Excellerate Technologies terms and conditions agreement
The Parties
Excellerate Technologies (Pty) Ltd t/a Excellerate Convenience
(2023/541389/07)
“Hereinafter referred to as Excellerate Technologies”
And
Auto filled from the info page
Company name
Reg number
“Hereinafter referred to as the Client”
2. Process
2.1 Each application is subject to Excellerate Technologies standard credit checks and regulatory procedures.
2.2 This agreement allows the Excellerate Technologies to accept payments on behalf of the client for all transactions that are done through the online platform.
2.3 This agreement only becomes binding to the parties once
2.3.1 The client has been successfully been registered for the service;
2.3.2 The client has loaded all the products as well as prices on the system;
2.3.3 The client meets Excellerate Technologies standard credit checks and regulatory processes (including but not limited to, FICA and KYC requirements)
2.4 The client is obligated to provide Excellerate Technologies with all compliance documents as required from time to time.
3. Definitions
In this agreement the following terms will have the meanings as set out next to them unless inconsistent with or otherwise indicated by the context:
3.1 Card – Means the card(s) that are used to process all financial transactions;
3.2 Cardholder – means the person to whom a card has been issued;
3.3 Card issuer – Means the bank or any other entity that issues a card valid or intended to be used for financial transactions;
3.4 Charge back – means a transaction that is reversed because the cardholder has successfully disputed the transaction;
3.5 Delayed settlement – Means the process during which the funds will be credited to you after all FICA/KYC compliance requirements have been met;
3.6 Electronic authorisation function – means a facility through which authorisation for a transaction may be obtained from a bank through the payment gateway which leads to electronic transfer of funds;
3.7 Floor limit – means the total value which a client may allow a cardholder to spend on a card at any one time without prior authorisation from a bank;
3.8 Laundering – means the presentation of sales vouchers that did not result from an act between the client and a cardholder;
3.9 Settlement - means the payment to the client of the total net value of valid electronic transactions made by the client in a business day less fees;
3.10 Transaction fee – means a portion of the total value of all card transactions made on behalf of the client and payable to Excellerate Technologies;
4. Honouring of cards
4.1 You undertake to accept each valid card that is presented to you by the rightful cardholder in payment for goods and services.
4.2 You undertake to supply the goods and/or services at a price that is compliant with all regulations that may apply to the client from time to time.
4.3 You may not accept or process cards on the platform for the purchases of shares bonds or stock.
4.4 Excellerate Technologies shall pay the client the value of all goods and or services that the client supplies after an electronic transaction on condition that delayed settlement will apply where there are outstanding compliance documents. Excellerate Technologies shall be entitled to keep funds back in the case of excessive chargebacks, bankruptcy, fraud or suspected fraud, laundering or suspected laundering.
4.5 Excellerate Technologies is authorised to deduct from the full amount payable to the client the following charges:
4.5.1 A transaction fee equal to R3.50 (excluding VAT) per transaction completed through the platform, if the cardholder requests a charge back from his/her back with valid reason.
5. Presentation for payment
5.1 The client shall not process a transaction that did not result from a transaction between the client and the cardholder. All such transactions shall take place only in the Republic of South Africa.
5.2 Excellerate Technologies will credit or debit the nominated bank account with the total net amount of electronic transactions presented for payment on condition that delayed settlement and/or no settlement (as determined by Excellerate Technologies) will apply when there are outstanding compliance documents.
5.3 Any crediting of the clients nominated bank account does note waive or remove Excellerate Technologies right to cancel payment of electronic transactions by debiting the nominated bank account with the amount of the relevant invalid transaction.
6. Warranties
6.1 By presenting an electronic transaction for payment to Excellerate Technologies for payment, the client warrants the following:
6.1.1 All statements of fact contained therein are true;
6.1.2 Goods and/or services were delivered or supplied at normal cash price in instances where there are regulations on certain products or services;
6.1.3 The said electronic transaction between the client and cardholder is legal;
6.1.4 Thee has been proper compliance by the client with all terms of this agreement;
6.1.5 The client indemnifies Excellerate Technologies against any claim or liability that may arise from a dispute between the client and the cardholder about the supply and or delivery of goods and services. The client shall provide evidence to Excellerate Technologies that the debiting of the cardholder’s account was authorised by the cardholder.
7. Invalid Transactions
7.1 An electronic transaction will be invalid if:
7.1.1 The begin date on the card has not yet been reached or the card has expired;
7.1.2 The electronics transaction does not comply with any warranty contained in clause 6 above;
7.1.3 A mutilated, defaced, blank or illegible card was accepted;
7.1.4 The client does not present the electronic transaction within the agreed period
7.1.5 At the time the electronic payment was done, any term of this agreement had been or was being violated
7.1.6 The supplied goods and/or services paid for by the cardholder were received broken, defective, incomplete or otherwise not suitable for the purpose for which they were sold and the cardholder returned for the goods.
7.1.7 Excellerate Technologies may in its sole discretion, choose to treat any of the abovementioned electronic transactions as valid by without prejudice to Excellerate Technologies right in any following electronic transaction to treat any defect of a similar kind as invalid.
7.2 In the case of an invalid electronic transaction as set out above, Excellerate Technologies has the to chargeback the said electronic transactions.
8. Refunds
8.1 If the purchase price of the goods is to be refunded to the cardholder or if the client allows an adjustment of the purchase price, you shall process the refund in the prescribed manner.
8.2 The client cannot make a cash refund to a cardholder.
8.3 The client must provide an SMS or e-mailed version of the credit voucher to the cardholder.
8.4 The client must present such credit voucher to the cardholder within two (2) business days.
8.5 The client shall keep a copy of the credit voucher for a period of at least 180 days.
9. Provisions relating to electronic transactions
9.1 The client and the cardholder shall be responsible for any charges or extra charges by an cellular service provider or other governmental or non-governmental body that has authority to control the use of any connections required for the proper functioning of the e-commerce website.
9.2 Excellerate Technologies shall not be liable for any damage, network breakdown, system failure, or equipment malfunction or damage to facilities caused by power failures or similar events or loss or damage beyond Excellerate Technologies control and or the fact that the client and the cardholder are not able to gain access to the mobile networks or to utilise them.
9.3 You shall ensure that all for your employees who are duly authorised to do so, shall be properly trained to perform any electronic transaction.
9.4 Each electronic transaction performed shall be deemed to be valid.
9.5 The client shall be responsible for any error occurring or fraud or laundering committed through the use of the website.
10. Debiting of the clients account / deductions from the total amount due to the client
10.1 Excellerate Technologies has the right to debit the bank account or deduct from the amount due to the client with:
10.1.1 The value of the reversals of invalid electronic transactions and the value of chargebacks.
10.1.2 Any refund due to a cardholder and not processed or rectified by the client.
10.1.3 Any overpayments due to clerical or electronic errors made by either party.
10.1.4 The value of transactions about which a disagreement exists as raised by a cardholder. Excellerate Technologies shall have a right of full recourse to the client should any dispute arise between the client and the cardholder.
10.1.5 Interest at any banking institutions prime overdraft rate payable by the client to Excellerate Technologies on any amount due.
10.1.6 Any charges incurred as a result of any abuse, misuse or authorised use of the service and or any damaged incurred as a result of your failure to comply with any provision contained in the Agreement, as well as for any charges incurred as a result of the loss or theft of the device used to carry out transactions or orders.
10.2 The client hereby authorises Excellerate Technologies to use and deliver payment instructions to their respective banker for collection against the clients account at the bank as specified in t payment acceptance merchant application on condition that the sum of such payment instructions will not differ from obligations as agreed to in the Excellerate Technologies payment merchant application.
10.2.1 The individual payment instructions so authorised must be issued and delivered on the date when the obligation in terms of this agreement is due and the amount of each individual payment instruction may not differ as agreed to in terms of Excellerate Technologies payment acceptance merchant application.
10.2.2 The client agrees that the first payment instruction will be issued and delivered on either the date that a transaction chargeback, refund or payment adjustment is actioned. Alternatively if applying for additional services from Excellerate Technologies the relevant payment instruction will be issued regularly on the 1st of each month.
10.2.3 If however, the date of the payment instruction falls on a non-processing day (public holiday or weekend) the client agrees that the payment instruction may be debited against the account on the following business day; or subsequent payment instructions will continue to be delivered in terms of this authority until the obligations in terms of the agreement have been paid or until this authority is cancelled by the client giving notice in writing of not less than sixty (60) days.
10.2.4 The client acknowledges that all payment instructions issued by Excellerate Technologies shall be treated by the bank as specified in the Excellerate Technologies payment acceptance application.
10.3 The client will pay all debits upon presentation and they will be responsible for the costs of any debits drawn by Excellerate Technologies.
10.4 The client will pay an administration fee for each payment due to the client by Excellerate Technologies, which is returned unpaid by a bank.
10.5 The client will pay an administration fee for clerical errors that occur because Electronic Transactions were incorrectly processed as my be stated from time to time on the merchant statement.
10.6 The client hereby irrevocably authorises Excellerate Technologies to debit the clients nominated bank account with any of the amounts stated in clause 4 and its sub clauses as well as clause 10 and it sub clauses and clause 11 and its sub clauses. The client undertakes to immediately inform Excellerate Technologies in writing of any changes to bank account details.
11. Fraudulent Transactions
11.1 In this clause “Fraudulent Transaction” means any transaction which would be fraud or laundering (regardless of whether an Electronic Authorisation Function code number has been issued to the client) in terms of common law or statute. This includes, without limitation, any purchase and/or transaction made by anyone who is not the authorised cardholder, or someone authorised by the cardholder or the use of a card which has not been issued by a bona fide (good faith or authorised) card issuer.
11.2 The client shall not process electronic transaction that they know or should have known are fraudulent transactions or unauthorised by the cardholder. The client agrees that they shall be responsible for the action of their employees at all times.
11.3 Excellerate Technologies has the right to debit the client’s bank account at any time with the value of all fraudulent transactions posted by or on behalf of the client.
11.4 Excellerate Technologies shall be entitled to and hereby reserves the right to immediately end this agreement if fraud is committed by the client or any fraudulent transaction is posted by the client.
11.5 If Excellerate Technologies terminates this agreement due to confirmed suspicion of processing of fraudulent transactions, the client will be required to remove any information or marketing information relating to Excellerate Technologies.
12. Disclosure of Information
12.1 The client must inform Excellerate Technologies in advance of any material change in the nature of the business and/or ownership of the business as indicated on the application form.
12.2 The client has a duty to inform Excellerate Technologies about any previous similar agreements that have been concluded or attempts to conclude any such similar agreements with any financial institutions including, without limitation, any restrictive conditions applicable to and/or the reasons for cancellation of any of those merchant agreements. You hereby authorise Excellerate Technologies to investigate previous merchant agreement applications.
12.3 The client may not give a cardholder their account information to 3rd parties except as required by law. The client shall keep all material on which account numbers in a safe and secure area that only authorised personnel may access. All material that the client wishes to dispose of must first be destroyed in a way that makes it unreadable before it is disposed of.
12.4 Excellerate Technologies may give information about the client to VISA International Service Association, MasterCard International Incorporated and other financial institutions. Excellerate Technologies may use this information in any fraud prevention schemes which may be set up.
12.5 By signing this agreement you give Excellerate Technologies the right to conduct physical inspections at the client’s premises or at any other place that Excellerate Technologies may consider relevant to the investigation while handling claims of cardholders and when suspected fraud is investigated. If Excellerate Technologies suspects any irregularities during such investigations, Excellerate Technologies shall have the right to deactivate services.
13. Accounts
13.1 The client shall raise any query about the correctness or any other aspect of any entry on their account within 30 days from the date on which such entre appeared on the statement relating to the client’s account.
14. Breach
14.1 If a party commits a breach of any material provision of this agreement and does not remedy this breach within 14 days after receiving written notice from the other party asking them to do so, then the wronged party will have the right, without prejudice to its other rights in law, to cancel this agreement or to claim specific performance of all the defaulting party’s obligations whether or not these obligations have fallen due to performance of all the defaulting party’s obligations whether or not these obligations have fallen due to performance, in either even without prejudice to the wronged party’s right to claim damages.
15. Resolution of disputes
15.1 If any dispute arises between the parties about the interpretation or application, the dispute will, unless the parties resolve it, be referred by arbitration in terms of this clause.
15.2 Any party to this agreement may demand than a dispute be settled in term of this clause by giving written notice to the other party.
15.3 This clause will not stop a party from obtaining urgent interim relief from a court of competent jurisdiction pending the decision of the arbitrator. The arbitration will be held:
15.3.1 In Johannesburg;
15.3.2 With only the legal and other representatives of the parties to the dispute present;
15.3.3 According to the formalities and procedures decided on by the arbitrator and may be held in an informal and summary manner, on the basis that it will not be necessary to observe or carry out the usual formalities or procedures, pleadings and discovery or the strict rules of evidence, as the intention is that the arbitration will be held and completed as soon as possible; and
15.3.4 On the basis that the arbitrator will have the right to settle the dispute according to what he / she considers to be just and equitable in the circumstances.
15.4 The following arbitrators will be acceptable to both parties. If the matter in dispute is principally;
15.4.1 A legal matter, a practicing attorney or advocate of Durban of a least 15 years standing
15.4.2 An accounting matter, a practising chartered accountant of Durban of at least 15 years standing;
15.4.3 Any other matter, any independent and suitably qualified person
16. Duration
16.1 This agreement shall be valid from the date on which it was signed by the client. It will remain valid for an indefinite period until one of the parties ends it by giving the other party 60 days written notice.
17. General
17.1 By signing this document, the client agrees that they have reviewed the above consumer disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures or by clicking a button that confirms that the client agrees to the terms of this agreement in lieu of using paper documents.
17.2 Unless this agreement states differently, no alteration of this agreement shall be of any force or effect unless all parties have agreed on and signed same, and no waiver by any party shall be by any force or effect unless such party has given such waiver in writing.
17.3 Any relaxation or indulgence or extension of time granted by Excellerate Technologies will not constitute a novation or waiver of any rights against the client.
18. Domicilia and notice
18.1 The parties chose as their respective domicilia citandi et executanding (each a “domicilium”) for all purposes, their respective addresses set out in the payment merchant application form.
18.2 Any party may change it domicilium to any other physical address within the Republic of South Africa by giving written notice to that effect to the other.
18.3 Any notice given by one party to the other “addressee” which:
18.3.1 is delivered by hand during normal business hours at the addressee’s domicilium will be presumed to been received the addressee at the time of delivery;
18.3.2 is posted by prepaid registered post to the addressee’s domicilium, will be presumed to have been recived by the addressee on the 7th day after the date of posting
18.3.3 is faxed to the addressee’s fax number will be presumed to have been received by the addressee on the date of transmission thereof.