Merchant Agreement  

These Loyalty Terms set out the contractual relationship between Payment24 Group (Pty) Ltd (“Payment24,” “us,” or “our”) and the business entity (“Merchant,” “you,” or “your”) for the provision of the Loyalty Solution. These Terms contain the legal provisions applicable to the Loyalty Solution provided by Payment24 and govern our relationship, your responsibilities, and your contact with Payment24. Your Agreement includes these Loyalty Solution Terms, the Application Form, and any other documents attached thereto. 

By ticking the box for “I have read and accepted the Loyalty Terms” on Payment24’s Website, the Merchant confirms that it has read, understood, and agrees to be bound by the Agreement.

Definitions and Interpretation
1 In this Agreement, except where the context indicates otherwise, the below words will have the following meanings:
1.1.1 Agreement means this written agreement and all annexures and schedules to this Agreement;
1.1.2 Applicable Law means any law of general application including the common law and any statute, constitution, decree, treaty, regulation, restriction, directive, ordinance, by-law, order, policy or any other enactment of legislative measure of government (including local and provincial government) statutory or regulatory body which has the force of law.

1.1.3 Application Process means a process where the Merchant provides Payment24 with all the required information to access the Services through:
1.1.3.1 a process facilitated by an authorised representative of Payment24; or
1.1.3.2 a self-service process available to the Merchant on the Website.
1.1.4 Business Day or Business Days means any day other than a Saturday, Sunday or a public holiday recognised as such under the Public Holidays Act 26 of 1994 as amended from time to time.
1.1.5 “Associations”    means the card networks including Visa, Mastercard, and American Express.

1.1.6 Change in Control means a change of more than 25% of the voting rights of the shares (or other
proprietary interest) of the Merchant and/or the right to appoint or remove, or veto the appointment or removal of 25% or more of the directors or members (as the case may be);
1.1.7 Chargeback means the reimbursement of an amount, less than or equal to the value of the relevant
Loyalty Transaction, to the Merchant in the event that such Loyalty Transaction is disputed, invalid, unauthorised, fraudulent, or suspected to be;
1.1.7 Effective Date means the last date of signature of this Agreement.
1.1.8 Fee Schedule means the Fees agreed to during the Application Process which Payment24 will charge the Merchant for the Services;
1.1.9 KYC Documents mean all documentation requested by Payment24 in order to verify the identity of the Merchant or as may be required to comply with the terms of the Financial Intelligence Centre Act No. 38 of 2001;
1.1.10 Loyalty Transaction means a transaction in terms of which the Merchant provides goods and/or services
to a customer, and the customer pays the Merchant, in part or in full, with accrued loyalty points;

“Loyalty/Rewards Programme Owner” means the entity that is the owner of the loyalty/rewards scheme which the Merchant subscribed to and who Payment24 process the Loyalty Transactions  on behalf of;
1.1.11 Merchant Bank Account means the Merchant’s account that is with a South African Bank;
1.1.12 Merchant Collections mean the monies collected on behalf of the Merchant in respect of Loyalty Transactions;
1.1.13 Merchant Portal means the digital portal which can be accessed by the Merchant at https://admin.payment24.co;
1.1.14 Net Settlement Funds mean the balance after the Settlement Fee has been deducted;
1.1.15 Parties mean the Merchant and Payment24 and “Party” means any one of them;
1.1.16 Payment24 Materials mean all products, goods, software, documentation, literature, materials, tools, data, information, databases, modules, components, compilations of data, methodologies, processes, policies, procedures, techniques, models, configurations, mobile content, protocols, routines, interfaces (including API interfaces), reports, plans, notes, files, decoders, adaptors, diagrams, manuals, templates, schematics, correspondence, designs, circuit designs, algorithms, specifications, records, handsets, devices, equipment, hardware, servers, computers, platforms, computer code, derivative works, works of authorship, technology and intellectual property, and irrespective of the form and format of the foregoing and whether tangible or intangible;
1.1.17 Regulatory Authority means any government (including national, provincial and local), regulator or statutory entity, authority, department or agency having competent jurisdiction over this Agreement, the Merchant and/or Payment24;
1.1.18 Services mean the transferring of Merchant Collections to the Merchant by Payment24 and any other ancillary services and features that Payment24 may offer from time to time, which may depend on the service offering that the Merchant selects;
1.1.19 Settlement Fee means the processing fee charged by Payment24 to the Merchant (for avoidance of doubt, the settlement fee is per settlement batch and not per transaction included in the batch), as set out in Appendix A – Fee Schedule;
1.1.20 Settlement Frequency means the intervals in which the settlement to Merchants shall occur as described herein;

1.1.21 Third-Party Service Provider means any third-party service provider appointed by Payment24 in order to provide some or all of the relevant Services;
1.1.22 VAT means Value Added Tax as defined in terms of the Value-Added Tax Act, number 89 of 1991 as amended from time-to-time;
1.1.23 Website means the website of Payment24 found at www.Payment24.co.za;
1.2 The clause headings in this Agreement have been inserted for convenience only and shall not be considered in its interpretation.
1.3 Any references to applicable laws (statutes) will refer to them as amended from time to time.
1.4 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable then such provision will be severed (deleted) from this Agreement and the remaining provisions will continue to be of full force and effect.
1.5 Where the day upon or by which any act is required to be performed is not a Business Day, the Parties shall be deemed to have intended such act to be performed on the next succeeding Business Day.

2 Acceptance, Commencement, Duration and Termination
2.1 By electronically accepting this Agreement, the Merchant hereby confirms that they have read and understood the meaning and effect of its corresponding rights and obligations.
2.2 In order to use the Services, the Merchant must complete the Application process;

2.3 Services will not be provided until Payment24 has received and approved the Merchant’s KYC Documents.
2.4 The Agreement will become binding upon both Parties on the Effective Date and shall remain in force and effect until terminated in terms of the provisions set below.
2.5 This Agreement may be terminated:
2.5.1 by either Party on a Calendar Month’s written notice to the other Party;
2.5.2 immediately by Payment24, at Payment24’s sole discretion:
2.5.2.1 if Payment24 is required to terminate this Agreement by (i) Applicable Law; or (ii) by the rules or directions of any Association; or
2.5.2.2 if the Merchant has committed a material breach and do not remedy the breach within 7 days from the date of the breach.
2.5.2.3 Upon the termination of this Agreement, the Merchant will return to Payment24 all the Payment24 Materials.

3 Services
3.1 Payment24 will provide Services to the Merchant subject to the terms and conditions of this Agreement.

4 Payment and Pricing
4.1 The Merchant shall pay Payment24 the fees for the Services as set out in the Fee Schedule.
4.2 Payment24 will provide the Merchant with a monthly invoice, setting out the Settlement Fees for that month, which invoice shall record the fees charged for Services and the VAT on the aggregate amount of such fees.
4.3 Payment of the Settlement Fees will be made as follows:
4.3.1 Payment24 deducting the Settlement Fee from the Merchant Collections; or
4.3.2 where Payment24 deems appropriate and agrees in writing, Merchant making payment of the Settlement Fees via debit order or electronic funds transfer (as elected by Payment24) to Payment24 within seven (7) days from date of invoice.
4.4 All fees and charges payable by the Merchant to Payment24 exclude VAT. VAT will be payable by the Merchant to Payment24.
4.5 All amounts payable to Payment24 will be paid without set-off or deduction of any nature.
4.6 All fees, charges, and payments (including amounts collected or paid through the Service) will be in South African Rand.
4.7 Should the Merchant fail to make payment of any monies due to Payment24 in terms of this Agreement timeously, Payment24 will have the right to charge interest on the outstanding amount at the Prime Rate of interest charged by Standard Bank Limited plus 5% (five percent) compounded monthly from the due date for payment up to and including the date of payment in full.
4.8 Payment24 will make payment of the Merchant Collections to the Merchant Bank Account less the fees for the Services as set out in the Fee Schedule in accordance with the settlement interval, or as otherwise agreed in writing with Payment24.
4.9 The Merchant acknowledges and agrees that actual receipt of funds into the Merchant’s Bank Account will be subject to inter-bank agreements and other delays outside the control of Payment24 and/or any Third-Party Service Provider.

5 Changes to Services, Fees, and this Agreement
5.1 Payment24 reserves the right to change from time to time:
5.1.1 the Services, including removing, adding or substituting ancillary services and/or features;
5.1.2 the Settlement Fee and any other charges; and/or
5.1.3 the provisions of this Agreement (including this clause),
5.2 by giving the Merchant at least 30 days’ prior notice.
5.3 Should the Merchant not agree to any change to the Services, fees and charges and/or this Agreement, the Merchant will be entitled to terminate this Agreement on written notice to Payment24 at any time during the 30 days’ notice period, which termination will be effective on the expiry of the 30 days’ notice period.

6 Authorisations and granting of Authority
6.1 The Merchant irrevocably authorises:
6.1.1 Payment24 to receive and hold the Merchant Collections; and
6.1.2 Payment24 to deduct from the Merchant Collections, the Settlement Fees, Chargebacks, refunds, and any other amount payable by the Merchant to Payment24 in terms of this Agreement.

7 The Merchant’s Warranties
7.1 The Merchant warrants that:
7.1.1 the Merchant has full capacity, authority, and all necessary consents to enter into and to perform the Merchant’s obligations under this Agreement;
7.1.2 all information provided to Payment24 during the Application Process, and from time to time, is true
and correct; and
7.1.3 the Merchant’s business does not involve any illegal goods and/or services or any prohibited business
activity as may be determined by any Regulatory Authority and/or any Third-Party Service Provider;

8 Payment24 Warranties
8.1 Payment24 warrants that:
8.1.1 Payment24’s representative has full capacity, authority, and all necessary consents to enter into and to
perform the Payment24’s obligations under this Agreement;
8.1.2 it has all the requisite knowledge and expertise to provide the Services; and
8.1.3 Payment24’s business does not involve any illegal goods and/or services or any prohibited business activity as may be determined by any Regulatory Authority, Acquiring Bank and/or any Third-Party Service Provider

9 Chargebacks
9.1 Payment24 will be entitled to deduct any Chargeback from the Merchant Collections.
9.1.1 If there are no or insufficient funds in the Merchant Collections for a period longer than 5 days, then
the Merchant will make payment of the Chargeback to Payment24 within 7 days of written demand by Payment24. Notwithstanding any demand, Payment24 reserves the right to deduct at any time the Chargeback (or any part thereof) from funds in the Merchant Collections.
9.1.2 The Merchant will not be entitled to any refund on the Settlement Fee in respect of any Chargeback.
9.2 The Merchant agrees to fully and timely cooperate with and assist Payment24 to address any issues affecting Chargebacks. If Payment24 receives a Chargeback request and tries to contact the Merchant for more than 48 hours without success, the requested Chargeback will be made by Payment24 and the respective value will be deducted from the subsequent Settlements.

10 Refunds
10.1 The Merchant will be responsible for processing all refunds due to customers for Loyalty Transactions.
10.2 The Merchant may request Payment24 to process a refund due to a customer.
10.3 Payment24 may, but will not be obliged, to give such refund to a customer. Should Payment24 agree to process such refund on behalf of the Merchant, it will deduct the amount of the refund from the Merchant Collections.
10.4 In no event will Payment24 agree to process a refund if the Merchant does not have sufficient funds in its Merchant Collections account to cover the refund, or if Payment24 has reason to believe that it will not have such funds at the time the refund is expected to be processed.
10.5 The Merchant will not be entitled to any refund on the Settlement Fee in respect of any refund given for the Loyalty Transaction.

11 The Merchant’s Obligations
11.1 The Merchant will only use the Services for the business operations identified in the Application Process and in accordance with this Agreement.
11.2 The Merchant must ensure all details of the Loyalty Transaction are correct (including the price and quantity of the goods and/or service). Payment24 is not liable for any loss or liability where the details of the Loyalty Transaction are incorrect.
11.3 The Merchant will be responsible for resolving any complaint or dispute relating to the Merchant’s goods and/or services offered by a Merchant. Payment24 is not responsible for resolving any complaint or dispute between the Merchant and the customer.
11.4 The Merchant will not do anything, or engage in any activity, which is likely to adversely affect or damage the good name and/or reputation of Payment24.
11.5 The Merchant will cooperate with Payment24, any Regulatory Authority and/or the Third-Party Service
Provider in the investigation of any actual or suspected fraudulent transactions or other criminal activity related to this Agreement, the Merchant and/or its goods and/or services, which may include the Merchant providing information, evidence and/or records. Upon receiving a Customer report of a lost or stolen Loyalty Card, Merchant shall  block or cancel the card on the Merchant Portal.
11.6 The Merchant will ensure that the Merchant’s details on the Merchant Portal (including the Merchant Bank Account) are at all times up to date and correct. Payment24 accepts no liability for payments made to an incorrect bank account due to a Merchant providing the incorrect bank account details.
11.7 The Merchant will keep his/her/its Merchant Portal sign-in details secret and secure at all times.

12 Payment24’s Obligations
12.1 Payment24 undertakes to:
12.1.1 provide the Services to the Merchant;
12.1.2 develop, maintain and host the Merchant Portal;
12.1.3 provide support related to the Services and the Merchants Portal during the operating hours communicated by Payment24 from time to time to the Merchant;
12.1.4 where applicable provide the Merchant with the necessary Infrastructure as part of the Services;
12.1.5 Payment24 will pay the Merchant the Net Settlement Funds due to the Merchant.

12.1.6 Settlement: When a customer redeems their points at a Merchant, Payment24 will reimburse the Merchant for the value of these redeemed points, provided there are sufficient funds in the float account. Payment24 will process these reimbursements as soon as possible but no later than 48 (forty-eight) hours for Merchants banking with Standard Bank of South Africa Limited. For Merchants banking with other financial institutions, the reimbursement will be completed within 72 (seventy-two) hours. This timeframe begins at 24:00 on the day the points were redeemed by the customer.

In the event of insufficient balances in the float account, all queries and disputes raised by Merchants shall be managed exclusively through the Loyalty Rewards Programme Owner. Payment24 shall not be held liable for any Losses or be involved in any disputes arising from such circumstances.

13 Disclaimer
13.1 The Services are provided “as is” and on an “as available” basis.
13.2 To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind.
13.3 The Merchant acknowledges and agrees that use of the Services may have certain risks and that the
Merchant assumes all risks associated with the use of the Services.

14 Indemnity
14.1 The Merchant hereby unconditionally and irrevocably indemnifies and holds Payment24, its licensors and the Third-Party Service Providers (and their respective employees, directors, and representatives) harmless from and against any and all claims, damages, losses, liability, costs and expenses arising from or in connection with the use of the Services and/or any breach of the Merchant’s warranties or obligations set out in this Agreement.
14.2 Payment24 hereby unconditionally and irrevocably indemnifies and holds the Merchant, and the Third-Party Service Providers (and their respective employees, directors, and representatives) harmless from and against any and all claims, damages, losses, liability, costs and expenses arising from or in connection with the use of the Services and/or any breach of Payment24’s warranties or obligations set out in this Agreement.

15 Liability
15.1 To the fullest extent permissible by applicable law, Payment24, its licensors and the Third Party Service Providers (and their respective employees, directors and representatives) will not be liable for any and all claims, damages, losses, liability, costs and/or expenses (direct, indirect, consequential, special or otherwise), including loss of profits and goodwill, which the Merchant may suffer or incur from any cause whatsoever arising from or in connection with this Agreement, including the Merchant’s use of, inability to use, or unavailability of the Services.

16 Processing of Personal Information
16.1 The Merchant gives his/her/its express and informed consent to Payment24 to process his/her/its personal information for purposes of: (i) processing the application for the Services; (ii) providing the Services; (iii) communicating with the Merchant; (iv) complying with applicable laws; (v) Payment24 defending itself against any claim or legal action; and (vi) Payment24’s operational business purposes.
16.2 Payment24 may disclose the Merchant’s personal information to its employees, directors, representatives, any Regulatory Authority and Third-Party Service Providers in order to provide the Services and for research and analysis purposes.
16.3 Payment24 will process Merchant’s personal information in accordance with its Privacy Policy, the latest version of which may be accessed on the Website.

17 Termination and Suspension
17.1 Either Party may terminate this Agreement at any time on 30 days prior written notice to the other Party.
17.3 Payment24 may immediately suspend the Services or terminate this Agreement (in its sole discretion), if:
17.3.1 the Merchant breaches any warranty;
17.3.2 the Merchant breaches any of its obligations set out in this Agreement and, if such a breach is capable of being remedied, fails to remedy the breach within 7 days of receipt of written notice requiring the Merchant to do so;
17.3.3 the Merchant has committed, or Payment24 suspects that the Merchant has committed, fraud or is involved in any fraudulent or other criminal activity;
17.3.4 the Merchant directly or indirectly causes the Services to apply to the purchase and/or sale of any illegal goods and/or services;
17.3.5 in the sole opinion of Payment24 (acting reasonably):
17.3.5.1 the business of the Merchant is sold or there is a Change in Control without giving Payment24 advanced written notice of such sale or change; or
17.3.5.2 Payment24 is required by any applicable laws, Regulatory Authority or order by a competent court to do so.
17.4 The Merchant may immediately suspend the Services or terminate this Agreement (in its sole discretion), if:
17.4.1 Payment24 breaches any warranty;
17.4.2 Payment24 breaches any of its obligations set out in this Agreement and, if such a breach is capable of being remedied, fails to remedy the breach within 7 days of receipt of written notice requiring Payment24 to do so;
17.4.3 Payment24 has committed, or the Merchant suspects that Payment24 has committed, fraud or is involved in any fraudulent or other criminal activity;
17.5 Payment24 is required by any applicable laws, Regulatory Authority or order by a competent court to do so.
17.6 Upon termination of this Agreement for any reason whatsoever:
17.6.1 all amounts owing to Payment24 will immediately become due and payable to Payment24;
17.6.2 all amounts owing to the Merchant will immediately become due and payable to the Merchant;
17.6.3 the Merchant will immediately stop any use of Payment24’s trademarks; and
17.6.4 the Merchant will no longer have access to and use of the Services.

18 Addresses for notices
18.1 The Merchant’s chosen address for receiving notices and legal process is the address provided by the
Merchant during the Application Process. The Merchant will update a change of address through the Payment24 support desk.
18.2 Payment24’s chosen address for receiving legal documents or is: Unit FF01 Sable Corner, 15 Bridgeways Boulevard, Century City,7441

19 General
19.1 This Agreement sets out the entire agreement between Payment24 and the Merchant relating to the Merchant’s use of the Services and replaces any other discussions, promises, representations and agreements.
19.2 No failure or delay by a Party in exercising any rights under this Agreement will be deemed to be a waiver of that right.
19.3 Neither Party will be in breach of the terms and conditions of this Agreement, nor liable for any delay in performing, or failure to perform, its obligations in terms of this Agreement if the delay or failure to perform is a result of any cause beyond its reasonable control, including laws and regulations, electricity outages, natural disasters, fire, accident, pandemic, lock down, labour disturbances, breakdown of equipment and non-delivery or delay by third party suppliers.
19.4 The Parties may not cede, delegate and/or assign (transfer) their rights and obligations set out in this Agreement to any other Party.
19.5 Termination of this Agreement will not affect the terms of this Agreement, which are intended to continue to have effect and apply after termination.
19.6 The laws of South Africa govern this Agreement (including any dispute between the Parties) and the Parties submit to the jurisdiction of the South African courts.

Appendix A – Fee Schedule

DISCLOSURE IN TERMS OF THE ELECTRONIC COMMUNICATION AND TRANSACTIONS ACT 25 OF 2002

To accept the Merchant Agreement, complete the form below
Please note that once you submit the form below, a representative of Payment24 will contact you within 1 business day to finalise the agreement. We will require proof of banking before we can settle any funds due to you.