黑料网

Version 1.1, MT Effective Date: 1 July 2020

黑料网 is a company specialising in development of systems for operation of accommodation providers and other enterprises and in providing other specialised SaaS (software as a service) services in connection with property management. 黑料网 has developed a property management software solution that helps hotels, hostels and other properties (referred to as you) to automate their operations.

黑料网 has integrated into its platform a payment processing and acquiring services of third parties (referred to as Payment Services Providers) enabling you to accept payments from your guests and use other services which are not possible through standard banks or financial providers.
From a contractual point of view, you will enter into i) Cooperation Agreement with 黑料网 governing your use of 黑料网 Platform and ii) Merchant Agreement with 黑料网 enabling you to enjoy payment processing, acquiring services and reporting through our 黑料网 platform. In many cases you will enter into the Cooperation Agreement and Merchant Agreement with the same 黑料网 entity. Nevertheless, if you are established in certain countries (for example the United States or Australia), you may also contract with different 黑料网 Affiliates.

For the purpose of establishing a direct contractual relationship with Payment Services Providers, you will be requested to accept their terms and conditions which form your Sub-Merchant Agreement.

If you are established in the United States, you may also enter into the Acquiring Addendum that constitutes a tripartite contract between you, Member and Adyen. Member is a regulated bank in the United States of America that acts also as an acquiring member of scheme owners (such as VISA or Mastercard).

To comply with payment services laws you must undergo a know your customer (KYC) background check, anti-money laundering and anti-terrorist financing verifications to be allowed to use the Payment Processing Services.

In order to set legal framework for our commercial relationship, customer service relationship, support and risk management, we will also enter into a Merchant Agreement (as specified above) that by reference incorporates these Merchant Terms.

Setting clear and transparent relationship between us is also crucial as we are not only facilitating payments through our platform but we may be fully liable and responsible for claims,
fines and costs caused by your non-compliance with applicable law, scheme rules or Sub-Merchant Agreement.

Merchant Agreement stipulates the fees you will pay for Payment Processing Services and their facilitation through 黑料网 Platform attributable to 黑料网 and Payment Services Providers. There are other fees set forth in the Merchant Agreement that are charged by scheme owners/banks (for example interchange and scheme fees). All the fees agreed in the Merchant Agreement will be settled directly by the respective Payment Services Provider.

Payment Services Provider will settle available funds on your Sub-Merchant account withholding applicable fees payable based on the Merchant Agreement and Cooperation Agreement. 黑料网 will provide you on regular basis with an electronic report stating the sum of merchant fees and other fees that were settled by respective Payment Services Provider.

Funds on your account will be paid out to you within maximum thirty days.

This preamble is of informative nature only and is not legally binding.

1.1 The provisions of these Merchant Terms shall apply to Merchant Agreement concluded between 黑料网 and Partner.

1.2 These Merchant Terms are published on the 黑料网 website and form an integral part of the Merchant Agreement.

1.3 This version of the Merchant Terms is valid and effective from the Merchant Terms Effective Date as stated above and completely replaces any prior versions of the Merchant Terms.

2.1 Preamble of these Merchant Terms shall not constitute an integral part of the Merchant Terms. 

2.2 The headings and structure of these Merchant Terms, as well as any examples provided under certain clauses (if any), shall not affect its interpretation.

2.3 The defined terms in these Merchant Terms, unless the context requires otherwise, shall have the meaning ascribed to them in this clause 2.3:

• 鈥淎cquiring Addendum鈥� means a contract concluded between Partner, Member and Payment Service Provider with respect to the Payment Processing Services.
• 鈥淎ccount Holder鈥� means any person who is authorised to use any payment method or financial service issued or provided to him/her.
• 鈥淎蹿蹿颈濒颈补迟别(蝉)鈥� means Affiliate(s) as defined in the  Master Terms and Conditions (available at /en/terms-conditions/partners-july-2020).
• 鈥淐ard Not Present (CNP) Transaction鈥� means Transaction by a cardholder or on behalf of the cardholder where the cardholder (or his or her card) is not physically present at the point of sale at the time of the Transaction.
• 鈥淐ard Processing Fee(s)鈥� mean fees paid by Partner for basic card processing (e.g. card tokenization)
• 鈥淐ard Protection Fee(s)鈥� means fees paid by Partner for card security in order to limit fraudulent activities.
• 鈥淐ooperation Agreement鈥� means the Cooperation Agreement as defined in the Master Terms and Conditions for Partners.
• 鈥淐耻蝉迟辞尘别谤鈥� means Customer as defined in the Master Terms and Conditions.
• 鈥淐丑补谤驳别产补肠办鈥� means a Transaction that is successfully charged back on the request of the Account Holder or the issuing bank pursuant to the relevant Scheme Rules resulting in a partial or full reversal of Transaction in respect of which a Partner has been paid or was due to be paid.
• 鈥淐hargeback Fee(s)鈥� mean fees paid by Partner in respect of Chargeback.
• 鈥淚nterchange & Scheme Fee(s)鈥� mean fee(s) set and charged by the Schemes Owners(s) (and in part passed on to the issuing bank) for processing and settlement of a Transaction as further specified in the Merchant Agreement. Interchange Fee(s) & Scheme Fee(s) shall include the assessment fees and any other fees charged by Schemes Owners(s).
• 鈥淢aster Terms and Conditions鈥� means the current version of the Master Terms and Conditions including all schedules and other documents appended thereto by reference, which are also available on the relevant 黑料网 website and may be amended from time to time by 黑料网. Any reference to General Terms and Conditions for Partners in the Agreement signed prior to the 1st of May 2021 (if applicable) shall be read as the reference to these Master Terms and Conditions.
• 鈥淢别尘产别谤鈥� means an acquiring bank identified in the Acquiring Addendum.
• 鈥淢erchant Agreement鈥� means agreement concluded between 黑料网 and Partner governing commercial relationship between 黑料网 and Partner in connection with facilitation of the Payment Processing Services, including these Merchant Terms and all schedules and other documents appended thereto by reference.
• 鈥淢erchant Fee(s)鈥� mean Card Processing Fee(s), Card Protection Fee(s), Chargeback Fee(s), Interchange & Scheme Fee(s), Refund Fee(s), Transaction Fees and other fees agreed by 黑料网 and Partner in the Merchant Agreement.
• 鈥淢erchant Terms鈥� mean these Merchant Terms, and all schedules and other documents appended hereto by reference.
• 鈥淢别飞蝉鈥� means 黑料网 as defined in the Master Terms and Conditions.
• 鈥満诹贤� Account鈥� means 黑料网 Account as defined in the Master Terms and Conditions.
• 鈥満诹贤� Platform鈥� means 黑料网 Platform as defined in the Master Terms and Conditions.
• 鈥満诹贤� Services鈥� mean 黑料网 Services defined in the Master Terms and Conditions.
• 鈥満诹贤� website鈥� means / 
• 鈥淧补谤迟苍别谤鈥� means the Partner as defined in the Master Terms and Conditions for Partners.
• 鈥淧ayment Processing Services鈥� mean payment processing and acquiring services provided by respective Payment Services Provider and/or Member (if applicable).
• 鈥淧ayment Services Provider鈥� means payment services provider identified in the Merchant Agreement.
• 鈥淧oint of Sale (POS) Transaction鈥� means Transaction submitted for processing by a cardholder via POS terminal where the card is physically swiped through a reader or EMV chip is processed at the time of the Transaction
• 鈥凌别蹿耻苍诲鈥� means a partial or full credit of a particular Transaction whereby the funds are reimbursed to the Account Holder on the initiative or request of Partner.
• 鈥淩efund Fee(s)鈥� mean fees paid by Partner in respect of Refund.
• 鈥淪cheme Owner(s)鈥� mean parties who regulate a specific payment method, such as VISA, MasterCard, Discover or comparable bodies.
• 鈥淪cheme Rules鈥� mean guidelines, bylaws, rules, and regulations, procedures and/or waivers issued by the Scheme Owners and other financial institutions that operate payment methods and networks supported by Payment Services Provider (including the payment card network operating rules for Visa, MasterCard, or the American Express networks, Bacs, CHAPs, and SEPA operating rules).
• 鈥淪ub-Merchant Account鈥� means Partner's account on respective Payment Services Provider鈥檚 platform.
• 鈥淪ub-Merchant Agreement鈥� means agreement concluded between Partner and Payment Services Provider with respect to the Payment Processing Services.
• 鈥淭别谤尘鈥� means Term as defined in the Master Terms and Conditions for Partners.
• 鈥淭别谤谤颈迟辞谤测鈥� means territory as defined in the Master Terms and Conditions for Partners.
• 鈥淭谤补苍蝉补肠迟颈辞苍鈥� means authorisation request of Account Holder for a Payment from the Account Holder to Partner submitted by Partner to Payment Services Provider and/or Member (is applicable).
• 鈥淭ransaction Fees鈥� mean any fees for the provision of Payment Processing Services agreed by 黑料网 and Partner in the Merchant Agreement.

3.1 Facilitation of Payment Processing Services

Based on the Merchant Agreement, 黑料网 agrees to facilitate Payment Processing Services through 黑料网 Platform and provide other support and services in the scope agreed in the Merchant Agreement. The Partner agrees to pay Transaction fees and any other fees specifically agreed in the Merchant Agreement.

3.2 Territory

The Payment Processing Services will be made available in the Territory defined in the Merchant Agreement.

3.3  Master Terms and Conditions

Any services provided by 黑料网 shall be subject to Master Terms and Conditions for Partners. In the event of any discrepancies between these Merchant Terms and Master Terms and Conditions for Partner, these Merchant Terms prevail.

3.4. 黑料网 Add-ons

The Partner may purchase 黑料网 Add-ons as offered by 黑料网 to facilitate the Payment Processing Services. The Partner acknowledges and agrees that such 黑料网 Add-ons are subject to these Merchant Terms and the Partner is obliged to pay the agreed Merchant Fee(s).

4.1 Direct contractual relationship between Payment Services Provider and Partner

Partner agrees that Payment Processing Services will be provided by Payment Services Provider based on the Sub-Merchant Agreement concluded between Payment Services Provider and Partner.

4.1 Sub-Merchant Agreement

Process leading to conclusion of the Sub-Merchant Agreement between the Partner and the Payment Services Provider is specified by the respective Payment Services Provider in the Sub-Merchant Agreement and their respective terms and conditions.

5.1 Direct contractual relationship between Payment Services Provider, Partner and Member

If the Partner is established in the United States of America, the Partner agrees that Payment Processing Services may be provided by Payment Services Provider and/or Member based on the Sub-Merchant Agreement and/or Acquiring Addendum.

6.1 Initial KYC verification

Partner will need to pass KYC (know your customer) verification in order to (a) to use the Payment Processing Services, and (b) enable 黑料网 and/or Payment Services Provider and/or Member (if applicable) to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services and other applicable laws and regulations. As part of the KYC verification process Partner shall provide complete, accurate and up-to-date information about its activities, shareholders, ultimate beneficial owners and other information as further stated in KYC Verification Form provided by 黑料网. Once all the required information is provided, 黑料网 and/or Payment Services Provider and/or Member (if applicable) shall perform verification of Partner. Partner agrees that 黑料网 and/or Payment Services Provider and/or Member (if applicable) may run further checks on Partner's identity, creditworthiness and background by contacting and consulting relevant registries and government authorities. As a result of Partner's verification 黑料网 and/or Payment Services Provider and/or Member (if applicable) shall have the right, at its sole discretion, to accept or refuse providing Payment Processing Services and/or other services to Partner.

6.2 Changes to KYC information

Partner shall notify in advance 黑料网 of any changes relating to information provided as part of the KYC verification process. As KYC requirements may be updated from time to time to ensure compliance with regulatory and scheme requirements, Partner shall provide without undue delay such additional information and supporting documentation to 黑料网 and/or Payment Services Provider.

6.3 Suspension and termination

The Partner acknowledges and agrees that (a) if KYC verification process cannot be duly completed for any reason or (b) Partner does not notify 黑料网 in advance of any changes according to clause 6.2 above or (c) Partner does not fulfil any current or future KYC verification requirement, 黑料网 and/or Payment Services Provider and/or Member (if applicable) may (i) suspend the provision of 黑料网 Services to the Partner; or (iii) limit the functionality available to a Partner until KYC verification process is duly completed or iii) terminate the Agreement with immediate effect.

6.4 Authorized disclosure of Partner's KYC Verification Form

黑料网 shall have the right to disclose KYC Verification Form completed by Partner to Payment Services Provider, Payment Services Provider's Affiliates, Member and 黑料网' Affiliate.

7.1 Prerequisites for using Payment Processing Services

Partner may use the Payment Services from the moment Partner has fulfilled the following: (a) completed KYC Verification Form and passed KYC verification conducted by 黑料网, (b) concluded Sub-Merchant Agreement, (c) concluded Cooperation Agreement, (d) concluded Acquiring Addendum (if applicable) and (e) been approved by Payment Services Provider, Member (if applicable) and 黑料网 as eligible for Payment Processing Services.

7.2 Acceptance by 黑料网

黑料网' acceptance of the Partner as user of the Payment Processing Services is strictly personal and limited to the use by the Partner for payment of Partner鈥檚 own products and services. Partner may not use the Payment Processing Services to facilitate the payment for products or services sold by third parties and/or resell the Payment Processing Services to third parties.

7.3 Purpose

Partner wishes to use the Payment Processing Services with respect to payments for the Partner's product and/or services related mainly to travel, tourism, event and conference organisation. The acceptance by 黑料网 of Partner as a customer is strictly linked to this description of Partner's products and services.

7.4 Payment Processing Providers

Partner acknowledges and agrees that (a) 黑料网 may, at its sole discretion, switch the provision of Payment Processing Services from one Payment Processing Provider to another Payment Processing Provider, or (b) 黑料网 may, at its sole discretion, switch the provision of Payment Processing Services from one Member to another Member (c) Payment Processing Services may be provided to Partner by more Payment Processing Providers and Members (if applicable) simultaneously.

8.1 Merchant Fees

Partner shall pay Merchant Fees agreed in the Merchant Agreement. All prices and fees are stated in euro unless expressly specified in the Merchant Agreement.

8.2 Set-off

Partner hereby authorizes 黑料网 and/or Payment Services Provider and/or Member to deduct:

• Merchant Fees, and
• any fees and charges payable by the Partner based on the Cooperation Agreement from Sub-Merchant Account.

8.3 Settlement

Payment Services Provider and/or Member will settle the received sums intended for Partner withholding Merchant Fees, fees agreed to be paid by Partner in the Cooperation Agreement and other fees (if applicable).

8.4 Invoice

黑料网 shall issue an electronic report for Payment Services to Partner on monthly basis.

8.5 Automatic Charges

黑料网 may charge Partner for any other services or products provided by withholding the chargeable amounts from the Sub-Merchant Account.

8.6 Taxes

Unless otherwise stated, the Merchant Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (鈥淭axes鈥�). The Partner is responsible for paying all Taxes associated with the Agreement. If 黑料网 has a legal obligation to pay or collect Taxes for which Partner is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Partner unless the Partner provides 黑料网 with a valid tax exemption certificate authorised by the appropriate taxing authority. The Partner is responsible to provide 黑料网 with a valid VAT number and a correct bank account to enable correct billing.

9.1 Deposit

黑料网 and/or Payment Services Provider and/or Member may require the Partner to provide a deposit or reserve to cover the risk of loss to 黑料网, Payment Services Providers, Member, Customers, or others associated with the Sub-Merchant Account. The Partner agrees that 黑料网, Payment Services Providers or Member are eligible to fund the reserve or deposit with funds processed through the Partner鈥檚 use of Payment Processing Services, by debiting the Sub-Merchant Account or another bank account associated with the Sub-Merchant Account, or by requesting funds directly from the Partner; the Partner shall be obliged to provide funds without undue delay upon the request of 黑料网, Payment Services Providers or Member. 黑料网 may retain the deposit or reverse during the Term and for a period of one (1) year after its termination.

9.2 Negative Balance

In the event of negative balance during the term of the Merchant Agreement i) 黑料网 and/or Payment Services Providers and/or Member shall be entitled to suspend processing of payments and withhold any Refunds payable to Partner and ii) Partner shall have the obligation to pay the outstanding balance within seven (7) days after 黑料网鈥� request.

9.3 Negative Balance after the termination of the Agreement

The Partner acknowledges that the negative balance may occur also after the termination of the Cooperation Agreement and Merchant Agreement in connection with the Transactions processed thereunder (鈥�Future negative balance鈥�).  If the deposit is retained after the termination under Clause 9.1. hereof, the Partner authorises 黑料网 to offset the Future negative balance against the deposit. Otherwise, the Partner is obliged to repay the outstanding Future negative balance to 黑料网 within seven (7) days after 黑料网鈥� request. The Partner acknowledges that the Future negative balance not paid when due shall accrue default interest at the rate of 0.1% per day under the Master Terms and Conditions.

10.1 Liability

Partner shall be responsible and fully liable to 黑料网 for Partner's use of the Payment Processing Services (including all transactions, Chargeback Fees, refunds, claims, fines associated with such activity, or use of the Payment Processing Services in a manner prohibited under the Sub-Merchant Agreement). Partner's liability as per this clause 10.1 shall be unlimited.

10.2 Indemnification

Partner will fully indemnify, defend and hold harmless 黑料网 and its Affiliates from and against any claims brought by a third party arising out of, any use of the Payment Processing Services by Partner, including for all transactions, chargebacks, refunds, claims, fines associated with such use, or use of the Payment Processing Services in a manner prohibited in the Sub-Merchant Agreement and/or Acquiring Addendum.

11.1 Effective Date

The Merchant Agreement shall come into force upon execution of the Cooperation Agreement. 

11.2 Term

The Merchant Agreement shall remain in effect until the termination and/or expiration of the Cooperation Agreement. 

11.3 Termination

In the event the Cooperation Agreement expires or is terminated, this Merchant Agreement expires or is terminated as well by operation of law, without further legal action. 

11.4 Termination of the Merchant Agreement

This Merchant Agreement may be terminated for the same reasons as agreed in the Master Terms and Conditions. In the event the Merchant Agreement is terminated, the Cooperation Agreement is terminated as well by operation of law, without further legal action.

12.1 Changes

黑料网 can, at any time, and at its sole discretion, make changes to these Merchant Terms (not to the main body of the Merchant Agreement), including any linked documents.

12.2 Notification

If 黑料网 makes a change to these Merchant Terms, 黑料网 will inform Partner via 黑料网' website or 黑料网 Account of at least (30) thirty calendar days before the effectiveness of the revised Merchant Terms, unless change to the Merchant Terms is required by applicable law in which case shorter notice may apply. This shall not apply if changes are made to the (non-legally binding) preamble of the Merchant Terms.

12.3 Objection against revised Merchant Terms

If Partner does not agree to the revised Merchant Terms, the Partner shall notify 黑料网 in writing and may terminate the Agreement as of the day of effectiveness of the revised Merchant Terms. Where you do not provide such notice prior to the revised Merchant Terms becoming binding, by continuing to use the Payment Processing Services you agree to be bound by revised Merchant Terms.

13.1 Governing law

The Merchant Agreement shall be governed by, and construed in accordance with, the laws as stipulated in the Merchant Agreement, excluding the United Nations Convention on Contracts for the International Sale of Goods, and without reference to its conflict of law provisions.

13.2 Jurisdiction

The courts of a country agreed in the Merchant Agreement shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Merchant Agreement.

13.3 Entire agreement

The Merchant Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Merchant Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Merchant Agreement. The terms located at a URL referenced in the Merchant Agreement are incorporated by reference into the Merchant Agreement. After the Merchant Terms Effective Date, 黑料网 may provide an updated URL in place of any URL in the Merchant Agreement.

13.4 Severability

If any term (or part of a term) of the Merchant Agreement is invalid, illegal, or unenforceable, the rest of the Merchant Agreement shall remain in effect.

13.5 Assignment

Partner may assign the Merchant Agreement or any of its rights, interests, or obligations under the Merchant Agreement to any third party exclusively with the prior written approval of 黑料网. Partner hereby grants its consent to 黑料网 to assign the Merchant Agreement or any of its rights, interests, or obligations under the Merchant Agreement to any Affiliate of 黑料网 or third party.

13.6 No waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Merchant Agreement.

13.7 No agency

The Merchant Agreement does not create any agency, partnership or joint venture between the parties.