These Terms and Conditions form a legal agreement (the “Agreement” or “BritePay Terms”) between you, as either a sole proprietor or the authorized representative of a business, corporation or other legal entity (referred to as the “Merchant”, “you”, or “your”), and Alugo Technologies Limited T/a BriteBiz & BritePay (“BriteBiz”, "BritePay", “we”, “us”, or “our”).
The BritePay service (“BritePay Payments” or the “Payments Services”) is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
Under the separate BritePay Platform Terms of Service (the “BritePay Platform Terms”), BritePay Inc. provides you with CRM and business management platform, (collectively, the “BritePay Platform Services”). The BritePay Platform Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.
BritePay Limited is not a bank, payment institution, or money services business. Rather, it acts as the provider of the BritePay Platform Services as outlined in the BritePay Platform Terms, and the Payment Services described in this Agreement.
The Processor is Stripe Payments Europe, Ltd., organized under the laws of Ireland, which is a technical services provider and may offer the services as an agent of one or more financial institutions in Ireland (each, a “Financial Services Provider”).
The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the Ireland Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.
BritePay is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”).
We reserve the right to change the Processor, in accordance with the terms of our agreement with the current Processor. If there is any conflict between this Agreement and the Processor Terms, the terms of this Agreement will take precedence—except where the conflict relates specifically to Payment Processing or the Processor Account, in which case the Processor Terms will govern.
The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions" or “CNP Transactions”). Where applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions" or “CP Transactions”), as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.
You must be trading as a bona fida business - either as an individual or as a company.
BritePay hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Payments Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Payments Services or other intellectual property rights except the limited License of use set out above.
You agree not to: (i) allow any third party to access the Payments Services admin interface (the “BritePay Admin”), except as expressly permitted by this Agreement, or to perform Transactions; (ii) create derivative works based on the Payments Services; (iii) copy, frame, or mirror any part of the Payments Services content, except where necessary for your internal business operations; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to uncover the source code or trade secrets of the Payments Services; or (v) use the Payments Services to develop or support a competing product or service.
You are solely responsible for obtaining your customers’ consent for each Transaction—whether one-time or recurring—in accordance with all applicable laws and the rules of Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc., Visa International (together, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express, and any other applicable card networks (collectively, the “Payment Networks”) (the “Payment Network Rules”).
The Payments Services support most Payment Network Cards, including credit, debit and digital bank transfer (eg ACH, SEPA, BACS & BECS direct debit). You assume sole and exclusive responsibility for the use of the Payments Services. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of customers and of the eligibility of a presented Card used to purchase your products and services, and BritePay does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back (see section D5 below). You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. BritePay or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.
You are solely responsible for determining the applicability of any taxes (“Taxes”) related to the sale of your goods or services and any payments you receive through your use of the Payments Services. It is entirely your obligation to assess, collect, report, and remit the appropriate Taxes to the relevant tax authorities, whether in your customers’ jurisdictions, your own, or any other. BritePay has no obligation to determine whether Taxes apply to your Transactions, nor to calculate, collect, report, or remit any Taxes on your behalf. However, if BritePay does collect and remit Taxes for any Transaction, we may, at our sole discretion, calculate and deduct—or instruct the Processor to deduct—the applicable amounts from any accounts linked to your BritePay Account, including your Processor Account or Reserve Account, and remit those amounts to the appropriate tax authority. BritePay also reserves the right, but not the obligation, to prepare and submit tax-related reports to relevant tax authorities where it deems such reporting necessary. You agree to indemnify and hold BritePay harmless from any and all liabilities relating to Taxes or tax filings BritePay may undertake. Additionally, you consent to receive all tax-related communications and documentation from us electronically.
BritePay will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Payments Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but BritePay will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of Cards through the Payments Services.
We implement commercially reasonable administrative, technical, and physical safeguards to protect the personal information of you and your customers stored on our servers from unauthorized access, accidental loss, or alteration. However, BritePay cannot guarantee that these measures will be completely effective or that unauthorized third parties will never gain access to such information or misuse it.
If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible Card. You will provide an informational slip or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.
BritePay permits you to impose a surcharge on your customers to offset credit card processing fees. You are solely responsible for determining whether such surcharging is permitted under the applicable laws and regulations of your jurisdiction, including but not limited to those of your state, province, or country. BritePay disclaims any and all liability arising from or related to your use of surcharging, including any claims, damages, fines, or penalties resulting from the improper or unlawful application of surcharges to your customers. You agree to indemnify and hold BritePay harmless from any such liability.
You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide BritePay with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
If BriteBiz believes that a security breach, personal data breach, or other compromise of data may have occurred, BriteBiz may require you to have a third-party auditor that is approved by BriteBiz conduct a security audit of your systems and facilities and issue a report to be provided to BritePay and, at BritePay ’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.
Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, and the Processor’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are hereby incorporated into this Agreement. BritePay ’s Privacy Policy and the Processor’s Privacy Policy contain important information about the collection, use, retention, and disclosure of personal information, as well as other important matters, and explains how and for what purposes we and the Processor collect, use, retain, disclose and safeguard the information you provide to us. You agree that BritePay ’s Privacy Policy and the Processor’s Privacy Policy may be modified at BritePay ’s or the Processor’s option, if necessary, and you will check each Privacy Policy on a regular basis. You also acknowledge that the Processor is required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard (“MATCH List”) maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules. Additionally, you agree that BritePay ’s collection, use, retention, and disclosure of personal information is subject to our Data Processing Addendum.
We will at all times comply with the provisions of applicable data protection law, including the EU General Data Protection Regulation (“GDPR”), as applicable. If we process any of your personal data when performing our obligations under this Agreement, we will do so as a “data controller”, as defined by the GDPR. If we process any Cardholder Data on your behalf, we and you both agree that it is our intention that you shall be the “data controller” and we shall be the “data processor” in relation to that data, as those terms are defined in the GDPR. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time. Additionally, you acknowledge that the Processor acts as a “data controller”, or as otherwise agreed between you and the Processor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.
We will notify you (within a reasonable time frame) if we receive a request from a person to have access to, or to erase that person’s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements, as permitted by the GDPR.
We will provide reasonable cooperation and support in connection with any complaint or request relating to personal data that we process on your behalf. This includes sharing the details of the complaint or request with you, assisting you in responding to any data subject access requests within the timeframes required by applicable data protection laws, and supplying any relevant personal data we hold about the individual making the request or complaint within a reasonable period.
You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Cardholder Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.
You consent to the exchange of your information between the account you have established through the BritePay Platform Services and the Payments Services established under this Agreement. BritePay will commingle such accounts and refer to them together in this Agreement as the “BritePay Account”.
Where a data subject is located in the U.K. or the European Economic Area that data subject's personal data will be processed by BritePay International Limited, in accordance with our Privacy Policy. As part of providing the Payments Services, this personal data may be transferred to other regions, including to Canada and the United States. Additionally, in order to process, use, record, and disclose your personal information, information related to your business, and Data, we or our agents may transfer such information to and receive it from the Processor, its Financial Services Provider, or their respective agents and, in so doing, we may transmit or possess it outside of your jurisdiction.
Additionally, in order to provide the Payments Services, we use a variety of third party “sub-processors” that fall into many broad categories—for example, we use sub-processors to help us: (i) protect you and BritePay from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of the Payments Services (e.g., third parties that work with us to actually process credit card payments or conduct any shipping); (iv) develop and improve our products and the Payments Services; (v) generate analytics or other information relating to the Payments Services; and, (vi) build our technical infrastructure (e.g., using cloud storage providers or information security vendors). By using the Payments Services, you consent to our use of sub-processors, which is described in more detail in our Privacy Policy.
You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the Payments Services. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any Cardholder Data that you provide to, or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means and to use that data to provide the Payments Services (e.g., to process Transactions and to screen for fraud or compliance purposes).
Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Payments Services as described in our Privacy Policy. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we will collect and process their Cardholder Data in our supply of the Payments Services to you, and that in so doing we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.
If you obtain information about individuals—including cardholders or other customers—through your use of the Payments Services, you are required to treat that information as confidential and use it solely for purposes related to the Payments Services or as expressly authorized by the individual concerned.
You may not share or disclose such information to any third party nor use it for marketing or promotional purposes unless you have obtained the individual’s explicit consent. Additionally, Cardholder Data must not be disclosed to any third party except where necessary to process a Transaction initiated by your customer.
You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of the Payments Services or BritePay ’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law.
You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from the Payments Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Services or BritePay ’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Payments Services, prevent access to or use of the Payments Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Payments Services except as expressly allowed under this section.
We reserve the right to not provide the Payments Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other BritePay or Processor agreement, or exposes you, BritePay, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your BritePay Account.
You agree that BritePay can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your BriteBiz Admin, emailing them to the email address listed in your BriteBiz Account, or mailing them to the address listed in your BriteBiz Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your BriteBiz Admin or emailed to you, unless we receive notice that the email was not delivered.
The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules, including the Payment Network rules for Visa, MasterCard and American Express (each as updated from time to time).
The Payment Networks may update or modify the Payment Network Rules at any time, without prior notice to either you or us. In the event of any conflict between the terms of this Agreement or the Processor Terms and the Payment Network Rules, the Payment Network Rules shall take precedence. We reserve the right to update this Agreement, with notice to you, as necessary to ensure continued compliance with the Payment Network Rules.
The Payments Services are only made available to businesses selling goods and services. You may not use the Payments Services for non-commercial, personal, family, or household purposes. To use BritePay for your business, you are required to register for a BritePay Account. When you register for a BritePay Account, we will collect information such as your name (if you are a sole proprietor), your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal information about your beneficial owners or principals (including birthdate, and government-issued identification number).
You may register as an individual (sole proprietor) or as a corporation or other legal entity. If you register as a corporation or other legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term "Merchant", “you” or “your” will mean you, the natural person acting as a business, if you are a sole proprietor, or if you have registered as a corporation or other legal entity, it will mean that entity. You understand that by registering for a BritePay Account, you are also registering for a Processor Account under the Processor Terms and that you are simultaneously providing your information to BritePay for the purpose of opening a BritePay Account, and to the Processor for the purpose of establishing your Processor Account.
During registration, you are required to provide the name under which your business operates (this may be your legal business name or a trading name), along with a billing descriptor. These details, along with your website URL, may appear on your customers’ credit or debit card statements. To help prevent confusion or disputes, it is essential that the information you provide accurately and clearly represents your business. You agree to indemnify and hold us harmless from any losses, liabilities, costs, or expenses resulting from disputes arising due to inaccurate or unclear information you submit.
To verify your identity, we may require additional information, including your company registration number or business number, your TIN, HST, GST, or tax number, and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk, including, but not limited, to business invoices, reseller authorization or distributor information, a driver’s license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may ask you for your financial statements. Your failure to comply with any of these requests may result in suspension or termination of your BritePay Account and the Processor Account. You authorize us to retrieve additional information about you from third parties and other identification services. We reserve the right to hold funds in your BritePay Account while awaiting the information requested above. BritePay may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).
After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Payments Services. We will notify you once your BritePay Account has been either approved or deemed ineligible for use of the Payments Services.
By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a BritePay Account.
You agree that BritePay is permitted to contact and share information about you and your application (including whether you are approved or declined), your BritePay Account, and the Processor Account with the Processor and other third parties in order to perform the Payments Services. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Payments Services; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and, (iv) to conduct our and their risk management process.
Certain categories of businesses and business practices are prohibited from using the Payments Services (“Prohibited Businesses”), or require additional review and approval by us to use the Payments Services ("Restricted Businesses"). Prohibited Business and Restricted Business categories may be imposed by law or through the Payment Network Rules, by BritePay or the requirements of the Processor’s Financial Services Providers. The types of businesses categories and business practices that are considered Prohibited Businesses or Restricted Businesses are provided by the Processor and can be located here: Stripe Prohibited and Restricted Businesses.
These lists are meant to be representative but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business or a Restricted Business, or you have questions about how these requirements apply to you, please contact us. We, or the Processors, may add to or update the Prohibited Business or Restricted Business list at any time without notice to you.
You agree to pay the fees for processing that are set out in your BritePay account, which are incorporated herein by reference (the "Processing Fees"). Processing Fees shall be collected from you by the Processor on our behalf in accordance with the terms of the Stripe Connected Account Agreement.
Fees for BritePay Platform Services are collected by BritePay pursuant to the BritePay Platform Terms of Service (the "BritePay Platform Services Fees"). Processing Fees, Equipment Fees, and BritePay Platform Services Fees shall be referred to herein collectively as the "Fees".
You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value-added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Payments Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
Processing Interchange Charges (IC) change over time and we reserve the right to change the Fees at any time, subject to a thirty (30) day notice period to you. If you continue to use the Payments Services and the Processor Services for such thirty (30) days, then you are deemed to have accepted the change in Fees contemplated by such notice. Notwithstanding the thirty (30) day notice period referred to above, if BritePay or the Processor suspends, disables, or otherwise makes your BritePay Account unavailable to you, or if you choose to no longer use BritePay, upon your account being reinstated by BriteBiz or the Processor, or if you choose to enable BritePay again, the then current Fees shall apply to you.
In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Payments Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as that term is defined below) or from funds payable to you arising from the settlement of Transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your BritePay Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Further, we may deduct, or request that the Processor deduct, from any accounts associated with your BritePay Account, including the Processor Account and the Reserve Account, any amounts that you owe to us under this Agreement or any other agreement you have entered into with us or our affiliates. In accordance with the above and the Processor Terms, you authorize us to debit your Payout Account, without separate notice, to collect amounts you owe under this Agreement, pursuant to the User Bank Account Debit Authorization (which shall form part of the “Processor Terms”).
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees and other third-party charges.
You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to BritePay by you. Such communication may be made by BritePay or by anyone on its behalf, including but not limited to, a third-party collection agent.
Funds held in reserves are amounts of money set aside to cover chargebacks, refunds, or other payment obligations under this Agreement (the "Reserve Account"). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on your payment processing history or as requested by our payment processors.
We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for Transactions submitted to the Payments Services; or, (ii) amounts available in your Payout Account by means of SEPA/ACH/BACS/BECS etc Direct Debit; or, (iii) other sources of funds associated with your BritePay Account; or, (iv) requesting that you provide funds to us for deposit to the Reserve Account.
You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) you have no right to direct that account; (iii) you have no legal interest in those funds or that account; and, (iv) you may not assign any interest in those funds or that account.
As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all bank accounts or other financial accounts designated in your BritePay Admin to receive funds from the settlement of Transactions ("the Payout Account"), and any other bank accounts associated with your BritePay Account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request, and authorize BritePay to take any other action necessary, including registering notice of such security interest in a public registry, to create, perfect, maintain, and enforce this security interest.
Either you or BriteBiz may choose to dispute chargebacks applied to your account. BritePay may assist in this process by providing notifications, tools, or other resources to help you respond. However, we do not accept liability for the outcome of any chargeback dispute or for the assistance we provide.
You authorize us to share relevant records and information with the cardholder, the cardholder’s financial institution, and your own financial institution as necessary to facilitate the resolution of a chargeback. You acknowledge that failure to provide complete and accurate information in a timely manner may result in the chargeback being deemed final and non-reversible.
If the cardholder’s issuing bank or the relevant Payment Network decides the dispute in favor of the cardholder, we may recover the chargeback amount, along with any applicable fees, from you as outlined in this Agreement.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Payments Services or until terminated by you or by BritePay.
You may terminate this Agreement by closing your BritePay Account at any time by following the instructions in your BritePay Admin. We may suspend your BritePay Account and your access to the Payments Services and any rights in respect of your BritePay Account, or terminate this Agreement, at any time, for any reason, including if: (i) we determine that you may be ineligible for the Payments Services because of the risk associated with your BritePay Account, including, without limitation, significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or, (iii) upon request of the Payment Network, the Processor, or a Card issuer. Termination of the Processor Terms may, at the discretion of BritePay, result in a termination of this Agreement. Termination of this Agreement shall entitle BritePay to cause the Processor to terminate the Processor Terms.
If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with the BriteBiz Platform. Upon your acceptance of the terms of service of such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
Upon termination and closing of your BritePay Account, we will immediately discontinue your access to the Payments Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Payments Services. You will not be refunded the remainder of any Fees that you have paid for the Payments Services if your access to or use of the Payments Services is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the Processor Terms.
Termination does not relieve you of your obligations as defined in this Agreement, and the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.
Termination of this Agreement will not necessarily terminate your BritePay Platform Terms, unless BritePay determines otherwise.
Upon termination you agree: (i) to immediately cease your use of the Payments Services; (ii) to discontinue use of any BritePay or Processor trademarks and to immediately remove any BritePay or Processor references and logos from your website and/or physical location, if applicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Payments Services, or any termination or suspension of the Payments Services, or deletion of your information or account data; and, (vi) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Payments Services prior to termination.
The Payments Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Payments Services are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in the Payments Services and all copies of the Payments Services. This Agreement does not grant you any rights to our trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to, or we may invite you to submit comments or ideas about the Payments Services, including, without limitation, about how to improve the Payments Services or our products (“Ideas”). By submitting any Idea you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
Concerning Liabilities, nothing in this Agreement shall serve to diminish your liability under the Processor Terms or BritePay Platform Terms. You are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and BritePay Platform Terms.
BritePay may, under certain circumstances, indemnify and hold the Processor harmless for some or all of your liabilities arising under the Processor Terms. This includes, but is not limited to, disputes (such as chargebacks), refunds, reversals, returns, and fines (as defined in the Processor Terms). To the extent that BritePay becomes liable to the Processor or any third party for penalties, fines, fees, or other liabilities in connection with the Processor Terms, the Payments Services, Payment Processing services, or the Payment Network Rules, you agree to fully indemnify and hold BritePay harmless for all such liabilities.
We may also require a personal guarantee from a principal of your business to secure funds owed under this Agreement.
You agree to indemnify, defend, and hold harmless BritePay, its affiliates, and their respective employees, agents, and service providers (collectively, the "BritePay Entities") from and against any claim, demand, suit, action, loss, liability, damage, or proceeding (each, a "Claim") brought by a third party against any BritePay Entity arising from: (i) Your breach of any provision of this Agreement; (ii) Any fees, fines, penalties, disputes, reversals, returns, or chargebacks resulting from your use of the Payments Services; (iii) The negligent or willful acts or omissions of your owners, employees, contractors, or agents; (iv) Your business relationships or transactions with your customers; or (v) Any third-party indemnification obligations incurred by BritePay due to your actions or omissions, including obligations to the Processor or Payment Networks.
We reserve the sole and final authority to resolve any Claim, including but not limited to refund disputes initiated by you or your customers. You are responsible for reimbursing us in full for any such Claims. This may include the full payment and additionally, any Fees paid to BritePay are non-refundable.
If you owe any amounts to BritePay, we may immediately deduct such amounts from your Reserve Account. If the Reserve Account has insufficient funds to cover your liability, you must promptly replenish it to cover the outstanding amount. Failure to do so may result in collections efforts, for which you will be responsible for all associated costs and expenses.
You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Payments Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).
You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide sale by you; (ii) any Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (iii) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through the Payments Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use the Payments Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Payments Services; and, (vii) any information you provide to us will be accurate and complete.
The payment services and all related documentation are provided on an “as is” and “as available” basis, without any warranties of any kind—express, implied, or statutory. This includes, but is not limited to, implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Your use of the payments services is entirely at your own risk.
No advice or information—whether oral or written—that you obtain from or through the payments services, or from (i) BriteBay/BriteBiz; (ii) the processor, suppliers, or licensors of BriteBay or the processor; or (iii) any affiliates, agents, directors, or employees of the entities listed above (collectively, the “disclaiming entities,” and individually, a “disclaiming entity”) will create any warranty. You specifically acknowledge that we have no control over the products or services paid for using the payments services and cannot guarantee that your customers will complete a transaction or are authorized to do so.
Without limiting the foregoing, the disclaiming entities do not warrant that: (i) the information provided through the payments services is accurate, reliable, or correct; (ii) the payments services will meet your requirements; (iii) the payments services will be available at any particular time or location; (iv) the payments services will operate uninterrupted or securely; (v) any errors or defects will be corrected; or (vi) the payments services are free of viruses or harmful components.
Any content downloaded or obtained through the payments services is done at your own discretion and risk. You are solely responsible for any damage to your systems or data loss resulting from such downloads. The disclaiming entities make no representation regarding the time required to complete transaction processing.
The disclaiming entities do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the payments services, any linked website or service, or any banner or other advertising. BritePay, the processor, and any financial services provider are not parties to, and do not monitor, any transaction between you and third-party providers of products or services.
In no event shall a disclaiming entity be liable for any lost profits, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of or related to this agreement or the payments services. This includes, without limitation, the use or inability to use the payments services, or the unavailability of the payments services. The disclaiming entities shall not be liable for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the payments services, your BritePay account, or the data therein.
The disclaiming entities assume no responsibility or liability for any: (i) personal injury or property damage resulting from your use of the payments services; (ii) unauthorized access to or use of servers or any personal information stored within them; (iii) interruption or cessation of the payments services; (iv) software bugs, viruses, trojans, or harmful code transmitted through the payments services; (v) errors, inaccuracies, or omissions in any content made available through the payments services; and/or (vi) any user content or the defamatory, offensive, or illegal conduct of third parties.
Without limiting the above, the total liability of the disclaiming entities to you shall be limited to direct damages only, and shall not exceed the total amount of fees you paid to BritePay during the three (3) months prior to the event giving rise to the claim.
This limitation applies regardless of the legal theory behind the claim—including, without limitation, contract, tort (including negligence), strict liability, or otherwise—even if BritePay or the processor was advised of the possibility of such damages.
The provisions of this section apply to the fullest extent permitted by applicable law.
You agree that any disputes arising out of or relating to this Agreement or the Payments Services shall be resolved in accordance with laws and courts of the Republic of Ireland.
This Agreement is governed by the laws of Ireland except for any security interest created, which will be governed by and construed in accordance with the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in Ireland.
BritePay may, or may not direct the Processor to respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Processor or any applicable Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent but may be assigned by us without consent or other restriction.
We reserve the right to modify or update the terms of this Agreement at any time. We may also change, remove, discontinue, or introduce conditions on any part of the Payments Services or related software, with notice that we, in our sole discretion, consider reasonable under the circumstances. Such notice may be provided through your BritePay Admin dashboard or via any website we maintain or operate in connection with the services under this Agreement. Your continued use of the Payments Services after any such changes are published will be deemed your acceptance of the updated Agreement.
You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name, or the manner in which you accept payment. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five percent (25%) or more of your total assets, or any change in the control or ownership of your or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of your total assets.
You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under the applicable Payment Network Rules or law.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations of this agreement, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.
These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and BriteBiz/BritePay with respect to the provision of the Payments Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other BritePay or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.
Except as expressly provided in this Agreement, these terms describe the entire liability of BritePay and our vendors and suppliers and sets forth your exclusive remedies with respect to the Payments Services and your access and use of the Payments Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
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As a technology company, we prefer to communicate with you by email – this ensures that you’re put in contact with the right person, in the right location, and in accordance with any regulatory time frames.
Our email is hello@britebiz.com.
