Fawter Merchant Agreement
This Merchant Agreement and the rights and obligations contained in it are in addition to and are incorporated into the Fawter Terms of Service (“TOS”) by reference. Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the TOS. Please read this Merchant Agreement carefully: it contains important information about payment and refund terms and requirements, invoice prohibitions, rights you provide to us, and other rights, representations and liabilities. We recommend that you read those TOS, as they may affect your rights.
1.Who we are?
Digime properties are owned and managed by Digime FZ LLC, an Abu Dhabi company with a place of business at TwoFour54 campus, Blue Building, Salam Street, Eastern Ring Road, Abu Dhabi, United Arab Emirates, POBOX 77835.
When this agreement uses the term “Company”, “Fawter”, “ihjoz” “DigiMe”, “We”, “Us” or “Our” that refers to Digime FZ LLC, and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. Affiliates include without limitation, Digime S.A.L., as these entities are referenced below. The contracting entities on the other side of this agreement are as follows:
• If you are a Merchant located in Lebanon, you are contracting with Digime S.A.L., a Lebanon company with a place of business at 2100, Youssef el Rami Street, Horch Tabet, Beirut, Lebanon.
• If you are a Merchant located in any other jurisdiction, you are contracting with DigiMe FZ-LLC, an Abu Dhabi company with a place of business at TwoFour54 campus, POBOX 77835, Abu Dhabi, United Arab Emirates.
2. What is Fawter?
Fawter is a digital invoicing platform enabling merchants to issue and send invoices to customers for settlement.
Fawter provides a complete solution to manage invoices and their collection.
3. Merchants and Customers
When this Merchant Agreement uses the term “Merchant” or “Seller” we mean Users using the Services to create and send invoices to Customers. Merchants, Customers and third parties using our Services are all referred to in this Agreement collectively as "Users", "you" or "your".
If you are a Merchant, Fawter’s Merchant Refund Policy Requirements is also applicable to you.
If you are a third party interacting with our Services not as a Merchant or a Customer, the API TOS or Trademark and Copyright Policy might be applicable to you. Please be on the lookout for additional terms and conditions displayed with certain Services that you may use from time to time as those will also be applicable to you.
If we provide you with other services that are not described in this Merchant Agreement, those services shall be subject to this Merchant Agreement unless we have entered into a separate, signed agreement that expressly supersedes this Merchant Agreement.
4. Our Merchant Agreement
The following policy sets forth the terms and conditions upon which Merchants can use the Services to create, send invoices to customers and provide various payment methods for customers to pay invoices (this “Merchant Agreement”). This Merchant Agreement is a binding contract with Fawter, which will be applicable when and if you use the Services to create or send invoices or collect payments for invoices.
Fawter reserves the right, at its sole discretion, at any time and without prior notice and for any reason to temporarily or permanently modify, suspend, discontinue, or replace any part of this Agreement or the Site services. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Fawter may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
5. Additional Registration Information
5.1. Additional Information
As part of the creation an invoice or at any time following such creation, you may be required by Fawter to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.
5.2. Disclosure Authorization
Merchants agrees that Fawter is permitted to share Registration Data (as defined in the TOS), Additional Registration Data and information relating to your invoices and transactions on the Services with our Payment Processing Partners (as defined below), the Card Schemes (as defined below) and Alternative Form of Payment Frameworks (as defined below) and with your bank or other financial institution, in each case to the extent your transactions involve such third parties. In addition, you authorize Fawter to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.
5.3. Failure to provide
Fawter reserves the right to suspend your account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.
6. Payment Procedures
6.1.1. Payment Methods
Fawter provides merchants and customers with a wide choice of payment methods.
“Online” payment methods include (i) a credit card gateway, and (ii) other payment methods to be introduced from time to time. All payment information is transferred via a Secure Socket Layer (SSL) connection. This functionality is denoted by a padlock symbol at the bottom of your browser and ensures secure transmission of the encrypted data.
“Offline” payment methods include (i) Payments at our Partners locations, and (ii) by check or cash at our offices.
Each of the payment methods mentioned above has its own additional service charges (“Payment Processing Fee”) that are a surcharge (“Passed on” to the invoice total price as disclosed on the relevant payment page or can be “absorbed” by the merchant within the invoice total price.
6.1.2. Fawter’s Role
Fawter utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks, online and offline resellers with which we have relationships (collectively, "Payment Processing Partners") and both Merchants and Fawter are subject to the rules and regulations of such Payment Processing Partners. For convenience, Fawter may show you a balance of proceeds for your invoices in your Fawter account, however, that balance merely reflects the amounts of invoices collected by a third party payment service or by our Payment Processing Partners and represents only a general unsecured claim against Fawter and not a store of value or a deposit/current account.
Upon an invoice being paid by a Customer through Fawter, Fawter generates a confirmation message and issues a unique confirmation number for such Consumer's payment. Merchant agrees to unconditionally accept, honor and fulfill all requirements for delivering the goods, services, and other items that have been invoiced, and for which payments have been confirmed by Fawter through the Services. Merchant agrees it is Merchant’s responsibility to verify a Consumer's confirmation number and/or any external restrictions prior to issuing an invoice.
Regardless of the payment processing option elected, Merchant agrees to pay Fawter all applicable service fees for each invoice issued and paid for via the Services (the "Fawter Service Fee"). Merchant also agrees to pay Fawter the additional Payment Processing fee (the "Payment Processing Fee") for each invoice paid via the Services, except the Fess thta are passed on to the Customer. The Fawter Service Fee and the Payment Processing Fee vary by country and processing currency. The current fees can be found here. Note that these fees are subject to change from time to time with respect to transactions that occur following the change.
In addition, Merchant may from time to time request additional Services from Fawter, including without limitation marketing and promotion services, printed invoices and dedicated account management, which Fawter may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the "Ancillary Fees") will be disclosed to Merchant prior to Merchant’s acceptance of such Services.
The Fawter Service Fee, the Payment Processing Fee and the Ancillary Fees are referred to herein as the "Fees." In addition to such Fees, Fawter may also charge you, at Fawter’s standard rates, for research, including, but not limited to, (i) research required to respond to any third party or government subpoena, levy or garnishment on your account, and (2) research and activities necessary to verify and execute any payee change, whether pursuant to the Commercial Code (as discussed further below) or court order.
Fawter may charge various fees to Customers that are not passed on to Merchants, related to processing and handling invoices, and access to various Fawter content and services. We have sole discretion to set and assess such fees.
6.2. Payment Processing
Upon receipt of Additional Registration Data, Fawter will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use Fawter’s Payment Processing Partners. If you are not qualified to use Fawter’s Payment Processing Partners, but you are otherwise qualified to use the Services, Fawter will notify you. For risk management and security reasons and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through Fawter’s Processing Partner and you authorize us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 6.2.5.
6.2.2. Payment Process
When using Fawter, payment processing occurs directly through our Payment Processing Partners, and you understand and agree that we will issue a weekly statement of collected proceeds on your behalf payable one week after the statement date, subject to (i) deduction of all applicable Fees then due; (ii) our right of setoff against any debts or other amounts owed to us or any of our Affiliates by you or any of your Affiliates under this Merchant Agreement, the TOS or other applicable agreement for Services provided by Fawter or any of its Affiliates; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) any reserves established as set forth in section 6.2.5 below. Such payouts will be made by ACH, or by check in Lebanon, only to the payout information designated by Merchant on the Services under "Settlement", provided that Fawter reserves the right to withhold funds (i) at any time as Fawter determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this agreement.
All amounts due to Merchant are payable in the same currency paid by the Customer as configured by the Merchant.
In addition, Payment Processing Partners may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the "Card Schemes"), and non-card based payment networks such as direct debit, cash and other alternative forms of payment (the "Alternative Form of Payment Frameworks"). You are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by Fawter to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any check or check information) for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement.
You understand and agree that you are responsible for maintaining the security of and control over any check issued to you under the TOS, including this Merchant Agreement. If a check we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising from the loss, theft, or misuse of the check. You agree that we are entitled to pay any check issued to you under the TOS, including this Merchant Agreement, regardless of who presents the check for payment and regardless of whether the check was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in the TOS, including this Merchant Agreement, you agree that we will not be liable for any check we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited.
You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any check issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments.
For ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Registration Data, is inaccurate, you agree that we are still entitled to make payment to that account number, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us.
You agree that we may, from time to time, in our sole discretion, without notice to you, (a) setoff against your or your Affiliate's reserve as defined under Section 6.2.5, (b) setoff against any Invoice Payout you receive and any other fees for Services provided to you or any of your Affiliates by Fawter or any of its Affiliates (including for any Fawter Fees or any other amounts you owe to Fawter under this Merchant Agreement, the TOS, or any other agreement between you and us), or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate's credit profile or the underlying invoice(s)' risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the TOS, including this Merchant Agreement or any other applicable agreement for Services provided by Fawter or any of its Affiliates. We may exercise such setoff rights before we make any payout, whether by check or by ACH, to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. We may also exercise any of our rights and remedies under Section 6.4 of this Agreement regarding recovery of such amounts due and owing to us from you.
You understand that we may also debit your Paid Invoices if Fawter is served with legal process seeking to attach or garnish any of your funds or property in Fawter’s possession.
You also understand that we may be required, upon receipt of a notice of assignment and payment direction from your secured party (lender), to pay all or a portion of your Paid Invoices as directed by your secured party. If we receive such a notice and direction, we will, after deducting our fees and expenses of compliance as provided above, make payments to your secured party as so directed without notice to you.
6.2.3. Appointment as Agent
Merchant hereby appoints Fawter as Merchant’s limited payment agent for the purpose of facilitating the receipt of payments made by Customers for such invoices through our Payment Processing Partners, and the disbursement of those payments to Merchant. Merchant agrees that a payment made by a Customer that is processed by Fawter will be considered the same as a payment made by a Customer directly to Merchant and Merchant will sell or provide all advertised goods and services to the Customer as if Merchant had directly received the invoice payment from such Consumer, regardless of whether the payment have yet to be or are ever received from Fawter. Merchant agrees that Fawter, in its role as limited payments agent, is authorized to (i) hold, disburse and retain proceeds on Merchant’s behalf pursuant to this Merchant Agreement, or otherwise instruct our Payment Processing Partners to do so; (iii) issue refunds to Customers as set forth in Section 6.3 below; and (iv) manage credit card chargebacks as set forth in section 6.2.6 below. In accepting appointment as the limited agent of Merchant, Fawter assumes no liability for any acts or omissions of Merchant and Merchant understands that Fawter’s obligation to pay Merchant is subject to and conditional upon Customers’ actual payment of invoices. Merchant further authorizes Fawter to delegate its obligations under this Merchant Agreement to certain of its affiliated entities, provided, that Fawter will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.
6.2.4. Cancellations, Nonperformance
No payments will be made to Merchant with respect to any invoice that is cancelled or with respect to which Fawter believes there is a risk of cancellation or nonperformance, unless Fawter receives adequate security (as determined by Fawter in its discretion) for Merchant’s obligations under this Merchant Agreement. In addition, no invoice will be settled to Merchant until that invoice has been honored by Merchant. If payments have already been settled to a Merchant for a cancelled invoice, Merchant will immediately refund to a payment address designated by Fawter all such payments upon cancellation of such invoice for the purpose of effecting refunds if refunds are being made under Section 6.3. You are responsible for complying with the requirements of Section 6.3 and the requirements of the Merchant Refund Policy Requirements which are in addition to and are incorporated into the TOS by reference. If you do not remit funds due to Fawter that are sufficient to cover refunds due to Customers for an invoice cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 6.3.3 below, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these TOS, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 6.2.5 and 6.4 of this Agreement.
6.2.5. Reserves and Fawter Right of Setoff
Fawter reserves the right to retain a certain percentage of paid invoices and any other fees for Services provided to you or any of your Affiliates by Fawter or any of its Affiliates (with such percentage being determined by Fawter in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Merchant’s credit profile or the underlying invoice(s)' risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the TOS, including this Merchant Agreement, or to protect Fawter against fraudulent or erroneous activity. Fawter’s right to hold a reserve will continue following the applicable invoice(s) and until either (A) Merchant and any of its Affiliates have discharged all obligations under the TOS or other applicable agreement for Services provided by Fawter or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Merchant and any of its Affiliates have otherwise provided Fawter or any of its Affiliates with adequate security (as determined by Fawter or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Fawter or any of its Affiliates, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 6.2.2. In the event that the exercise of our or our Affiliates' setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us or any of our Affiliates under the TOS or other applicable agreement for Services provided by Fawter or any of its Affiliates, including this Merchant Agreement, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.
6.2.6. Chargebacks, Reversals
Any credit card chargebacks or other transaction reversals initiated against Fawter or its affiliates for any reason (except to the extent they are caused solely by Fawter’s negligence or willful misconduct) with respect to a Merchant’s invoice and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Fawter or its affiliates in connection with such chargebacks will ultimately be the responsibility of Merchant, and Merchant agrees to promptly and fully reimburse Fawter for such amounts on demand. As part of Fawter’s activity as limited payments agent, Fawter will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Merchant and Merchant hereby authorizes Fawter to do so and agrees to use reasonable efforts to cooperate with Fawter in such re-presentment. However, Fawter will have no obligation to represent any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Merchant’s refund policy or the provisions of Section 6.3.3 below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that Fawter’s loss of any chargeback that has been represented by Fawter will not in any way limit Merchant’s obligation to reimburse Fawter and its affiliates under this paragraph.
Fawter only provides the Payment Processing Service for certain currencies and for Merchants in certain locations listed here. In addition, invoice payments collected in a currency may only be paid out to Merchants in the currency in which they are collected. Fawter does not provide currency conversion services. Finally different payment options or payment methods may be available to you depending on the currency in which you collect invoice payments and your location as detailed here.
6.2.8. Payment Scheme Rules
The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the "Payment Scheme Rules"). We may be required to change this Merchant Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.
6.3.1. Refund Policy and Process.
Regardless of what payment method is selected, Merchant agrees to communicate a refund policy to Customers with respect to each invoice posted on the Services that meets the requirements of the Merchant Refund Policy Requirements and to administer such policy in accordance with its terms. The Merchant Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for transactions proceed by Fawter’s Payment Processing Partners must be processed through Fawter, unless otherwise agreed by Fawter. Merchants can issue refunds to Customers directly through the Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by Fawter. Fawter may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Merchant. Consistent with the Merchant Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an invoice are subject to the following refund requirements:
220.127.116.11. In the event of a full or partial invoice cancellation, Merchant agrees to issue refunds to Customers either by using backup funding sources within the Fawter platform (e.g. additional security sources), or by remitting funds due for refunds back to Fawter so that refunds can be processed by Fawter on the Merchant’s behalf.
18.104.22.168. Merchant agrees that no refunds will be made outside of the Fawter platform (e.g. offline), and refund transactions may only be employed for bona fide invoice refunds, and not for other money transfers, including without limitation cash advance transactions.
22.214.171.124. If Merchant elects to remit funds back to Fawter so that Fawter can process refunds on Merchant’s behalf, Merchant must remit funds to Fawter that are sufficient to cover refunds due to Customers within 5 days of the cancellation of the invoice as well as any associated Payment Processing Fee and other related fees.
126.96.36.199. Merchant agrees to notify Customers of the invoice cancellation as soon as reasonably possible and prior to the expected fulfillment of the purchase.
188.8.131.52. Merchant will be the main point of contact for Customers with refund requests, and Merchant will instruct the Customers not to contact Fawter with refund requests.
184.108.40.206. Merchant will provide clear instructions and contact information to Customers so that Customers can make refund requests.
220.127.116.11. Merchant acknowledges that Fawter reserves the right to charge the Merchant for the cost of chargebacks related to the cancelled invoice, and such amounts are also subject to the provisions of Sections 6.2.5 and 6.4 of this Agreement.
18.104.22.168. If the Merchant is offering Customers an "other make good" refund in lieu of purchase price refund, then such offer must be of equal or greater value to the value of the invoice for the cancelled invoice and such value must be clearly communicated to the Customers. Merchant agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an "other make good" refund is given.
6.3.2. Refund Disputes.
Regardless of what payment method is selected, all disputes regarding refunds are between Merchant and its Customers. In the event of a dispute, Fawter may try to mediate, but ultimately it is Merchant’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to transactions processed by Fawter’s Payment Processing Partners, Fawter will have the right to make refunds on Merchant’s behalf as set forth in section 6.3.3 below.
6.3.3. Mandatory Refunds
Notwithstanding the foregoing, Merchant authorizes Fawter to make refunds in the following situations (i) Merchant specifically authorizes the refunds at the time; (ii) the invoice description presented to a Customer at time of purchase is significantly different from the actual service, product, or other item provided to the customer; (iii) Customers are unable to access their purchase due to failure of the Merchant to adequately plan for capacity, ingress or egress, or will otherwise subject the Consumer to safety concerns; (iv) Fawter believes in its discretion that specific invoices should be refunded under the Merchant’s posted refund policy or Fawter’s Merchant Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (v) Fawter believes in its discretion that the refund request, if not granted, will lead to a chargeback that Fawter is more likely than not to lose; (vi) Merchant failed to list a refund policy on the applicable invoice and Fawter believes in its discretion that a refund would be reasonable under the circumstances; (vii) Fawter believes in its discretion that specific payments are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Fawter believes in its discretion that an invoice payment is a duplicate. Merchant also authorizes Fawter to make refunds of any and all invoices (including those unrelated) if (A) Fawter believes in its discretion that Merchant has engaged in any fraudulent activity or made any misrepresentations; (B) Fawter believes in its discretion that there is substantial risk of nonperformance by Merchant with respect to the applicable invoice or future invoices; (C) Fawter believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of invoices; or (D) Fawter believes in its discretion that Merchant is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to sell Prohibited Goods and Services or that failing to make the refunds would otherwise expose Fawter to legal liability. Because all sales are ultimately made by Merchant, Merchant hereby agrees to promptly and fully reimburse Fawter and its affiliates upon demand for refunds that Fawter makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Fawter’s negligence or willful misconduct. Merchant acknowledges and agrees that chargebacks will result in losses to Fawter in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Fawter is mitigating such losses and its damages with respect to Merchant’s breach of this Merchant Agreement. If you do not remit funds to Fawter that are sufficient to cover mandatory refunds as described by this Section 6.3.3 for an invoice cancellation or nonperformance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 6.2.5 and 6.4 of this Agreement.
6.4. Non-Exclusive Remedies; Taxes.
6.4.1. Non-Exclusive Remedies; Taxes
If Merchant fails to pay to Fawter or any of its Affiliates any amount owed pursuant to the TOS (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by Fawter or any of its Affiliates when due and following a late payment notice being delivered by Fawter, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Merchant or any of its Affiliates to Fawter or any of its Affiliates under the TOS (including without limitation this Merchant Agreement) or any or other applicable agreement for Services provided by Fawter or any of its Affiliates, Fawter or its Affiliates may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Merchant or any of Merchant’s Affiliates, whether for a invoice or for any other invoice that Merchant or any of Merchant’s Affiliates lists through the Services or other applicable agreement for Services provided by Fawter or any of its Affiliates, and use the withheld amount to set off the amount owed by Merchant or any of Merchant’s Affiliates to Fawter or any of its Affiliates; and/or (B) send an invoice to Merchant or any of its Affiliates for such amounts to the extent Merchant’s or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case Merchant or any of its Affiliates will pay Fawter or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Fawter or any of its Affiliates hereunder is not made by Merchant or any of its Affiliates when due and after receiving a late payment notice from Fawter or any of its Affiliates, Fawter or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Merchant’s or any of Merchant’s Affiliate's registration for any Services provided by Fawter or any of its Affiliates (including any and all accounts that Merchant or any of Merchant’s Affiliates may have). In addition, any such unpaid amounts due and owing to Fawter or any of its Affiliates are subject to collections in accordance with Section 6.4.2.
6.4.2. Collections; Costs of Recovery
Fawter reserves the right to pursue any late and unpaid amounts due and owing to Fawter or any of its Affiliates for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Merchant agrees to promptly and fully reimburse Fawter or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Fawter or any of its Affiliates in collecting past due amounts or any other amounts due and owing from Merchant or any of its Affiliates under this Merchant Agreement, the TOS or any or other applicable agreement for Services provided by Fawter or any of its Affiliates. Merchant and any of its Affiliates agree that if Fawter or any of its Affiliates must seek collections for past due amounts and Merchant or any of its Affiliates does not respond or pay in full after receiving a collection notice, Fawter or any of its Affiliates reserves the right to pursue outstanding balances through judicial proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the TOS.
Use or any or other applicable agreement for Services provided by Fawter or any of its Affiliates.
22.214.171.124. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and to sales you make using the Services. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). Fawter does not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) provided to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your invoice, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Customers, credits and deductions for which you may qualify and other factors, and you hereby release Fawter from any and all liability with respect to your use of the Tax Tools. None of such Tax Tools should be considered legal or tax advice. If you do collect Taxes and use Fawter Payment Processing Partners, Fawter will pay such amounts to you at the same time as the underlying invoice amount due. You are responsible for remitting all such Taxes to the appropriate Tax Authorities. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Fawter cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a Tax Authority requires Fawter to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse Fawter for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
126.96.36.199. Notwithstanding the preceding paragraph, Fawter may, in certain jurisdictions, be required to collect and remit Taxes for your paid invoices facilitated using the Services. In order to determine whether any Taxes must be collected on your behalf, Fawter may request certain information when you create an invoice using the platform. Such information may relate to your tax exempt status, the nature of your invoice and/or other similar information. If such information is requested, you represent and warrant that the information you provide is true and correct. Fawter cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the platform. In the event that a Tax Authority requires Fawter to pay any Taxes attributable to your invoice as a result of the information you provided Fawter being incorrect, you agree to promptly and fully reimburse Fawter for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
188.8.131.52. Notwithstanding paragraph 184.108.40.206 in this section, Fawter may, in certain jurisdictions, be required to collect and remit Taxes on Fawter Service Fees and Payment Processing Fees to the Tax Authorities. In such jurisdictions, Fawter will collect from you Taxes on Fawter Fees, and you agree to pay such Taxes. Fawter may, at its sole election, invoice you for Taxes on Fawter Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Fawter Fees. With the exception of Taxes on Fawter Fees that Fawter collects from you pursuant to this paragraph and Taxes collected and remitted pursuant to paragraph (ii) in this section, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services. A list of the jurisdictions in which Fawter collects Taxes on Fawter Fees is available here.
220.127.116.11. Fawter reserves the right to withhold the payment of any amounts owed to you hereunder and dispose of them as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by Fawter, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your invoices.
7. Prohibited Merchants, Prohibited Invoices, Prohibited Transactions
7.1 Prohibited Merchants
By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:
7.1.1. You are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services ("Restricted Countries"); subject to any embargo by the Lebanese Republic authorities of goods and/or services of the same type as the Services ;
7.1.2. You are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and
7.1.3. you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended.
If you fall into any of the categories set forth above, as determined by Fawter in its discretion, you are a "Prohibited Merchant."
7.2. Prohibited Invoices
You may not create Invoices through the Services or engage in activities through the Services that:
7.2.1. violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
7.2.2. would be prohibited under the Payment Scheme Rules;
7.2.3. take place in Restricted Countries; and
7.2.4. contain any Content, (as defined in the TOS) that would violate the TOS.
Any Invoice that falls into any of the categories set forth above, as determined by Fawter in its discretion, is a "Prohibited Invoice."
7.3. Prohibited Transactions
You may not use Payment Processing Partners to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:
7.3.1. any transaction that would violate or is considered "high risk" (or another restricted category) by the Payment Scheme Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling;
7.3.2. any transaction that is fraudulent or criminal in nature;
7.3.3. any transaction that would constitute sending money to another party other than for the settlement of bona fide invoices.
Any transaction that falls into any of the categories set forth above, as determined by Fawter in its discretion, is a "Prohibited Transaction."
In the event that Fawter discovers that you are a Prohibited Merchant, that you have posted a Prohibited Invoice and/or that you have attempted to process or processed a Prohibited Transaction, then Fawter may take any or all of the following actions in its discretion in addition to any and all remedies that Fawter may have under the law or elsewhere in the TOS:
7.4.1. Suspend or terminate your Fawter account;
7.4.2. alter, edit, or remove any Prohibited Invoice or any portion thereof;
7.4.3. block, reverse or refund any or all of your transactions;
7.4.4. hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and
7.4.5. refer you, your invoices and/or your transactions and information relating to the same (without further notice to you) to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.
8. Representations And Warranties
In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.
Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your invoices are issued correctly, and that only valid invoices are honored. You understand and agree that Fawter is not liable for any costs arising from whether a presented invoice is or is not valid, or is or is not honored, including any invoice procured through, or representing, fraud or deceptive practices.
In addition to our right to terminate your use of the Services under the TOS, Fawter may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for invoices (a) if you are in violation or breach of any provision of this Merchant Agreement; (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the Payment Processing Service or your right to accept payments via the Payment Processing Service in their sole discretion; (c) if Fawter is served with legal process seeking to attach or garnish any of your funds or property in Fawter’s possession; or (d) Fawter is put on notice informing Fawter that you have granted a right to assignment of payments to the your lender as a secured party.