- Introduction and Merchant Onboarding
1.1 This Agreement allows You to accept Cards as a form of payment for transactions using a POS terminal and for this purpose You will make use of the merchant services provided by Hello Finance.
1.2 This Agreement only becomes a binding agreement between You and Hello Finance once:
1.2.1 Your application has been successfully approved by Hello Finance, subject to You meeting Hello Finance’s onboarding requirements which includes credit checks, identity verification and submission of FICA and KYC documentation.1.3 You are obliged to provide Hello Finance with all compliance documents as Hello Finance may request from time to time.
1.2.2 You have taken delivery of a POS terminal and it has been activated by Hello Finance.
In this Agreement the following terms will have the meanings as defined hereunder:
2.1 “Agreement” means this Merchant Agreement including all schedules attached as amended or replaced from time to time;
2.2 “Business Day” means any day which is not a Saturday, Sunday or South African public holiday;
2.3 “Card” means the card/s as listed in the Payment Acceptance: Merchant Application (which may be amended and/or replaced by Hello Finance from time to time);
2.4 “Cardholder” means the person to whom a Card has been issued;
2.5 “Card Issuer” means the bank or any other entity that has issued the Card;
2.6 “Chargeback” means a transaction that is reversed because the Cardholder has successfully disputed the transaction;
2.7 “Custom Rate” means a pre-defined rate agreed upon prior to onboarding which varies from the rates normally advertised;
2.8 “Pending Settlement” means the process during which the funds will be credited to You after all FICA/KYC compliance requirements have been met;
2.9 “Electronic Authorisation” means a facility through which authorisation for a transaction may be obtained from a bank through the POS terminal;
2.10 “Electronic Transaction” means a transaction processed through a POS terminal and which results in the electronic transfer of funds;
2.11 “Laundering” means the process of taking the proceeds of illegal activity and making them appear legal;
2.12 “Operating Manual” means Hello Finance’s instructions to You from time to time.
2.13 “PCI DSS” means the Payment Card Industry Data Security Standards specified by the card associations from in effect from time to time; and
2.14 “POS terminal” means the point of sale terminal and any related POS terminal accessories which Hello Finance has supplied to You;
2.15 “Settlement” means the payment made on any Business Day to You for the total value of all valid Electronic Transactions processed by You less all fees due to Hello Finance;
2.16 “Tiered Pricing Model” means the scale depicting transaction volumes and applicable Transaction Fees in accordance with the transaction volumes. The scale can be accessed on the Hellopay website (www.hellopay.co.za).
2.17 “Transaction Fee” means a percentage/portion of the total value of all card transactions made by You and payable to Hello Finance;
- Accepting Cards for Payments
3.1 You undertake to accept each valid Card that is presented to You by the rightful Cardholder in payment of goods and/or services.
3.2 You agree not to set any minimum limit or maximum limit on transaction values for which You accept card payments. You must, treat purchases by Card in exactly the same way as cash purchases, including charging the same price.
3.3 You shall not accept Cards for the purchase of shares and/or bonds.
3.4 You shall not split Electronic Transactions i.e. You shall not process multiple transactions through a POS terminal for a single sale. An Electronic Transaction processed must represent the full amount of a sale.
3.5 All transactions require prior authorisation from a bank by way of the Electronic Authorisation prior to You permitting the Cardholder to spend on a Card.
3.6 You shall ensure that all of Your employees are duly authorised to perform any Electronic Transaction by way of a POS terminal.
3.7 Each Electronic Transaction performed shall be deemed to be valid and its validity may not be questioned by You.
3.8 You will be liable for and indemnify Hello Finance against any penalty imposed by a Card Scheme and/or Payment Association of South Africa and against any loss, damage or other liability which Hello Finance may incur if You fail to comply with the EMV standards, PCI DSS or any other regulatory requirements.
3.9 Hello Finance 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 caused by events beyond Hello Finance’s control.
3.10 You shall not process a transaction that did not result from a transaction between You and the Cardholder and all such transactions shall take place only in the Republic of South Africa.
4.1 Hello Finance will pay to You the value of all valid Electronic Transactions within 2 (two) business days subject to Pending Settlement which may apply when there are outstanding compliance documents. Settlement will not take place on Sundays and Public Holidays.
4.2 Hello Finance shall be entitled to keep funds back in the case of excessive Chargebacks, bankruptcy, fraud or suspected fraud, Laundering or suspected Laundering.
4.3 Any crediting of Your nominated bank account does not waive or remove Hello Finance’s right to cancel payment of Electronic Transactions by debiting Your nominated bank account with the amount of the relevant invalid Electronic Transaction.
4.4 Settlement will only take place when transactions have been performed and once the total amount to be settled exceeds R 300.00 (three hundred rand).
4.5 Hello Finance is irrevocably authorised to debit Your nominated bank account at whatever bank this is conducted with the following, as set out in the Merchant Application Form above:
4.5.1 A minimum merchant Transaction Fee will be deducted from the transactions’ value prior to settling to Your account.
188.8.131.52 If You are not being charged a Transaction Fee in accordance with a predetermined Custom Rate, Your Transaction Fee will be determined in accordance with our Tiered Pricing Model.
184.108.40.206 The Transaction Fee payable under our Tiered Pricing Model will be determined in accordance with Your monthly transaction volume. A scale depicting transaction volumes and the applicable Transaction Fees can be accessed on the Hellopay website (www.hellopay.co.za).
4.5.2 A daily Settlement fee will be deducted from the total amount being settled daily into Your account.
4.5.3 A Chargeback fee if Your client requests a chargeback from his/her bank with valid reason.
4.5.4 A monthly rental fee per POS terminal.
- Minimum Transaction Volume
5.1 A 2 (two) month grace period applies from the date of sign up in which no minimum transaction volume rules will apply.
5.2 If You are renting a POS terminal from us, after the expiry of the 2 (two) month grace period, You must maintain a minimum transaction volume of R 15 000 (fifteen thousand rand) per month, sufficient to cover the fees charged by us to You in a particular month. Should You fail to meet the minimum monthly transaction volume, a service fee will be deducted from the Settlement amount in accordance with clause 5.4 below. Furthermore, we may, in our sole discretion, suspend our service to You and /or take our POS terminal back from You at any time.
5.3 If You have purchased a POS terminal from us, after the expiry of the 2 (two) month grace period, You must maintain a minimum transaction volume sufficient to cover the fees charged by us to You in a particular month. Should You fail to meet the minimum monthly transaction volume, a service fee will be deducted from the Settlement amount in accordance with clause 5.4 below. Furthermore, we may, in our sole discretion, suspend our service to You at any time.
5.4 If You have obtained a POS terminal from us, whether through rental or purchase, and should You fail to meet the minimum monthly transaction volume (beyond the 2 (two) month grace period), then a service fee in the amount of R 100.00 (one hundred rand) will be deducted from the Settlement amount payable to You, for each month that You fail to meet the minimum transaction volume.
6.1 By presenting an Electronic Transaction for payment to Hello Finance, You warrant the following:
6.1.1 All statements of fact contained therein are true;6.2 You warrant that:
6.1.2 Goods and/or services were delivered or supplied at Your normal cash price and the price contains no extra charges or element of credit whatsoever;
6.1.3 The said Electronic Transaction between You and the Cardholder is legal;
6.1.4 There has been proper compliance by You with all the terms of this Agreement and the Operating Manual;
6.1.5 You have not attempted to limit Your liability by asking or requiring Cardholders to waive their dispute rights;
6.1.6 You indemnify Hello Finance against any claim or liability that may arise from a dispute between You and the Cardholder about the supply and/or delivery of goods and/or services. You have and You shall provide evidence, that satisfies Hello Finance, that the debiting of the Cardholder’s account was authorised by the Cardholder; and
6.1.7 You actually supplied the goods and/or services referred to in Electronic Transactions, to the Cardholder.
6.2.1 Your source of funds is from Your business, for which business you will be using the merchant services provided by Hello Finance.
6.2.2 You will continuously comply with PCI DSS and all obligations relating to data security, data compromises and the steps necessary to demonstrate compliance with PCI DSS. You can access full details of the applicable obligations and processes at the PCI DSS website (http://www.pcisecuritystandards.org).
6.2.3 You will continuously comply with the Operating Manual.
6.2.4 You are not a payment service provider.
6.2.5 You have never contracted with Visa and/or Mastercard which contract was terminated at the direction of Visa and/or MasterCard or at the direction of any regulatory authority or court of law.
6.2.6 should Your turnover pursuant to this Agreement exceed the limits set by Visa and PASA being USD 100 000 and R 1 600 000 per annum respectively, You will take all reasonable steps to establish a direct relationship with any acquiring bank.
- 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;7.2 Hello Finance may, in its sole discretion, choose to treat any of the abovementioned Electronic Transactions as valid but without prejudice to Hello Finance’s right in any following Electronic Transaction to treat any defect of a similar kind as invalid.
7.1.2 the Electronic Transaction does not comply with any warranty contained in clause 5 above;
7.1.3 a mutilated, defaced, blank or illegible Card was accepted;
7.1.4 You do not present the Electronic Transaction within the agreed period;
7.1.5 at the time when the Electronic Transaction 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 the goods; and
7.1.7 You accepted a chip Card, but You processed the transaction using the magnetic stripe data or by making a manual card detail entry;
7.1.8 the Cardholder has tendered a card but no signature appears on the sales voucher or POS terminal generated receipt;
7.1.9 the Cardholder has tendered a Card but the signature which appears does not correspond with the signature on the Card;
7.1.10 the sales voucher or POS terminal generated receipt is different from the copy You gave to the Cardholder;
7.1.11 the sales voucher or POS terminal generated receipt is materially incomplete;
7.3 In the case of an invalid Electronic Transaction as set out above, Hello Finance has the right to Chargeback the said Electronic Transaction back to You.
8.1 If a Cardholder returns the goods to You and You refund the Cardholder, You may only use a credit voucher that Hello Finance has approved, or You must complete a POS terminal refund transaction.
8.2 You may not make a cash refund to a Cardholder.
8.3 You must get the signature of the Cardholder on the credit voucher or POS terminal generated receipt.
8.4 You must give a copy of the credit voucher or POS terminal generated receipt to the Cardholder.
8.5 You must present all credit vouchers to Hello Finance or post the value of the POS terminal generated receipt within 3 (three) business days from the date of a transaction.
8.6 You must retain copies of all credit vouchers and POS terminal generated receipts for a period of at least 180 (one hundred and eighty) days.
- Debiting of Your account
9.1 You authorise Hello Finance to debit Your nominated bank account as set out in the Merchant Application with the following:
9.1.1 the value of reversals of invalid sales vouchers or invalid POS terminal generated receipts;9.2 If the debit order for the fees is rejected, You agree and acknowledge that the payment of these fees will be dealt with on net settlement basis. You agree to notify Hello Finance immediately in writing if Your bank account details change.
9.1.2 the amount of the merchant service fee for all card payments;
9.1.3 a rental fee (charged for a full month, irrespective of the day on which it is installed);
9.1.4 any refund due to a Cardholder which You do not pay;
9.1.5 any overpayments due to clerical or electronic errors made by either party;
9.1.6 the value of transactions which a Cardholder disputes with Hello Finance;
9.1.7 the total value of sales vouchers and/or batches of electronic transactions lost because You did not provide Hello Finance with valid merchant’s copies within 14 (fourteen) business days of being requested to do so [on the understanding that You must retain copies of all credit vouchers and POS terminal generated receipts for a period of at least 180 (one hundred and eighty) days]; and
9.1.8 interest on any amount which is due and not paid, calculated using prime interest rate as set by the South African Reserve Bank. Interest is calculated from the date on which You should have paid Hello Finance to the date on which You actually pay Hello Finance the overdue amount.
9.3 You are responsible for all banking costs in respect of all amounts payable in terms of this clause.
9.4 You will pay the administration fee for each payment due by You to Hello Finance which is returned unpaid by Your bank.
9.5 You will pay the reasonable administration fee, as determined by Hello Finance in its sole discretion, for clerical errors associated with incorrectly presented sales vouchers and as may be advised from time to time on Your statements.
9.6 You will pay the call-out fee, as determined by Hello Finance in its sole discretion, should Hello Finance find out that Your POS terminal is malfunctioning because You or any of Your employees maltreated, neglected or operated this POS terminal badly.
9.7 The amounts payable in terms of this clause are subject to exchange rate variations, where applicable.
9.8 VAT will be payable on all fees referred to in this clause, where applicable.
10.1 In some circumstances the Card Issuer will have the right under the Scheme Rules to refuse to settle a transaction or to seek a reimbursement of a transaction which has already been settled.
a) if Hello Finance has not yet paid You with respect to that transaction, Hello Finance will not be required to pay You with respect to that transaction; or
b) if Hello Finance has already paid You with respect to that transaction, You will have to pay it back to Hello Finance.
9.2 This is referred to as “Chargeback”. This is the case even where the transaction has been authorised and where You send Hello Finance information about a transaction which is not a valid transaction but which has been processed by Hello Finance as a transaction. If You have to pay Hello Finance back for a Chargeback such amount will be a debt from You to Hello Finance which You will owe immediately and You agree that Hello Finance is entitled to deduct the relevant amount from Your bank account.
- Fraudulent transactions
11.1 In this clause the term “fraudulent transactions” means any transaction which, in terms of the common law or statute, would constitute fraud (irrespective of whether Hello Finance provides You with an authorisation code number or not).
11.2 Hello Finance is entitled to debit any of Your bank accounts at any time with the value of all fraudulent transactions which You deposit or post electronically.
11.3 Hello Finance reserves the right to end this Agreement immediately if You perpetrate fraud or Hello Finance reasonably suspects that You or Your employee/s have perpetrated fraud.
- Disclosure of information
12.1 You must tell us in writing and in advance if for whatever reason:
12.1.1 the owners of Your business (indicated on the Merchant Application form) change;12.2 You must inform Hello Finance of any previous merchant agreements You concluded with other financial institutions including any restrictive conditions contained in those agreements and the reasons why You ended those agreements. This is so that Hello Finance can properly evaluate, assess and approve Your application. You consent to and authorise Hello Finance to investigate Your previous merchant agreements.
12.1.2 the classification of Your business changes; or
12.1.3 there is any other material change in the nature of Your business. If the nature of Your business changes to include providing gaming, gambling or pornography or related infrastructure or services, this change will be regarded as a material change for the purposes of this Agreement.
12.3 You may not give Cardholder account information to third parties except as required by law. You shall keep all material on which account numbers and signatures of Cardholders appear, in a safe and secure area that only authorised personnel may access. All material that You wish to dispose of must first be destroyed in a way that makes it unreadable before You dispose of it.
12.4 You consent to Hello Finance disclosing information about You to any Card Scheme or other financial institution for use in any fraud prevention schemes they may set-up, including the National Merchant Alert Service, the Merchant Performance Reporting Service and the Member Alert to Control High Risk (Merchant) System. This is to assist Hello Finance and these financial institutions to identify merchants who are or may become involved in, amongst other things, fraud or suspected fraud, and in Hello Finance and their efforts to prevent fraud.
12.5 If You do not comply with this clause, Hello Finance will immediately suspend Your access to the POS service, report You to the relevant authorities, and end this Agreement.
- Point of Sale (POS terminal) Equipment
13.1 If Hello Finance supplies You with a POS terminal, You must pay Hello Finance the fee as set out in the Merchant Application, unless You have made an outright purchase of the POS terminal from Hello Finance. We may change the fee at any time.
13.2 Hello Finance will at all times own all POS terminals which Hello Finance supplies to You in terms of this Agreement. If You rent the premises from which You are trading and at which You keep any of Hello Finance’s POS terminals, You must inform Your landlord in writing that Hello Finance is the owner of the POS terminals.
13.3 You will be liable to Hello Finance if You damage or lose a POS terminal or if a POS terminal is stolen. You must notify Hello Finance immediately by email if a POS terminal is stolen or if You damage or lose any of Hello Finance’s POS terminals.
13.4 When this Agreement ends (for whatever reason), You must immediately return all Hello Finance’s POS terminals which it has supplied to You. You must notify Hello Finance by email that You have returned one or more of its POS terminals.
13.5 You may under no circumstances move a POS terminal from one sales outlet to another without Hello Finance’s written permission in advance.
13.6 Concerning the merchant supervisor function:
13.6.1 You must make sure that only Your employees whom You have authorised to do so, will perform the merchant supervisor function.13.7 A POS terminal carries a 6 month warranty from date of purchase which warranty excludes loss, theft and/or damage of the POS terminal in Your possession.
13.6.2 You will be responsible for all transactions and for any error and/or fraud committed by any of Your employees or anyone who uses the merchant supervisor function.
13.8 If You are renting a POS terminal from us and the POS terminal is lost, stolen and/or damaged a penalty fee, per POS terminal per event of loss, will be charged to You. Upon receipt of payment of the penalty fee we may, in our sole discretion, allocate a replacement rental POS terminal to You.
13.9 If You have purchased a POS terminal from us and the POS terminal is lost, stolen and/or damaged a new POS terminal will need to be purchased by You. Loss, theft and/or damage of the POS terminal is excluded from the warranty set out above.
14.1 Hello Finance has the right to conduct physical inspections and investigations at Your premises or at any other place that Hello Finance may consider relevant to the investigation while handling claims of Cardholders and when suspected fraud is investigated. If Hello Finance suspects any irregularities during such investigations, Hello Finance shall have the right to deactivate Your POS terminal.
- Monthly Statements
15.1 You shall raise any query about the correctness or any other aspect of any entry on Your account within 30 (thirty) days from the date on which such entry appeared on Your statement relating to Your current account.
- Personal Information
16.1 You consent to us using and keeping Your personal information, on an ongoing basis, for the following purposes:
16.1.1 Legal and Regulatory Compliance;16.2 You can opt-out of or change Your marketing consent at any time by contacting us via email.
16.1.2 Crime prevention;
16.1.3 Credit risk;
16.1.5 Research; and
16.1.6 Internal reporting and approval
- We check and verify your information
17.1 We must comply with applicable laws to prevent criminal activities, laundering, terrorist financing and prohibited business activities, we must therefore check all information from and about You on an ongoing basis. This may cause some delays in transactions that You make. Based on Your information we may terminate this Agreement with You without warning.
17.2 We are not responsible for any losses or damages that You suffer because of these checks nor by us terminating this Agreement.
- PCI DSS – Compliance
18.1 You agree to the following:
18.1.1 That You will not copy or store any customer card data in any form whatsoever;
18.1.2 That You will under no circumstances tamper with or attempt to open the POS terminal;
18.1.3 That You will inspect the POS terminal from time to time and that if You detect any evidence of tampering with the POS terminal, You will immediately inform Hello Finance and furthermore that You will not attempt to tamper with or open a POS terminal Yourself;
18.1.4 That You will ensure that You know the whereabouts of the POS terminal supplied to You at all times and that in the event of one being lost, You will immediately inform Hello Finance;
18.1.5 That You will return all POS terminals in Your possession to Hello Finance for the deactivating should You wish to deregister as a merchant.
19.1 If a party commits a breach of any material provision of this Agreement and does not remedy this breach within 14 (fourteen) days after receiving written notice from the other party asking it to do so, then the wronged party will have the right, without prejudice to its other rights in law, to cancel this Agreement immediately or to claim specific performance of all the defaulting party’s obligations whether or not these obligations have fallen due for performance, in either event without prejudice to the wronged party’s right to claim damages.
- Dispute resolution
20.1 If any dispute arises between the parties about in relation to this Agreement, this dispute will, unless the parties resolve it, be referred to and be settled by arbitration in terms of the rule of the Arbitration Foundation of Southern Africa.
20.2 This clause will not stop a party from obtaining urgent interim relief from a court of competent jurisdiction pending the decision of the arbitrator.
20.3 Any arbitration shall take place in Pretoria and the Parties consent to the exclusive jurisdiction of the courts in Pretoria.
21.1 This Agreement shall be valid from the date on which it was signed by the last party signing. It will remain valid for an indefinite period until You end it by giving us 30 days’ written notice, subject to the provisions of this Agreement. We may cancel this Agreement, for any reason and at any time, on notice to You.
22.1 By signing this document, You are agreeing that You 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 in lieu of using paper documents.
22.2 Hello Finance may, in its sole discretion, alter and/or vary the terms of this Agreement on notice to You. No waiver by Hello Finance shall be of any force or effect unless such waiver has been given in writing.
22.3 Any relaxation or indulgence or extension of time granted by Hello Finance to You will not constitute a novation or waiver of any of Hello Finance’s rights against You.
22.4 If You have already entered into a merchant agreement with Hello Finance, this agreement shall take precedence and prevail over the previous Agreement if there is any conflict between the two agreements.
22.5 You may not cede (transfer), delegate or assign any of Your rights or obligations under this Agreement.
23.1 The parties choose as their respective domicilia citandi et executandi for all purposes, their respective addresses set out in this Agreement.
23.2 Any party may change its domicilium to any other physical address within the Republic of South Africa by giving written notice to that effect to the other.
23.3 Notice given by one party to the other will be presumed to have been received by the other party if delivered by hand during normal business hours at the other party’s domicilium at the time of delivery.