SPUKL Financial Services Terms

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Last updated: July 30, 2019

These SPUKL Financial Services Terms are additional terms applicable to the Payment Services, as that term is defined in the Stripe Services Agreement ("Agreement"). Any terms used but not defined in these SPUKL Financial Services Terms will have the meaning provided in the Agreement.

These SPUKL Financial Services Terms constitute a legal agreement between you and Stripe Payments UK Ltd ("SPUKL"), which is formed by SPUKL's offer of these terms to you, your acceptance of these terms, and SPUKL's subsequent provision of services to you in accordance with these terms. In order to use the Payment Services provided through your Agreement with Stripe, you understand that Stripe or SPUKL may enforce any provisions of the Agreement that relate to your use of Payment Services provided in conjunction with SPUKL. SPUKL may also terminate these SPUKL Financial Services Terms at any time, which may limit or terminate your ability to use Payment Services.

These SPUKL Financial Services Terms incorporate, by reference, the terms of the Agreement, except that in each case "Stripe" will be deemed to be a reference to SPUKL, and the application of the incorporated terms will be limited to SPUKL's provision of the Payment Services under this Agreement.

Please note that all other parts of the Services will remain governed by the Agreement between you and Stripe Payments Europe, Ltd.

You must accept all of the terms and conditions of these SPUKL Financial Services Terms to use Payment Services provided by SPUKL. If you do not accept them, you may not use the Payment Services under these SPUKL Financial Services Terms.

Card Network Compliance and Disclosure

a. Important Member Disclosures: SPUKL discloses that:

  • it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under these SPUKL Financial Services Terms;
  • it must be a principal (signer) to these SPUKL Financial Services Terms;
  • it is responsible for educating you on pertinent Visa and Mastercard rules with which you must comply, but this information may be provided to you by Stripe;
  • it is responsible for and must provide settlement funds to you (for further information, see Section 3); and
  • it is responsible for all funds held in reserve.

b. Your Responsibilities: You agree that, at all times throughout the term of these SPUKL Financial Services Terms, you will:

  • comply with cardholder data security and storage requirements;
  • maintain fraud and chargebacks rates acceptable under the Network Rules;
  • review and understand the terms of these SPUKL Financial Services Terms; and
  • comply with the Network Rules.

You may contact SPUKL by using the Contact us section of our website or sending mail to Stripe Payments UK Ltd, 211 Old Street, The Warehouse, 7th Floor, London EC1V 9NR, United Kingdom.

1. Purpose of these SPUKL Financial Services Terms

When your Customers pay you through Stripe, they have the option of paying you through a funding source offered on the Stripe website, including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa Inc. ("Visa") and MasterCard Europe SA ("Mastercard") (collectively, the "Networks") require that you enter into a direct contractual relationship with a member of the Networks.

2. Compliance with Network Rules

Where you use the Payment Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in the Agreement, including the Network Rules applicable to acceptance of Visa and Mastercard branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposits). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of these SPUKL Financial Services Terms. Without limiting the foregoing, you specifically agree to:

a. Only submit transactions authorized by the cardholder;

b. Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Restricted Business;

c. Submit a transaction for the full amount owed by the Customer for the transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

d. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of payment cards, and not discourage the use of one payment card brand over another;

e. Not impose surcharges or taxes (except where permitted by Law) and, where so done, you will only collect such amounts as part of the submitted Charge;

f. Use Networks' logos or marks in a manner permitted by the Network Rules;

g. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules);

h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and PCI PA-DSS (Payment Application Data Security Standard), as applicable, and only use cardholder data as permitted, and will certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data;

i. Audits and inspection of you and your processing activity by the payment card networks and SPUKL. The audits and inspection will include either or both of desktop review and on-site visits;

j. Make clear to Customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptors;

k. Use all reasonable methods to resolve disputes with your Customers, including those resulting in a chargeback, and not attempt to recharge a Customer for the transaction unless authorized by the Customer; and

l. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

3. Authorization for Handling of Funds

You authorize Stripe, as your designated agent, to initiate holds, receipts, and disbursements of settlement funds ("Settlement Funds") on your behalf upon settlement of Charges from the Networks. You also authorize Stripe to instruct SPUKL, on your behalf as your agent, on how and when disbursements of Settlement Funds should be made. SPUKL's obligations to settle funds to you are satisfied upon transfer of the Settlement Funds to you per your explicit request and authorization as your agent. Settlement funds will be held in pooled merchant accounts pending disbursement of the funds to you (or to any applicable recipient that you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including these SPUKL Financial Services Terms. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by SPUKL prior to distribution to the account you designated in your Stripe Account (or to the account of any applicable recipient that you have instructed Stripe to make a distribution to on your behalf), that you have no right to direct SPUKL to distribute settlement funds, and that you may not assign any interest in any funds held by SPUKL. SPUKL may periodically make information available to you through Stripe regarding anticipated funds settlement from the Networks. This settlement information does not constitute or give rise to a deposit or other obligation owed by Stripe or SPUKL to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to access, and have no ownership or other rights in, the Settlement Funds prior to such funds being credited to the account you identified to Stripe (or to the account of any applicable recipient that you have instructed Stripe to make a distribution to on your behalf). Any authorizations set forth in these SPUKL Financial Services Terms will remain in full force and effect until your Stripe Account is closed or terminated.

4. Sharing of Data

a. You authorize Stripe to provide any Data, including User Data or Payment Data, to SPUKL, the Networks, fraud and AML screening agencies and other relevant governmental bodies to (i) provide the services described in these SPUKL Financial Services Terms to you, (ii) comply with legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with legal, Network, or regulatory obligations, SPUKL may provide any Data to law enforcement, Networks, regulators, or other similar authorized third party Data recipients (as the case may be). This authorization is provided in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

b. You agree that you will not (i) use the Payment Data for any purpose other than to support Payment Services, (ii) use the Payment Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Data to anyone other than SPUKL or the Networks (as applicable), or to a government authority in response to a valid government request. Further, you agree that you will at all times comply with the Payment Card Industry Standards ("PCI Standards" including, without limitation, PCI-DSS) with respect to Payment Data and will indemnify and hold SPUKL harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, SPUKL, or Stripe.

c. Stripe's Privacy Policy explains how and for what purposes Stripe collects, uses, retains, discloses, and safeguards the Personal Data you provide to Stripe. You agree to review the terms of the Privacy Policy, which Stripe updates from time to time.

5. Term and Termination

These SPUKL Financial Services Terms will have the same effective date as the Agreement and will continue so long as you use the Payment Services. These SPUKL Financial Services Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services or these SPUKL Financial Services Terms may be terminated at any time by SPUKL upon notice to you.

6. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to SPUKL that you (a) are legally able to enter into these SPUKL Financial Services Terms, (b) you will not use the Payment Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the Payment Services in a manner consistent with the Agreement, including these SPUKL Financial Services Terms, the Documentation, and the Network Rules.

7. Restrictions on Usage

You may not use any Services from, or on behalf of persons or entities in a country embargoed, blocked, or defined by any member state of the European Economic Area or the United States. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other entities located (as defined under applicable law and Network rules) in the European Economic Area.

8. Dispute Resolution

All disputes under these SPUKL Financial Services Terms are subject to the applicable provisions of the Agreement.

9. Waiver

The failure of SPUKL to assert any of its rights under these SPUKL Financial Services Terms will not be deemed to constitute a waiver by SPUKL of its rights to enforce each and every provision of these SPUKL Financial Services Terms in accordance with its terms.