Moneris Merchant Agreement

Terms and Conditions

These are the terms and conditions (“Terms and Conditions”) Your acceptance of the Agreement will occur when you first
of the Moneris Merchant Agreement which is entered into use our Services. Your acceptance of any amendment,
among the merchant(s) (the “Merchant”) whose information restatement, supplement or any other modification to the
appears on the CAF and Moneris Solutions Corporation Agreement will occur when you first use our Services
(“Moneris”), on its own behalf and on behalf of Royal Bank of following notice of any such amendment, restatement,
Canada (“RBC”) and Bank of Montreal (“BMO”). supplement or modification. Please ensure that you read
your Agreement carefully. If you are not able to access and
Merchant wishes to permit its customers to use their credit
review any part of your Agreement, please contact our
and/or debit cards to purchase goods and services from the
Merchant Customer Service Centre at 1.866.319.7450 to
Merchant and has requested that Moneris provide certain Card
request a copy.
acquiring, processing and other services (collectively and
individually, as applicable, the “Services”) to Merchant. RBC is a party to the Agreement for Visa and Interac Card
acceptance services and BMO is a party to the Agreement for
The Moneris Merchant Agreement (the “Agreement”) includes
MasterCard Card acceptance services, as required by the Card
and incorporates by reference (i) the Information Summary
Brand Rules and Regulations. RBC and BMO give notice that in
Box, if applicable to you, (ii) the Fee Disclosure Boxes, if
reference to their rights, obligations and communications
applicable to you, (iii) the CAF, (iv) these Terms and Conditions,
under the Agreement each of them has appointed Moneris as
(v) the Operating Manual and Procedures, the Card Brand
its agent for the purposes of communicating with you and
Rules and Regulations and the Data Security Standards, and (vi)
fulfilling and exercising its obligations and rights under the
all Schedules applicable to your Services which can be found
Agreement. Moneris, RBC and BMO reserve the right to
on our website at www.moneris.com/CAFTC, as each may be
allocate among themselves their respective rights and
amended, restated, supplemented or otherwise modified from
obligations under the Agreement as they deem appropriate in
time to time.
their sole discretion and in accordance with the agreements
between them and/or the Card Brands.

“American Express Card” means (i) any card, account access

device, or payment device or service bearing an American
1. DEFINITIONS Express or its Affiliate’s Marks and issued by an Amex Issuer or
The following is a list of definitions that will assist you in (ii) a unique identifying number that an Amex Issuer assigns to
understanding the Agreement. All definitions below or the American Express Card when it is issued. American Express
elsewhere in the Agreement apply to both their singular and Card also includes any card or other account access device or
plural forms, as the context may require. "Section" refers to service issued by a Third Party Card Issuer and bearing such
sections in the Agreement. "I/including" means "including Third Party Card Issuer’s name or Marks but not the Marks of
American Express.
without limitation".
“Amex Issuer” means any Entity (including American Express
“Affiliate” means any Entity that controls, is controlled by, or is
and its Affiliates) licensed by American Express or an American
under common control with either party, including its Express Affiliate to issue American Express Cards and to engage
subsidiaries. As used in this definition, “control” means the
in the American Express Card issuing business.
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of an Entity, “Amex Merchant Guide” has the meaning ascribed to that
whether through ownership of voting securities, by contract, or term in Section 22.
otherwise. For the avoidance of doubt, but not by way of
“Applicant” has the meaning ascribed to that term in Section 4.
limitation, the direct or indirect ownership of 50% or more of (i)
the voting securities or (ii) an interest in the assets, profits, or “Authorization Code” means the code provided by the Card
earnings of an Entity shall be deemed to constitute “control” of Issuer indicating that the Cardholder’s account has sufficient
the Entity. credit or funds, as applicable, available to support the
“American Express” means Amex Bank of Canada. Transaction and that the Card is not currently blocked. For
greater certainty even if an Authorization Code is provided, the
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December 2016
Transaction may not be valid and may be subject to a “Card-Not-Present Transactions” are Transactions completed
Chargeback or other adjustment. where both the Cardholder and Card are not present at the
point of sale and include mail orders, telephone and fax orders
“Authorized Third Party” has the meaning ascribed to that and Ecommerce Transactions.
term in Section 4.
“CAT Transaction” means a Transaction that is processed by a
“Authorization System” means the computer systems owned
Cardholder Activated Terminal installed at any of your locations
and/or operated by a Card Issuer and/or a Card Brand used to that accept a Cardholder’s Card for payment and records the
provide you with an Authorization Code.
Transaction without intervention by a site attendant.
“Batch Close” means the manual or automated process by
“Chargeback” has the meaning ascribed to that term in Section
which Transaction Records are confirmed to initiate settlement. 5.
“BMO” means Bank of Montreal.
“Code of Conduct” means the Code of Conduct for the Credit
“Business Day” means any day other than Saturday or Sunday, and Debit Card Industry in Canada.
on which banks are open for business in Toronto, Ontario. “Confidential Information” means confidential or proprietary
“CAF” means your Moneris Card Acceptance Form, as it may be information including the terms of the Agreement, the Fees or
amended, restated, supplemented or otherwise modified from any other pricing information, any Card Brand Rules and
time to time. Regulations or Data Security Standards provided to you by us
that are not publicly available, Moneris Intellectual Property,
“Card” means any card representing any form of payment that merchant numbers, merchant statements, information
is made available by a Card Issuer and for which we provide concerning Equipment, advertising, marketing, designs, plans,
acquiring services to you. specifications, software and programs or methods of the
“Card Brand” means Visa Canada Corporation and Visa, Inc., operation of Equipment and financial information.
MasterCard International Inc., DFS Services LLC, UnionPay “Data Compromise” has the meaning ascribed to that term in
International Co., Ltd., Acxsys Corporation, the Interac Section 4.
Association, Amex Bank of Canada and their respective
Affiliates, successors and assigns, as applicable based on the “Data Security Standards” means the data security standards
acquiring services we provide to you. issued by the applicable Card Brand, PCI and/or Moneris,
including Payment Card Industry Data Security Standard (“PCI
“Card Brand Rules and Regulations” means all applicable DSS”), Payment Application Data Security Standard (“PA DSS”)
rules, regulations, by-laws, bulletins, guidelines, directives, and PIN Transaction Security Standard (PTS), which are made
manuals, policies, procedures, or any similar documents of available at https://www.pcisecuritystandards.org, or as we
each applicable Card Brand, as amended, supplemented, may advise you of in writing from time to time, as each data
revised or otherwise modified from time to time, as published security standard may be amended, supplemented or
on the Card Brand websites or as we may advise you of in otherwise modified by the Card Brand, PCI or us from time to
writing from time to time. time.
“Card Brand Fines” has the meaning ascribed to that term in “Discover” means DFS Services LLC.
Section 4.
“Ecommerce” is the processing of online Transactions using
“Card Issuer” means an Entity that issues Cards to Cardholders. electronic media over any public or private network.
“Cardholder” means the person who presents a Card to “Effective Date” is the date you start using the Services.
Merchant for payment.
“Entity” means a corporation, partnership, sole proprietorship,
“Cardholder Activated Terminal” or “CAT” means a trust, association, or any other legally recognized entity or
Cardholder-activated terminal (usually unattended) used to organization.
process Transactions that meets our specifications and security
standards as well as the Data Security Standards and which “Equipment” means Terminals and any other software,
reads, captures and transmits Card information and dispenses hardware or other payment processing equipment used by you
the product or provides a service in an environment where: (a) in connection with processing of Transactions.
a Card is present; (b) a Cardholder is present; (c) the
“Fee Disclosure Boxes” means, if applicable to you, the fee
Cardholder completes the Transaction directly; and (d) an
disclosure box and other fees box provided as a cover page of
Authorization Code is obtained electronically. the Agreement in accordance with the requirements of the
“Cardholder Data” means information encoded or printed on a Code of Conduct.
Card and a Cardholder PIN.
“Fees” mean all fees, charges and other amounts applicable to
Moneris Merchant Agreement – Terms and Conditions Page 2 of 16
December 2016
the Services we provide to you as set out in the CAF, these the fee or the percentage of each Transaction that we charge
Terms and Conditions and any applicable Schedule, or as we for the acquiring and related Services we provide to you under
may otherwise advise you about from time to time (including the Agreement.
without limitation any applicable Merchant Discount Rates,
“Moneris” means Moneris Solutions Corporation.
Chargeback fees, Card Brand fees, administration (set-up) fees,
inactivity fees, deactivation fees and certification fees), plus “Moneris Intellectual Property” has the meaning ascribed to
any applicable taxes. that term in Section 21.
“Foreign Transaction” means a Transaction processed on a “Operating Manual and Procedures” means the manuals,
Card issued by a Card Issuer located outside of Canada. reference guides and procedures relating to processing
“Holdback” has the meaning ascribed to that term in Section Transactions and using your Equipment that we provide you
and/or which are published on our website at
17.3.
www.moneris.com and https://developer.moneris.com as the
“Indemnitees” has the meaning ascribed to that term in same may be amended, supplemented or otherwise modified
Section 16. by us from time to time.
“Information Summary Box” means, if applicable to you, the “PCI” means Payment Card Industry Security Standards
information summary box provided as a cover page of the Council.
Agreement in accordance with the requirements of the Code of
“Personal Identification Number” or “PIN” means the
Conduct.
confidential number that Card Issuers provide with a Card to
“Initial Term” means the first three years after the Effective authenticate a Cardholder and authorize Transactions through
Date. Terminals and which may be changed from time to time by
such Cardholder.
“Integrated Solutions” has the meaning ascribed to that term
in Section 4. “Personal Information” means information about an
identifiable individual, but does not include the name, title or
“Interac” means the Interac Association and Acxsys
business address or telephone number of an employee of an
Corporation.
organization.
“Losses” means damages, losses, liabilities, costs, interest, “Process” has the meaning ascribed to that term in Section 20.
expenses (including taxes), fines, penalties, assessments, fees
(including reasonable legal fees, professional fees and related “Pre-Authorized Debits” has the meaning ascribed to that term
costs). in Section 12.
“Marks” are names, logos, service marks, trademarks, trade “Prohibited Transaction” means a Transaction carried out in
names, taglines, or other proprietary designs or designations. violation of applicable law and/or the Card Brand Rules and
Regulations, which is unauthorized by the Cardholder, or any
“MasterCard” means MasterCard International Inc. other Transaction which may be determined by us or a Card
“MATCH System” means the Member Alert to Control High-Risk Brand from time to time to be a Prohibited Transaction.
merchants system maintained by MasterCard.
“RBC” means Royal Bank of Canada.
“Member” means: (i) RBC as the sponsor to Moneris, as “Renewal Term” means each subsequent six month term of the
required by Visa and Interac, for Visa and Interac Card
Agreement following the Initial Term.
acceptance services; (ii) BMO as the sponsor to Moneris, as
required by MasterCard, for MasterCard Card acceptance “Reserve” has the meaning ascribed to that term in Section 11.
services; and (iii) Moneris for Discover, UnionPay, American
“Services” has the meaning ascribed to that term on the first
Express or any other applicable card brand Card acceptance or
page of these Terms and Conditions.
other services.
“Merchant” has the meaning ascribed to that term on the first “Schedule(s)” means the respective additional terms and
conditions applicable to your Services which can be found on
page of these Terms and Conditions.
our website at www.moneris.com/CAFTC, as each of them may
“Merchant Direct” means our proprietary electronic reporting be amended, restated, supplemented or otherwise modified
system. from time to time.
“Merchant Payments” has the meaning ascribed to that term “Term” means the Initial Term and any Renewal Term.
in Section 12.
“Terminal” means the point-of-sale payment processing
“Merchant Discount Rate” or “MDR” or “Transaction Fee” is hardware, firmware, mobile applications and/or other
Moneris Merchant Agreement – Terms and Conditions Page 3 of 16
December 2016
software used to process Transactions, including PIN pad dishonoured cheque. You will not accept Card-Not-Present
devices and virtual payment processing solutions. Transactions unless you receive our prior written consent.
“Transaction” means any transaction between you and a (c) You will honour Cards that are presented to you as a form
Cardholder in which a Card is used in connection with a sale, a of payment in accordance with the Agreement. You must not
refund, or an adjustment to either. engage in any acceptance practice that discriminates against or
“Transaction Receipt” means the form of receipt that you are discourages the use of a Card in favour of any other particular
required to use and provide to the Cardholder as proof of a Card Brand, for example by charging a fee or surcharge on
Transaction including a sale, refund or adjustment and Transactions or setting a minimum or maximum value, unless
showing, among other things that we may inform you of from you are permitted to do so by the Card Brand Rules and
time to time in writing, the amount of the Transaction and Regulations. You may not refuse to honor a Card or complete a
whether the Transaction was approved or declined by the Card Transaction solely because a Cardholder refuses to provide
Issuer.
additional identification information (such as telephone
“Transaction Record” means the electronic record of a number or address), unless the additional information is
Transaction including, an Authorization Code, which is required to complete the Transaction, such as for mail order,
submitted to us in the form that we advise you of in writing telephone order, or Ecommerce Transactions, or is required by
from time to time in order to process your Transactions. the Card Issuer, the Card Brand Rules and Regulations or if we
“UnionPay” means UnionPay International Co., Ltd. instruct you to do so or if you find the circumstances of the
Transaction questionable.
“Visa” means Visa Canada Corporation and Visa, Inc.
(d) You must communicate to your customers, in a
“We”, “us” and “our” means Moneris Solutions Corporation. conspicuous manner, your policy for exchanging, returning and
“Wireless Terminal” means a mobile short range or long range adjusting the price of goods or services that were paid for with
Terminal that derives power from a battery and communicates a Card. If your business has a “no refund” or “no exchange”
over cellular or data communication services and includes a policy, this must be clearly indicated on the Transaction Receipt
Terminal that is used in connection with wireless or conspicuously displayed in your place of business and on
communications services. your website. You will settle any claims or disputes directly
“You” and “your” means the Merchant. with your customers. If a purchase made using a Card is
returned, a credit or refund must be issued to the same Card
by completing a Transaction Receipt and not in cash.

2. PROCESSING TRANSACTIONS (e) You will display the promotional material and decals we
(a) It is your responsibility to ensure that you and your provide to advise the public that you accept Cards at your
employees use our Services in accordance with the Card Brand place of business and on your website.
Rules and Regulations, the Data Security Standards, the (f) You will issue a Transaction Receipt for each Transaction
Operating Manual and Procedures, and all applicable laws and provide such Transaction Receipt to the Cardholder. You
related to Cardholder Data. You acknowledge that it is your agree that each Transaction Receipt represents an obligation of
responsibility to obtain the most recent versions of and that the Cardholder and will allow the Card Issuer to collect the
you have reviewed the Card Brand Rules and Regulations, the value of the Transaction from the Cardholder. You will keep and
Data Security Standards and the Operating Manual and maintain copies of all Transaction Receipts for at least 24
Procedures and you acknowledge that you have reviewed months. We have the right to inspect and copy your records
them. relating to Transactions at any time during normal business
(b) You will not process Prohibited Transactions. You are hours. If we ask you to provide us with a copy of a Transaction
responsible for managing your business operations and the Receipt within 24 months of a Transaction, you will provide a
actions of your employees (or any other person that uses the copy to us within 8 days of our request. If you do not provide
services provided for in the Agreement). You will not use our the requested Transaction Receipt, or the Transaction Receipt
services to process Transactions for another person, Entity or you provide does not correspond in all respects to the
merchant. You agree that each Transaction: (i) will be in the Transaction Record you sent to us of the same Transaction, the
ordinary course of your business; (ii) not involve a cash amount of the Transaction will be a debt payable to us and the
advance (unless as authorized by the Card Brand Rules and Member and will be collected pursuant to Section 12
Regulations); and (iii) not cover an existing debt or a (Settlement and Adjustments).

Moneris Merchant Agreement – Terms and Conditions Page 4 of 16

December 2016
(g) If you accept CAT Transactions, the following terms and any other procedures that we may notify you of in
conditions apply: writing from time to time with respect to clearing
and settlement files;
(i) You agree not to accept CAT Transactions unless we
have accepted you to process CAT Transactions and (ii) use the access codes, passwords and other
approved your Cardholder Activated Terminals. identifiers we provide and take all necessary steps to
guard against their theft, loss or fraudulent use;
(ii) If you process CAT Transactions, you agree to
disclose clearly to the Cardholder that you, rather (iii) allow only authorized persons to use your access
than any supplier of goods and services, are the codes, passwords and other identifiers we provide.
merchant of record and are responsible for Anyone using your access codes, passwords and
Transactions, products and services, customer other identifiers will be considered to have your
service, dispute resolution and all terms and authorization unless you tell us otherwise; and
conditions of sale. In processing CAT Transactions,
(iv) tell us promptly about any loss, theft or
you agree that the rest of this Section 2 applies.
unauthorized knowledge or use of your passwords
(iii) You also agree that for all CAT Transactions: and identifiers.
1. the Cardholder must present the Card through or
4. DATA SECURITY AND PROTECTION OF CARDHOLDER
to an appropriate Card reader; and
DATA
2. the Transaction must receive an Authorization (a) All Cardholder Data may only be collected, used and
Code. disclosed by you to us, the Member or an Authorized Third
(iv) If the Card used for a CAT Transaction is rejected, you Party and only for the purpose of completing the Transaction.
agree not to deliver the goods or services unless you You are required to take reasonable steps to ensure that a
negotiate a different form of payment for the goods Cardholder’s PIN is not disclosed and is protected at all times.
or services. For the avoidance of doubt, all CAT You will not require nor ask a Cardholder to disclose their PIN.
Transactions may be subject to a Chargeback in (b) You are not permitted to use a third party, including any
accordance with the terms and conditions of the third party software products, to process, transmit or store
Agreement. Cardholder Data unless you receive our prior written consent
(v) You agree to identify CAT Transactions in all to use such third party or third party software product (each,
Transaction Records in the manner we require in our an “Authorized Third Party”). You are responsible for ensuring
procedures. You agree that all of your CATs must that any Authorized Third Party is compliant with the Data
meet the Data Security Standards, as applicable from Security Standards, the Card Brand Rules and Regulations, the
time to time. You further agree that changes to the Operating Manual and Procedures, and all applicable laws
Data Security Standards must be implemented in related to Cardholder Data. You must provide us with prior
accordance with Card Brand Rules and Regulations, written notice of any changes in any Authorized Third Party
including the CAT must display the maximum dollar relating to the processing, transmission or storage of
amount for a financial transaction to the Cardholder Cardholder Data and we reserve the right, upon written notice
before the PIN is entered and the device and its to you, to make reasonable modifications to the terms of the
surroundings must be designed to minimize the risk Agreement.
of PIN disclosure. (c) You understand that: (i) if you or any Authorized Third
Party fail to comply with the Card Brand Rules and Regulations
3. BATCH CLOSE AND TRANSACTION RECORDS or the Data Security Standards; (ii) if you receive an excessive
(a) Within one day of the Transaction date, you will: (i) amount of Chargebacks or if the number of Transactions
execute a Batch Close; or (ii) upon prior written approval from processed by you on fraudulent or counterfeit cards is
us, deliver your Transaction Records by creating and providing excessive, in each case as determined by the Card Brands; or
clearing and settlement files to us. (iii) if any Card Brand determines that you or any Authorized
Third Party are the likely source of any suspected or actual loss,
(b) If you deliver your Transaction Records by creating and
disclosure, theft or compromise of any Cardholder Data or
providing clearing and settlement files to us, you will:
Transaction Records (whether such Cardholder Data or
(i) follow the Operating Manual and Procedures and Transaction Records is under your control or the control of an
Moneris Merchant Agreement – Terms and Conditions Page 5 of 16
December 2016
Authorized Third Party) (“Data Compromise”), then the Card Party have suffered or suspect you have suffered any potential
Brands may impose on us or the Member fines, fees, penalties, or actual fraud, Data Compromise, Card skimming incidents or
assessments, costs, expenses, reimbursements and any other any other security compromise involving Cardholder Data. If
charges or financial liabilities (including for monitoring, we or any Card Brand requires a forensic examination of you or
cancelling, and/or re-issuing Cards and/or for the amount of any Authorized Third Party, you will cooperate with and cause
any fraudulent charges) (the “Card Brand Fines”). any Authorized Third Party to cooperate with such forensic
examination. You will implement all recommendations set
(d) You are responsible for any Card Brand Fines and will
forth by the forensic examination. You are responsible for all
indemnify us and the Member for any Card Brand Fines
costs and fees related to the forensic examination and the
pursuant to Section 16. You further acknowledge and agree
implementation of any recommendations.
that such Card Brand Fines are imposed by the Card Brands to
mitigate the Losses of the Card Brands and the Card Issuers (i) If you use software products or solutions by third parties,
and that we and the Member cannot and are not obligated to including Authorized Third Parties, which require integration
provide you with any supporting documents with respect to with our payment processing platform or other Moneris
any Card Brand Fines (including for the calculation of the systems (“Integrated Solutions”), you acknowledge and agree
amount of the Card Brand Fines or for the corroboration of that such third parties and the Integrated Solutions must meet
Card Brand or Card Issuer Losses) other than what is provided our security standards and specifications and, if required, be
to us by the Card Brands. properly certified by us. You further acknowledge and agree
that such third parties are acting as your agents and that we
(e) You represent and warrant to us that neither the
can share with them any of your Merchant credentials,
Merchant nor any partner, owner, principal, guarantor,
including store ID, API tokens, configuration information and
proprietor, officer, shareholder, Affiliate or other persons
keys, or any other information required to enable the
whose information appears on the CAF (the “Applicant”) nor
integration of the Integrated Solution with our payment
any other entity in which the Merchant or the Applicant has
processing platform or other Moneris systems. You are
had ownership or control in the last 3 years: (i) has been in
responsible for the use of your Merchant credentials by such
violation of the Card Brand Rules and Regulations or the Data
third parties and the Integrated Solutions, including for any
Security Standards; or (ii) has suffered a Data Compromise, in
Transactions processed in connection therewith, and you agree
each case, within the last 3 years.
to indemnify us and the Member for any Losses arising from
(f) You will provide us with information, (including, without such use.
limitation, a report on compliance issued by a Qualified
Security Assessor from PCI and/or a self-assessment 5. CHARGEBACKS
questionnaire as prescribed by PCI) from time to time for the
This Section 5 applies to credit card processing only.
purposes of verifying that you and your Authorized Third
Parties are complying with the Data Security Standards, the (a) Chargeback Reasons
Operating Manual and Procedures, the Card Brand Rules and
If a Cardholder disputes any Transaction or if a Transaction is
Regulations and applicable laws related to Cardholder Data.
charged back for any other reason in accordance with the Card
(g) You will provide us with assistance in the investigation of Brand Rules and Regulations (and regardless of whether an
any suspicious activity, including suspected, potential or actual Authorization Code for such Transaction was received), the
fraud, Data Compromise, Card skimming incidents, or any credit or payment to you for such Transaction may be reversed
other security compromise involving Cardholder Data, (a “Chargeback”). You acknowledge and agree that you are
including: (i) permitting us, the Member, the Card Brands responsible for all Chargebacks. We and the Member do not
and/or any third party authorized by us, the Member or the decide which Transactions result in a Chargeback and we and
Card Brands to inspect your premises, computers and all the Member do not initiate a Chargeback. A list of some
equipment and software used in connection with the common reasons for Chargebacks is contained in the Operating
processing, transmission or storage of Cardholder Data; and (ii) Manual and Procedures and includes: (i) failure to issue a
providing us with reasonable information related to your refund to a Cardholder upon the return or non-delivery of
Transactions, including documents relating to suppliers from goods or services; (ii) failure to follow proper acceptance or
whom you purchase goods and services and/or your employee authorization procedures as set out in the Operating Manual
shift logs within the timeframe required by the Card Brand. and Procedures; or (iii) the Cardholder did not authorize the
Transaction. This list is not exhaustive and does not limit the
(h) You will inform us promptly if you or any Authorized Third
Moneris Merchant Agreement – Terms and Conditions Page 6 of 16
December 2016
generality of the foregoing. will provide such additional information and access as we
deem reasonably necessary.
(b) Chargeback disputes
If you have reasons to dispute or respond to a Chargeback, 8. EQUIPMENT
then you must respond to our request for information (a) Third Party Equipment.
regarding the Chargeback within 7 calendar days of our
request. We will not investigate or attempt to obtain a reversal If you use Equipment that is not provided by us, it is your
or other adjustment to any Chargeback if you have not responsibility to ensure that it complies with the Card Brand
responded within 7 calendar days of our request. Rules and Regulations and the Data Security Standards at all
times. You must consult with us to ensure that your Equipment
(c) Excessive Chargebacks, Counterfeit and Fraud meets our specifications and, if required, is properly certified
If you are receiving an excessive amount of Chargebacks or if by us.
the number of Transactions processed by you on fraudulent or You are required to have an imprinter to permit your stores or
counterfeit cards is excessive, in each case as determined by locations to process Transactions in accordance with the
the Card Brands, you agree and acknowledge that you are Operating Manual and Procedures when your electronic
responsible for any Card Brand Fines levied as a result of these system is not working or if your Terminals are unable to read a
Transactions. You will cooperate with us to determine why Card. You may rent imprinters from us for a fee or you may
your Chargeback volume or the number of Transactions rent or buy them from another provider, but it is your
processed on fraudulent or counterfeit cards is excessive and responsibility to ensure that you have an imprinter and that
to implement measures to reduce the volume. We may you use it in accordance with the Operating Manual and
terminate access to the Authorization System for any of your Procedures.
locations if the Chargeback volume or the number of
Transactions processed on fraudulent or counterfeit Cards is (b) Moneris Provided Equipment.
deemed by us to be excessive or exceeds the Card Brand’s If we provide you with Equipment, we will arrange for your
accepted levels. Equipment to be delivered. Any Equipment we provide to you
is our property and will not become a fixture under any
6. EXCLUSIVITY circumstances. You will reimburse us for any loss, damage or
You will not enter into an agreement or arrangement with expense resulting from (i) your or any Authorized Third Party’s
anyone else regarding the acceptance of Cards and, if we rent misuse of the Equipment; or (ii) another person obtaining a
Terminals to you, the rental of Terminals. right or an interest in any of our Equipment. You do not have
the right to sub lease the Equipment. Any repairs to the
7. CHANGES IN YOUR BUSINESS Equipment that we provide must be performed by us or our
(a) You will provide us with prompt notice of any changes to designated service provider.
your business or the manner in which you carry on business (c) Installation of Equipment.
that may reasonably impact the level of risk (including
reputational risk) and/or exposure to us (including a corporate Prior to the installation of any Equipment, you agree to be
reorganization, a change of control, a sale of all or substantially responsible for ensuring that: (i) the electrical, communication,
all of your assets, any proposed assignment by you of the and other physical facilities comply with all applicable laws,
Agreement, an increase in your Transaction volumes, or any regulations and building codes that apply to the installation
change to the core business for which you use our services). and functioning of the Equipment; and (ii) all consents,
authorizations and approvals that apply to the installation of
(b) It is also your responsibility to tell us if you are a member Equipment have been obtained from the relevant parties. You
of an association recognized by us, and you acknowledge that agree to install, deploy and activate Equipment in accordance
you are not entitled to the benefits of association members with the Operating Manual and Procedures and any other
unless and until you do so. procedures that we or our designated service provider may
(c) We will review the risk and/or exposure to us of the provide to you. On-site installation assistance is available
continued provision of Services to you on a regular basis and subject to additional fees. Unless we tell you that we are
we may, as a result of any such review, make reasonable ordering telecommunications facilities or you have made some
modifications to the terms governing the provision of Services other arrangement with us for them, you will make
to you. In the course of such review, we may request and you arrangements and order the telecommunications facilities
Moneris Merchant Agreement – Terms and Conditions Page 7 of 16
December 2016
needed to link Equipment with our network(s). You will pay all security of any Equipment in order to prevent any tampering or
costs associated with this. other fraudulent activities. You will provide timely access to
allow us to inspect any Equipment that is connected to our
(d) Using/Moving Equipment.
network to verify the integrity of the associated software,
You will use all Equipment according to the Operating Manual firmware and/or hardware and make any necessary repairs or
and Procedures and any other procedures that we or our changes. We may, at your expense, take reasonable steps to
designated service provider may provide to you. You ensure that your Equipment meets our standards. If you have
acknowledge that Equipment can be used for transactions and purchased your own Equipment, you will: i) tell us if any
services that are not included in the Agreement or in any other Equipment is going to be sold, destroyed or put under repair;
agreements you have with us, such as communicating with and ii) destroy the cryptographic keys in your Terminal prior to
issuers of other types of cards. You agree that we are not having your Terminal repaired or selling or destroying your
responsible for such transactions or services or for any failure Terminal.
of a Terminal to communicate with other persons, including
(g) Maintenance and Support.
with issuers of other types of cards. You agree to reimburse us
for any loss, damage or expense we incur because you did not We will rectify service and maintenance problems with any
use the Equipment according to our procedures. You may rental Equipment that we provide to you, including the
upgrade your Equipment during the Term of the Agreement, provision of parts, for the term of the Agreement, provided,
subject to an agreed upon fee and provided that such however, that we are not responsible for any maintenance,
upgraded Equipment is certificated by us to communicate with repairs or replacements required as a result of your negligence,
our network(s). If you need to move Equipment to another willful misconduct or failure to comply with the Agreement or
location after it has been installed, or if multiple Terminals are the manufacturer’s operations manual. In addition, we will not
being moved or exchanged, you will get our permission in be responsible for maintenance, repairs or replacements
advance and pay any expenses to have it moved by us, or our required as a result of telephone line problems, electrical
designated service provider. You will keep and use any problems, accidents, spilled liquids, vandalism, dropping,
Wireless Terminals only at locations (or within conveyances) disasters such as fire, flood, wind, lightning or other acts of
which are necessary for your business. If we ask you, you will God, or unauthorized attachments, repairs, alterations or
tell us where each Wireless Terminal is at any time and who is modifications to our rental Equipment. You agree that you will
in possession of it. not permit any company or person, other than us or our
service providers, to provide service and maintenance to our
(e) Administration Card and Passcode.
rental Equipment for the duration of the Agreement. If we
If we provide you with an administration card and/or passcode need to replace our rental Equipment for any reason, we may
for use when completing returns, reversals, manual processing replace it with any other rental Equipment so long as the
of Transactions, or any other purpose, you will ensure that replacement enables you to perform the services described in
these are kept in a secure place for your protection. You will be the Agreement.
liable for any use of the administration card and/or passcode,
(h) Cancelling Your Equipment Rental.
unless you tell us that it has been lost or stolen, or that you
suspect it has been. We are the owner of each administration You can stop renting Equipment from us at any time by giving
card and passcode or any other tools we issue to you. No one us prior written notice and by returning the Equipment we
but you and your personnel are permitted to use these cards, sent to you at your cost.
passcodes or tools and you do not have the right to assign or
transfer them to anyone else. 9. TELECOMMUNICATIONS
(f) Terminal Security/Lost or Stolen Equipment. You will make arrangements and order the communication
facilities needed to link the Equipment with our network(s) and
You will tell us promptly about any errors, malfunctions or pay all associated costs. If you require assistance with these
other operational problems involving Equipment or if your arrangements, and we are able to assist you, you authorize us
Equipment is stolen, lost, damaged or used without your to make the necessary arrangements with the third party
authorization. You are responsible for any loss, theft or communications provider, subject to the following:
damage to any Equipment we have provided to you, except for
(a) you are responsible for all aspects of compatibility,
normal wear and tear. It is your responsibility to implement
installation, operation, security and systems integration and
adequate security measures and controls to ensure the
any and all payments due and owing to third party
Moneris Merchant Agreement – Terms and Conditions Page 8 of 16
December 2016
communications providers; (iv) you receive or we expect that you will receive
excessive Chargebacks;
(b) we will have no liability to you for any losses whatsoever
that you suffer due to the failure or disruption of (v) the number of Transactions processed by you on
communications service and/or support; fraudulent or counterfeit cards is excessive or we
expect it to be excessive;
(c) you agree to indemnify us for any and all payments we
may make to any third party communications providers on (vi) there is a material breach of the Agreement by you;
your behalf;
(vii) we have grounds for believing that you have suffered
(d) you are not a third party beneficiary of any agreement a Data Compromise;
between us and a third party communications provider; and
(viii) you revoke or provide notice that you intend to
(e) you will follow any applicable policies of the revoke your authorization for Pre-Authorized Debits;
telecommunications provider. or
(ix) you failed, or your Authorized Third Party has failed,
10. FEES
to comply with the Card Brand Rules and Regulations
(a) You will pay us for the Services we provide to you all or the Data Security Standards,
applicable Fees that we advise you about (plus applicable
taxes). (c) We and the Member may (but are not required to) apply
funds in the Reserve toward the satisfaction of any amounts
(b) We can change the Fees or the Fee structure applicable which are or may become due from you pursuant to the
to you, including by implementing new Fees or a new Fee Agreement. Funds in the Reserve will not bear interest.
structure, by giving you written notice.
(d) The repayment to you of any balance of the Reserve is
(c) If you are renting Equipment from us, you will pay the subject to Section 17.3(b).
applicable monthly Equipment rental Fee and any applicable
taxes in advance, calculated from the date on which we ship (e) You acknowledge that the Reserve and any Holdback do
your Equipment to you. You will continue to pay us the not involve or create any trust, custodial, agency, liability to
Equipment rental Fees until you return your Equipment to us segregate or other similar obligations on us or the Member.
and we receive it. (f) You grant us and the Member a security interest (and, for
the purposes of the laws of the Province of Quebec, a
11. RESERVE AND SECURITY INTEREST hypothec to the extent of the sum of $1 million) in any
(a) In the event of any of the circumstances listed in Section Equipment that you have purchased and in your bank accounts
11(b), we and the Member may be subject to additional risk. to secure any and all of your obligations, present and future
Based on this additional risk to us and the Member in and however arising or incurred, to us and/or the Member
continuing to process your Transactions, we or the Member under the Agreement. You irrevocably authorize us to file any
may establish a reserve account or increase the amount of an financing statement (at your expense) in any relevant
existing reserve account in accordance with Section 12, or may jurisdiction or any other documents or instruments related to
require you to provide other security to us or the Member (the this security interest. You acknowledge receipt of a true copy
“Reserve”). of the Agreement and waive, to the extent permitted by
applicable laws, all rights to receive copies of financing
(b) We may require a Reserve if:
statements, financing change statements, verification
(i) there is a change in your business (as described in statements or copies of other notices or filings made by us at
Section 7 - Changes In Your Business); any time in connection with any security interest.
(ii) you fail to provide to us your financial statements or
12. SETTLEMENT AND ADJUSTMENTS
we are of the view that your financial situation has
deteriorated; (a) Subject to Section 12(c) and 12(e), the Member will
credit the Transaction proceeds to the bank account(s)
(iii) we have grounds for believing that we may be provided by you and will use reasonable commercial efforts to
subject to any additional liabilities arising out of or settle with you by crediting to your financial institution an
relating to the Agreement, including, any Card Brand amount equal to the value of the Transactions you present to
Fines; us for settlement within two (2) Business Days of a Batch Close
Moneris Merchant Agreement – Terms and Conditions Page 9 of 16
December 2016
or the date that we receive your clearing and settlement files, outstanding amounts.
as applicable pursuant to Section 3. The Member reserves the
(d) You authorize us and the Member to instruct any
right to modify the terms of settlement. You acknowledge that
financial institution to debit any of your bank accounts (or
it is the responsibility of your financial institution to credit your
combination thereof) and to transfer to us or the Member
account after receiving our electronic transfer of funds. It is
funds in the amount of the Merchant Payments (“Pre-
your responsibility to pay any fees charged for accepting these
Authorized Debits”). You agree that the financial institution is
deposits or for processing any other credits or debits described
unconditionally authorized to act upon our instructions
in the Agreement.
without further confirmation or authorization from you and
(b) You are responsible for and you will pay to us or the the delivery of this authorization to us shall be deemed to
Member, as applicable, in accordance with the Agreement all constitute delivery by you to the financial institution. You
of the following: acknowledge and agree that the Pre-Authorized Debits are for
business purposes and are regular occurring and not sporadic
(i) the Fees and any applicable taxes;
payments. If any Pre-Authorized Debit is dishonoured by your
(ii) such amounts as are necessary to maintain at all financial institution for any reason, we and/or the Member
times the minimum balance of the Reserve in may issue another debit in substitution for the dishonoured
accordance with Section 11; Pre-Authorized Debit. Any fees and charges imposed by the
financial institution in respect of a dishonoured debit shall be
(iii) such amounts as are necessary to establish the
your responsibility. In the event that a Pre-Authorized Debit
Holdback in accordance with Section 17.3;
results in an overdraft in your bank account, you agree to pay
(iv) any Chargebacks; us and/or the Member the amount of the overdraft
immediately. You waive the right to receive pre-notification
(v) any Card Brand Fines;
from us of the amount or the dates on which Pre-Authorized
(vi) costs relating to rental Equipment that is lost, stolen Debits will be processed, as well as notice of any and all
or damaged or Equipment service charges levied future changes to the amounts to be debited or the payment
pursuant to Section 8; dates. This authorization is revocable and may be cancelled by
you at any time upon thirty days’ notice to us. We may
(vii) any costs and fees incurred by us or the Member in
continue to issue Pre-Authorized Debits during and until the
connection with audits, examinations, inspections,
expiration of the notice period. To obtain a sample
reviews or other investigations performed in
cancellation form or more information on the right to cancel
accordance with the Agreement; and
this authorization, you may contact the financial institution or
(viii) any other fees, costs and charges applicable to you visit www.cdnpay.ca. You have certain recourse rights if any
for the Services and any other amounts which are Pre-Authorized Debit does not comply with this authorization.
otherwise payable under the Agreement, For example, you have the right to receive reimbursement for
any Pre-Authorized Debit that is not authorized in accordance
(collectively, the “Merchant Payments”).
with the Agreement. To obtain more information on your
(c) You acknowledge and agree that we and/or the Member recourse rights you may contact the financial institution or visit
may pursue any one or more of the following options to collect www.cdnpay.ca. You consent to the disclosure of any personal
any of the Merchant Payments which are due and payable information that may be contained in the Agreement to the
pursuant to the Agreement: financial institutions processing Pre-Authorized Debits. You
agree not to directly or indirectly block, prevent or otherwise
(i) set-off the Merchant Payments against all or some of
preclude any Pre-Authorized Debits. Notwithstanding anything
your Transaction proceeds, funds in the Reserve
to the contrary in the Agreement, you acknowledge and agree
and/or Holdback and/or any other payments or
that if you revoke your authorization for Pre-Authorized Debits
credits that you may be or become entitled to under
the Agreement may be terminated immediately by us without
the Agreement or otherwise from us or the Member;
notice in accordance with Section 17.2.
(ii) debit or freeze any of your bank accounts (or
(e) You acknowledge that any payment made or credit given
combination thereof) in accordance with Section
to you as settlement for a Transaction is an advance of funds,
12(d); or
until the Transaction is not capable of being subject in whole or
(iii) demand and receive payment from you for any in part to a Chargeback or other adjustment. You further

Moneris Merchant Agreement – Terms and Conditions Page 10 of 16

December 2016
acknowledge and agree that we and the Member may we request, each Merchant will also execute and deliver
withhold the Transaction proceeds or other credits or forthwith a separate guarantee covering the same obligations
payments under the Agreement and/or transfer such funds if as referred to in this Section in a form satisfactory to us. You
we suspect that you have processed a Prohibited Transaction, agree that we and the Member may suspend the operation of
suffered a Data Compromise or any other security the Agreement or otherwise withhold acquiring and other
compromise, or potential or actual fraud, or if we or the related services until the requested guarantee(s) is provided.
Member are required to do so by a court order or applicable
law. 16. INDEMNITY
You will indemnify us and the Member and our respective
13. YOUR OBLIGATION TO REVIEW YOUR STATEMENTS Affiliates, officers, directors, employees, agents, successors and
WITHIN 30 DAYS permitted assigns (collectively, the “Indemnitees”) from and
Your statements are available for review on Merchant Direct, against any and all Losses which are directly or indirectly, or in
or any other form of electronic or paper reporting system that any way or in any manner whatsoever, the result of, caused by,
we may make available to you from time to time and it is your or arise from: (A) your or your Authorized Third Party’s non-
obligation to review your statements. You will review all of the compliance with (i) the Agreement; (ii) the Operating Manual
Transactions listed on your statement, and tell us in writing and Procedures; (iii) the Card Brand Rules and Regulations;
within 30 days of receipt in the case of paper statements, or and/or (iv) the Data Security Standards; (B) Card Brand Fines;
within 30 days of the Transaction date for activity viewed (C) any claim made against us by a Cardholder or Card Issuer
electronically, about any concerns, including suspected that arises, or is alleged to arise, from any Transaction; and (D)
omissions, incorrect debits or inaccurate Transactions or Fees. your use of any third party telecommunication services
If you do not receive a statement or if you are unable to view provided to you pursuant to the Agreement.
your Transaction activity or statement electronically you will
tell us promptly. Otherwise, you agree that all items, including 17. TERM AND TERMINATION
Fees, listed on your statement are correct and you release us
and the Member from any claim relating to any item listed and 17.1 Term (including Renewal Terms)
any item suspected to be missing from your statements. The Initial Term of the Agreement will begin on the Effective
Date and will continue for 3 years and the Agreement will
14. FINANCIAL STATEMENTS automatically renew for successive Renewal Terms of 6 months
(a) You agree to provide us with financial statements or any each unless any party notifies the others at least 90 days
other documents that we may reasonably require to ensure before the end of the Initial Term or Renewal Term, that it
that we are comfortable providing you with the Services under wishes to terminate the Agreement, such termination to be
the Agreement. effective at the end of the Initial Term or Renewal Term, as the
case may be. As used in the Agreement, “Term” means the
(b) If we are of the view that your financial situation has
Initial Term and any subsequent Renewal Terms.
deteriorated, you will provide us with any information that we
reasonably request in an acceptable form, provide us with 17.2 Termination
collateral and/or establish a Reserve to secure the
performance of your obligations under the Agreement. (a) Termination by us
We may terminate the Agreement at any time by giving you
15. CROSS GUARANTEE written notice. We may also terminate or suspend operation of
If more than one Merchant is processing Transactions under the Agreement at any time without prior notice, and/or take
the Agreement, each Merchant guarantees to each of us and other steps we consider necessary acting in a reasonable
the Member, as an irrevocable and continuing guarantee, the manner, including establishing a Reserve, or take any action
due and punctual payment of all obligations, present and that is required by a Card Brand if:
future and however arising or incurred, of each other (i) you do not observe or act according to the terms and
Merchant to us or to the Member under the Agreement conditions of the Agreement;
and/or any other agreement between that other Merchant and
us, and agrees that there will be no defence to its liability as (ii) you make a representation in the Agreement
guarantor except the full and permanent payment of all sums (including the CAF) that is inaccurate in any way;
guaranteed (all other defences being irrevocably waived). If (iii) bankruptcy or insolvency proceedings are
Moneris Merchant Agreement – Terms and Conditions Page 11 of 16
December 2016
 commenced by or against you; Agreement;
(iv) the continued provision of services to you would (ii) the terms and conditions of the Agreement will
pose a level of risk and/or exposure to us (including remain in effect for any Transactions delivered to us
credit, operational, reputational, financial, before the termination date;
technological, security and/or fraud risk or exposure)
(iii) you will pay to us a deactivation fee of $300 for each
that we consider in our sole discretion to be
location processing with us;
unacceptable;
(iv) your rights to accept Transactions, as outlined in the
(v) the Card Brand Rules and Regulations require that
Agreement, to use advertising, displays and other
we and/or the Member terminate the Agreement
items associated with Transactions will end;
and/or suspend processing for you;
(v) you will return to us at your expense any Equipment
(vi) if applicable, you do not create and maintain the
in the same condition it was in when you received it
specified minimum balance of the Reserve and you
except for normal wear and tear. If any such
fail to correct that default within 3 days after we
Equipment is not returned or is returned in
send you notice to do so;
unacceptable condition, we will charge you for the
(vii) you do not provide us with financial statements as cost of replacement; and
required by the Agreement or you do not provide us
(vi) if required by Card Brand Rules and Regulations, we
with the required security or collateral within the
will report you on the MATCH System.
timeframes requested by us;
(b) Promptly upon notice of termination by either party
(viii)you fail to notify us of a Change in Your Business as
under the Agreement we or the Member will:
required by Section 7;
(i) establish a holdback (the “Holdback”) in an amount
(ix) you have not used the Services for a period of 6
sufficient to cover any potential or anticipated
months or more; or
liabilities arising out of or relating to the Agreement
(x) you revoke or provide notice that you intend to or under any separate guarantee, including any Card
revoke your authorization for Pre-Authorized Debits. Brand Fines, Chargebacks or any Fees owed to us or
the Member pursuant to the Agreement, which may
If more than one Merchant is processing Transactions under
be or become payable by you pursuant to the
the Agreement, a notice of termination or suspension
Agreement after its termination; and
delivered to any Merchant may, as determined by us, be
deemed to be delivered to each Merchant and we may (ii) pay you all settlement funds owing to you under the
exercise any and all rights associated with such notice against Agreement, including the Reserve, less the amount
any and all Merchants. of the Holdback.
(b) Termination by you You are not entitled to repayment of any balance of the
Holdback until such time as you have no further indebtedness
You have the right to terminate the Agreement in accordance
or other obligations outstanding, anticipated or potential under
with the provisions of the Code of Conduct by giving us written
the Agreement and/or under any separate guarantee to us or
notice within 90 days following notification by us of a Fee
the Member. We and the Member may (but are not required
increase, the introduction of a new Fee, or a reduction in
to) apply funds in the Holdback toward the satisfaction of any
applicable posted interchange rates by the Card Brands the
amounts which are or may become due from you pursuant to
savings of which have not been passed through to you in full,
the Agreement to us or the Member. Funds in the Holdback will
unless such Fee increase or new Fee is made in accordance
not bear interest. Your entitlement is only to be repaid any
with your pre-determined Fee schedule, as set out in the CAF
remaining balance of the Holdback after the full and final
and/or Fee Disclosure Boxes (if applicable).
satisfaction of all of your indebtedness or other obligations
17.3 Effects of termination under the Agreement and/or under any separate guarantee to
us or the Member. If the Holdback is insufficient to cover such
(a) When the Agreement ends: amounts, you will pay any deficiency promptly on demand.
(i) you remain responsible for paying any amount you
owe us and/or the Member pursuant to the
Moneris Merchant Agreement – Terms and Conditions Page 12 of 16
December 2016
18. LIMITATION OF LIABILITY Regulations. You agree that upon the termination of the
(a) We and the Member make no guarantee or warranty Agreement you will return all Confidential Information to us.
with respect to the Services and Equipment provided pursuant
to the Agreement, whether express, implied, statutory or 20. PRIVACY
otherwise, including any warranty of merchantability or fitness (a) The Merchant, on its own behalf and as agent and on
for a use for any particular purpose. Our Fees are based upon behalf of each Applicant, hereby authorizes us to collect, store,
the value of the Services and Equipment we provide and the use (including to create or otherwise derive data from),
allocation of any risks for Chargebacks, Card Brand Fines, Data handle, reproduce, transfer, exchange, transmit or disclose to
Compromises or any other Losses remains with you. If, third parties (including to RBC, BMO, our Affiliates, strategic
notwithstanding the foregoing, we or the Member are found partners, agents and service providers, Card Issuers, Card
liable for any Losses suffered by you arising out of, or relating Brands, credit and debt recovery agencies and similar parties
in any way to, the Agreement, or the Services and Equipment connected to Card services, some of which may be located
that we provide to you, our and the Member’s liability will, in outside of Canada) (“Process”) any financial, credit,
the aggregate, be limited to actual, direct, and general Transactions, sales, experience, commercial and other
monetary damages in an amount not to exceed the total Fees information about the Merchant and/or the Applicant
(exclusive of all Card Brand interchange fees, assessment fees obtained in connection with the Agreement for the following
and any other fees and charges that Card Brands apply to your purposes:
Transactions) paid by you under the Agreement during the 3
(i) to respond to your application and evaluate your
months prior to the time the liability arose. This limitation of
eligibility for our Services and to provide you with
liability applies regardless of the form in which any legal or
and administer the Services contemplated in the
equitable action may be brought against us or Member,
Agreement;
whether under contract, tort (including negligence) or
otherwise, and the foregoing will constitute your exclusive (ii) to determine the Merchant’s and/or the Applicant’s
remedy. identity including matching records or credit
information;
(b) We and the Member will not be liable for any exemplary,
punitive, special, incidental, indirect or consequential (iii) to perform screenings against applicable sanctions
damages, lost profits, lost revenues, costs, lost business and industry watch lists, including the MATCH
opportunities, loss of goodwill or expenses arising out of or in System;
any way relating to the Agreement, including, any Losses
(iv) to determine the Merchant’s and the Applicant’s
suffered by you for any reporting to the MATCH System or due
financial situation by collecting credit and related
to the failure or disruption of communications services and/or
financial information from our Affiliates, strategic
support, even if we or Member have been made aware of the
partners, credit agencies, other financial institutions
possibility of such damages.
and from references provided by the Applicant;
(c) Neither us nor the Member will be liable for any default
(v) to detect, investigate, prevent, reduce or otherwise
or delay in the performance of our obligations under the
address fraud, security or technical issues;
Agreement if such default or delay is caused, directly or
indirectly, by the Card Brands, the Card Issuers, failure of (vi) for reporting purposes under Card Brand Rules and
telecommunications, communications or banking systems, Regulations, including reporting the Merchant and
electrical power failures, acts of God, fire, flood, strike, lockout the Applicant on the MATCH System when required;
or other labour disturbance, governmental acts or orders or
(vii) to enhance or improve our or our Affiliates’ products
restrictions, local or national emergency.
or services generally;
19. CONFIDENTIAL INFORMATION (viii)for marketing purposes, including so that we and/or
You acknowledge that Confidential Information may be our Affiliates may determine your eligibility for and
disclosed to you during the term of the Agreement. You will offer you additional products, services or business
not directly or indirectly use or disclose Confidential opportunities that may be of interest to you;
Information other than for the purposes set out in the (ix) to perform statistical analysis, research and
Agreement including compliance with Card Brand Rules and development activities and/or for evaluating our
merchant portfolio;
Moneris Merchant Agreement – Terms and Conditions Page 13 of 16
December 2016
 (x) to meet legal, regulatory, audit, processing and Merchant Data, and other information about you to American
security requirements; Express; and (ii) American Express may use such information to
perform its responsibilities in connection with the Program,
(xi) in connection with an actual or potential sale,
promote the American Express Network, perform analytics and
reorganization, consolidation, merger or
create reports, and for any other lawful business purposes,
amalgamation of our business; and
including commercial marketing communications purposes and
(xii) for any other purpose if required or permitted by important transactional or relationship communications from
applicable law, or if the information has been American Express.
rendered unidentifiable with respect to the
(d) You agree that American Express may otherwise use and
Applicant, the Merchant or any other person.
share your information for business purposes and as permitted
(b) The Merchant and the Applicant acknowledge that by Applicable Law. American Express uses reasonable
certain information obtained and Processed by us in administrative, technical and physical security measures to
accordance with the Agreement may constitute Personal protect your information consistent with the sensitivity of the
Information and agree that any such Personal Information is information. American Express may use the information
also subject to our privacy policy, as it may be amended from obtained in the CAF to screen and/or monitor you in
time to time, which can be found at the following link: connection with Card marketing and administrative purposes.
https://www.moneris.com/en/Privacy-Policy.
(e) You acknowledge that American Express may use the
information obtained in the Program Merchant application at
21. INTELLECTUAL PROPERTY
the time of setup to screen and/or monitor you in connection
We retain all ownership and copyright interest in and to any with American Express Card marketing and administrative
intellectual property, computer programs, documentation, purposes.
technology, know-how and processes developed by us and
provided to you in connection with the Agreement (“Moneris (f) You acknowledge and agree that you: (1) may be
Intellectual Property”). We grant you a non-exclusive license converted from the Program to a direct American Express Card
to use any Moneris Intellectual Property made available to you acceptance relationship with American Express if and when
for the limited purpose of receiving the Services and exercising you become a High Charge Volume Merchant; (2) upon
your rights in connection with the Agreement. This license is conversion, (i) you will be bound by American Express' then-
granted for your own use and you have no right to sub-license current American Express Card Acceptance Agreement; and (ii)
any Moneris Intellectual Property. You will not reverse American Express will set pricing and other fees payable by you
engineer, disassemble or decompile the Moneris Intellectual for American Express Card acceptance.
Property. (g) You agree not to assign to any third party any payments
due to you under the Agreement and all indebtedness arising
22. PROVISIONS APPLICABLE TO AMERICAN EXPRESS CARDS from Charges will be for bona fide sales of goods and services
The following terms and conditions apply to your acceptance (or both) at your Establishments and free of liens, claims, and
of American Express Cards and the Services we offer to encumbrances other than ordinary sales taxes; provided,
facilitate this (in addition to all other Terms and Conditions set however, that you may sell and assign future Transaction
out in the Agreement). Capitalized terms used in this Section receivables to us or our affiliated entities and/or any other
but not defined in the Definitions section above have the cash advance funding source that has a commercial
meaning given to them in the American Express OptBlue™ relationship with us or its affiliated entities, without consent of
Merchant Guide Canada (“Amex Merchant Guide”) available American Express.
online at: www.americanexpress.ca/optblueguide.
(h) If you are unable to resolve a Claim against American
(a) You agree to accept American Express Cards in Express, or a Claim against us or any other Entity that American
accordance with the terms of the Agreement, the Amex Express has a right to join (including Claims against us for
Merchant Guide and the American Express Data Security which we have a right to seek indemnification from American
Standards, as such terms may be amended from time to time. Express), you agree to resolve the Claim by binding individual
arbitration in the manner provided in the Amex Merchant
(b) You authorize us to submit Transactions to, and receive
Guide.
settlement from, American Express.
(i) You may opt out of accepting American Express Cards at
(c) You agree that (i) we may disclose Transaction Data,
Moneris Merchant Agreement – Terms and Conditions Page 14 of 16
December 2016
any time without penalty and without directly or indirectly STATED IN THE NOTICE. YOU ACKNOWLEDGE AND AGREE
affecting your rights to accept Cards and Other Payment THAT THE OPERATING MANUAL AND PROCEDURES, THE CARD
Products from other Card Brands. BRAND RULES AND REGULATIONS AND THE DATA SECURITY
STANDARDS MAY BE AMENDED, RESTATED, SUPPLEMENTED
(j) You must not bill or collect from any Cardmember for any
OR OTHERWISE MODIFIED AT ANY TIME WITHOUT PRIOR
purchase or payment on the American Express Card unless
NOTICE TO YOU. YOUR CONTINUED USE OF OUR SERVICES
Chargeback has been exercised, you have fully paid for such
AFTER THE EFFECTIVE DATE OF ANY AMENDMENT,
Charge, and you otherwise have the right to do so.
RESTATEMENT, SUPPLEMENTATION OR ANY OTHER
(k) You must remove American Express Licensed Marks from MODIFICATION TO THE AGREEMENT CONSTITUTES
your website and wherever else they are displayed upon ACCEPTANCE OF ANY SUCH AMENDMENT, RESTATEMENT,
termination of the Agreement or your participation in the SUPPLEMENTATION OR OTHER MODIFICATION.
Program.
27. PROVIDING NOTICE
(l) We may assign the Agreement with respect to American
Express Card acceptance to American Express in the event of Any notices or other communications under the Agreement
termination of our agreement with American Express. may be delivered by us and/or the Member to you by any one
or more of the following methods: (i) by regular or registered
23. ASSIGNING THE AGREEMENT mail at the address that we have on record for you; (ii) by
email or fax at the email address of fax number that we have
The Agreement is binding on the Parties and their successors
on record for you; (iii) by including them in your statements
and assigns. You acknowledge that we have entered into the
(whether electronic or on paper); (iv) by posting them on
Agreement and have determined the Fees based on our
Merchant Direct or on any other form of electronic or paper
assessment of your credit risk and you agree that you will not
reporting system that we may make available to you from time
assign the Agreement without our prior written consent. We
to time; or (v) by posting them on our website.
and/or the Member can assign any of our rights and
obligations under the Agreement by telling you about the Any notice or other communication under the Agreement shall
assignment in writing. be delivered by you to us and the Member by prepaid
registered mail or fax at:
24. ENTIRE AGREEMENT
Moneris Solutions Corporation/Bank of Montreal/Royal Bank
The Agreement, including the Card Brand Rules and of Canada
Regulations, the Data Security Standards and the Operating PO Box 219, Station D
Manual and Procedures, which are incorporated herein by Toronto, Ontario M6P 3J8
reference, constitutes the entire agreement between the Fax number: (416) 232-8353
Parties pertaining to the subject matter of the Agreement and
replaces all previous agreements, arrangements and Notices sent by regular or registered mail will be deemed to be
understandings between you, us and/or the Member received 5 Business Days after mailing. Notices delivered by
concerning the services we provide. fax or email will be deemed to be received on the date of
transmission if it is a Business Day. If not received on a
25. NON-WAIVER OF RIGHTS AND ENFORCING THE Business Day or during normal business hours, then notices
AGREEMENT delivered by fax or email will be deemed to be received on the
You agree that our conduct, actions or failure to enforce any of next Business Day following the transmission thereof. Notices
the terms and conditions of the Agreement does not waive any delivered by including them in your statements or by posting
of our rights under the Agreement, or change your obligations them on Merchant Direct or other electronic reporting system
under the Agreement. or by posting them on our website will be deemed to be
received on the day they are made available to you.
26. AMENDING THE AGREEMENT
WE CAN AMEND, RESTATE, SUPPLEMENT OR OTHERWISE 28. FOR RESIDENTS OF QUEBEC
MODIFY THE AGREEMENT (INCLUDING ANY OF THE It is agreed that it is the express wish of the Parties that the
SCHEDULES) AT ANY TIME BY GIVING YOU NOTICE PURSUANT Agreement and any related documents be drawn up and
TO SECTION 27 (INCLUDING BY POSTING THE AMENDED executed in English. Il est la volonté expresse des Parties que
AGREEMENT ON OUR WEBSITE) EFFECTIVE ON THE DATE cette convention et tous les documents s'y rattachant soient
Moneris Merchant Agreement – Terms and Conditions Page 15 of 16
December 2016
rédigés en anglais.

29. SURVIVAL
Notwithstanding anything to the contrary contained herein,
the rights and obligations of the Parties pursuant to Sections 1
(to the extent applicable), 2(f), 4, 5, 8, 11, 12, 15, 16, 17.3, 18,
19, 20, 21, 27, 29, 30 and 31 will survive termination or
expiration of the Agreement.

30. SEVERABILITY
If any covenant, section or provision, or portion thereof, of the
Agreement is determined to be void or unenforceable such
void or unenforceable covenant, section or provision, or
portion thereof, is hereby concede to be severable from the
balance of the Agreement; such a determination shall not, in
any event, affect or impair the validity of the balance of the
covenants, section or provision, nor shall it affect or impair the
validity of any other covenant, section or provision herein
contained.

31. GOVERNING LAW

The Agreement will be governed by the laws of the Province of
Ontario. The Parties agree that the courts of the province of
Ontario will have exclusive jurisdiction over any matters arising
from the Agreement. Each party hereby irrevocably attorns to
the exclusive jurisdiction of the courts of the Province of
Ontario.

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December 2016