THIS NUORDER PLATFORM AGREEMENT (hereinafter referred to as the “Platform Agreement”) is entered into by and between Lightspeed NuORDER Inc. (formerly, NuORDER, Inc.) and its Affiliates worldwide (“NuORDER”) and you effective as of the date on which you complete the Merchant Application (the “Effective Date”).
WHEREAS you entered into a Master Services Agreement with NuORDER which governs your use of the NuORDER Services (the “Master Services Agreement”),
WHEREAS you wish to access and use NuORDER’s third-party payments processing solution – Lightspeed Payments – offered by Lightspeed Payments USA Inc. (the “Payments Services”),
WHEREAS the terms of this Platform Agreement supersede any prior agreement between you and NuORDER with respect to the Payments Services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties to this Platform Agreement hereby agree as follows:
Agreement. This Platform Agreement, together with the Master Services Agreement, the Order Form and Merchant Application shall hereafter be referred to as the “Terms” and shall be read and construed as one document and references in the Master Services Agreement to “this Agreement” shall from the Effective Date (but not for any purposes prior to the Effective Date) incorporate references to this Platform Agreement.
Defined Terms. Terms not otherwise defined in this Platform Agreement shall have the same meanings set forth in the Master Services Agreement.
Payments Processing; Processor. The Payments Services enable you to accept card payments from your customers, manage retail transactions, and receive transactional reporting (i.e., batch reports and settlements) and other business-related services. Our role under these Payment Terms is to provide services that facilitate payment for the goods and services you sell and integrate related transactional data with NuORDER’s software. As such, NuORDER is acting as a service provider that facilitates payments for the goods and services and not a processor. All card payment transactions submitted through the Payments Services are authorized, processed and settled by the applicable processor indicated in Schedule I (“Processor”). You are therefore required to enter into a separate agreement with the applicable Processor for the processing of such payment transactions. By using the Payments Services, you are also agreeing to be bound by the applicable processor agreement indicated in Schedule I (the “Processor Agreement”). In accordance with the foregoing, you understand and acknowledge that NuORDER and Processor share data in connection with the Payments Services.
Your Eligibility; Underwriting Inquiries. To be eligible to use the Payments Services, you must first submit a Merchant Application provided to you by NuORDER and be approved by NuORDER. As part of the application process, you authorize NuORDER to make business and personal credit inquiries (including, obtaining credit reports for your directors, officers, and principals), transaction-verification inquiries, and any other investigations considered necessary or desirable by NuORDER relating to these Payment Terms. You further authorize NuORDER to provide any information and documentation to Processor, including but not limited to, transaction information, product information, financial information, personal information, credit reports, and copies of all other materials in NuORDER’s possession. This authorization will remain in effect during your use of the Payments Services for any on-going inquiries made for risk-monitoring, compliance and account management purposes. NuORDER reserves the right to decline your application for any reason, in its sole and absolute discretion.
Your Account Setup; Changes. Once approved by NuORDER, you agree to promptly set up and enable the Payments Services. You agree that NuORDER and Processor shall be your primary provider of payments processing services and that other payments providers may not be available to you once your Payments Services account is enabled. The Payments Services will be provided in accordance with data formats, methods and protocols determined by NuORDER. NuORDER will not be required to perform any special programming to implement any other system, program, or procedure for you. NuORDER may make changes to the Payments Services at any time in its sole discretion, including but not limited to changes associated with technological developments, legislative or regulatory changes, or the introduction of new services and/or removal of existing ones. You will comply with all time deadlines, equipment and software maintenance and upgrade requirements NuORDER may reasonably impose from time to time.
Unauthorized Practices. You shall not present for processing or credit any transaction not originated as a result of a bona fides transaction between you and cardholder; or any transaction which you know or should know to be illegal, fraudulent or not authorized by the cardholder or the Scheme Rules (as defined below). NuORDER will refer to law enforcement all persons engaging in fraudulent or illegal transactions.
Fees. Processing and related fees will be netted out from settlement of card transactions submitted through the Payment Services. These fees are set out in the Order Form. In addition, NuORDER may deduct any other obligations owed under these Payment Terms from such settlement funds. NuORDER may suspend the Payments Services and stop releasing settlement funds until you pay all fees and other expenses owed or to become owed to NuORDER.
Additional Payments Services.
Onboarding. NuORDER shall provide you onboarding support and troubleshooting services to resolve issues with the Payments Services and your account with Processor.
Compliance with Rules, Policies. Law. You must comply with all applicable rules, regulations, policies, procedures, guidelines and other requirements issued by the Scheme Owners (i.e., Visa, MasterCard and American Express), the PCI Security Standards Council, LLC (“PCI Standards” which shall include, without limitation, the Payment Card Industry Data Security Standards and the Payment Application Data Security Standards) (collectively, “Scheme Rule(s)“). An abridged version of the Scheme Rules may be viewed at each of the respective Scheme Owner websites. NuORDER may, in its sole discretion, suspend your use of the Payments Services to investigate suspicious or unusual activity; NuORDER will have no liability for any losses you may attribute to this suspension. NuORDER may reverse payment card transactions it deems to violate these Payment Terms, the Scheme Rules, laws, or as otherwise required by the Scheme Owners, and you agree to reimburse NuORDER for any such reversals. If any of these Payment Terms conflict with the Scheme Rules, the Scheme Rules will take precedence. NuORDER may, without any liability to you whatsoever, take any action it believes is necessary to comply with any Scheme Rule or legal obligation.
Data Security. You will be solely responsible for the security, quality, accuracy, and adequacy of all transactions and information submitted to or through the Payments Services, and will maintain adequate audit controls to monitor the security, quality, maintenance, and delivery of such data. Without limiting the foregoing, you must at all times remain in compliance with PCI Standards and take all steps necessary to ensure that Customer Data (including but not limited to cardholder data and any other personally-identifiable or sensitive information) is not disclosed, misused, or subject to unauthorized access. If there is an actual or suspected breach of, or unauthorized access to, cardholder data or other personally-identifiable information, you must immediately: (a) notify NuORDER; (b) cooperate with NuORDER’s or Processor’s requests for information; (c) take any action designated by NuORDER or Processor to remedy and/or address the breach; (d) prevent further unauthorized access or use of such information; and (e) comply with all applicable laws, regulations and Scheme Rules.
Reserves. NuORDER may (or cause one of its third party service providers to) at any time at its sole discretion establish one or more reserve accounts (each a “Reserve Account”) in NuORDER’s name and (a) fund such Reserve Account with amounts due to you under these Terms (including but not limited to proceeds from processed transactions); (b) require you to deposit a specified amount into the Reserve Account which you will do within two days of NuORDER’s request; and/or (c) require your to cause your owner(s) to provide a personal guaranty to secure your obligations hereunder. The amount of the Reserve Account shall be the amount NuORDER determines, at its sole discretion, reasonable to cover all anticipated fees, chargebacks, returns, assessments, actual or anticipated liabilities. NuORDER may, without notice to you, set off against or recoup from the Reserve Account, any amounts due to you under these Terms. The Reserve Account will be held by NuORDER past the expiration of these Terms until the later of one hundred eighty (180) days after expiration of these Terms or such time as all actual and potential liabilities as associated with your transactions and use of the Payments Services have been fulfilled by you or otherwise expired. In addition to a Reserve Account, NuORDER may request other forms of security, such as a letter of credit, corporate guarantee and personal guarantees from your owners; You shall promptly comply with any such request.
BY CLICKING “I AGREE” OR “SUBMIT” OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, OR BY ACCESSING OR USING THE PAYMENTS SERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.