Terms & Conditions

Introduction
1.1 These are the terms and conditions that govern the User’s relationship with HelloPay (Pty) Ltd t/a HelloPay (hereinafter “HelloPay”) hjj77gand that apply to HelloPay’s Website and Merchant Services (these “Terms”). These Terms do not apply in isolation but are to be read together with all other agreements, terms and conditions relating (directly or indirectly) to the applicable HelloPay Services which are not considered core products and such other incidental agreements entered into between HelloPay and the User.
1.2 By accepting and continuing to use HelloPay’s Website or any one of the functionalities within the HelloPay Website, the User confirms and agrees to accept and be bound by these Terms, which form a binding contract between the User and us.
1.3 These Terms shall apply from the date of first use of the HelloPay Website and shall continue indefinitely.
1.4 These Terms may be amended by HelloPay acting in its sole discretion. HelloPay will update these Terms on the Website from time to time and has no obligation to inform the User of such change in advance. The User is responsible for keeping up to date with amendments itself. If the User continues to use the HelloPay Website or any of the offered services, the User will automatically be deemed to have accepted the Terms and Conditions as amended by HelloPay from time to time.
1.5 The User can contact HelloPay at [email protected] or 010 109 5251. Alternatively, the User can contact HelloPay on the Whatsapp line on 065 106 3876. HelloPay will communicate with the User in English.
Merchant Onboarding
2.1 These Terms allow The User to accept Cards as a form of payment for transactions using a POS terminal and for this purpose, The User will make use of the merchant services provided by HelloPay.
2.2 This Agreement only becomes a binding agreement between The User and HelloPay once:
2.2.1 The User’s application has been successfully approved by HelloPay, subject to The User meeting HelloPay’s onboarding requirements which include credit checks, identity verification and submission of FICA and KYC documentation.

2.2.2 The User has taken delivery of a POS terminal and it has been activated by HelloPay.
2.3 The User is obliged to provide HelloPay with all compliance documents as HelloPay may request from time to time.

Definitions
3.1 “Agreement” means this Merchant Agreement including all schedules attached as amended or replaced from time to time;
3.2 “Business Day”means any day which is not a Saturday, Sunday or South African public holiday;
3.3 “Card” means the card/s as listed in the Payment Acceptance: Merchant Application (which may be amended and/or replaced by HelloPay from time to time);
3.4 “Cardholder” means the person to whom a Card has been issued;
3.5 “Card Issuer” means the bank or any other entity that has issued the Card; 3.6 “Chargeback”means a transaction that is reversed because the Cardholder has successfully disputed the transaction;
3.7 “Custom Rate” means a pre-defined rate agreed upon prior to onboarding which varies from the rates normally advertised;
3.8 “Pending Settlement” means the process during which the funds will be credited to The User after all FICA/KYC compliance requirements have been met;
3.9 “Electronic Authorisation” means a facility through which authorisation for a transaction may be obtained from a bank through the POS terminal;
3.10 “Electronic Transaction”means a transaction processed through a POS terminal and which results in the electronic transfer of funds;
3.11 “Laundering”means the process of taking the proceeds of illegal activity and making them appear legal;
3.12 “Operating Manual”means HelloPay’s instructions to The User from time to time.
3.13 “PCI DSS”means the Payment Card Industry Data Security Standards specified by the card associations from in effect from time to time; and
3.14 “POS terminal”means the point of sale terminal and any related POS terminal accessories which HelloPay has supplied to The User;
3.15 “Settlement”means the payment made on any Business Day to The User for the total value of all valid Electronic Transactions processed by The User less all fees due to HelloPay;
3.16 “Tiered Pricing Model”means the scale depicting transaction volumes and applicable Transaction Fees in accordance with the transaction volumes. The scale can be accessed on the HelloPay Website (hellopay.co.za).
3.17 “Transaction Fee”means a percentage/portion of the total value of all card transactions made by The User and payable to HelloPay;

Accepting Cards for Payments
4.1 The User undertakes to accept each valid Card that is presented to The User by the rightful Cardholder in payment of goods and/or services.
4.2 The User agrees not to set any minimum limit or maximum limit on transaction values for which The User accept card payments. The User must treat purchases by Card in the same way as cash purchases, including charging the same price.
4.3 The User shall not accept Cards for the purchase of shares and/or bonds.
4.4 The User shall not split Electronic Transactions i.e. The User shall not process multiple transactions through a POS terminal for a single sale. An Electronic Transaction processed must represent the full amount of a sale.
4.5 All transactions require prior authorisation from a bank by way of Electronic Authorisation before The User permits the Cardholder to spend on a Card.
4.6 Each Electronic Transaction performed shall be deemed to be valid and its validity may not be questioned by The User.
4.7 The User will be liable for and indemnify HelloPay against any penalty imposed by a Card Scheme and/or Payment Association of South Africa and against any loss, damage or other liability which HelloPay may incur if The User fails to comply with the EMV standards, PCI DSS or any other regulatory requirements.
4.8 HelloPay shall not be liable for any damage, network breakdown, system failure or equipment malfunction or damage to facilities caused by power failures or similar events or loss or damage caused by events beyond HelloPay’s control.
4.9 The User shall not process a transaction that did not result from a transaction between The User and the Cardholder and all such transactions shall take place only in the Republic of South Africa.

Settlement
5.1 HelloPay shall be entitled to keep funds back in the case of excessive Chargebacks, bankruptcy, fraud or suspected fraud, Laundering or suspected Laundering.
5.2 Any crediting of The User’s nominated bank account does not waive or remove HelloPay’s right to cancel payment of Electronic Transactions by debiting The User’s nominated bank account with the amount of the relevant invalid Electronic Transaction.
5.3 Settlement will only take place when transactions have been performed and once the total amount to be settled exceeds R 300.00 (three hundred rand).
5.4 HelloPay is irrevocably authorised to debit The User’s nominated bank account at whatever bank this is conducted with the following, as set out in the Merchant Application Form above:
5.4.1 A minimum merchant Transaction Fee will be deducted from the transactions’ value prior to settling into The User’s account.

5.4.1.1 If The User is not being charged a Transaction Fee in accordance with a predetermined Custom Rate, The User’s Transaction Fee will be determined in accordance with our Tiered Pricing Model.

5.4.1.2 The Transaction Fee payable under our Tiered Pricing Model will be determined in accordance with The User’s monthly transaction volume. A scale depicting transaction volumes may be provided to the Merchant by HelloPay on request..

5.4.2 A daily Settlement fee will be deducted from the total amount being settled daily into The User’s account.

5.4.3 A Chargeback fee if The User’s client requests a chargeback from his/her bank with a valid reason.

5.4.4 A monthly rental fee, or as per payment plan option agreed between the Merchant and HelloPay per POS terminal.

Warranties
6.1 By presenting an Electronic Transaction for payment to HelloPay, The User warrants the following:
6.1.1 All statements of fact contained therein are true;

6.1.2 The said Electronic Transaction between The User and the Cardholder is legal;

6.1.3 There has been proper compliance by The User with all the terms of this Agreement and the Operating Manual;

6.1.4 The User has not attempted to limit The User’s liability by asking or requiring Cardholders to waive their dispute rights;

6.1.5 The User indemnifies HelloPay against any claim or liability that may arise from a dispute between The User and the Cardholder about the supply and/or delivery of goods and/or services. The User has and The User shall provide evidence, that satisfies HelloPay, that the debiting of the Cardholder’s account was authorised by the Cardholder; and

6.1.6 The User actually supplied the goods and/or services referred to in Electronic Transactions, to the Cardholder.
6.2 The User warrants that:
6.2.1 The User’s source of funds is from The User’s business, for which business the User will be using the merchant services provided by HelloPay.

6.2.2 The User will continuously comply with PCI DSS and all obligations relating to data security, data compromises and the steps necessary to demonstrate compliance with PCI DSS. The User can access full details of the applicable obligations and processes at the PCI DSS website (http://www.pcisecuritystandards.org).

6.2.3 The User will continuously comply with the Operating Manual.

6.2.4 The User is not a payment service provider.

6.2.5 The User has never contracted with Visa and/or Mastercard whose contract was terminated at the direction of Visa and/or MasterCard or at the direction of any regulatory authority or court of law.

6.2.6 Should The User’s turnover pursuant to this Agreement exceed the limits set by Visa and PASA being USD 100 000 and R 1 600 000 per annum respectively, The User will take all reasonable steps to establish a direct relationship with any acquiring bank.

Invalid transactions
7.1 An Electronic Transaction will be invalid if: the beginning date on the Card has not yet been reached or the Card has expired;
7.1.2 the Electronic Transaction does not comply with any warranty contained in clause 5 above;

7.1.3 a mutilated, defaced, blank or illegible Card was accepted;

7.1.4 The User does not present the Electronic Transaction within the agreed period;

7.1.5 at the time when the Electronic Transaction was done, any term of this Agreement had been or was being violated;

7.1.6 the supplied goods and/or services paid for by the Cardholder were received broken, defective, incomplete or otherwise not suitable for the purpose for which they were sold, and the Cardholder returned the goods; and

7.1.7 The User accepted a chip Card, but The User processed the transaction using the magnetic stripe data or by making a manual card detail entry;

7.1.8 the Cardholder has tendered a card but no signature appears on the sales voucher or POS terminal-generated receipt;

7.1.9 the Cardholder has tendered a Card but the signature which appears does not correspond with the signature on the Card;

7.1.10 the sales voucher or POS terminal-generated receipt is different from the copy The User gave to the Cardholder;

7.1.11 the sales voucher or POS terminal generated receipt is materially incomplete;
7.2 HelloPay may, in its sole discretion, choose to treat any of the abovementioned Electronic Transactions as valid but without prejudice to HelloPay’s right in any following Electronic Transaction to treat any defect of a similar kind as invalid.
7.3 In the case of an invalid Electronic Transaction as set out above, HelloPay has the right to charge back the said Electronic Transaction back to The User.

Refunds
8.1 If a Cardholder returns the goods to The User and The User refunds the Cardholder, The User may only use a credit voucher that HelloPay has approved, or The User must complete a POS terminal refund transaction.
8.2 The User may not make a cash refund to a Cardholder.
8.3 The User must get the signature of the Cardholder on the credit voucher or POS terminal-generated receipt.
8.4 The User must give a copy of the credit voucher or POS terminal-generated receipt to the Cardholder.
8.5 The User must present all credit vouchers to HelloPay or post the value of the POS terminal-generated receipt within 3 (three) business days from the date of a transaction.
8.6 The User must retain copies of all credit vouchers and POS terminal-generated receipts for a period of at least 180 (one hundred and eighty) days.

Debiting of The User’s account
9.1 The User authorises HelloPay to debit The User’s nominated bank account as set out in the Merchant Application with the following:
9.1.1 the value of reversals of invalid sales vouchers or invalid POS terminal generated receipts;

9.1.2 the amount of the merchant service fee for all card payments;

9.1.3 a rental fee or repayment plan installment (charged for a full month, irrespective of the day on which it is installed);

9.1.4 any refund due to a Cardholder which The User does not pay;

9.1.5 any overpayments due to clerical or electronic errors made by either party

9.1.6 the value of transactions which a Cardholder disputes with HelloPay;

9.1.7 the total value of sales vouchers and/or batches of electronic transactions lost because The User did not provide HelloPay with valid merchant’s copies within 14 (fourteen) business days of being requested to do so [on the understanding the User must retain copies of all credit vouchers and POS terminal generated receipts for a period of at least 180 (one hundred and eighty) days]; and
9.2 If the debit order for the fees is rejected, The User agrees and acknowledges that the payment of these fees will be dealt with on a net settlement basis. The User agrees to notify HelloPay immediately in writing if The User’s bank account details change.
9.3 The User is responsible for all banking costs in respect of all amounts payable in terms of this clause.
9.4 The User will pay the administration fee for each payment due by The User to HelloPay which is returned unpaid by The User’s bank.
9.5 The User will pay the reasonable administration fee, as determined by HelloPay in its sole discretion, for clerical errors associated with incorrectly presented sales vouchers and as may be advised from time to time on The User’s statements.
9.6 The User will pay the call-out fee, as determined by HelloPay in its sole discretion, should HelloPay find out the User’s POS terminal is malfunctioning because The User or any of The User’s employees maltreated, neglected or operated this POS terminal badly.
9.7 The amounts payable in terms of this clause are subject to exchange rate variations, where applicable.
9.8 VAT will be payable on all fees referred to in this clause, where applicable.

Chargebacks
10.1 In some circumstances the Card Issuer will have the right under the Scheme Rules to refuse to settle a transaction or to seek a reimbursement of a transaction which has already been settled.
a) if HelloPay has not yet paid The User with respect to that transaction, HelloPay will not be required to pay The User with respect to that transaction; or

b) if HelloPay has already paid The User with respect to that transaction, The User will have to pay it back to HelloPay.
10.2 This is referred to as “Chargeback”. This is the case even where the transaction has been authorised and where The User sends HelloPay information about a transaction which is not a valid transaction but which has been processed by HelloPay as a transaction. If The User has to pay HelloPay back for a Chargeback such amount will be a debt from The User to HelloPay which The User will owe immediately and The User agrees that HelloPay is entitled to deduct the relevant amount from The User’s bank account.

Fraudulent transactions
11.1 In this clause the term “fraudulent transactions” means any transaction which, in terms of the common law or statute, would constitute fraud (irrespective of whether HelloPay provides The User with an authorisation code number or not).
11.2 HelloPay is entitled to debit any of The User’s bank accounts at any time with the value of all fraudulent transactions which The User deposits or posts electronically.
11.3 HelloPay reserves the right to end this Agreement immediately if The User perpetrates fraud or HelloPay reasonably suspects the User or The User’s employee/s have perpetrated fraud.

Disclosure of information
12.1 The User must tell us in writing and in advance if for whatever reason:
12.1.1 the owners of The User’s business (indicated on the Merchant Application form) change;

12.1.2 the classification of The User’s business changes; or

12.1.3 there is any other material change in the nature of The User’s business. If the nature of The User’s business changes to include providing gaming, gambling or pornography or related infrastructure or services, this change will be regarded as a material change for the purposes of this Agreement.
12.2 The User must inform HelloPay of any previous merchant agreements The User concluded with other financial institutions including any restrictive conditions contained in those agreements and the reasons why The User ended those agreements. This is so that HelloPay can properly evaluate, assess and approve The User’s application. The User consents to and authorises HelloPay to investigate The User’s previous merchant agreements.
12.3 The User may not give Cardholder account information to third parties except as required by law. The User shall keep all material on which account numbers and signatures of Cardholders appear, in a safe and secure area that only authorised personnel may access. All material the User wishes to dispose of must first be destroyed in a way that makes it unreadable before The User disposes of it.
12.4 The User consents to HelloPay disclosing information about The User to any Card Scheme or other financial institution for use in any fraud prevention schemes they may set-up, including the National Merchant Alert Service, the Merchant Performance Reporting Service and the Member Alert to Control High Risk (Merchant) System. This is to assist HelloPay and these financial institutions to identify merchants who are or may become involved in, amongst other things, fraud or suspected fraud, and in HelloPay and their efforts to prevent fraud.
12.5 If The User does not comply with this clause, HelloPay will immediately suspend The User’s access to the POS service, report The User to the relevant authorities, and end this Agreement.

Point of Sale (POS terminal) Equipment
13.1 If HelloPay supplies The User with a POS terminal, The User must pay HelloPay the fee as set out in the Merchant Application, unless The User has made an outright purchase of the POS terminal from HelloPay. We may change the fee at any time.
13.2 HelloPay will at all times own all POS terminals which HelloPay supplies to The User in terms of this Agreement. If The User rents the premises from which The User are trading and at which The User keeps any of HelloPay’s POS terminals, The User must inform The User’s landlord in writing that HelloPay is the owner of the POS terminals.
13.3 The User will be liable to HelloPay if The User damages or loses a POS terminal or if a POS terminal is stolen. The User must notify HelloPay immediately by email if a POS terminal is stolen or if The User damages or loses any of HelloPay’s POS terminals.
13.4 When this Agreement ends (for whatever reason), The User must immediately return all HelloPay’s POS terminals which it has supplied to The User. The User must notify HelloPay by email the User has returned one or more of its POS terminals.
13.5 The User may under no circumstances move a POS terminal from one sales outlet to another without HelloPay’s written permission in advance.
13.6 Concerning the merchant supervisor function:
13.6.1 The User must make sure that only The User’s employees whom The User have authorised to do so, will perform the merchant supervisor function.
13.6.2 The User will be responsible for all transactions and for any error and/or fraud committed by any of The User’s employees or anyone who uses the merchant supervisor function.
13.7 A POS terminal carries a 6-month warranty from the date of purchase which warranty excludes loss, theft and/or damage of the POS terminal in The User’s possession.
13.8 If The User is renting a POS terminal from us and the POS terminal is lost, stolen and/or damaged a penalty fee, per POS terminal per event of loss, will be charged to The User. Upon receipt of payment of the penalty fee we may, in our sole discretion, allocate a replacement rental POS terminal to The User.
13.9 If The User has purchased a POS terminal from us and the POS terminal is lost, stolen and/or damaged a new POS terminal will need to be purchased by The User. Loss, theft and/or damage of the POS terminal is excluded from the warranty set out above.

Inspections
14.1 HelloPay has the right to conduct physical inspections and investigations at The User’s premises or at any other place that HelloPay may consider relevant to the investigation while handling claims of Cardholders and when suspected fraud is investigated. If HelloPay suspects any irregularities during such investigations, HelloPay shall have the right to deactivate The User’s POS terminal.

Monthly Statements
15.1 The User shall raise any query about the correctness or any other aspect of any entry on The User’s account within 30 (thirty) days from the date on which such entry appeared on The User’s statement relating to The User’s current account.

Personal Information
16.1 The User consents to us using and keeping The User’s personal information, on an ongoing basis, for the following purposes:
16.1.1 Legal and Regulatory Compliance;

16.1.2 Crime prevention;

16.1.3 Credit risk;

16.1.4 Marketing;

16.1.5 Research; and

16.1.6 Internal reporting and approval

16.1.7 The User can opt-out of or change The User’s marketing consent at any time by contacting us via email.

We check and verify the User’s information
17.1 We must comply with applicable laws to prevent criminal activities, laundering, terrorist financing and prohibited business activities, we must therefore check all information from and about The User on an ongoing basis. This may cause some delays in transactions the User makes. Based on The User’s information we may terminate this Agreement with The User without warning.
17.2 We are not responsible for any losses or damages the User suffers because of these checks nor by us terminating this Agreement.

PCI DSS – Compliance
18.1 The User agrees to the following:
18.1.1 The User will not copy or store any customer card data in any form whatsoever;

18.1.2 The User will under no circumstances tamper with or attempt to open the POS terminal;

18.1.3 The User will inspect the POS terminal from time to time and if The User detects any evidence of tampering with the POS terminal, The User will immediately inform HelloPay and furthermore attempt to tamper with or open a POS terminal;

18.1.4 The User will ensure that the User knows the whereabouts of the POS terminal supplied to the User at all times and that in the event of one being lost, the User will immediately inform HelloPay;

18.1.5 That the User will return all POS terminals in the User’s possession to HelloPay for deactivation should the User deregister as a merchant.

Breach
19.1 The User shall be deemed to be in breach of these Terms if:
19.1.1 the User breaches any of the terms of these Terms;

19.1.2 any judgment or order is made against the User;

19.1.3 a creditor attaches or takes possession of, or a distress, execution, sequestration or other similar process for the enforcement of creditors’ rights is levied or enforced upon or against any material part of the assets, rights or income of the User; and/or

19.1.4 the User becomes insolvent or stops or suspends payment of, or admits inability to pay, its debts generally as and when they fall due or is unable to pay its debts as and when they fall due or commences negotiations with its creditors generally with a view to the general readjustment or re-scheduling of all or part of its indebtedness to such creditors or proposes or enters into any composition or other arrangement for the benefit of its creditors generally, or proceedings are commenced in relation to the User under any Applicable Law, internal policies, regulation or procedure relating to the reconstruction or readjustment of debts.

General
20.1 If HelloPay fails to enforce any of its rights hereunder, that does not result in a waiver of that right.
20.2 If any provision of these Terms is found to be unenforceable, all other provisions shall remain unaffected
20.3 These Terms may not be varied by the User except with HelloPay’s prior express written consent.
20.4 These Terms and any document expressly referred to therein represents the entire Terms between the User and HelloPay in relation to the subject matter of these Terms. HelloPay is required by law to advise the User that the contract formed herein may be concluded in the English language only and that no public filing requirements, if applicable, apply.
20.5 Upon request, HelloPay will provide the User with a copy of these Terms or any part of the information contained herein.
20.6 No third party has the right to enforce any terms of these Terms.
20.7 The laws of the Republic of South Africa shall govern the interpretation, validity and effect of these Terms and the use of the HelloPay Website notwithstanding the User’s domicile, residence or physical location.
20.8 The User hereby consents and submits to the jurisdiction of The High Court of South Africa, Gauteng Division in any action or proceeding instituted under or related to these Terms.