The terms and conditions of your agreement with Worldpay are changing with effect from 1 December 2019
You can access your new terms at: www.worldpay.com/uk/MSA-Terms-and-conditions
We strongly recommend that you read and save a copy of the above terms for future reference. If you have any difficulties downloading your terms or require a hard copy, please let us know.
This document explains some of the changes we have made but is for information purposes only and not a part of your Worldpay agreement.
Why the change?
We have updated our terms to reflect recent changes in law and regulation, developments in how we deliver products and services, terms applicable to new products and services and your obligations relating to these.
The changes will automatically take effect from 1 December 2019, so you do not need to do anything. If however you do not want to accept the amended terms you must let us know within two (2) months from receipt of this letter that you wish to terminate your Worldpay agreement.
So what are the changes?
The main changes to the terms are as follows:
- High risk businesses: Certain merchant businesses1 present a higher risk to Worldpay than others. This can be for a variety of reasons ranging from regulatory risks to increased chargeback risk associated with certain industries. Where you operate in a business that we deem is high risk, we have included additional terms and the link to these is in Part 1.
- Service Providers: We’ve added some clarifications in Part 3 of the Introduction to explain what Worldpay Group Company offers what service and where the terms and conditions governing each individual Worldpay product can be found. We have also deleted the definition of “Other Payment Services” as this has become obsolete.
- Payment Services Regulations 2009: We have deleted all references to the Payment Services Regulations 2009 from our terms as these have been superseded and replaced by the Payment Services Regulations 2017.
- Reverse engineering: We have inserted a new clause 3.2(K) which prevents you from reverse engineering or copying technology of a proprietary nature to which you have access as a result of receiving services from us.
- Transaction submissions: We have inserted a new clause 3.2(L) requiring you to submit transactions to us within two (2) days in order to ensure that payments are properly processed and that you receive the funds without delay.
- Tax: We have updated clause 4.3 to clarify that any tax payable in respect of the services we provide to you is payable by you and that if we are required for whatever reason to pay this for you, in your place or on your behalf, you will reimburse us for this or we can offset it from remittances we pay to you. You also allow us to disclose information we have about you and/or your transactions if a tax authority asks us for it.
- Collections and recoveries: We have added a new clause 4.13 which provides that if you fail to pay an amount when due and we incur additional cost in recovering it (for example by hiring a debt collection agency), then you will reimburse us for this additional cost.
- Electronic invoices: We have added wording in clause 5.2(B) to clarify that we can provide or otherwise make invoices available to you electronically (for example by way of email or download from a portal).
- Payment of fees to other Worldpay Group Companies: We’ve amended clause 8.2 to enable one Worldpay Group Company to collect fees from you on behalf of another Worldpay Group Company.
- Our termination rights: We have deleted our right to terminate/suspend the services in the event you object to one of our subcontractors in clause 12.4(P), which is no longer relevant given Worldpay is acting in its capacity as data controller (please refer to the Data Protection bullet point). We have inserted additional rights for us to terminate or suspend the services if:
- you misrepresent anything in your application form (see new clause 12.4(P)) as the information you provide in your application form is essential to our risk management as well as our ability to comply with legal and regulatory requirements;
- there is a material increase in your refunds and/or declined transactions or another event that gives rise to a significant increase in our risk profile or you suffer multiple assessments (see the updated definition of “Merchant Material Adverse Change”). We’ve made this change because changes of this type can indicate an underlying problem (such as fraud or financial distress) which can increase the risk associated with processing your transactions;
- we reasonably believe that a Transaction or the agreement we have with you or the performance of it may be contrary to Applicable Law or Sanctions (see clause 12.5(C)), so that we can remain fully compliant with the law and our regulatory obligations at all times.
- any changes to international sanctions prohibit us from complying with these terms, frustrate these terms or subject you or us to potential penalties or enforcement action by an authority (see clause 12.5(J)).
- Data Protection: We have updated clause 17 to reflect that Worldpay is a data controller of the personal data you share with us (rather than a data processor)2 because Worldpay determines which items of personal data are required to provide our services, the purposes for which personal data will be used and how long to retain the personal data in accordance with our own legal and regulatory obligations. This designation is in accordance with guidance by the Information Commissioner’s Office (ICO) in relation to payment service providers as well as the view of the card schemes (e.g. Visa, Mastercard). Information on the difference between data controllers and data processors and what this may mean for your business can be found on the ICO’s website here: ico.org.uk/for-organisations/data-protection-reform/overview-of-the-gdpr. As a result of this approach, we have included a new obligation in clause 17.4 requiring you to specify Worldpay as a data controller in your fair processing notices and to refer your customers to our Privacy Statement.
- Confidentiality: We have clarified clause 23.3 to state that Worldpay is permitted to share your confidential information with its directors, employees, professional advisers, insurers, other Worldpay Group Companies and sub-contractors who need to know it or in order to enhance our relationship with you and provided that the recipients keep this information confidential. Worldpay continues to be primarily responsible for safeguarding your confidential information.
- Notifications: We have supplemented clause 3.2(D) to require you to notify us in the event that you change your registered address and to obtain our prior consent in respect of any URL of any website on which we process payments for you. This enables us to stay in touch with you and comply with our regulatory and card scheme obligations. We have also changed clauses 26.1 and 26.3 to state that, if you are established outside of the United Kingdom, any notification may be sent by post (including by airmail or other international or local mail service)
- Changes to the products we offer: Our range of products has increased over time and we’ve added terms and conditions applicable to these. In turn, some products have been decommissioned.
- Dispute Management System: We have inserted a new definition of “Dispute Management System” which refers to the online system for chargeback management. We have also inserted a new clause 6.9 which describes the conditions you have to comply with in order to use this system such as providing the required information and ensuring that all such information is complete and accurate.
- Merchant Data Account: “My Business Dashboard” has been renamed “Worldpay Dashboard”. We have also expanded the definition of “Merchant Data Account” so that it also includes Pazien, which is a new transaction viewing and analytics tool provided by Worldpay. We have introduced a link to additional terms applicable to Pazien Pro in clause 2.11.
- Account Updater: We have updated our Account Updater terms to better reflect the product that is being offered.
- MasterPass: We removed the Masterpass terms from Schedule 3 as this product is no longer being supported by Worldpay.
- Decommissioning: In the fast moving payments industry and as products and services continue to evolve, we may from time to time decide to decommission certain products and/or services that are no longer viable. We have inserted clause 22.4 relating to our right to decommission certain products or services upon prior notice to customers who are using the applicable products and services.
- Representations in the Application Form: The effect of clause 27.1 is to provide that these terms and conditions contain all relevant representations by the parties and neither party is relying on any statements the other may have made prior to or outside of the terms and conditions. We have updated this clause to clarify that we are however entering into these terms in reliance on your representations in the Application Form and therefore we are allowed to rely on any statements you made there.
1 Money service business, money remittance, marketplace operation, CFD/FX trading (including binary options), cryptocurrency exchange, gambling
2 The EU General Data Protection Regulation (GDPR) imposes various data protection obligations and responsibilities and the extent to which they apply to an organisation will depend on whether it is a data controller or a data processor. A data controller determines the purposes and means of processing personal data (i.e. information that relates to an identified or identifiable individual). Whether a party is a data controller or data processor is a matter of fact and is determined by the amount of discretion a party has over the personal data it processes.