Nedbank Merchant Agreement

8/15/2019 Nedbank Merchant Agreement

1/24

Nedbank Limited Reg No 1951/000009/06, VAT Reg No 4320116074, 135 Rivonia Road, Sandown, Sandton, 2196, South Africa.We subscribe to the Code of Banking Practice of The Banking Association South Africa and, for unresolved disputes, support resolution through the Ombudsman for BankingServices. We are an authorised financial services provider. We are a registered credit provider in terms of the National Credit Act (NCR Reg No NCRCP16).

Page 1 of 10 MerchantAgreementE-com4_61ENED.dot 24Mar2011| SD2

MERCHANT AGREEMENT

E-COMMERCE

between

NEDBANK LIMITED(Reg No 1951/000009/06)

of135 Rivonia Road, Sandown, Sandton

(‘Nedbank’)

and

(Name of sole proprietor, close corporation, company, etc)

(Trading as ie name on website)

(Registration/ID number where applicable)

(VAT number of sole proprietor where applicable)

of

(Physical address)

(‘the merchant’)

(Collectively ‘the parties’)


2/24



1 IT IS RECORDED THAT:

The merchant wishes to market and sell its goods and/or services online via the internet by accepting cardholders’ cards asthe method of payment;AND the merchant is desirous to appoint Nedbank to act as its acquiring bank in order to effect settlement of the purchase ofsuch goods and/or services over the internet, subject to the terms and the conditions set out below.Therefore the parties th agree as follows:

2 BUSINESS OF MERCHANT

The business of the merchant is that of:

(Full description of the nature of online internet business)

3 DEFINITIONS

3.1 In this agreement, unless it is clearly inconsistent with the context or otherwise indicated in the wording:3.2 acquirer means a financial institution that establishes a contractual service relationship with a merchant for the purpose

of accepting cards;3.3 agreement means this agreement and all annexures and addendums attached hereto; 3.4 authentication means the process of verifying that a person making an e-commerce purchase is entitled to use the

tendered payment card;3.5 authorisation means approval of a transaction by or on behalf of an issuer according to defined operational regulations;3.6 card means MasterCard debit and credit cards, Visa debit and credit cards and fleet cards;3.7 cardholder means the person to whom a card has been issued by a recognised financial institution that is affiliated to

one of the card associations;3.8 card issuer means a bank that is affiliated to one of the card associations that issues cards thereby entering into a

contractual relationship with the cardholder for the issuance of one or more cards;3.9 chargeback means a procedure where an issuer charges a card transaction back to the acquiring bank and

subsequently its merchant in accordance with card association rules;3.10 floor limit means the total amount that the merchant may allow a cardholder to spend with his/her card on any one

occasion without obtaining prior authorisation from the card issuer;3.11 fraudulent transaction means any transaction that would constitute fraud in terms of common law (irrespective of

whether Nedbank has issued an authorisation code number in good faith to the merchant). This includes any cardpurchase and/or transaction made by someone other than the authorised cardholder, and the use of a card or cardaccount number that has not been issued by a bona fide card issuer to conclude this purchase;

3.12 internet means the collection of local area networks, wide-area networks and third-party networks that all use the sameprotocol (namely TCP/IP) to form a seamless, packet-switched network, colloquially referred to as the internet, andaccessible by any person or business through an internet service provider;

3.13 merchant means an entity that contracts with an acquirer to facilitate transactions that accepts cards as payment;3.14 merchant discount (MSC) means a portion of the total value of the card transactions carried out by the merchant andpayable to Nedbank at a rate that can be amended by Nedbank from time to time;

3.15 message means an electronic communication from the merchant’s server to the payment gateway or vice versa, in aformat currently prescribed by Nedbank;

3.16 nominated bank account means the bank account nominated by the merchant from time to time in accordance withclause 17 and which is used by Nedbank to credit amounts due to the merchant and debit any costs, chargebacks and/oramounts for which the merchant is liable in terms of this agreement;

3.17 payment gateway means software used by Nedbank to forward and receive messages and to adapt messages receivedfrom the merchant’s server in order to process transactions; and

3.18 transaction means the purchase of goods and/or services from the merchant by the cardholder via the internet.

4 INTERPRETATION

4.1 Clause headings are for ease and convenience only and must not be used for the purpose of interpreting this agreement.4.2 Words and expressions will bear the meanings assigned to them and related expressions will bear corresponding

meanings.4.3 Any reference to the singular includes the plural and vice versa, any references to natural persons include legal persons

and vice versa and references to any gender include the other gender.4.4 The validity and interpretation of this agreement will be governed by the laws of the Republic of South Africa.

5 RIGHTS AND OBLIGATIONS OF THE MERCHANT

5.1 The merchant undertakes to incorporate in its website all the details that customers will need to make an informed buyingdecision, including:5.1.1 a comprehensive description of the goods on offer;5.1.2 comprehensive details of return and refund policies;5.1.3 customer service contact details, including email address and telephone number;5.1.4 the total price of the goods or services on offer, including any relevant taxes and delivery charges (all prices quoted

must be in South African rands);5.1.5 a disclosure to the cardholder that the merchant, not the supplier of the goods or service, is the merchant of record

and responsible for fulfilment of the transaction; and5.1.6 the merchant’s full name and online address.


3/24



5.2 The merchant must make provision to record:5.2.1 the cardholder’s name; 5.2.2 the expiry date of the card; and5.2.3 the authorisation code as supplied by the acquiring bank.

5.3 The merchant undertakes to accept and honour all valid cards, without discrimination, when properly presented andvalidated in payment of goods and/or services.

5.4 The merchant must check the expiry date of every card presented; if the card is not yet valid or has expired, thetransaction may not go ahead without authorisation.

5.5 The merchant must prominently and unequivocally identify itself as the merchant of record at all points of cardholderinteraction (including on its internet site, promotions and invoices).

5.6 The merchant must notify the cardholder that the merchant is responsible for:5.6.1 payment transactions;5.6.2 products and services;5.6.3 direct customer service;5.6.4 the resolution of disputes; and5.6.5 all terms and conditions of sale.

5.7 The merchant must have policies and procedures in place to keep card numbers secure and confidential and are allowedto retain cardholders’ card details.

5.8 A message received from the merchant server will be deemed to be a message from the merchant.5.9 The merchant must ensure that it has checks and balances in place for all transactions.5.10 All chargeback’s arising from a disputed virtual transaction may be debited to the merchant’s account.5.11 The merchant must comply with all legislation regulating its business, product and services including the Consumer

Protection Act, 68 of 2008, and the Electronic Communications and Transactions Act, 25 of 2002.

6 RIGHTS AND OBLIGATIONS OF NEDBANK

6.1 Nedbank will pay to the merchant the value of all goods and/or services supplied less the agreed MSC payable by themerchant after a transaction has been electronically posted. However, in the event of excessive chargebacks,bankruptcy, fraud, suspected fraud or invalid transactions or unfulfilled transactions, Nedbank may retain funds.

6.2 Nedbank is authorised to debit any other account of the merchant held at Nedbank or any other financial institution withitems listed in clauses 11, 14, 15 and 17 in the event that debits to the nominated bank account are unsuccessful.

6.3 Nedbank will have the right, at any time and at its sole discretion and without having to provide reasons, to increase,decrease or cancel a merchant’s floor limit by g iving the merchant notice in writing of such an amendment.

6.4 Nedbank will have the right to practice setoff with respect to any amount that is to be paid by Nedbank under thisagreement against any such amount that the merchant is obliged to pay Nedbank, whether under this agreement orotherwise, but excluding the right of setoff against amounts owing by the merchant to Nedbank arising from any possiblecommercial banking relationship that may from time to time exist between the parties.

7 CARDHOLDER DISPUTES

7.1 It is recorded that the cardholder may dispute any transaction for a period of 180 (one hundred and eighty) days following

the transaction through a procedure initiated by the cardholder’s issuer. 7.2 Nedbank reserves the right to charge back the amount of such dispute directly to the merchant’s account on receipt of

the dispute.7.3 The merchant will be liable for such amounts and will take up the resolution of disputes directly with the cardholder.

Nedbank will not intervene on behalf of any of the parties and will not become involved in a dispute between a cardholderand a merchant.

8 FLOOR LIMITS

8.1 A zero floor limit applies to all transactions.8.2 The floor limit for Iveri Batch-processed transactions will be stipulated as per annexure B.

9 AUTHORISATIONS

9.1 The merchant must obtain authorisation from Nedbank for a transaction by means of a message.9.2 The merchant must provide the authorisation code number when presenting a transaction for payment.

9.3 Nedbank is entitled to refuse to authorise a transaction without giving any reasons.9.4 An authorisation granted by Nedbank merely indicates that the cardholder concerned has sufficient funds in his/her cardaccount and is able to pay for the purchase at the time when the transaction is authorised. This authorisation does notwarrant:9.4.1 that the card is valid or genuine;9.4.2 that the person presenting the card is genuine;9.4.3 that Nedbank will eventually pay the value of the authorised transaction; or9.4.4 that payment by Nedbank of the value of the authorised transaction will not be charged back to the merchant.

10 MERCHANT’S OBLIGATIONS IN RESPECT OF TRANSACTION DATA

10.1 The merchant must keep all information relating to a transaction on its database for at least 3 (three) years from thetransaction date.

10.2 The merchant must retain proof of supply/delivery of the goods/services for at least 3 (three) years from the transactiondate.

10.3 The merchant will be liable for the value of the sale should the cardholder subsequently repudiate or dispute anytransaction.

10.4 For transactions processed through the payment gateway, the merchant must, within 5 (five) days of the deposit date,query any non-reflected credits.


4/24




5/24



11 PRESENTATION FOR PAYMENT

11.1 A transaction requiring payment must be presented by means of a message to the payment gateway. The message mustinclude a record of all authorised transactions relating to goods that have been dispatched. The frequency of the datainterchange will be at the sole discretion of Nedbank. However, the merchant must ensure that all transactions arepresented for payment within 3 (three) banking days of the transaction date.

11.2 The merchant undertakes to notify Nedbank immediately if there are any errors in the data interchange arising from adefective communication link. Nedbank’s liability will then be limited to correcting the faulty dat a interchange in thesystem.

11.3 Nedbank will credit the merchant’s nominated bank account with the total net amount of all transactions presented forpayment, subject to clause 17 below.

11.4 The fact that Nedbank may have credited the merchant’s nominated bank account does not deprive Nedbank of its rightto effect chargebacks or cancel payment of transactions by debiting the merchant’s nominated bank account with theamount of the invalid transaction.

11.5 The merchant acknowledges that a transaction may not be presented for payment unless the relevant goods and/orservices have been supplied.

12 WARRANTIES

By presenting transactions to Nedbank for payment, the merchant warrants that:12.1 all statements of fact contained in them are true;12.2 the goods and/or services concerned were supplied at the merchant’s normal cash price and that the price includes no

additional charges or element of credit;12.3 the transaction between the merchant and the cardholder is legal and conforms to the laws of the Republic of South

Africa;12.4 the goods and/or services supplied in terms of the transactions do not transgress the laws of the Republic of South

Africa;12.5 there has been full compliance with the terms of this agreement;12.6 it indemnifies Nedbank against any claim or liability that may arise from a merchant-cardholder dispute in respect of

goods and/or services supplied. The onus is on the merchant to provide satisfactory evidence to Nedbank that the debitof the cardholder’s account was authorised by the cardholder;

12.7 the goods and/or services referred to in the transactions were in fact supplied by the merchant to the cardholder at theagreed location and within the agreed period of time;

12.8 if the merchant is:12.8.1 a legal persona or trust, that the merchant will be incorporated in terms of the relevant laws of the Republic of

South Africa and be registered in accordance with South African law; or12.8.2 a natural person, that the merchant is a South African citizen and domiciled in the Republic of South Africa; or12.8.3 a partnership, that the majority of the partners are South African citizens and domiciled in the Republic of South

Africa and that the main business of the partnership is conducted in the Republic of South Africa.

13 INDEMNITY

The merchant hereby indemnifies Nedbank against and waives its rights in respect of any demand, claimor action relating to, or in connection with this agreement, whether arising directly or indirectly, unlesssuch demand, claim or action arose as a direct consequence of the gross negligence or wilful misconductof Nedbank or any of its employees. Any demand, claim or action arising against Nedbank as aconsequence of the circumstances referred to in this clause will be limited to direct damages only, andspecial or consequential damages are specifically excluded.

Initial here:

14 INVALID TRANSACTIONS

14.1 A transaction will be invalid if:14.1.1 the commencement date indicated on the card has not yet been reached;14.1.2 the card has expired;14.1.3 the transaction does not comply with any warranty contained in clause 12 above;14.1.4 the merchant does not present the transaction or supply the goods/services within the agreed period; or14.1.5 at the time of the transaction any provision of this agreement has been violated.

14.2 Nedbank may at its sole discretion elect to treat any of the abovementioned transactions as valid, but without prejudice tothe right of Nedbank to treat any subsequent, similar transaction as invalid.

14.3 In the event of an invalid transaction as set out above Nedbank will be entitled to charge back this transaction asdescribed in clause 15.1.

15 REFUNDS

15.1 If the merchant is of the reasonable opinion that the cardholder is entitled to a refund or refund is requested by acardholder, the merchant must:15.1.1 process the refund transaction through the applicable e-commerce facility;15.1.2 confirm the relevant refund details with the cardholder;15.1.3 not give a cash refund to the cardholder;15.1.4 determine the amount of the refund as at the date when the merchant processed it, taking into account the

prevailing exchange rate (where applicable), less any service fees and other charges that Nedbank may levy at

the time.


6/24



16 PROVISIONS RELATING SPECIFICALLY TO SOFTWARE AND INFRASTRUCTURE

16.1 The merchant may carry out transactions only if it has an infrastructure approved by Nedbank and is in possession of avalid merchant certificate (or if such a certificate was provided as part of the payment gateway).

16.2 The merchant must comply with all applicable laws regarding import and export transactions performed over the internet.16.3 Nedbank will not be party to any dispute between the merchant and an e-commerce service provider appointed by the

merchant to establish its internet infrastructure. Nedbank will also not be liable for any damage suffered by the merchantresulting from any failure or malfunction of this infrastructure.

16.4 The merchant will be responsible for paying any charges or additional charges levied by Telkom or othergovernment/non-government body authorised to control any connections that the infrastructure needs to functionproperly.

16.5 Nedbank will not be liable for damage caused by a network breakdown, system failure or equipment malfunction, or bythe destruction of or damage to facilities caused by power failures or similar occurrences. It will also not be liable for lossor damage caused by events beyond Nedbank’s control and/or the fact that the merchant or cardholder is unable to gainaccess to the merchant’s infrastructure or to use it.

16.6 The merchant must, within a period agreed to by both parties, implement any hardware/software prescribed by Nedbankto manage/reduce fraud. If the merchant fails to do so, Nedbank will have the right to cancel this agreement withimmediate effect.

16.7 The merchant agrees to implement security standards in the manner prescribed by Nedbank.

17 DEBITING THE MERCHANT’S ACCOUNT

17.1 Nedbank is entitled to debit against the merchant’s nominated bank account at whatever bank this account is held: 17.1.1 any refund due to the cardholder in accordance with the refund procedure set out in clause 15;17.1.2 the value of reversals of invalid transactions;17.1.3 rentals for software and/or devices;17.1.4 any refund due to a cardholder and not attended to by the merchant;

17.1.5 the value of disputed transactions brought to the attention of Nedbank by cardholders;17.1.6 interest at Nedbank’s prime overdraft rate payable by the merchant to Nedbank on any sum due; 17.1.7 the value of transactions performed by a cancelled or otherwise invalid card; and17.1.8 fees charged by Visa and MasterCard for excessive chargebacks or other disputes relating to the merchant.

17.2 The merchant must pay an administration fee for each payment that is due to Nedbank and is returned unpaid by themerchant’s bank.

17.3 The merchant authorises Nedbank, for the duration of this agreement, to debit its nominated bank account, with account

number held at the branch of

17.4 The merchant undertakes to notify Nedbank immediately in writing or by electronic mail of any changes in its nominatedbank account details. Such advice must reach Nedbank at least 10 (ten) business days before such change will comeinto effect. The merchant waives any right to claim damages from Nedbank if such damages result from non-compliancewith this clause.

17.5 The amounts referred to in 17.1 will be subject to exchange rate variations, where applicable.17.6 VAT will be payable on all fees referred to in this agreement, where applicable.

17.7 Nedbank reserves the right to terminate this agreement immediately if any debit referred to in this agreement is returnedunpaid by the merchant’s bank for whatever reason.

17.8 Nedbank reserves the right to vary any other fees provided for in the agreement by giving the merchant writtennotification thereof, which notification includes but is not limited to a letter, a statement message or a statement insert.

17.9 The merchant hereby agree and acknowledge that Nedbank will be entitled to debit the merchant’s nominated bankaccount with all the amounts specified in this agreement for a period of not more than a 180 (one hundred and eighty)days from the date of cancellation of the merchant facility.

18 FRAUDULENT TRANSACTIONS

18.1 The merchant may not present records of transactions that it knows or should have known were fraudulent orunauthorised by the cardholder. The merchant agrees to take responsibility for the action of its employees at all times.

18.2 Nedbank is entitled to debit the merchant’s bank account at any time with the value of all fraudulent transactions postedby the merchant.

18.3 Nedbank reserves the right to terminate this agreement immediately if the merchant or its employees perpetrate fraud, or

if the level of fraudulent transactions exceeds the levels defined by Visa International Service Association andMasterCard International Incorporated.

19 DISCLOSURE OF INFORMATION

19.1 The merchant must advise Nedbank of any material change in the nature of its business and/or ownership as indicatedon the application form.

19.2 The merchant must disclose to Nedbank information about any previous merchant agreements concluded with otherfinancial institutions (including but not limited to any restrictive conditions) and the reasons for cancelling thoseagreements, and the merchant authorises Nedbank to investigate these.

19.3 Except where required by law, the merchant may not disclose, sell, store, purchase, provide or exchange a cardholder’scard details, name or account number to third parties in the form of mailing lists, tapes or other media, if these detailshave been obtained by means of a card transaction. The merchant must keep securely all systems and media containingaccount, cardholder or transaction information (physical or electronic), including account numbers, to prevent access byor disclosure to anyone other than the merchant’s authorised employees or Nedbank. The merchant must destroy allmaterial that is no longer needed in such a way that the data is illegible.

19.4 Nedbank will disclose information concerning the merchant to card associations and other financial institutions for use inany fraud prevention schemes they may set up.


7/24



20 INSPECTIONS

20.1 Nedbank has the right to conduct physical inspections and investigations at the merchant’s premises when handlingclaims of cardholders and investigating suspected fraud. The merchant acknowledges that Visa International Service Association and MasterCard International Incorporated have the right to conduct an audit of the merchant at any time.

20.2 Nedbank has the right to do an inspection to ascertain whether the server is housed in a secure environment as requiredby Nedbank.

21 ACCOUNT QUERIES

If the merchant wishes to query the accuracy or any other aspect of an entry on its account, this must be done within 30 (thirty)days of the date on which the entry appeared on the merchant’s bank statement, failing which the merchant will forfeit any

claim against Nedbank in respect of this entry.

22 DISPLAY OF SYMBOLS

22.1 The merchant must display all marks and symbols provided by Nedbank in relation to the card in such a way that thepublic can clearly see that the merchant is willing to honour the card in payment of goods and/or services. These marksand symbols must be equivalent for any card.

22.2 The merchant’s right to use or display such marks and symbols will continue only as long as this agreement remains inforce, or until Nedbank notifies the merchant that they should no longer be used or displayed.

22.3 The merchant may in no way state or create the impression that Nedbank, Visa International Service Association,MasterCard International Incorporated or any other card issuer endorses or guarantees any of its goods and/or services.

22.4 In promoting its products or services the merchant may not refer to Nedbank, Visa International Service Association,MasterCard International Incorporated or any other card issuer.

23 BREACH

Should either party commit a breach of any material provision of this agreement and fail to remedy such breach within 14(fourteen) days after it has received from the other party written notice requiring it to do so, the aggrieved party will be entitled,without prejudice to its other rights in law, to cancel this agreement with immediate effect. Alternatively, it may insist that thedefaulting party carry out all its obligations, irrespective of whether they would otherwise have been due for performance. Ineither event the aggrieved party’s right to claim damages will not be prejudiced.

24 RESOLUTION OF DISPUTES

24.1 Subject to clause 23 any dispute that may arise between the parties in respect of this agreement or its interpretationmust be resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator orarbitrators appointed by the foundation.

24.2 Either party to this agreement may demand that a dispute be referred to arbitration by giving written notice to that effectto the other party. This clause will not preclude either party from obtaining urgent interim relief from a competent courtpending the arbitrator’s decision.

24.3 The arbitration will be held in English, at Sandton, and without delay, with a view to completion within 21 (twenty-one)days after it is requested.

24.4 The parties irrevocably agree that the decision in arbitration proceedings:- will be final and binding on the parties;- will be carried into effect; and- may be made an order of any court of competent jurisdiction.

25 DURATION

This agreement will be effective from the date on which it is signed and will remain in force for an indefinite period untilterminated by either party, who will give the other party 30 (thirty) days’ written notice subject to 16.6, 17.7 and 23 above.

26 SUSPENSION

Nedbank will have the right, irrespective of anything to the contrary contained elsewhere in this agreement, on good cause tosuspend this agreement at any time with immediate effect and without notice to the merchant, provided that transactions forwhich payment instructions have already been authorised in terms of clause 9, prior to such suspension, will be dulyprocessed.

27 GENERAL

27.1 Unless otherwise stated in this agreement, no alterations of the agreement and no waiver by Nedbank will be validunless set out in writing. Any alterations of the agreement by the merchant must be set out in writing and signed by theparties.

27.2 Any relaxation, indulgence or extension of time granted by Nedbank to the merchant will not mean that Nedbank hasnullified or waived any of its rights against the merchant.

27.3 Neither party may cede or assign any of its rights or obligations under this agreement.27.4 In respect of any account that the merchant holds with Nedbank or any other financial institution, Nedbank may elect to

set off any amount due and payable by Nedbank to the merchant against any amount due and payable by the merchantto Nedbank. The merchant must immediately pay any net amount that it owes to Nedbank after setoff.

27.5 Nedbank may elect to consolidate all accounts held by the merchant with Nedbank. A partial consolidation will notpreclude Nedbank from exercising its rights in respect of any accounts or amounts not included in this consolidation.

27.6 The terms of this agreement will be deemed to be, in respect of each part, entire, separate, severable and separatelyenforceable in the widest sense from the rest of the agreement.

27.7 Should any provision of this agreement be found by any competent court to be defective or unenforceable for any reasonwhatsoever, the remaining provisions of this agreement will continue to be of full force and effect.


8/24



28 DOMICILIA AND NOTICES

28.1 The parties choose as their respective domicilia citandi et executandi ( ‘ domicilium’ ) for all purposes the addressesfurnished on the cover page of this agreement.

28.2 Either party may change its domicilium to any other physical address within the Republic of South Africa by means of awritten notice to the other.

28.3 Any notice given by either party to the other (‘the addressee’) that:28.3.1 is delivered by hand during normal business hours at the addressee’s domicilium, will be presumed to have been

received by the addressee at the time of delivery;28.3.2 is posted by prepaid registered post to the addressee’s domicilium, will be presumed to have been received by

the addressee on the 7th (seventh) day after the date of posting;

28.3.3 is faxed to the addressee’s fax number, will be presumed to have been received by the add ressee on the date oftransmission.28.4 A notice may not be sent by electronic mail, except as specifically provided for in this agreement in clause 17.4.28.5 Any such notice referred to in clauses 28.2 and 28.3 must reach Nedbank at least 10 (ten) business days before coming

into effect. The merchant waives any right to claim damages from Nedbank if such damages result from non-compliancewith this clause.

[07Oct2010 | SD2]

Signed at on / /

(place) (day) (month) (year)

Witnesses

1(Signature)

2 For and on behalf of the merchant, duly authorised

Signed at on / /

(place) (day) (month) (year)

Witnesses

1(Signature)

2 For and on behalf of Nedbank Limited, duly authorised

ANNEXURE A

MERCHANT COMMISSION/TRANSACTION FEE/ADMINISTRATION FEE/OTHER FEES

1. The merchant commission payable by the merchant to Nedbank for credit card transactions will be an amount equal to3.75 % of the aggregate daily transfers to the nominated bank account.

2. The merchant commission fee payable by the merchant to Nedbank for debit card transactions will be an amount equal to3.75 % of the aggregate daily transfers to the nominated bank account.

3. The merchant transaction fees payable by the merchant to Nedbank will be an amount equal to2.70 rand per transaction processed.

4. An initial administration charge of R 0 will be payable by the merchant.

5. 3-D Secure monthly hosting fee of R 0 will be payable per month.

6. The 3-D Secure authentication transaction fees payable by the merchant will be equal to R 0

per transaction.

7. Nedbank will determine, at its sole discretion, the percentage of the merchant commission and the merchant commissionfee. These may be revised from time to time and the merchant notified accordingly and, unless the merchant terminatesthis agreement by giving Nedbank written notice to that effect, the merchant will be deemed to have accepted suchdetermination.

8. Nedbank reserves the right to levy other fees at any time, but will always notify the merchant accordingly one month beforethey become applicable, and, unless the merchant terminates this agreement by giving Nedbank written notice to that

effect, the merchant will be deemed to have accepted such additional fees.


9/24



ANNEXURE B

FLOOR LIMITS

1 The merchant’s floor limit for all card transactions is zero.

2 The merchant’s floor limit in respect of Iveri Batch processed transactions is:

R0 (zero) )


10/24


11/24


12/24

SOFTWARE LICENSING AGREEMENT

between

NEDBANK BANK LIMITED

(Registration No 1951/000009/06)

of

135 Rivonia Road

Sandown

Sandton

(“Nedbank”)

and

……………………………………………………………………….

(Name of sole proprietor, close corporation, company, etc)

………………………………………………………………………...

(Trading as, i.e. name on website)

………………………………………………………………………...

(Registration number / ID number, where applicable)

………………………………………………………………………...

(VAT number of sole proprietor, where applicable)

of

……………………………………………………..

……………………………………………………..

……………………………………………………..

(Physical address)

(“the merchant”)

(collectively hereinafter referred to as “the parties”)


13/24

2

Table of Contents

1 INTERPRETATION ......................................................................................................................... 3

2 RECITALS ....................................................... ................................................................. ................ 4

3 DURATION....................................................................................................................................... 4

4 LICENCE ......................................................... ................................................................. ................ 4

5 DELIVERY ............................................................................................................ ........................... 4

6 SUPPORT SERVICES....................................................................................................................... 5

7 NEDBANK’S OBLIGATIONS........................................................................................................... 5

8 VIRUS PROTECTION CLAUSE ................................................................. ...................................... 5

9 BACK-UP ......................................................... ................................................................. ................ 5

10 PRICES AND PAYMENTS ................................................................................ ........................... 5

11 PRODUCT MODIFICATION ....................................................................................................... 6

12 LIABILITY ........................................................................................................ ........................... 6

13 INTELLECTUAL PROPERTY RIGHTS ........................................................... ........................... 6

14 CONFIDENTIALITY ......................................................... ........................................................... 6

15 FORCE MAJEURE ............................................................ ........................................................... 7

16 DISPUTE RESOLUTION .............................................................. ................................................ 7

17

ARBITRATION ............................................................................................................................ 7

18 BREACH ...................................................... ................................................................. ................ 8

19 OBLIGATIONS OF THE PARTIES UPON TERMINATION ........................................................ 8

20 NOTICES AND DOMICILIUM............................................................... ...................................... 8

21 ASSIGNMENT ........................................................ ................................................................. ..... 9

22 SEVERABILITY ........................................................................................................... ................ 9

23 WAIVER ...................................................... ................................................................. ................ 9

24 ADVERTISING ....................................................... ................................................................. ..... 9

25 APPLICABLE LAW...................................................................................................................... 9

26 JURISDICTION ............................................................................................................ ................ 9

27 WHOLE AGREEMENT ................................................................ ................................................ 9

28 COSTS .......................................................................................... ................................................ 9

29 NOMINATED BANK ACCOUNT ................................................................................. ................ 9

30 AUTHORITY TO DEBIT THE NOMINATED BANK ACCOUNT ................................................ 9


14/24

3

WHEREBY THE PARTIES AGREE AS FOLLOWS:

1 INTERPRETATION

In this agreement:-

1.1

clause headings are for convenience and are not to be used in its interpretation;

1.2 unless the context indicates a contrary intention, an expression which denotes:-

1.2.1

any gender includes the other genders;

1.2.1.1 a natural person includes a juristic person and vice versa;

1.2.1.2 the singular includes the plural and vice versa;

1.3 the following expressions bear the meanings assigned to them below and cognate expressions bear

corresponding meanings:-

1.3.1 "the parties" means the parties to this agreement, being:

1.3.1.1 "Nedbank" being Nedbank Limited, Registration Number 1951/000009/06, together with its

successors-in-title and all subsidiaries (as defined in the Companies Act 61 of 1973) and assigns of 135

Rivonia Road, Sandown, 2196, and PO Box 1144, Johannesburg, 2000, telefax (011) …………….,

which address it hereby selects as domicilia citandi et executandi for the purposes of clause 20 below;

1.3.1.2

"the Merchant" means …………………………… , Registration Number ……../………../….. ,

of ……………………………………., and P O Box …………., …………………, telefax (011)

…………….. which address it hereby selects as domicilia citandi et executandi for the purposes of

clause 20 below;

1.3.2 "Bank" means a bank as defined in section 1(1) of the Banks Act No 94 of 1990 (as amended from

time to time) –

1.3.2.1 with whom a Customer holds an account ; and

1.3.2.2 which is capable of processing a Transaction;

1.3.3 "Customer" means any person or entity from whom the Merchant wishes to obtain payment, whether

for the benefit of the Merchant or any other person;

1.3.4

“Designated System” means the designated computer hardware situated at the Site on which the

Software will be loaded;

1.3.5 "Designated Transaction Points" means the number of Transaction Points for which the Merchant is

paying a licence fee;

1.3.6 “Documentation” means the Software installation and operating instructions, including the Software

User and Support Manuals, together with such associated technical literature as has been agreed by the

parties to be Documentation for the purpose of this agreement;

1.3.7 “effective date” means the date of signature of this agreement by the party last signing;

1.3.8 “activation” means the implementation of the Software on the Designated System by Nedbank to

enable the Merchant to operate the Software, and “activate“ shall have a corresponding meaning;

1.3.9 “Site/s” means all designated transaction points;

1.3.10 “Software” means the iVeri System, which is a payment authorisation system which facilitates

electronic payments, including (without limitation) credit card payments, via the world wide web or any

other electronic network;

1.3.11 “Support Services” means the Software support services provided by Nedbank which the Merchant

shall have access to for the duration of this agreement;

1.3.12 "Transaction" means any transaction effected using the Software, whether directly or indirectly, in

order to obtain payment from a Customer or any other person;

1.3.13 "Transaction Point" means any device, mechanism or medium whatsoever which the Merchant uses

to effect a Transaction, whether directly or indirectly, and includes but is not limited to

1.3.13.1 any device, mechanism or medium on which the Software is installed or through which access

may be gained to Software;

1.3.13.2

any internet and world wide web website;

1.3.13.3

any computer or programme on or through which Software may be accessed;


15/24

41.3.13.4 any device capable of interpreting information contained on any medium issued by a Bank to a

Customer for the purposes of effecting payments;

1.3.13.5 any device whatsoever used to communicate information pertaining to a Customer, a Bank, the

Merchant or any transaction or a proposed transaction between a Customer and the Merchant to any

other person so as to enable such person to effect a Transaction;

1.3.14

"Additional Transaction Points" means any Transaction Points over and above or other than theDesignated Transaction Points;

1.4 Words and expressions defined in any clause shall, for the purposes of that clause, bear the meaning

assigned to such words and expressions in such clause;

1.5 the annexes to the agreement and the schedules to the annexes, form part of this agreement and shall be

construed and have the same meaning as if expressly set out in the body of the agreement;

1.6 in this agreement and the annexes the word “agreement” refers to this agreement and the words “clause”

or “clauses” and “annexe” or “annexes” refer to clauses of and annexes to this agreement;

1.7 this agreement includes the annexes.

2 RECITALS

2.1

Nedbank has the right to distribute the Software and the Merchant wishes to use the Software underlicence from Nedbank.

2.2 The Software enables the processing of Transactions through Banks.

3 DURATION

Subject to the provisions of clause 18, this agreement shall commence on the effective date and shall

remain in force on a month to month basis, subject to the right of either party to terminate this agreement

at any time by giving the other party not less than 60 (sixty) days’ prior written notice of su ch

termination.

4 LICENCE

4.1 Nedbank hereby grants to Merchant and Merchant hereby accepts a non-exclusive, non-transferable

licence to use the Software for the duration of this agreement, subject to the terms and conditions herein

contained.

4.2 The licence contemplated in clause 4.1 entitles Merchant to receive the Software and to use such

Software only on the Designated System and for the Designated Transaction Points. Should the

Merchant wish to use Additional Transaction Points, Merchant shall inform Nedbank of same and

Merchant shall then be liable to Nedbank for additional licence fees for the Additional Transaction

Points at the prevailing rate as determined by Nedbank from time to time.

4.3 Each copy of the Software in the possession or under the control of the Merchant will be subject to the

provisions of this agreement and, as such, to the same restrictions on use and disclosure as are contained

in this agreement.

4.4 Subject to the Merchant obtaining Nedbank's prior written approval, the Merchant shall be entitled to

allow third parties under contract with the Merchant access to the Software on a Designated System for

the Merchant’s internal purposes only, provided that such access is in terms of this agreement and tha t

the Merchant informs such third parties of the licensing stipulations contained herein.

4.5

The Merchant shall under no circumstances be entitled to use the Software to provide any Transaction

facilities to third parties.

4.6 Save as provided in clause 9.1, the Merchant is specifically prohibited from creating any copies of the

Software. The Software consists of proprietary products which are and shall remain the exclusive

property of Nedbank and the Merchant shall have no right, title or interest therein except as expressly set

forth in this agreement.

5 DELIVERY

5.1 The Merchant shall take delivery of the Software by downloading and installing same from the internet

website at http://www.iveri.co.za .

5.2 Nedbank shall activate the Software on the Merchant's Designated System within 7 (seven) days of

request by the Merchant for the Software. (During such activation process, the Merchant shall be

required to carry out a Transaction on a test-basis and upon receipt of confirmation of the Transaction being successful, Nedbank shall fully activate the Software).


16/24

55.3 Should the activation of the Software be delayed by any act or omission on the part of the Merchant or

any circumstances contemplated in clause 15.1, the date for activation of such Software shall be

automatically extended by a period equal to the duration of such delay.

5.4 In the event of the Merchant requiring any on-site installation assistance or training in respect of the

Software, it shall be provided by Nedbank and shall be subject to such additional installation and

training costs at Nedbank's prevailing rates from time to time.6 SUPPORT SERVICES

Nedbank shall provide a 24 (twenty-four) hour - 7 (seven) days a week Help Desk-call facility at which

Merchant shall log queries relating to the Software. The Merchant shall provide Nedbank with such

details of the query or fault as is necessary to enable Nedbank to carry out the Support Services.

7 NEDBANK’S OBLIGATIONS

7.1 Nedbank does not, under any circumstances, warrant that:-

7.1.1 the Software is suitable for the purpose for which the Merchant intends to use it;

7.1.2 the Software will meet the requirements of the Merchant;

7.1.3 the length of time for which the version of the Software licensed to the Merchant shall remain

current and operational;7.1.4 the length of time for which the Software shall remain usable and not be rendered obsolete;

7.1.5 the Software will perform according to any specifications other than those contained in the material

supplied with the Software; and

7.1.6 the Software will operate correctly or be fully functional in the environment in which the Merchant

intends to use it or in conjunction with the programmes with which the Merchant intends to use it.

7.2 To the extent that the Software fails to perform in accordance with the specifications contained in the

Documentation, or that any defects or errors become apparent in the Software, Nedbank's sole obligation

shall be to use reasonable efforts to remedy such non-performance, defects or errors.

7.3 Nedbank does not warrant that a Bank or any Bank through which the Merchant wishes to process a

Transaction(s) will permit the Merchant to effect such Transaction and it shall at all times remain the

sole responsibility of the Merchant to obtain the necessary authorisation from the Bank in question and

to do all such things as are necessary in relation to the Bank to enable the Merchant to process a

Transaction.

8 VIRUS PROTECTION CLAUSE

8.1 Whilst not warranting that the Software will be error-free, Nedbank warrants that the Software supplied

by Nedbank to the Merchant will be free of any known viruses, time blocks and any other form of

destructive coding and/or device, save that when the Merchant is in material breach of this Agreement,

Nedbank shall be entitled to intentionally disable the Merchant's continued use of the Software.

8.2 This warranty shall not apply if:-

8.2.1 the Software is not used in accordance with Nedbank’s instructions; or

8.2.2 any item of the Software has been altered, modified or converted by the Merchant without written

approval of Nedbank.

9 BACK-UP

9.1 The Merchant is entitled to make and maintain 2 (two) back-up copies of the Software for operational

security purposes, and may make such copies of part or all of the Software as are strictly necessary for

such purposes. Back-up copies may be used whenever the Software is rendered unusable or inoperable,

provided that Nedbank shall be notified of such event without delay.

9.2 Back-up copies shall be stored at the Site or such other site as may be agreed in writing with Nedbank.

10 PRICES AND PAYMENTS

10.1

The Merchant shall pay Nedbank such activation fees and monthly licence fees ("Merchant fees") for the

use of the Software as set out in Annexe “A” hereto, as well as any amounts which may become due in

respect of any additional services provided by Nedbank, including (without limitation) any commissions

payable to Nedbank in terms of any Merchant Agreement in place between the Merchant and its Bank.

10.2

The monthly Merchant fee is due and payable in advance on the first business day of each month for the

duration of this agreement.


17/24

610.3 Nedbank has the right, from time to time, to review the fees payable by the Merchant and shall

accordingly, provide the Merchant with not less than 30 (thirty) days prior written notice of any such

increase or decrease in the monthly Merchant fee.

11 PRODUCT MODIFICATION

11.1 The Merchant will not decompile, reverse compile, disassemble or print the source code nor derive nor

attempt to derive the source code of the Software, unless the Merchant is specifically permitted to do soin terms of this agreement.

11.2 The Merchant shall not attempt to modify, enhance or alter the Software or any part thereof, or permit

others to do so, without Nedbank’s express prior written permission and, unless otherwise agreed by the

parties in writing, any such modifications, enhancements or alterations shall be and remain the property

of Nedbank.

12 LIABILITY

12.1 Neither Nedbank nor any other party with whom Nedbank has contracted with in relation to the Software

("the Agents") shall be liable to the Merchant for any indirect, consequential, punitive or like damages or

loss which may arise out of any breach or series of breaches pursuant to this agreement.

12.2

Neither Nedbank nor the Agents will be liable to the Merchant or any third party:-

12.2.1

for any loss or damage arising directly or indirectly as a result of abuse, misuse or unauthorised useof the Software; and

12.2.2 for any modifications to the Software which have not been carried out or authorised by Nedbank.

12.3 The provisions of this clause shall constitute an irrevocable stipulation by Nedbank and the Merchant in

favour of the Agents that may be accepted by the Agents at any time after the effective date.

13 INTELLECTUAL PROPERTY RIGHTS

Nedbank warrants that the Software will not infringe any patent, design, copyright, trade secret or other

proprietary right of any third party, and Nedbank shall, at its cost, defend the Merchant against any claim

that the Software infringes any patent, design, copyright, trade secret or other proprietary right of any

third party, provided that the Merchant gives prompt notice to Nedbank of such claim and Nedbank

controls the defence thereof. Nedbank further indemnifies the Merchant against and undertakes that it

will pay all costs, damages and attorney fees, if any, finally awarded against the Merchant in any action

which is attributable to such claim and will reimburse the Merchant with all costs reasonably incurred bythe Merchant in connection with any such action.

14 CONFIDENTIALITY

14.1 For the purposes of this clause 14, "confidential information" means, without limiting the generality of

the term, any information or other data, whether written, oral or graphic, which Nedbank may disclose or

provide to, or which otherwise comes to the knowledge of the Merchant by whatsoever means, including

(without limitation):-

14.1.1 information relating to Nedbank's strategic objectives and planning for both their existing and future

Information Technology needs;

14.1.2 information relating to the Nedbank's past, present and future research and development;

14.1.3 information relating to Nedbank's business activities, business relationships, products, services,

customers and clients;

14.1.4 information contained in Nedbank’s software and associated material and documentation situated at

its various Installations;

14.1.5 information contained in electronic storage media;

14.1.6

Nedbank technical, scientific, commercial, financial and market information, know-how and trade

secrets;

14.1.7 data concerning Nedbank business relationships, architectural information, demonstrations,

processes and machinery;

14.1.8 Nedbank's plans, designs, drawings, functional and technical requirements and specifications;

14.1.9 information concerning faults or defects in the Software or the incidence of such faults or defects.

14.2

The Merchant shall treat and hold as secret and confidential all information that it receives from Nedbank or any other person that makes the same available at the request of Nedbank.


18/24

714.3 Under no circumstances shall Merchant disclose or communicate confidential information to any third

party without Nedbank’s prior written consent.

14.4 The Merchant shall restrict the dissemination of confidential information of Nedbank to only those of its

personnel who are actively involved with this agreement and then only on a “need to know basis” and

shall initiate and implement internal security procedures reasonably acceptable to Nedbank to prevent

unauthorised disclosure and shall take all practical steps to impress upon those of its personnel who needto be given access to the confidential information, the secret and confidential nature thereof.

14.5 Upon termination, cancellation or expiry of this agreement, Merchant shall deliver to Nedbank or, at

Nedbank's option, destroy all originals and copies of confidential information supplied to it by Nedbank.

14.6 The aforegoing obligations shall not apply to any information which:-

14.6.1 is lawfully in the public domain at the time of disclosure;

14.6.2 subsequently becomes lawfully part of the public domain by publication or otherwise;

14.6.3 subsequently becomes available to Merchant from a source other than Nedbank which is lawfully

entitled without any restriction on disclosure to disclose such confidential information; or

14.6.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order.

14.7

This clause 14 is severable from the rest of this agreement and shall remain valid and binding on the parties notwithstanding any termination of this agreement.

14.8 The Merchant hereby indemnifies Nedbank and holds it harmless against any loss or damages that

Nedbank may suffer as a result of any breach of this clause 14, whether by the Merchant or any of its

personnel.

15 FORCE MAJEURE

15.1 Neither party shall be liable for any failure to fulfil its obligations under this agreement if and to the

extent such failure is caused by any circumstances beyond its reasonable control, including but not

limited to flood, fire, earthquake, war, tempest, hurricane, industrial action (other than in relation to any

wage dispute between the Merchant and its employees; the avoidance of industrial action stemming from

such causes being conclusively deemed for the purposes of this agreement to be within the reasonable

control of the Merchant), government restrictions or acts of God.

15.2

Should either party be unable to fulfil a material part of its obligations under this agreement for a periodin excess of 60 (sixty) days due to circumstances beyond its reasonable control, as recorded in clause

15.1, the other party may at its sole discretion cancel this agreement forthwith by written notice.

16 DISPUTE RESOLUTION

16.1 The parties accept that disputes may arise between the parties during the course of this agreement. Any

operational dispute which may arise shall be referred to a joint committee of the Divisional Director of

Nedbank and any Director of the Merchant, or alternates appointed by them, who will use their best

endeavours to resolve the dispute within 14 (fourteen) days of the dispute having been referred to them.

16.2 If the dispute is not resolved in accordance with the aforegoing, it shall be submitted to and decided by

arbitration in terms of clause 17.

17 ARBITRATION

17.1

Subject to the provisions of clause 16, any dispute which may arise at any time between the partiesrelating to any matter arising out of this agreement or the interpretation thereof, shall be finally resolved

in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or

arbitrators appointed by the Foundation.

17.2 Either party to this agreement may demand that a dispute be referred to arbitration by giving written

notice to that effect to the other party.

17.3 This clause shall not preclude either party from obtaining interim relief on an urgent basis from a court

of competent jurisdiction pending the decision of the arbitrator.

17.4 The arbitration referred to in 17.1 shall be held:-

17.4.1 at Sandton in the English language; and

17.4.2 immediately and with a view to its being completed within 21 (twenty-one) days after it is demanded;

17.5

The parties irrevocably agree that the decision in arbitration proceedings:-

17.5.1 shall be final and binding upon the parties;


19/24

817.5.2 shall be carried into effect;

17.5.3 may be made an order of any court of competent jurisdiction.

17.6 This clause 17 is severable from the rest of this agreement and shall remain valid and binding on the

parties notwithstanding any termination of this agreement.

17.7

18 BREACH

18.1 Should either party commit a material breach of this agreement and fail to remedy such breach within 14

(fourteen) days after having been called upon in writing by the other party to do so, then and in such

event such other party shall be entitled, in addition to any other rights and remedies that it may have in

terms of this agreement or otherwise, including the right to recover damages, to terminate this agreement.

18.2 Should:-

18.2.1 the Merchant effect or attempt to effect a compromise or composition with its creditors; or

18.2.2 the Merchant be provisionally or finally liquidated or be placed in judicial management, whether

provisionally or final; or

18.2.3 the Merchant cease or threaten to cease to carry on its normal line of business in the Republic of

South Africa or default or threaten to default in the payment of its liabilities generally, or commit anyact or omission which would, in the case of an individual, be an act of insolvency in terms of the

Insolvency Act, 1936 (as amended); or

18.2.4 the Merchant dispose of a material portion of its undertaking or assets; or

18.2.5 there be any change in the control or any material change in the shareholding or management of the

Merchant which Nedbank, in its sole discretion, considers to be detrimental to it;

Nedbank shall be entitled, but not obliged, to terminate this agreement on written notice to the Merchant,

in which event such termination shall be without prejudice to any claim which Nedbank may have for

damages against the Merchant occasioned by the termination of this agreement in terms of this clause,

notwithstanding that the damages shall only have arisen due to termination in terms of this clause.

19 OBLIGATIONS OF THE PARTIES UPON TERMINATION

19.1

Nedbank shall be entitled to disable the Software where this agreement is lawfully terminated in terms ofclause 18 and the Merchant shall, within 14 (fourteen) days’ of receiving written notice from Nedbank

calling upon it to do so, and against payment of any amounts that may be due by the Merchant to

Nedbank, whether pursuant to such termination or otherwise:-

19.1.1 where requested by Nedbank, return or destroy the Software and all copies thereof and shall furnish

Nedbank with an affidavit detailing the manner in which the Merchant has complied with the

provisions of this clause 19; and

19.1.2 pay all outstanding amounts which are due to Nedbank as at the date of termination.

20 NOTICES AND DOMICILIUM

20.1 The parties hereto select as their respective domicilia citandi et executandi the physical addresses set out

in clause 1.3.1 above or such other address or telefax number as may be substituted by notice given as

herein required.

20.2

Any notice addressed to a party at its physical or postal address shall be sent by prepaid registered post,

or delivered by hand, or sent by telefax.

20.3 Any notice to be given by either party to the other shall be clearly marked for the attention of the

Managing Director in the case of Nedbank, and a director/ member/ sole proprietor/ partner (whichever

is applicable) in the case of the Merchant, and shall be deemed to have been duly delivered:-

20.3.1 if posted by prepaid registered post, 10 (ten) days after the date of posting thereof,

20.3.2 if hand delivered, on the day of delivery,

20.3.3

if sent by telefax, on the date and time of sending of such telefax, as evidenced by a fax confirmation

printout, provided that such notice shall be confirmed by prepaid registered post on the date of

despatch of such telefax, or, should no postal facilities be available on that date, on the next business

day.

20.4

Notwithstanding anything to the contrary contained in this clause 20, a written notice or communication

actually received by a party shall constitute adequate written notice or communication to it


20/24

9notwithstanding that it was not sent or delivered to its chosen domicilium citandi et executandi or in the

manner provided in this clause 20.

21 ASSIGNMENT

The Merchant shall not be entitled to transfer or assign, partially or entirely, any of its rights or

obligations under this agreement to a third party without the prior written consent of Nedbank.

22 SEVERABILITY

Should any of the terms and conditions of this agreement be held to be invalid, unlawful or

unenforceable, such terms and conditions will be severable from the remaining terms and conditions

which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of

amendment to render it valid, the parties agree to negotiate an amendment to remove the invalidity.

23 WAIVER

No waiver of any of the terms and conditions of this agreement will be binding or effectual for any

purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be

effective only in the specific instance and for the purpose given. No failure or delay on the part of either

party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any

single or partial exercise of any right, power or privilege preclude any other or further exercise thereof orthe exercise of any other right, power or privilege.

24 ADVERTISING

The Merchant shall not make or issue any formal or informal announcement, advertisement or statement

to the press in connection with this agreement or otherwise disclose the existence of this agreement or

the subject matter thereof to any other person, without the prior written consent of Nedbank.

25 APPLICABLE LAW

This agreement will be governed by and construed in accordance with the law of the Republic of South

Africa and all disputes, actions and other matters relating thereto will be determined in accordance with

such law.

26 JURISDICTION

For the purposes of any legal action which may arise from this agreement, the parties consent to the

jurisdiction of the magistrate's court, notwithstanding the fact that such action may otherwise be beyond

the jurisdiction of such court and this clause shall be deemed to constitute the necessary written consent

granting jurisdiction to the magistrate's court in terms of Section 45 of the Magistrates' Courts Act of

1944, as amended. Notwithstanding the aforegoing, Nedbank shall have the right at its sole discretion to

institute legal proceedings against the Merchant in any competent court that may have jurisdiction to

entertain such action.

27 WHOLE AGREEMENT

27.1 This agreement constitutes the entire agreement between the parties in respect of the subject matter

hereof and neither party shall be bound by any undertakings, representations, warranties or promises not

recorded in this agreement.

27.2

27.3 No alteration, variation or consensual cancellation of this agreement and no addition to this agreement

shall be of any force or effect unless reduced to writing and signed by the parties or their duly authorisedrepresentatives.

27.4

28 COSTS

28.1

Each party shall bear its own legal costs in respect of the negotiation, preparation and execution of this

agreement.

29 NOMINATED BANK ACCOUNT

The merchant shall, furnish in writing full details of the nominated bank account to the Card and

Payments Division of Nedbank at Johannesburg.

30 AUTHORITY TO DEBIT THE NOMINATED BANK ACCOUNT


21/24

10The merchant hereby authorises Nedbank to debit the nominated bank account with all service and

other fees payable in respect of this agreement, which will be debited on the last business day of each

month.

___________________________________________________________________________________________


22/24

11

SIGNED at ............................... ................................. ............... on ........................ .................... ........ 2011.

WITNESSES: For and on behalf of

NEDBANK BANK LIMITED

1. __________________________

2.

NAME:

OFFICE:

who warrants that he is duly authorised

SIGNED at ............................... ................................. ............... on ........................ .................... ........ 2011.

WITNESSES: For and on behalf of

NEDBANK BANK LIMITED1.

__________________________

2.

NAME:

OFFICE:


SIGNED at ............................... ................................. ............... on ............ ..................... ................... 2011

WITNESSES: For and on behalf of……………………………………………

1.

2.

__________________________

NAME:

OFFICE:



23/24

12


24/24

13

ANNEXURE “A”

FEES SCHEDULE

Activation fee (including initial training) R………………………

Monthly Merchant licence fee R……………………………….

Fees for additional services:-

TYPE OF SERVICE FEE PAYABLE

Date post:	05-Jul-2018
Category:	Documents
Upload:	suuny
View:	234 times
Download:	0 times

Nedbank Merchant Agreement

Documents