Agreement.
28. GOVERNING LAW AND JURISDICTION
This Agreement and any disputes or claims arising out of or in connection with its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the England & Wales law.
The Parties irrevocably agree that the courts of England & Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).
29. HELP DESK AND DEVELOPER SUPPORT
Judo will provide Help Desk and Developer Support Services to respond to customer service and technical enquiries for Judo platform queries.
These services shall be contactable via email and telephone number between 09:00 to 18:00 Monday to Friday, excluding Bank Holidays. For Level 1 incidents we provide 24/7 support via Emergency@Judopay.com
Telephone: +44 203 503 0600
Help Desk Email: Help@Judopay.com
Telephone: +44 203 503 0600
30. SUPPORT ESCALATION MATRIX
Point of Contact: Support Desk
Email Details: Help@Judopay.com
Escalation Timeframe: Incident still within target resolution time
Point of Contact: Account Management
Email Details: CustomerSuccess@Judopay.com
Escalation Timeframe: If incident is not resolved within target resolution time
Point of Contact: Senior Management
Email Details: Urgent@Judopay.com
Escalation Timeframe: If Level 1 or 2 are not resolved within 1hr of target resolution time. Level 3 within 6hrs of target resolution time
Point of Contact: Emergency
Email Details: Emergency@Judopay.com
Escalation Timeframe: If Level 1 or 2 are not resolved within 2hrs of target resolution time. If Level 3 not resolved within 12hrs of transaction time.