Question
This is on my Paypal screen EVERY TIME I try to log in....can anyone else make heads or tails of this?
Important Account Information: You must agree to the new terms below by Oct. 1, 2006. Effective Oct. 1, 2006, your PayPal account will no longer be able to accept MasterCard funded credit card payments unless you agree to the terms below.
PayPal has added a new partner merchant bank, HSBC Bank plc. In order to comply with MasterCard and Visa requirements for adding a new merchant bank, we ask that you accept the updated Commercial Entity User Agreement For Credit Card Processing Services ("Commercial Entity Agreement”). This is for PayPal members who receive a large number of credit card payments. This supplementary agreement replaces your existing Commercial Entity Agreement, but does not replace PayPal’s existing User Agreement and will NOT change the way your PayPal account works. Your account’s fees and status will remain the same, as will your eligibility for protection under PayPal’s Seller Protection Policy.
The Commercial Entity Agreement is included below. Please read it for further details.
COMMERCIAL ENTITY USER AGREEMENT FOR CREDIT CARD PROCESSING SERVICES
This Commercial Entity User Agreement for Credit Card Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that meet the definition of “Commercial Entities” or the equivalent under Association Rules (defined below) and that open and use a Premier or Business Account (such use of such accounts collectively termed the “Premier/Business Service”). (Each such entity or person receiving this document is hereby referred to as “Merchant”). This CEA constitutes Merchant’s separate legally binding contract for credit card processing between (1) Merchant, as a Commercial Entity; and (2) Member (which is HSBC Bank plc or any member of the group of companies of which HSBC Holdings plc is the holding company or any relevant third party with which any such HSBC company shares a Bank Identification Number (BIN) in the Merchant’s country of residence) for MasterCard and Visa transactions acquired for Merchants. Member may terminate its provision of credit card processing services and enforce or rely on any term or provision of the Merchant’s PayPal User Agreement (“PUA”), all of which Member considers relevant are incorporated in this CEA by reference. In this CEA “we”, “us” and “our” refer to Member. Any reference to the PUA shall mean the PayPal User Agreement made between Merchant and PayPal.
By accepting the Commercial Entity Agreement, Merchant agrees to the terms and conditions of this CEA and any documents incorporated by reference. Merchant further agrees that this CEA forms a legally binding contract between Merchant and Member. Any rights not expressly granted herein are reserved by Member. Descriptions of material amendments to this CEA will be provided as applicable. Any capitalised terms used in this CEA and not otherwise defined shall have the meanings set forth in the PUA.
This agreement was last modified on September 15, 2005.
1. Association Rules.
1.1.Deposit Transactions. Merchant agrees that it shall only submit card transactions that directly results from bona fide cardholder transactions with that Merchant. Merchant agrees that it will not submit a transaction until Merchant: (i) obtains an authorisation, (ii) completes the transaction, and either: (iii) ships or provides goods, (iv) performs the purchased service, or (v) obtains the cardholder’s consent for a recurring transaction.
1.2. Anti Money Laundering. Merchant agrees that it shall not submit a transaction that does not result from a purchase of goods or services between the cardholder and Merchant.
1.3. Split Transactions. Split sales transactions are not allowed. Specifically, Merchant agrees that it will not use two or more sales transaction receipts for a single transaction to avoid or circumvent authorisation limits, or monitoring programs.
1.4. Minimum or Maximum. Merchant agrees that it shall not set minimum or maximum transaction amounts as a condition of honouring Visa and MasterCard cards.
1.5. Surcharges. Merchant agrees that it will not impose surcharges on debit card transactions.
1.6. Visa and MasterCard Marks. Merchant is authorised to use the Visa and MasterCard logos or marks only on Merchant’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as payment for the business goods and services. Merchant agrees that it shall not use the logos and marks either directly or indirectly, to imply that Visa or MasterCard endorses Merchant’s goods or services; nor may Merchant refer to Visa or MasterCard when stating eligibility requirements for purchasing its products, services, or memberships.
1.7. Credit Vouchers. Credit vouchers may not be submitted for non-credit transactions. Merchant agrees that it shall not: (i) accept a payment from a card holder for the purpose of depositing funds to the cardholder’s account, or (ii) process a credit transaction without having completed a previous debit transaction with the same cardholder.
1.8. Cash Disbursements. Merchant agrees that if it sells travellers cheques or foreign currency that Disbursements shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Merchant agrees that under no circumstances shall a Visa or MasterCard transaction represent collection of a dishonoured cheque.
1.9. Authorisation Requirements. Merchant agrees to obtain an authorisation for all transaction amounts.
1.10. Discrimination. Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favour of any other acceptance brand.
1.11. Present Transactions within 30 Business Days. Merchant agrees that a debit transaction shall not be presented until after the goods are shipped, or services provided, unless, at the time of the transaction, the cardholder agrees to a properly disclosed delayed delivery of the goods or services. Merchant agrees that when it receives authorisation for delayed presentment, the words “Delayed Presentment” or something substantially similar must be disclosed to the cardholder.
1.12. Fraudulent or Unauthorised Use of Account Information Prohibited. Merchant agrees that it shall not request or use Visa or MasterCard account number information for any purpose that it knows or should have known to be fraudulent or in violation of Visa and MasterCard standards, Association Rules, the PUA, or this CEA, or for any purpose that the cardholder did not authorise.
1.13. Merchant Identification. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at all points of interaction so that the cardholder readily can identify the transaction.
2. Card Associations. Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (the “Associations”) have developed rules and regulations (the “Association Rules”) that govern their member banks and merchants in the procedures, responsibilities and allocation of risk for payments made through the Associations. By accepting this CEA, Merchant is agreeing to comply with all such Association Rules.
3. Merchant’s Refund Policy must be on Merchant’s Website. If Merchant limits refund/exchange terms or other specific conditions for Card sales, Merchant’s POLICY MUST BE CLEARLY PROVIDED TO THE CARDHOLDER PRIOR TO THE SALE AND AS PART OF YOUR SALE CONFIRMATION PROCESS. PROPER DISCLOSURE WOULD INCLUDE WORDING THAT IS PROMINANTLY DISPLAYED AND STATES “NO REFUND, EXCHANGE ONLY”, OR SOMETHING SUBSTANTIALLY SIMILAR AND INCLUDES ANY SPECIAL TERMS. NOTE: QUALIFYING YOUR REFUND OR EXCHANGE TERMS DOES NOT COMPLETELY ELIMINATE YOUR liability for a refund because consumer protection laws and Association Rules frequently allow the cardholder to still dispute these items. In particular, by implementing Directive 97/7/EC many European Union member states will have distance selling regulations which allow a consumer to cancel its contract with the Merchant within a defined period and receive a refund.
4. Term and Termination. This CEA is effective upon the date Merchant accepts the terms and conditions set out herein and continues so long as Merchant uses the PayPal Service (“Services”) or until terminated by Merchant or Member, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so survive termination. This CEA may be terminated by Member at any time based on a breach of any of Merchant’s obligations hereunder or for any other reason that Member deems exceptional.
This CEA will terminate automatically upon any termination of Merchant’s PUA.
5. Indemnification. Merchant agrees to indemnify, defend, and hold Member harmless from and against all losses, liabilities, damages and expenses (including legal fees and collection costs) which the Member or their affiliates or agents may suffer or incur arising from any breach of any warranty, covenant or misrepresentation by Merchant under this CEA, or arising as a result of any tortious conduct by Merchant or Merchant’s employees or agents, in connection with Card transactions or otherwise arising from Merchant’s provision of goods and services to cardholders or from any contravention of any legal requirements.
6. Arbitration. Any dispute with respect to this CEA between Merchant and HSBC Bank plc, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by arbitration in London, England, conducted in English by a single arbitrator in accordance with the ICC Rules. The parties agree to waive any right of appeal against the arbitration award. In the event of a failure by the parties to agree on the sole arbitrator within 30 days of one party calling upon the other to do so, one shall be appointed by the ICC.
7. Assignment/Amendments. This CEA may not be assigned by Merchant without the prior written consent of Member. Member may assign their rights under this CEA without Merchant’s consent. This CEA may be amended by Member as provided under the PUA.
8. Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
9. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and wilful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
10. Enforceability. No term of this CEA shall be enforceable by a third party and in particular a person who is not a party to this CEA has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy any of the benefits of this CEA (being a person other than the parties and their permitted successors and assignees).
11. Governing Law. Governing law with respect to this CEA shall be the laws of England and Wales. Each party hereby submits to the non-exclusive jurisdiction of the courts of England and Wales.
12. Waiver. The failure of a party to assert any of its rights under this CEA, including, but not limited to, the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
13. Relationship between the Parties. No Partnership or Agency; Independent Contractors No agency, partnership, joint venture or employment relationship is created between Merchant and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this CEA will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.
14. No Illegal Use of Services. Merchant will not access and/or utilise the Services for illegal purposes and will not interfere or disrupt networks connected with the Services.
15. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
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I don't see that when I login.
That whole spiel could probably be condensed into a couple of short, coherent paragraphs, but then the lawyers would be out of a job.
Isn't PayPal considered the merchant, as we ourselves don't have access to the customer's credit card info, and we don't have the ability to charge the customer's account directly?
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Just wanted to say to BJ and I also don't get that, but I have a personal account
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1.1.Deposit Transactions. Merchant agrees that it shall only submit card transactions that directly results from bona fide cardholder transactions with that Merchant. Merchant agrees that it will not submit a transaction until Merchant: (i) obtains an authorisation, (ii) completes the transaction, and either: (iii) ships or provides goods, (iv) performs the purchased service, or (v) obtains the cardholder’s consent for a recurring transaction.
This it totally ignorant for a paypal transaction connected to an auction.
Especially one where ebay/paypal pushes the PAY IMMEDIATELY thing.
It's impossible to do. And no one in their right mind would ship before 'submitting' the bill to the customer through paypal.
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Much of the rest of it is just standard credit card processing junk. But I think I agree with BJ.
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1.3. Split Transactions. Split sales transactions are not allowed. Specifically, Merchant agrees that it will not use two or more sales transaction receipts for a single transaction to avoid or circumvent authorisation limits, or monitoring programs.
I'll bet PayPal is guilty of this everytime we use that "Pay All Your Sellers At Once" function, although I'm sure they only do it to avoid their per-transaction fee.
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Western Union sure is nice though..
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This is for PayPal members who receive a large number of credit card payments.
This may only come up to sellers who have an 'x' number of charges per month, so if you are under the amount, don't get the screen. I don't when I log into Paypal.
Jill
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I don't get the screen either and my account isn't personal.
The terms in that added agreement are disturbing. First, the seller isn't necessarily submitting a request for payment, the customer usually is submitting one. Second, the seller may prefer not to agree with the EU's terms governing returns and this agreement seems to force that INTO the U.S. Sellers could by their own terms disclaim and refuse to agree with EU terms otherwise when they are not within the EU but not if this agreement is forcing the issue through the backdoor so to speak. The EU term also imposes a mandatory right of returns. The idea of shipping items prior to the customer being billed and assuring payment is ludicrous unless the bank is assuring the merchant payment. There are so many rip-offs that would love that added opportunity. I can only imagine the electronics dealer who ships HDTVs or other high cost merchandise merchants and how they will feel about this. I also had an attorney once remind me that several of the online agreements like this one have an Indemnification clause in them. Basically that means that the merchant agrees to eat any expenses especially legal expenses that the bank or PayPal would incur. There is also a forced policy in there making the merchant accept payments without surcharges for various types of payment and forcing the merchant to not favor one type payment over another. That means no cash and check discounts if anyone is doing that. I've seen some small businesses offline do that because they pay significant monthly and per transaction fees for credit card and debit card payments. Another unexpected result of this agreement is that it probably would impact ALL of the merchant's business transactions, not just online, not just via PayPal. The use of "bona fide cardholder transaction" in the beginning of the agreement is a particularly nice touch. It might imply that if the transaction was fraudulent as presented by the cardholder but "submitted" by the merchant, then that might be considered a material breech of the merchant's agreement with the bank at the bank's option.
One term was that the merchant would obtain authorization for all transaction amounts. That doesn't say all credit card and debit card transactions, nor does it say all online transactions, nor does it say all PayPal transactions using a card. It says all transaction amounts. I don't know how a merchant can do that or would want to if the customer pays with a money order, a personal check, or cash or other non-PayPal method.
I'd be very tempted to downgrade my PayPal account if they try to impose this on me, and flatly refuse all credit card payments. Barring that, I'd drop PayPal. eBay is slowly strangling itself in all this legal mumbo jumbo and their invasive and abusive policies that they are forcing down seller's throats.
So, payments via other means, hrm. Guess it is time to look again. This reminds me a lot of when Yahoo PayDirect tried to impose a monthly fee and I cancelled that account the same day. And PayDirect went POOF not long after.
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mommygonecrazy!
I've got the Premier/Business or whatever it's called, so I don't know if I'm just not in the loop yet or what.
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So you think this has something to do with European Union transactions?
(I didn't get it, but I haven't accepted any credit payments recently from outside North America, that I know of...)