E-Merchant authorises all such Checks, and to the processing and use, including disclosure to Novum group companies and all other relevant third parties (as is more particularly described below) for the purposes described herein. E-Merchant hereby represents and warrants that it is duly authorised to consent to the aforementioned checks, use, disclosure and transfer as detailed herein.
E-Merchant undertakes to pay Novum all fees mutually agreed by Novum, as applicable, TPI and E-Merchant and specified in Schedule of Fees and Charges. As a general rule, E-Merchant will be offered fees individually specified for different categories and different brands of Cards (unblended pricing), unless E-Merchant requests subsequently, in writing or in a similar electronic form, to receive blended pricing. E-Merchant also agrees to pay Novum the amount of any fees, charges, Chargebacks and refunds incurred by E-Merchant. Furthermore, the E-Merchant agrees to pay all fines or penalties assessed against Novum by any Card Payment Scheme or Issuer for violations by E-Merchant of the by-laws, rules, regulations, guidelines, policy statements or threshold requirements of such parties subject to receipt of prior written notice and documentary evidence from Novum of all such fines and penalties. The E-Merchant also agrees to pay Novum a 20% management cost arising from such fines or penalties levied on Novum by the Card Payment Schemes.
E-Merchant must notify Novum as soon as reasonably practicable, as applicable, about any changes in its relationship with any TPI.
E-Merchant may not retain or store CVV2/CVC2 data after Authorisation for a Transaction has been received.
E-Merchant undertakes to use all reasonable efforts to maintain Chargeback and fraud rates at a level acceptable to Novum and the Card Payment Schemes. If the ratio of Chargebacks to Transactions or fraud to sales exceeds 1% for a period of longer than three calendar months, Novum may terminate the Merchant Agreement in accordance with clause 28. 1
E-Merchant undertakes to send all information and documents Novum requests within the time limit given by Novum and in a form acceptable to Novum, when such information and documents are requested by the Card Payment Schemes.
E-Merchant is not allowed to use the Novum logo except in the context of Novum’s Services for E-Merchant.
E-Merchant warrants that it is and shall remain during the term of the Agreement fully compliant with the PCI DSS.
E-Merchant agrees to indemnify and hold Novum and TPI harmless on a full and continuing basis, from any and all losses, claims, damages, liabilities and expenses properly incurred, including the cost of investigating the claim, attorneys’ fees and costs (whether or not an attorney is an employee of Novum or X Novum’s affiliates, TPI or affiliates of TPI) whether in contract or tort (including negligence or breach of statutory duty), directly or indirectly arising out of any of the following:
a. E-Merchant’s failure to comply with the Agreement;
b. E-Merchant’s failure to comply with any bylaw, Card Payment Scheme Rule, regulation, guideline or policy of any Card Payment Scheme or Issuer;
c. E-Merchant’s failure to comply with any Applicable Law, rule or regulation;
d. Fees and fines levied against Novum or TPI as the result of E-Merchant exceeding one or more Card Payment Scheme compliance programme thresholds or standards. If any such fee or fine is imposed Novum or TPI as a result of the activities of more than one E-Merchant, such fee or fine will be assessed to E-Merchant proportionately, as determined by Novum;
e. Any dispute concerning the quality, condition or delivery of any merchandise of E-Merchant or the quality of performance of any service by E-Merchant;
f. The fraud or dishonesty of E-Merchant or E-Merchant’s employees or agents;
g. Incidents of money laundering or terrorist financing;
h. E-Merchant’s selection of an Internet service provider or other telecommunication services provider;
i. The theft of or damage or destruction to any software by E-Merchant;
j. E-Merchant’s submission of any incorrectly processed Transactions, unauthorised Transactions and prohibited Transactions;
k. Claims by Cardholder relating to any Transaction paid to E-Merchant as may be made by way of defence, dispute, offset, counterclaim or affirmative action of Cardholder;
l. Any loss of Cardholder’s information or Transaction data in contravention of clause 10.3;
m. E-Merchant’s breach of the duty of confidentiality set out in clause 17; n. E-Merchant’s non-compliance in relation to Chargebacks;
o. Any breaches or violation by E-Merchant, or E-Merchant’s employees, officers, agents and/or sub-contractors of PCI DSS or any of the other standards and/or programme requirements referenced in clause 10.8; and
p. Any breach or default of any of its obligations by any internet Payment Service Provider appointed by E-Merchant from time to time;
q. E-Merchant’s operation or use of any website ...
E-Merchant. A legal or natural person registered in an EU country or in the UK engaged in the sale of goods on the Internet on a professional basis.
