Sticitt Pay - General Merchant Terms of Use

Definitions and Interpretations

In this Agreement, unless a contrary intention clearly appears -

1. words indicating -

   1. any one gender includes the other two genders,

   2. the singular includes the plural and vice versa, and

   3. natural persons include created entities (corporate or unincorporated) and vice versa.

2. the following terms and expressions shall have the respective meanings

   1. “Account Holder” means any user that can perform purchases of products and/or services at Merchants, through Sticitt’s Payment SDK and/or Pay Terminal, or any Merchant that can receive payment for products and/or services, through Sticitt’s Payment SDKs and/or Pay Terminal, as the case may be,

   2. "AFSA" means the Arbitration Foundation of Southern Africa,

   3. “Authorised Transaction” means a transaction made by an Account Holder or any other entity using a Mastercard and / or VISA scheme issued debit or credit card at a Merchant for goods and/or services, which transaction status is successful as indicated by Sticitt’s Payment Service under the provisions of this Agreement entered into between Sticitt and that Merchant,

   4. “Association Rules” means the respective and collective by-laws, rules, regulations, operating manuals, operating letters and policies, and cardholder data security standards, as such may be amended from time to time, and established and imposed by Card Associations in respect of Mastercard and VISA card schemes.

   5. “Bank Card Transactions” means card present Authorised Transactions performed using Mastercard and / or VISA scheme-issued debit or credit cards,

   6. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa,

   7. “Calendar Month” means each of the named months of the Gregorian calendar,

   8. “Chargebacks” means transactions that are disputed by an Account Holder, reversed by relevant organisations or considered suspicious, or those that could break the rules outlined in this agreement, Association Rules, or legal requirements,

   9. "Merchant Agreement" means this Sticitt Pay - General Merchant Terms of Use and the applicable Sticitt Pay - Commercial Merchant Terms of Use and the Sticitt Pay - Commercial Merchant Terms of Use: Annexure 2 - Bank Card Transactions addendum (if Applicable),

   10. “Payment SDK” means Sticitt’s software development kit that enables the virtual authorisation and payment of purchases by Account Holders, for products and/or services from Merchants,

   11. “Payment Service” refers to the Sticitt Pay Terminal Application and / or the Payment SDK.

   12. "Parties" means Sticitt and the Merchant and “Party” means either of them,

   13. "Pay Terminal" means any hardware rented or sold by Sticitt or any other Sticitt-approved hardware running the Sticitt Pay Terminal Application with a unique and valid certificate issued by Sticitt,

   14. “Software Solutions” means web-applications, mobile applications and / or other reports prepared and offered by Sticitt from time-to-time to provide Merchants insight on activity and information underlying their Sticitt Pay Accounts,

   15. “Sticitt Pay Account” means, in respect of Account Holders, the corresponding account which contains a record or statement of transactions performed on that account, in respect of a specified period,

   16. "Sticitt Pay Terminal Application" means a software application built by Sticitt which enables the authorisation and payment of goods and/or services by Account Holders, for products and/or services from Merchants,

   17. "Sticitt Pay Token" means a physical token issued by Sticitt that can take various form factors and include, but is not limited to cards and bracelets with a unique 16 hexadecimal code printed on the token and generated by Sticitt.

3. any reference to a Party includes that Party’s successors-in-title and permitted assigns,

4. any reference to the giving of notice “in writing” includes electronic communications effected by email, short message service or any similar medium.

Introduction

Sticitt is a registered Third Party Payment Provider, registered with the Payment Association of South Africa and sponsored by Nedbank Limited, Capitec Bank Limited and Sasfin Bank Limited to provide Sticitt’s Payment Service as part of our offering. To enable Bank Card Transactions, we've partnered with Efficacy, which acts as both our Acquiring Bank and Settlement provider. They handle the acceptance of Mastercard and Visa payments through our Payment Services.

This General Merchant Terms of Use outlines the terms of use of Sticitt’s Payment Service and Software Solutions and is only applicable if the Merchant has signed a Sticitt Pay - Commercial Merchant Terms of Use agreement. Sticitt reserves the right to amend any pricing-related terms underlying the Sticitt Pay - Commercial Terms of Use and must notify the Merchant of such pricing changes 30 days before such changes are effected.

By signing Sticitt’s Commercial Merchant Terms of Use, the Merchant agrees that Sticitt may use for general marketing purposes, and disclose on its social media platforms and website that the Merchant is making use of Sticitt Pay and/or such associated services the Merchant has agreed to.

Duration

This Agreement shall continue in full force and effect for so long as the Parties continue to conduct business together.

Cancellation

Sticitt reserves the right to terminate this agreement with immediate effect if -

1. The Merchant fails to provide accurate information and documentation as required and referenced in 1) the Sticitt Pay - Commercial Merchant Terms of Use or 2) the Sticitt Pay - Commercial Merchant Terms of Use: Annexure 2 - Bank Card Transactions addendum,

2. the documents provided do not comply with the Financial Intelligence Centre Act No. 38 of 2001 (FICA), or

3. It becomes clear that the Merchant is in breach of any terms of this agreement.

If the Merchant’s Sticitt Pay Account has a negative balance (for whatsoever reason), the Merchant is required to pay in full the outstanding account balance to Sticitt before the Merchant’s Sticitt Pay Account will be closed.

Roles and Responsibilities

Sticitt shall

1. Upon finalisation of a Sticitt Pay - Commercial Merchant Terms of Use agreement, supply the Merchant with the registration process to be completed by the Merchant and the relevant contact information for the Merchant to access the Merchant’s Sticitt Pay Account,

2. Take reasonable measures to ensure that the Payment Service and Software Solutions operate correctly, and

3. Provide 24-hour email support for any Pay Terminal-related queries at support@sticitt.co.za and telephonic support during business hours at 021 300 4743.

The Merchant shall

1. Furnish Sticitt with all information and documentation required as per the Sticitt Pay - Commercial Merchant Terms of Use and / or the Sticitt Pay - Commercial Merchant Terms of Use: Annexure 2 - Bank Card Transactions addendum. The Merchant also grants Sticitt explicit consent to perform verifications and checks of any nature on any information or documentation provided as part of this agreement,

2. Immediately report to Sticitt in writing, by electronic mail to support@sticitt.co.za, any fraudulent or misappropriate use by an Account Holder,

3. Notify Sticitt of any change in the Merchant’s bank details together with formal bank documentation confirming such bank details change,

4. Under no circumstances require a customer performing a Bank Card Transaction to waive their dispute rights under the Mastercard or VISA scheme rules,

5. Adhere to all requirements of the Protection of Personal Information Act of 2013 in utilising Sticitt’s Payment Service, and

6. Adhere to all local and international laws.

Payments, Refunds, Settlements and Chargebacks

Invalid transactions

A transaction will be invalid if -

1. the transaction does not relate to the actual purchase of goods and/or services from the Merchant,

2. the transaction involves any illegal or fraudulent activities that contravene applicable local or international laws,

3. the transaction was previously disputed,

4. the underlying transaction was processed through a Pay Terminal that utilises a certificate that was not issued by Sticitt or that has been issued for a different Pay Terminal,

5. a transaction was processed by a Merchant without confirming the picture and name of the Sticitt Pay Token being presented for payment matches that of the person presenting such Sticitt Pay Token for payment, or

6. A transaction disputed by an Account Holder for which the Merchant does not have sufficient proof of an Authorised Transaction for the goods and / or service in question.

Sticitt reserves the right to disregard and reverse invalid transactions at its sole discretion.

Authorisations

The Merchant shall not discriminate against any transactions performed through Sticitt’s Payment Service compared to other means of payment. This practice of surcharging is prohibited under PASA regulations in South Africa. The Merchant must ensure a valid receipt or such other legitimate proof of an Authorised Transaction is kept for a period of 180 days from the original transaction date.

Refund Procedures

If the Merchant agrees to furnish a refund to an Account Holder, the Merchant must electronically, through a Sticitt Pay Terminal Application affect such a refund by reversing the applicable transaction in question. The Merchant will only be able to reverse transactions performed in the last 48. Following this time the Merchant must arrange any refund directly with the Account Holder. Any charges as part of the original transaction by the Account Holder at the Merchant will remain and will not be reversed as part of the refund process. No cash refund may be made by the Merchant to an Account Holder.

Settlements

Settlement refers to the periodic or ad-hoc payment of a Merchant’s Sticitt Pay Account balance to the Merchants nominated Bank. Sticitt reserves the right to withhold Settlement if -

1. there is outstanding information or documentation we require from the Merchant,

2. if Sticitt suspects fraudulent or illegal activity on the Merchant’s Sticitt Pay Account, or

3. If we notice invalid transactions on the Merchant’s Sticitt Pay Account.

Chargebacks

In the event of a Chargeback, Sticitt may -

1. keep the money for that transaction aside in a separate account (in a “Reserve Account”);

2. adjust the fees as agreed to in the Merchant Agreement;

3. delay the payment of any settlement amounts into your bank account,

4. immediately and without warning, terminate, suspend or change your access to our Payment Service and Software Solutions,

5. deduct the amount of any chargeback and any associated fees, fines, or penalties applicable or imposed by any third-party service provider from the Merchant’s Sticitt Pay Account.

We may withhold the amount of the potential chargeback from settlements due to you until such time that -

1. A chargeback is finally assessed in favour of an Account Holder, in which case we will retain such funds,

2. The time allowed by the law or Association Rules for the Account Holder to dispute a transaction has expired,

3. We decided that there won't be a chargeback.

If we are unable to recover funds related to a chargeback for which the Merchant is liable, the Merchant will pay Sticitt the full amount of the chargeback immediately upon Sticitt’s demand. The Merchant agrees to pay all costs and expenses, including, without limitation, attorneys’ fees on an attorney and own client scale, incurred by Sticitt in connection with the collection of all such amounts from the Merchant. For this purpose, the Merchant agrees that Sticitt will be entitled to deduct the full amount of any chargeback from the Reserve Account. The Merchant agrees to any timeframes to resolve chargebacks as imposed by Sticitt or by VISA or Mastercard or local laws and regulations.

Fees and Negative Sticitt Pay Account Balances

Fees as agreed to between the Merchant and Sticitt in the applicable Sticitt Pay - Commercial Merchant Terms of Use and/or Sticitt Pay - Commercial Merchant Terms of Use: Annexure 2 - Bank Card Transactions addendum, will be deducted from the Merchant’s Sticitt Pay Account. Other fees agreed to between the Merchant and Sticitt from time to time for services and/or products offered by Sticitt may also be deducted from the Merchant Sticitt Pay Account if such fee is past the applicable payment due date. If sufficient funds are not available in the Merchant's Sticitt Pay Account to cover any applicable fee as per this agreement, the fee will still be charged to the Merchant Sticitt Pay Account resulting in a negative account balance. Sticitt may request from the Merchant immediate settlement if the Merchant’s Sticitt Pay Account balance is negative.

Pay Terminals

Terms agreed to between Sticitt and the Merchant as part of the Merchant confirming a new Terminal order by completing and signing a Sticitt-issued order, will supersede the below terms and conditions.

Pay Terminal money back guarantee

Merchants may return Pay Terminals within 30 days from delivery for a full refund if the below conditions are met -

1. the Pay Terminal and all peripherals (cables, manuals, marketing material), with original packaging intact, are returned to Sticitt no later than 30 days after the delivery was made, and

2. the Pay Terminal, once inspected by Sticitt, is deemed to be in working order and in a condition that will enable Sticitt to re-sell such Pay Terminal, factory faults excluded.

Pay Terminal warranty

Sticitt will repair or replace any Pay Terminal deemed to be defective at Sticitt’s sole discretion and at Sticitt’s own cost within 12 months from the delivery first being effected, at no cost to the Merchant, as long as the following conditions are met -

1. the defect is not a result of improper handling, misuse or any negligence on the Merchants behalf,

2. the defective Pay Terminal is handed over to Sticitt (or its 3rd party representative) at the time of the replacement card machine being delivered, and

3. The Pay Terminal does not present a system-tampered error or is clear of any evidence of device tampering.

Pay Terminal SIMS

As part of Sticitt’s Pay Terminal rental and sales offers, a dedicated connectivity option including a dual SIM solution with a dedicated VPN is included. If the Merchant, for whatever reason opts not to make use of this offering, Sticitt will assume no liability for connectivity problems the Merchant may experience. Sticitt also assumes no liability for general network failures arising from events out of the control of Sticitt. It is always advisable to have a fallover wi-fi connection running in the event that network connectivity problems occur.

Warranties

Each party will warrant to the other party that their participation in the Agreement comes without liabilities or claims which may damage or cause harm to the commercial objectives of the Agreement. The Merchant further warrants that if the Merchant is an individual, the Merchant warrants that he/she is above 18 years of age, and the Merchant is not a payment service provider, If the Merchant’s card-related transaction value exceeds or is likely to exceed $1,000,000 in any given calendar year, the Merchant will inform the Company and initiate a process to engage with the Company’s sponsoring acquirer provider in an attempt to establish a direct relationship with the Company’s sponsoring acquirer provider.

Limitation of liability

If you qualify as a consumer in terms of the Consumer Protection Act 68 of 2008, the limitation of liability below will not apply to any loss directly or indirectly caused through the gross negligence of Sticitt or our Third Party Service Providers (and their respective employees, shareholders, directors, agents, affiliates and representatives). To the maximum extent permitted by applicable law, neither Sticitt nor their Third Party Service Providers (and their respective employees, shareholders, directors, agents, affiliates and representatives, in whose favour this clause is a third party stipulation, capable of acceptance in writing at any time) shall be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from -

1. The Merchant’s use of, inability to use, or unavailability of the Payment Services,

2. hacking, tampering, or other unauthorised access or use of the Payment Services or your Sticitt Pay Account,

3. errors, mistakes, or inaccuracies of the Payment Services,

4. even if the alleged liability is based on contract, delict, negligence, strict liability, or any other basis, and even if Sticitt has been advised of the possibility of such damage.

Indemnity

The Merchant hereby indemnifies Sticitt against any claims, losses, damages and expenses which may be sustained or incurred by the Merchant in processing transactions.

Force Majeure

Neither party will be liable to the other for non-compliance with the contracts if caused by a matter beyond the control or anticipation of the party.

Severability

If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Dispute Resolution

Phase 1 - The Parties shall first use reasonable endeavours to resolve any disputes that may arise under this Agreement through good faith negotiations. This entails one of the parties inviting the other in writing to meet, either in person or using telephone or video conferencing facilities, and to attempt to resolve the dispute within 5 (five) Working Days from the date of the written invitation. If such negotiations do not result in a mutually acceptable resolution within 5 (five) Working Days of the commencement thereof, the dispute shall be handled per Phase 2.

Phase 2 - Subject to Phase 1, any dispute or difference arising out of or relating to this Agreement, its termination or cancellation, shall be referred to arbitration and finally resolved following the expedited rules of the Arbitration Foundation of Southern Africa. Such arbitration shall be held in Cape Town, and conducted in the English language before one arbitrator appointed by agreement between the Parties (including any appeal against the arbitrator’s decision) following the then-current rules of AFSA. If the Parties cannot agree on an arbitrator within 15 (fifteen) Working Days after the referral of the dispute to arbitration, the arbitrator and the appeal arbitrator shall be appointed by the Secretariat of AFSA, who shall administer and manage the arbitration proceedings. Any award will be final and binding upon the Parties. Notwithstanding this paragraph, either Party shall be entitled to approach a court of competent jurisdiction for urgent injunctive relief pending the outcome of any arbitration.

Contact Information

Sticitt choose their domicilium citandi et executandi for all purposes under this agreement the following addresses: 31, 14th Street, Parkhurst, 2193, Tel: (012) 110-4085, Email: support@sticitt.co.za

General

We may amend this Agreement by posting a revised version on our website, at which point the posted revised version will be effective. If you have any queries with regards to any of our Terms and Conditions please do not hesitate to contact us at legal@sticitt.co.za. Last Updated - This General Merchant Terms of Use was last updated on 22 April 2024.