Nedbank Merchant Agreement

MERCHANT AGREEMENT
E-COMMERCE
between
NEDBANK LIMITED
(Reg No 1951/000009/06)
of
135 Rivonia Road, Sandown, Sandton
(Nedbank)
and
(Name of sole proprietor, close corporation, company, etc)
(Trading as ie name on website)
(Registration/ID number where applicable)
(VAT number of sole proprietor where applicable)
of
(Physical address)
(the merchant)
(Collectively the parties)
Nedbank Limited Reg No 1951/000009/06, VAT Reg No 4320116074, 135 Rivonia Road, Sandown, Sandton, 2196, South Africa.
We subscribe to the Code of Banking Practice of The Banking Association South Africa and, for unresolved disputes, support resolution through the Ombudsman for Banking
Services. We are an authorised financial services provider. We are a registered credit provider in terms of the National Credit Act (NCR Reg No NCRCP16).
Page 1 of 10
MerchantAgreementE-com4_61ENED.dot 24Mar2011| SD2
IT IS RECORDED THAT:
The merchant wishes to market and sell its goods and/or services online via the internet by accepting cardholders cards as
the method of payment;
AND the merchant is desirous to appoint Nedbank to act as its acquiring bank in order to effect settlement of the purchase of
such goods and/or services over the internet, subject to the terms and the conditions set out below.
Therefore the parties th agree as follows:
BUSINESS OF MERCHANT
The business of the merchant is that of:
(Full description of the nature of online internet business)

3
DEFINITIONS
3.1 In this agreement, unless it is clearly inconsistent with the context or otherwise indicated in the wording:
3.2 acquirer means a financial institution that establishes a contractual service relationship with a merchant for the purpose
of accepting cards;
3.3 agreement means this agreement and all annexures and addendums attached hereto;
3.4 authentication means the process of verifying that a person making an e-commerce purchase is entitled to use the
tendered payment card;
3.5 authorisation means approval of a transaction by or on behalf of an issuer according to defined operational regulations;
3.6 card means MasterCard debit and credit cards, Visa debit and credit cards and fleet cards;
3.7 cardholder means the person to whom a card has been issued by a recognised financial institution that is affiliated to
one of the card associations;
3.8 card issuer means a bank that is affiliated to one of the card associations that issues cards thereby entering into a
contractual relationship with the cardholder for the issuance of one or more cards;
3.9 chargeback means a procedure where an issuer charges a card transaction back to the acquiring bank and
subsequently its merchant in accordance with card association rules;
3.10 floor limit means the total amount that the merchant may allow a cardholder to spend with his/her card on any one
occasion without obtaining prior authorisation from the card issuer;
3.11 fraudulent transaction means any transaction that would constitute fraud in terms of common law (irrespective of
whether Nedbank has issued an authorisation code number in good faith to the merchant). This includes any card
purchase and/or transaction made by someone other than the authorised cardholder, and the use of a card or card
account number that has not been issued by a bona fide card issuer to conclude this purchase;
3.12 internet means the collection of local area networks, wide-area networks and third-party networks that all use the same
protocol (namely TCP/IP) to form a seamless, packet-switched network, colloquially referred to as the internet, and
accessible by any person or business through an internet service provider;
3.13 merchant means an entity that contracts with an acquirer to facilitate transactions that accepts cards as payment;
3.14 merchant discount (MSC) means a portion of the total value of the card transactions carried out by the merchant and
payable to Nedbank at a rate that can be amended by Nedbank from time to time;
3.15 message means an electronic communication from the merchants server to the payment gateway or vice versa, in a
format currently prescribed by Nedbank;
3.16 nominated bank account means the bank account nominated by the merchant from time to time in accordance with
clause 17 and which is used by Nedbank to credit amounts due to the merchant and debit any costs, chargebacks and/or
amounts for which the merchant is liable in terms of this agreement;
3.17 payment gateway means software used by Nedbank to forward and receive messages and to adapt messages received
from the merchants server in order to process transactions; and
3.18 transaction means the purchase of goods and/or services from the merchant by the cardholder via the internet.
INTERPRETATION
4.1 Clause headings are for ease and convenience only and must not be used for the purpose of interpreting this agreement.
4.2 Words and expressions will bear the meanings assigned to them and related expressions will bear corresponding
meanings.
4.3 Any reference to the singular includes the plural and vice versa, any references to natural persons include legal persons
and vice versa and references to any gender include the other gender.
4.4 The validity and interpretation of this agreement will be governed by the laws of the Republic of South Africa.
RIGHTS AND OBLIGATIONS OF THE MERCHANT

5.1 The merchant undertakes to incorporate in its website all the details that customers will need to make an informed buying
decision, including:
5.1.1 a comprehensive description of the goods on offer;
5.1.2 comprehensive details of return and refund policies;
5.1.3 customer service contact details, including email address and telephone number;
5.1.4 the total price of the goods or services on offer, including any relevant taxes and delivery charges (all prices quoted
must be in South African rands);
5.1.5 a disclosure to the cardholder that the merchant, not the supplier of the goods or service, is the merchant of record
and responsible for fulfilment of the transaction; and
5.1.6 the merchants full name and online address.
Page 2 of 10
5.2
The merchant must make provision to record:

5.2.1 the cardholders name;
5.2.2 the expiry date of the card; and
5.2.3 the authorisation code as supplied by the acquiring bank.
5.3 The merchant undertakes to accept and honour all valid cards, without discrimination, when properly presented and
validated in payment of goods and/or services.
5.4 The merchant must check the expiry date of every card presented; if the card is not yet valid or has expired, the
transaction may not go ahead without authorisation.
5.5 The merchant must prominently and unequivocally identify itself as the merchant of record at all points of cardholder
interaction (including on its internet site, promotions and invoices).
5.6 The merchant must notify the cardholder that the merchant is responsible for:
5.6.1 payment transactions;
5.6.2 products and services;
5.6.3 direct customer service;
5.6.4 the resolution of disputes; and
5.6.5 all terms and conditions of sale.
5.7 The merchant must have policies and procedures in place to keep card numbers secure and confidential and are allowed
to retain cardholders card details.
5.8 A message received from the merchant server will be deemed to be a message from the merchant.
5.9 The merchant must ensure that it has checks and balances in place for all transactions.
5.10 All chargebacks arising from a disputed virtual transaction may be debited to the merchants account.
5.11 The merchant must comply with all legislation regulating its business, product and services including the Consumer
Protection Act, 68 of 2008, and the Electronic Communications and Transactions Act, 25 of 2002.
6
RIGHTS AND OBLIGATIONS OF NEDBANK

6.1 Nedbank will pay to the merchant the value of all goods and/or services supplied less the agreed MSC payable by the
merchant after a transaction has been electronically posted. However, in the event of excessive chargebacks,
bankruptcy, fraud, suspected fraud or invalid transactions or unfulfilled transactions, Nedbank may retain funds.
6.2 Nedbank is authorised to debit any other account of the merchant held at Nedbank or any other financial institution with
items listed in clauses 11, 14, 15 and 17 in the event that debits to the nominated bank account are unsuccessful.
6.3 Nedbank will have the right, at any time and at its sole discretion and without having to provide reasons, to increase,
decrease or cancel a merchants floor limit by giving the merchant notice in writing of such an amendment.
6.4 Nedbank will have the right to practice setoff with respect to any amount that is to be paid by Nedbank under this
agreement against any such amount that the merchant is obliged to pay Nedbank, whether under this agreement or
otherwise, but excluding the right of setoff against amounts owing by the merchant to Nedbank arising from any possible
commercial banking relationship that may from time to time exist between the parties.
CARDHOLDER DISPUTES
7.1 It is recorded that the cardholder may dispute any transaction for a period of 180 (one hundred and eighty) days following
the transaction through a procedure initiated by the cardholders issuer.
7.2 Nedbank reserves the right to charge back the amount of such dispute directly to the merchants account on receipt of
the dispute.
7.3 The merchant will be liable for such amounts and will take up the resolution of disputes directly with the cardholder.
Nedbank will not intervene on behalf of any of the parties and will not become involved in a dispute between a cardholder
and a merchant.
FLOOR LIMITS
8.1 A zero floor limit applies to all transactions.
8.2 The floor limit for Iveri Batch-processed transactions will be stipulated as per annexure B.
AUTHORISATIONS
9.1 The merchant must obtain authorisation from Nedbank for a transaction by means of a message.
9.2 The merchant must provide the authorisation code number when presenting a transaction for payment.
9.3 Nedbank is entitled to refuse to authorise a transaction without giving any reasons.
9.4 An authorisation granted by Nedbank merely indicates that the cardholder concerned has sufficient funds in his/her card
account and is able to pay for the purchase at the time when the transaction is authorised. This authorisation does not
warrant:
9.4.1 that the card is valid or genuine;
9.4.2 that the person presenting the card is genuine;
9.4.3 that Nedbank will eventually pay the value of the authorised transaction; or
9.4.4 that payment by Nedbank of the value of the authorised transaction will not be charged back to the merchant.
10
MERCHANTS OBLIGATIONS IN RESPECT OF TRANSACTION DATA

10.1 The merchant must keep all information relating to a transaction on its database for at least 3 (three) years from the
transaction date.
10.2 The merchant must retain proof of supply/delivery of the goods/services for at least 3 (three) years from the transaction
date.
10.3 The merchant will be liable for the value of the sale should the cardholder subsequently repudiate or dispute any
transaction.
10.4 For transactions processed through the payment gateway, the merchant must, within 5 (five) days of the deposit date,
query any non-reflected credits.
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Page 4 of 10
11
PRESENTATION FOR PAYMENT

11.1 A transaction requiring payment must be presented by means of a message to the payment gateway. The message must
include a record of all authorised transactions relating to goods that have been dispatched. The frequency of the data
interchange will be at the sole discretion of Nedbank. However, the merchant must ensure that all transactions are
presented for payment within 3 (three) banking days of the transaction date.
11.2 The merchant undertakes to notify Nedbank immediately if there are any errors in the data interchange arising from a
defective communication link. Nedbanks liability will then be limited to correcting the faulty data interchange in the
system.
11.3 Nedbank will credit the merchants nominated bank account with the total net amount of all transactions presented for
payment, subject to clause 17 below.
11.4 The fact that Nedbank may have credited the merchants nominated bank account does not deprive Nedbank of its right
to effect chargebacks or cancel payment of transactions by debiting the merchants nominated bank account with the
amount of the invalid transaction.
11.5 The merchant acknowledges that a transaction may not be presented for payment unless the relevant goods and/or
services have been supplied.
12
WARRANTIES
By presenting transactions to Nedbank for payment, the merchant warrants that:
12.1 all statements of fact contained in them are true;
12.2 the goods and/or services concerned were supplied at the merchants normal cash price and that the price includes no
additional charges or element of credit;
12.3 the transaction between the merchant and the cardholder is legal and conforms to the laws of the Republic of South
Africa;
12.4 the goods and/or services supplied in terms of the transactions do not transgress the laws of the Republic of South
Africa;
12.5 there has been full compliance with the terms of this agreement;
12.6 it indemnifies Nedbank against any claim or liability that may arise from a merchant-cardholder dispute in respect of
goods and/or services supplied. The onus is on the merchant to provide satisfactory evidence to Nedbank that the debit
of the cardholders account was authorised by the cardholder;
12.7 the goods and/or services referred to in the transactions were in fact supplied by the merchant to the cardholder at the
agreed location and within the agreed period of time;
12.8 if the merchant is:
12.8.1 a legal persona or trust, that the merchant will be incorporated in terms of the relevant laws of the Republic of
South Africa and be registered in accordance with South African law; or
12.8.2 a natural person, that the merchant is a South African citizen and domiciled in the Republic of South Africa; or
12.8.3 a partnership, that the majority of the partners are South African citizens and domiciled in the Republic of South
Africa and that the main business of the partnership is conducted in the Republic of South Africa.
13
INDEMNITY
The merchant hereby indemnifies Nedbank against and waives its rights in respect of any demand, claim
or action relating to, or in connection with this agreement, whether arising directly or indirectly, unless
such demand, claim or action arose as a direct consequence of the gross negligence or wilful misconduct
of Nedbank or any of its employees. Any demand, claim or action arising against Nedbank as a
consequence of the circumstances referred to in this clause will be limited to direct damages only, and
special or consequential damages are specifically excluded.
Initial here:
14
INVALID TRANSACTIONS
14.1 A transaction will be invalid if:
14.1.1 the commencement date indicated on the card has not yet been reached;
14.1.2 the card has expired;
14.1.3 the transaction does not comply with any warranty contained in clause 12 above;
14.1.4 the merchant does not present the transaction or supply the goods/services within the agreed period; or
14.1.5 at the time of the transaction any provision of this agreement has been violated.
14.2 Nedbank may at its sole discretion elect to treat any of the abovementioned transactions as valid, but without prejudice to
the right of Nedbank to treat any subsequent, similar transaction as invalid.
14.3 In the event of an invalid transaction as set out above Nedbank will be entitled to charge back this transaction as
described in clause 15.1.
15
REFUNDS
15.1 If the merchant is of the reasonable opinion that the cardholder is entitled to a refund or refund is requested by a
cardholder, the merchant must:
15.1.1 process the refund transaction through the applicable e-commerce facility;
15.1.2 confirm the relevant refund details with the cardholder;
15.1.3 not give a cash refund to the cardholder;
15.1.4 determine the amount of the refund as at the date when the merchant processed it, taking into account the
prevailing exchange rate (where applicable), less any service fees and other charges that Nedbank may levy at
the time.
Page 5 of 10
16
PROVISIONS RELATING SPECIFICALLY TO SOFTWARE AND INFRASTRUCTURE

16.1 The merchant may carry out transactions only if it has an infrastructure approved by Nedbank and is in possession of a
valid merchant certificate (or if such a certificate was provided as part of the payment gateway).
16.2 The merchant must comply with all applicable laws regarding import and export transactions performed over the internet.
16.3 Nedbank will not be party to any dispute between the merchant and an e-commerce service provider appointed by the
merchant to establish its internet infrastructure. Nedbank will also not be liable for any damage suffered by the merchant
resulting from any failure or malfunction of this infrastructure.
16.4 The merchant will be responsible for paying any charges or additional charges levied by Telkom or other
government/non-government body authorised to control any connections that the infrastructure needs to function
properly.
16.5 Nedbank will not be liable for damage caused by a network breakdown, system failure or equipment malfunction, or by
the destruction of or damage to facilities caused by power failures or similar occurrences. It will also not be liable for loss
or damage caused by events beyond Nedbanks control and/or the fact that the merchant or cardholder is unable to gain
access to the merchants infrastructure or to use it.
16.6 The merchant must, within a period agreed to by both parties, implement any hardware/software prescribed by Nedbank
to manage/reduce fraud. If the merchant fails to do so, Nedbank will have the right to cancel this agreement with
immediate effect.
16.7 The merchant agrees to implement security standards in the manner prescribed by Nedbank.
17
DEBITING THE MERCHANTS ACCOUNT

17.1 Nedbank is entitled to debit against the merchants nominated bank account at whatever bank this account is held:
17.1.1 any refund due to the cardholder in accordance with the refund procedure set out in clause 15;
17.1.2 the value of reversals of invalid transactions;
17.1.3 rentals for software and/or devices;
17.1.4 any refund due to a cardholder and not attended to by the merchant;
17.1.5 the value of disputed transactions brought to the attention of Nedbank by cardholders;
17.1.6 interest at Nedbanks prime overdraft rate payable by the merchant to Nedbank on any sum due;
17.1.7 the value of transactions performed by a cancelled or otherwise invalid card; and
17.1.8 fees charged by Visa and MasterCard for excessive chargebacks or other disputes relating to the merchant.
17.2 The merchant must pay an administration fee for each payment that is due to Nedbank and is returned unpaid by the
merchants bank.
17.3 The merchant authorises Nedbank, for the duration of this agreement, to debit its nominated bank account, with account
number
held at the
branch of
17.4 The merchant undertakes to notify Nedbank immediately in writing or by electronic mail of any changes in its nominated
bank account details. Such advice must reach Nedbank at least 10 (ten) business days before such change will come
into effect. The merchant waives any right to claim damages from Nedbank if such damages result from non-compliance
with this clause.
17.5 The amounts referred to in 17.1 will be subject to exchange rate variations, where applicable.
17.6 VAT will be payable on all fees referred to in this agreement, where applicable.
17.7 Nedbank reserves the right to terminate this agreement immediately if any debit referred to in this agreement is returned
unpaid by the merchants bank for whatever reason.
17.8 Nedbank reserves the right to vary any other fees provided for in the agreement by giving the merchant written
notification thereof, which notification includes but is not limited to a letter, a statement message or a statement insert.
17.9 The merchant hereby agree and acknowledge that Nedbank will be entitled to debit the merchants nominated bank
account with all the amounts specified in this agreement for a period of not more than a 180 (one hundred and eighty)
days from the date of cancellation of the merchant facility.
18
FRAUDULENT TRANSACTIONS
18.1 The merchant may not present records of transactions that it knows or should have known were fraudulent or
unauthorised by the cardholder. The merchant agrees to take responsibility for the action of its employees at all times.
18.2 Nedbank is entitled to debit the merchants bank account at any time with the value of all fraudulent transactions posted
by the merchant.
18.3 Nedbank reserves the right to terminate this agreement immediately if the merchant or its employees perpetrate fraud, or
if the level of fraudulent transactions exceeds the levels defined by Visa International Service Association and
MasterCard International Incorporated.
19
DISCLOSURE OF INFORMATION
19.1 The merchant must advise Nedbank of any material change in the nature of its business and/or ownership as indicated
on the application form.
19.2 The merchant must disclose to Nedbank information about any previous merchant agreements concluded with other
financial institutions (including but not limited to any restrictive conditions) and the reasons for cancelling those
agreements, and the merchant authorises Nedbank to investigate these.
19.3 Except where required by law, the merchant may not disclose, sell, store, purchase, provide or exchange a cardholders
card details, name or account number to third parties in the form of mailing lists, tapes or other media, if these details
have been obtained by means of a card transaction. The merchant must keep securely all systems and media containing
account, cardholder or transaction information (physical or electronic), including account numbers, to prevent access by
or disclosure to anyone other than the merchants authorised employees or Nedbank. The merchant must destroy all
material that is no longer needed in such a way that the data is illegible.
19.4 Nedbank will disclose information concerning the merchant to card associations and other financial institutions for use in
any fraud prevention schemes they may set up.
Page 6 of 10
20
INSPECTIONS
20.1 Nedbank has the right to conduct physical inspections and investigations at the merchants premises when handling
claims of cardholders and investigating suspected fraud. The merchant acknowledges that Visa International Service
Association and MasterCard International Incorporated have the right to conduct an audit of the merchant at any time.
20.2 Nedbank has the right to do an inspection to ascertain whether the server is housed in a secure environment as required
by Nedbank.
21
ACCOUNT QUERIES
If the merchant wishes to query the accuracy or any other aspect of an entry on its account, this must be done within 30 (thirty)
days of the date on which the entry appeared on the merchants bank statement, failing which the merchant will forfeit any
claim against Nedbank in respect of this entry.
22
DISPLAY OF SYMBOLS
22.1 The merchant must display all marks and symbols provided by Nedbank in relation to the card in such a way that the
public can clearly see that the merchant is willing to honour the card in payment of goods and/or services. These marks
and symbols must be equivalent for any card.
22.2 The merchants right to use or display such marks and symbols will continue only as long as this agreement remains in
force, or until Nedbank notifies the merchant that they should no longer be used or displayed.
22.3 The merchant may in no way state or create the impression that Nedbank, Visa International Service Association,
MasterCard International Incorporated or any other card issuer endorses or guarantees any of its goods and/or services.
22.4 In promoting its products or services the merchant may not refer to Nedbank, Visa International Service Association,
MasterCard International Incorporated or any other card issuer.
23
BREACH
Should either party commit a breach of any material provision of this agreement and fail to remedy such breach within 14
(fourteen) days after it has received from the other party written notice requiring it to do so, the aggrieved party will be entitled,
without prejudice to its other rights in law, to cancel this agreement with immediate effect. Alternatively, it may insist that the
defaulting party carry out all its obligations, irrespective of whether they would otherwise have been due for performance. In
either event the aggrieved partys right to claim damages will not be prejudiced.
24
RESOLUTION OF DISPUTES
24.1 Subject to clause 23 any dispute that may arise between the parties in respect of this agreement or its interpretation
must be resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or
arbitrators appointed by the foundation.
24.2 Either party to this agreement may demand that a dispute be referred to arbitration by giving written notice to that effect
to the other party. This clause will not preclude either party from obtaining urgent interim relief from a competent court
pending the arbitrators decision.
24.3 The arbitration will be held in English, at Sandton, and without delay, with a view to completion within 21 (twenty-one)
days after it is requested.
24.4 The parties irrevocably agree that the decision in arbitration proceedings:
will be final and binding on the parties;
will be carried into effect; and
may be made an order of any court of competent jurisdiction.
25
DURATION
This agreement will be effective from the date on which it is signed and will remain in force for an indefinite period until
terminated by either party, who will give the other party 30 (thirty) days written notice subject to 16.6, 17.7 and 23 above.
26
SUSPENSION
Nedbank will have the right, irrespective of anything to the contrary contained elsewhere in this agreement, on good cause to
suspend this agreement at any time with immediate effect and without notice to the merchant, provided that transactions for
which payment instructions have already been authorised in terms of clause 9, prior to such suspension, will be duly
processed.
27
GENERAL
27.1 Unless otherwise stated in this agreement, no alterations of the agreement and no waiver by Nedbank will be valid
unless set out in writing. Any alterations of the agreement by the merchant must be set out in writing and signed by the
parties.
27.2 Any relaxation, indulgence or extension of time granted by Nedbank to the merchant will not mean that Nedbank has
nullified or waived any of its rights against the merchant.
27.3 Neither party may cede or assign any of its rights or obligations under this agreement.
27.4 In respect of any account that the merchant holds with Nedbank or any other financial institution, Nedbank may elect to
set off any amount due and payable by Nedbank to the merchant against any amount due and payable by the merchant
to Nedbank. The merchant must immediately pay any net amount that it owes to Nedbank after setoff.
27.5 Nedbank may elect to consolidate all accounts held by the merchant with Nedbank. A partial consolidation will not
preclude Nedbank from exercising its rights in respect of any accounts or amounts not included in this consolidation.
27.6 The terms of this agreement will be deemed to be, in respect of each part, entire, separate, severable and separately
enforceable in the widest sense from the rest of the agreement.
27.7 Should any provision of this agreement be found by any competent court to be defective or unenforceable for any reason
whatsoever, the remaining provisions of this agreement will continue to be of full force and effect.
Page 7 of 10
28
DOMICILIA AND NOTICES

28.1 The parties choose as their respective domicilia citandi et executandi (domicilium) for all purposes the addresses
furnished on the cover page of this agreement.
28.2 Either party may change its domicilium to any other physical address within the Republic of South Africa by means of a
written notice to the other.
28.3 Any notice given by either party to the other (the addressee) that:
28.3.1 is delivered by hand during normal business hours at the addressees domicilium, will be presumed to have been
received by the addressee at the time of delivery;
28.3.2 is posted by prepaid registered post to the addressees domicilium, will be presumed to have been received by
the addressee on the 7th (seventh) day after the date of posting;
28.3.3 is faxed to the addressees fax number, will be presumed to have been received by the addressee on the date of
transmission.
28.4 A notice may not be sent by electronic mail, except as specifically provided for in this agreement in clause 17.4.
28.5 Any such notice referred to in clauses 28.2 and 28.3 must reach Nedbank at least 10 (ten) business days before coming
into effect. The merchant waives any right to claim damages from Nedbank if such damages result from non-compliance
with this clause.
[07Oct2010 | SD2]
Signed at
on
(place)
(day)
(month)
(year)
Witnesses
(Signature)
1
2
For and on behalf of the merchant, duly authorised
Signed at
on
(place)
(day)
(month)
(year)
Witnesses
(Signature)
1
2
For and on behalf of Nedbank Limited, duly authorised
ANNEXURE A
MERCHANT COMMISSION/TRANSACTION FEE/ADMINISTRATION FEE/OTHER FEES
1.
The merchant commission payable by the merchant to Nedbank for credit card transactions will be an amount equal to
3.75
% of the aggregate daily transfers to the nominated bank account.
2.
The merchant commission fee payable by the merchant to Nedbank for debit card transactions will be an amount equal to
3.75
% of the aggregate daily transfers to the nominated bank account.
3.
The merchant transaction fees payable by the merchant to Nedbank will be an amount equal to
2.70
rand per transaction processed.
4.
An initial administration charge of R
will be payable by the merchant.
5.
3-D Secure monthly hosting fee of R
will be payable per month.
6.
The 3-D Secure authentication transaction fees payable by the merchant will be equal to R
per transaction.
7.
Nedbank will determine, at its sole discretion, the percentage of the merchant commission and the merchant commission
fee. These may be revised from time to time and the merchant notified accordingly and, unless the merchant terminates
this agreement by giving Nedbank written notice to that effect, the merchant will be deemed to have accepted such
determination.
8.
Nedbank reserves the right to levy other fees at any time, but will always notify the merchant accordingly one month before
they become applicable, and, unless the merchant terminates this agreement by giving Nedbank written notice to that
effect, the merchant will be deemed to have accepted such additional fees.
Page 8 of 10
ANNEXURE B
FLOOR LIMITS
The merchants floor limit for all card transactions is zero.
The merchants floor limit in respect of Iveri Batch processed transactions is:
R0
(zero)
Page 9 of 10
STANDARD DECLARATION
RETAIL AND BUSINESS BANKING
NATURAL PERSONS AND NON-NATURAL PERSONS
LEGAL AND GENERAL INFORMATION
While Nedbank Group Limited and all its subsidiaries and associates and its cessionaries, delegatees or successors in title (collectively 'Nedbank')
are constantly striving to provide a service that is intended to make your banking as easy and convenient as possible, all South African banks are
legally obliged to verify, including identity verification with statutory bodies, and retain information received from you.
Apart from the information you will provide in your application, Nedbank may therefore require additional documentation and information from you.
Where the words 'I', 'me', 'my', 'you' and 'your' are used, these also refer to entities other than natural persons in the event that such entities are
represented in this document.
PRIVACY CONSENT
I provide my express consent to Nedbank to process my personal information as defined in legislation, including fingerprints, biometric personal
identification details, photographs and identity verification in terms of the Financial Intelligence Centre Act of 2001, for purposes of providing financial
services and preventing fraud and money laundering, and to send my personal information to third parties in order to provide a service to me, and
also to send such information to foreign countries, when necessary, by electronic or other means for processing. I understand that such countries
may not have specific data privacy laws.
FURTHER PROCESSING
1
Nedbank may search, update or place my records at credit reference bureaus and government agencies in order to verify my identity, assess
my ability to obtain credit or to provide collateral of any kind, including guarantees or suretyships, and may, on request from another credit
provider with whom I have applied for credit, provide my personal information, including my credit reference data, to such credit provider and
also make any enquiries that it deems necessary to confirm the details on this form for marketing purposes and to assess my creditworthiness.
2
Nedbank may use my personal information for debt enforcement, including but not limited to recovery, collection, repayment, surrender,
enforcement and cession of debts.
3
I confirm that I have fully disclosed my debt repayment history.
COMMUNICATION AND MARKETING
1
I would like Nedbank to inform me of new Nedbank products and special offers.
2
I would like Nedbank to present exclusive offers from other organisations to me.
3
Nedbank may request reputable research organisations to contact me.
4
My preferred method of communication is as follows:
Email
5
SMS
Direct mail
Nedbank may use a method of communication other than that preferred by me as well as my personal information to
market its products to me, including electronic marketing and telesales, until I give an instruction to the contrary.
Yes
Yes
Yes
Telephone
No
No
No
All
Yes
No
CONFIRMATION
1
Nedbank has explained this application form, the product and costs, where applicable, to me and I confirm that I fully understand the contents
thereof and that I am completing it of my own free will.
2
I warrant that I have fully and truthfully answered all questions and responded to requests for information as part of the assessment process,
and that I am not aware of any other information that may affect this application negatively.
3
Nedbank may undertake identity and fraud prevention checks and share information relating to this application with South African Fraud
Prevention Services.
4
All consents provided in this document will survive any contractual relationship that I have with Nedbank, unless I provide written notice to
Nedbank that I have cancelled such consents.
FOR NATURAL PERSONS, PLEASE SIGN BELOW
Signatures
Signed at
on
(place)
(day)
Applicant
/
(month)
(year)
Spouse (if married in community of property)

who attests to the above
Legal guardian
(if unemancipated minor)
Surety, guarantor or coapplicant

Signature of administrator
(if under administration)
FOR NON-NATURAL PERSONS, PLEASE COMPLETE THE RESOLUTION BELOW
RESOLUTION (NON NATURAL PERSONS ONLY)
Extract from the minutes of a meeting of the directors/members/trustees/partners, etc of
held at
('the business')
on
RESOLVED THAT
(full names) in his/her capacity as
(designation)
(full names) in his/her capacity as
(designation)
and/or
be authorised to complete and sign this document, as well as any other subsequent documentation submitted to Nedbank, on behalf of the business.
Full names
Identity number
If not a South African citizen or resident:
Nationality
Passport no
Residential address
Suburb
Tel no
City
Cell
Fax no
Signature
Postcode
Email
Date
Capacity (eg Chairman/Company Secretary/Director/Member/Trustee/Partner)

Page 10 of 10
CONSENT FORM
I/We, the undersigned

(Full Name & surname)
in his/her capacity as
of
(insert merchants details i.e CC, Company or Sole Prop)
(office/designation)
duly authorised by a resolution of the directors/members hereby consent to Nedbank Limited:

1.
Obtaining the relevant Credit Bureau Record/Information (ITC) regarding the above business from the relevant Credit Bureau
2.
Obtaining a bank code from the relevant bank where the merchants business account is held, and
3.
Obtaining a Match Enquiry (Fraud Report) through the relevant Card Associations.
Nedbank undertakes to use and report or release the information so obtained only in accordance with consumer protection
legislation relating to the use of information from time to time
Signed at
on
(place)
/
(day)
/
(month)
(year)
in the presence of the undersigned witness

Witness 1
Witness 2
(Merchants duly authorised signature)
Nedbank Limited Reg No 1951/000009/06

We subscribe to the Code of Banking Practice of The Banking Association South Africa and, for unresolved disputes, support resolution through the Ombudsman for Banking Services.
We are an authorised financial services provider. We are a registered credit provider in terms of the National Credit Act (NCR Reg No NCRCP16).
Page 1 of 1
ConsentForm 29 10 07 NED.dot 05Nov07
SOFTWARE LICENSING AGREEMENT

between
NEDBANK BANK LIMITED

(Registration No 1951/000009/06)
of
135 Rivonia Road
Sandown
Sandton
(Nedbank)
and
.
(Name of sole proprietor, close corporation, company, etc)
...
(Trading as, i.e. name on website)
...
(Registration number / ID number, where applicable)
...
(VAT number of sole proprietor, where applicable)
of
..
..
..
(Physical address)
(the merchant)
(collectively hereinafter referred to as the parties)
2
Table of Contents
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
INTERPRETATION ......................................................................................................................... 3
RECITALS ........................................................................................................................................ 4
DURATION....................................................................................................................................... 4
LICENCE .......................................................................................................................................... 4
DELIVERY ....................................................................................................................................... 4
SUPPORT SERVICES....................................................................................................................... 5
NEDBANKS OBLIGATIONS........................................................................................................... 5
VIRUS PROTECTION CLAUSE....................................................................................................... 5
BACK-UP.......................................................................................................................................... 5
PRICES AND PAYMENTS ........................................................................................................... 5
PRODUCT MODIFICATION ....................................................................................................... 6
LIABILITY ................................................................................................................................... 6
INTELLECTUAL PROPERTY RIGHTS ...................................................................................... 6
CONFIDENTIALITY .................................................................................................................... 6
FORCE MAJEURE ....................................................................................................................... 7
DISPUTE RESOLUTION .............................................................................................................. 7
ARBITRATION ............................................................................................................................ 7
BREACH ....................................................................................................................................... 8
OBLIGATIONS OF THE PARTIES UPON TERMINATION........................................................ 8
NOTICES AND DOMICILIUM..................................................................................................... 8
ASSIGNMENT .............................................................................................................................. 9
SEVERABILITY ........................................................................................................................... 9
WAIVER ....................................................................................................................................... 9
ADVERTISING ............................................................................................................................. 9
APPLICABLE LAW...................................................................................................................... 9
JURISDICTION ............................................................................................................................ 9
WHOLE AGREEMENT ................................................................................................................ 9
COSTS .......................................................................................................................................... 9
NOMINATED BANK ACCOUNT ................................................................................................. 9
AUTHORITY TO DEBIT THE NOMINATED BANK ACCOUNT ................................................ 9
3
WHEREBY THE PARTIES AGREE AS FOLLOWS:
1
INTERPRETATION
In this agreement:-
1.1
clause headings are for convenience and are not to be used in its interpretation;
1.2
unless the context indicates a contrary intention, an expression which denotes:-
1.2.1
any gender includes the other genders;
1.2.1.1
a natural person includes a juristic person and vice versa;
1.2.1.2
the singular includes the plural and vice versa;
1.3
1.3.1
the following expressions bear the meanings assigned to them below and cognate expressions bear
corresponding meanings:"the parties" means the parties to this agreement, being:
1.3.1.1
"Nedbank" being Nedbank Limited, Registration Number 1951/000009/06, together with its
successors-in-title and all subsidiaries (as defined in the Companies Act 61 of 1973) and assigns of 135
Rivonia Road, Sandown, 2196, and PO Box 1144, Johannesburg, 2000, telefax (011) .,
which address it hereby selects as domicilia citandi et executandi for the purposes of clause 20 below;
1.3.1.2
"the Merchant" means , Registration Number ../../.. ,

of ., and P O Box ., , telefax (011)
.. which address it hereby selects as domicilia citandi et executandi for the purposes of
clause 20 below;
1.3.2
"Bank" means a bank as defined in section 1(1) of the Banks Act No 94 of 1990 (as amended from
time to time)
1.3.2.1
with whom a Customer holds an account ; and
1.3.2.2
which is capable of processing a Transaction;
1.3.3
"Customer" means any person or entity from whom the Merchant wishes to obtain payment, whether
for the benefit of the Merchant or any other person;
1.3.4
Designated System means the designated computer hardware situated at the Site on which the
Software will be loaded;
1.3.5
"Designated Transaction Points" means the number of Transaction Points for which the Merchant is
paying a licence fee;
1.3.6
Documentation means the Software installation and operating instructions, including the Software
User and Support Manuals, together with such associated technical literature as has been agreed by the
parties to be Documentation for the purpose of this agreement;
1.3.7
1.3.8
1.3.9
effective date means the date of signature of this agreement by the party last signing;
activation means the implementation of the Software on the Designated System by Nedbank to
enable the Merchant to operate the Software, and activate shall have a corresponding meaning;
Site/s means all designated transaction points;
1.3.10
Software means the iVeri System, which is a payment authorisation system which facilitates
electronic payments, including (without limitation) credit card payments, via the world wide web or any
other electronic network;
1.3.11
Support Services means the Software support services provided by Nedbank which the Merchant
shall have access to for the duration of this agreement;
1.3.12
"Transaction" means any transaction effected using the Software, whether directly or indirectly, in
order to obtain payment from a Customer or any other person;
1.3.13
"Transaction Point" means any device, mechanism or medium whatsoever which the Merchant uses
to effect a Transaction, whether directly or indirectly, and includes but is not limited to
1.3.13.1
any device, mechanism or medium on which the Software is installed or through which access
may be gained to Software;
1.3.13.2
any internet and world wide web website;
1.3.13.3
any computer or programme on or through which Software may be accessed;
4
1.3.13.4
any device capable of interpreting information contained on any medium issued by a Bank to a
Customer for the purposes of effecting payments;
1.3.13.5
any device whatsoever used to communicate information pertaining to a Customer, a Bank, the
Merchant or any transaction or a proposed transaction between a Customer and the Merchant to any
other person so as to enable such person to effect a Transaction;
1.3.14
"Additional Transaction Points" means any Transaction Points over and above or other than the
Designated Transaction Points;
1.4
Words and expressions defined in any clause shall, for the purposes of that clause, bear the meaning
assigned to such words and expressions in such clause;
1.5
the annexes to the agreement and the schedules to the annexes, form part of this agreement and shall be
construed and have the same meaning as if expressly set out in the body of the agreement;
1.6
in this agreement and the annexes the word agreement refers to this agreement and the words clause
or clauses and annexe or annexes refer to clauses of and annexes to this agreement;
1.7
this agreement includes the annexes.
RECITALS
2.1
Nedbank has the right to distribute the Software and the Merchant wishes to use the Software under
licence from Nedbank.
2.2
The Software enables the processing of Transactions through Banks.
DURATION
Subject to the provisions of clause 18, this agreement shall commence on the effective date and shall
remain in force on a month to month basis, subject to the right of either party to terminate this agreement
at any time by giving the other party not less than 60 (sixty) days prior written notice of such
termination.
LICENCE
4.1
Nedbank hereby grants to Merchant and Merchant hereby accepts a non-exclusive, non-transferable
licence to use the Software for the duration of this agreement, subject to the terms and conditions herein
contained.
4.2
The licence contemplated in clause 4.1 entitles Merchant to receive the Software and to use such
Software only on the Designated System and for the Designated Transaction Points. Should the
Merchant wish to use Additional Transaction Points, Merchant shall inform Nedbank of same and
Merchant shall then be liable to Nedbank for additional licence fees for the Additional Transaction
Points at the prevailing rate as determined by Nedbank from time to time.
4.3
Each copy of the Software in the possession or under the control of the Merchant will be subject to the
provisions of this agreement and, as such, to the same restrictions on use and disclosure as are contained
in this agreement.
4.4
Subject to the Merchant obtaining Nedbank's prior written approval, the Merchant shall be entitled to
allow third parties under contract with the Merchant access to the Software on a Designated System for
the Merchants internal purposes only, provided that such access is in terms of this agreement and that
the Merchant informs such third parties of the licensing stipulations contained herein.
4.5
The Merchant shall under no circumstances be entitled to use the Software to provide any Transaction
facilities to third parties.
4.6
Save as provided in clause 9.1, the Merchant is specifically prohibited from creating any copies of the
Software. The Software consists of proprietary products which are and shall remain the exclusive
property of Nedbank and the Merchant shall have no right, title or interest therein except as expressly set
forth in this agreement.
DELIVERY
5.1
The Merchant shall take delivery of the Software by downloading and installing same from the internet
website at http://www.iveri.co.za.
5.2
Nedbank shall activate the Software on the Merchant's Designated System within 7 (seven) days of
request by the Merchant for the Software. (During such activation process, the Merchant shall be
required to carry out a Transaction on a test-basis and upon receipt of confirmation of the Transaction
being successful, Nedbank shall fully activate the Software).
5.3
5
Should the activation of the Software be delayed by any act or omission on the part of the Merchant or
any circumstances contemplated in clause 15.1, the date for activation of such Software shall be
automatically extended by a period equal to the duration of such delay.
5.4
In the event of the Merchant requiring any on-site installation assistance or training in respect of the
Software, it shall be provided by Nedbank and shall be subject to such additional installation and
training costs at Nedbank's prevailing rates from time to time.
SUPPORT SERVICES
Nedbank shall provide a 24 (twenty-four) hour - 7 (seven) days a week Help Desk-call facility at which
Merchant shall log queries relating to the Software. The Merchant shall provide Nedbank with such
details of the query or fault as is necessary to enable Nedbank to carry out the Support Services.
NEDBANKS OBLIGATIONS
7.1
Nedbank does not, under any circumstances, warrant that:-
7.1.1
the Software is suitable for the purpose for which the Merchant intends to use it;
7.1.2
the Software will meet the requirements of the Merchant;
7.1.3
the length of time for which the version of the Software licensed to the Merchant shall remain
current and operational;
7.1.4
the length of time for which the Software shall remain usable and not be rendered obsolete;
7.1.5
the Software will perform according to any specifications other than those contained in the material
supplied with the Software; and
7.1.6
the Software will operate correctly or be fully functional in the environment in which the Merchant
intends to use it or in conjunction with the programmes with which the Merchant intends to use it.
7.2
To the extent that the Software fails to perform in accordance with the specifications contained in the
Documentation, or that any defects or errors become apparent in the Software, Nedbank's sole obligation
shall be to use reasonable efforts to remedy such non-performance, defects or errors.
7.3
Nedbank does not warrant that a Bank or any Bank through which the Merchant wishes to process a
Transaction(s) will permit the Merchant to effect such Transaction and it shall at all times remain the
sole responsibility of the Merchant to obtain the necessary authorisation from the Bank in question and
to do all such things as are necessary in relation to the Bank to enable the Merchant to process a
Transaction.
VIRUS PROTECTION CLAUSE
8.1
Whilst not warranting that the Software will be error-free, Nedbank warrants that the Software supplied
by Nedbank to the Merchant will be free of any known viruses, time blocks and any other form of
destructive coding and/or device, save that when the Merchant is in material breach of this Agreement,
Nedbank shall be entitled to intentionally disable the Merchant's continued use of the Software.
8.2
This warranty shall not apply if:-
8.2.1
the Software is not used in accordance with Nedbanks instructions; or
8.2.2
any item of the Software has been altered, modified or converted by the Merchant without written
approval of Nedbank.
BACK-UP
9.1
The Merchant is entitled to make and maintain 2 (two) back-up copies of the Software for operational
security purposes, and may make such copies of part or all of the Software as are strictly necessary for
such purposes. Back-up copies may be used whenever the Software is rendered unusable or inoperable,
provided that Nedbank shall be notified of such event without delay.
9.2
Back-up copies shall be stored at the Site or such other site as may be agreed in writing with Nedbank.
10
PRICES AND PAYMENTS
10.1
The Merchant shall pay Nedbank such activation fees and monthly licence fees ("Merchant fees") for the
use of the Software as set out in Annexe A hereto, as well as any amounts which may become due in
respect of any additional services provided by Nedbank, including (without limitation) any commissions
payable to Nedbank in terms of any Merchant Agreement in place between the Merchant and its Bank.
10.2
The monthly Merchant fee is due and payable in advance on the first business day of each month for the
duration of this agreement.
10.3
6
Nedbank has the right, from time to time, to review the fees payable by the Merchant and shall
accordingly, provide the Merchant with not less than 30 (thirty) days prior written notice of any such
increase or decrease in the monthly Merchant fee.
11
PRODUCT MODIFICATION
11.1
The Merchant will not decompile, reverse compile, disassemble or print the source code nor derive nor
attempt to derive the source code of the Software, unless the Merchant is specifically permitted to do so
in terms of this agreement.
11.2
The Merchant shall not attempt to modify, enhance or alter the Software or any part thereof, or permit
others to do so, without Nedbanks express prior written permission and, unless otherwise agreed by the
parties in writing, any such modifications, enhancements or alterations shall be and remain the property
of Nedbank.
12
LIABILITY
12.1
Neither Nedbank nor any other party with whom Nedbank has contracted with in relation to the Software
("the Agents") shall be liable to the Merchant for any indirect, consequential, punitive or like damages or
loss which may arise out of any breach or series of breaches pursuant to this agreement.
12.2
Neither Nedbank nor the Agents will be liable to the Merchant or any third party:-
12.2.1
for any loss or damage arising directly or indirectly as a result of abuse, misuse or unauthorised use
of the Software; and
12.2.2
for any modifications to the Software which have not been carried out or authorised by Nedbank.
12.3
The provisions of this clause shall constitute an irrevocable stipulation by Nedbank and the Merchant in
favour of the Agents that may be accepted by the Agents at any time after the effective date.
13
INTELLECTUAL PROPERTY RIGHTS

Nedbank warrants that the Software will not infringe any patent, design, copyright, trade secret or other
proprietary right of any third party, and Nedbank shall, at its cost, defend the Merchant against any claim
that the Software infringes any patent, design, copyright, trade secret or other proprietary right of any
third party, provided that the Merchant gives prompt notice to Nedbank of such claim and Nedbank
controls the defence thereof. Nedbank further indemnifies the Merchant against and undertakes that it
will pay all costs, damages and attorney fees, if any, finally awarded against the Merchant in any action
which is attributable to such claim and will reimburse the Merchant with all costs reasonably incurred by
the Merchant in connection with any such action.
14
CONFIDENTIALITY
14.1
For the purposes of this clause 14, "confidential information" means, without limiting the generality of
the term, any information or other data, whether written, oral or graphic, which Nedbank may disclose or
provide to, or which otherwise comes to the knowledge of the Merchant by whatsoever means, including
(without limitation):-
14.1.1
information relating to Nedbank's strategic objectives and planning for both their existing and future
Information Technology needs;
14.1.2
information relating to the Nedbank's past, present and future research and development;
14.1.3
information relating to Nedbank's business activities, business relationships, products, services,

customers and clients;
14.1.4
information contained in Nedbanks software and associated material and documentation situated at
its various Installations;
14.1.5
information contained in electronic storage media;
14.1.6
Nedbank technical, scientific, commercial, financial and market information, know-how and trade
secrets;
14.1.7
data concerning Nedbank business relationships, architectural information, demonstrations,

processes and machinery;
14.1.8
Nedbank's plans, designs, drawings, functional and technical requirements and specifications;
14.1.9
information concerning faults or defects in the Software or the incidence of such faults or defects.
14.2
The Merchant shall treat and hold as secret and confidential all information that it receives from
Nedbank or any other person that makes the same available at the request of Nedbank.
7
14.3
Under no circumstances shall Merchant disclose or communicate confidential information to any third
party without Nedbanks prior written consent.
14.4
The Merchant shall restrict the dissemination of confidential information of Nedbank to only those of its
personnel who are actively involved with this agreement and then only on a need to know basis and
shall initiate and implement internal security procedures reasonably acceptable to Nedbank to prevent
unauthorised disclosure and shall take all practical steps to impress upon those of its personnel who need
to be given access to the confidential information, the secret and confidential nature thereof.
14.5
Upon termination, cancellation or expiry of this agreement, Merchant shall deliver to Nedbank or, at
Nedbank's option, destroy all originals and copies of confidential information supplied to it by Nedbank.
14.6
The aforegoing obligations shall not apply to any information which:-
14.6.1
is lawfully in the public domain at the time of disclosure;
14.6.2
subsequently becomes lawfully part of the public domain by publication or otherwise;
14.6.3
subsequently becomes available to Merchant from a source other than Nedbank which is lawfully
entitled without any restriction on disclosure to disclose such confidential information; or
14.6.4
is disclosed pursuant to a requirement or request by operation of law, regulation or court order.
14.7
This clause 14 is severable from the rest of this agreement and shall remain valid and binding on the
parties notwithstanding any termination of this agreement.
14.8
The Merchant hereby indemnifies Nedbank and holds it harmless against any loss or damages that
Nedbank may suffer as a result of any breach of this clause 14, whether by the Merchant or any of its
personnel.
15
FORCE MAJEURE
15.1
Neither party shall be liable for any failure to fulfil its obligations under this agreement if and to the
extent such failure is caused by any circumstances beyond its reasonable control, including but not
limited to flood, fire, earthquake, war, tempest, hurricane, industrial action (other than in relation to any
wage dispute between the Merchant and its employees; the avoidance of industrial action stemming from
such causes being conclusively deemed for the purposes of this agreement to be within the reasonable
control of the Merchant), government restrictions or acts of God.
15.2
Should either party be unable to fulfil a material part of its obligations under this agreement for a period
in excess of 60 (sixty) days due to circumstances beyond its reasonable control, as recorded in clause
15.1, the other party may at its sole discretion cancel this agreement forthwith by written notice.
16
DISPUTE RESOLUTION
16.1
The parties accept that disputes may arise between the parties during the course of this agreement. Any
operational dispute which may arise shall be referred to a joint committee of the Divisional Director of
Nedbank and any Director of the Merchant, or alternates appointed by them, who will use their best
endeavours to resolve the dispute within 14 (fourteen) days of the dispute having been referred to them.
16.2
If the dispute is not resolved in accordance with the aforegoing, it shall be submitted to and decided by
arbitration in terms of clause 17.
17
ARBITRATION
17.1
Subject to the provisions of clause 16, any dispute which may arise at any time between the parties
relating to any matter arising out of this agreement or the interpretation thereof, shall be finally resolved
in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or
arbitrators appointed by the Foundation.
17.2
Either party to this agreement may demand that a dispute be referred to arbitration by giving written
notice to that effect to the other party.
17.3
This clause shall not preclude either party from obtaining interim relief on an urgent basis from a court
of competent jurisdiction pending the decision of the arbitrator.
17.4
The arbitration referred to in 17.1 shall be held:-
17.4.1
at Sandton in the English language; and
17.4.2
immediately and with a view to its being completed within 21 (twenty-one) days after it is demanded;
17.5
17.5.1
The parties irrevocably agree that the decision in arbitration proceedings:shall be final and binding upon the parties;
8
17.5.2
shall be carried into effect;
17.5.3
may be made an order of any court of competent jurisdiction.
17.6
This clause 17 is severable from the rest of this agreement and shall remain valid and binding on the
parties notwithstanding any termination of this agreement.
17.7
18
BREACH
18.1
Should either party commit a material breach of this agreement and fail to remedy such breach within 14
(fourteen) days after having been called upon in writing by the other party to do so, then and in such
event such other party shall be entitled, in addition to any other rights and remedies that it may have in
terms of this agreement or otherwise, including the right to recover damages, to terminate this agreement.
18.2
Should:-
18.2.1
the Merchant effect or attempt to effect a compromise or composition with its creditors; or
18.2.2
the Merchant be provisionally or finally liquidated or be placed in judicial management, whether

provisionally or final; or
18.2.3
the Merchant cease or threaten to cease to carry on its normal line of business in the Republic of
South Africa or default or threaten to default in the payment of its liabilities generally, or commit any
act or omission which would, in the case of an individual, be an act of insolvency in terms of the
Insolvency Act, 1936 (as amended); or
18.2.4
the Merchant dispose of a material portion of its undertaking or assets; or
18.2.5
there be any change in the control or any material change in the shareholding or management of the
Merchant which Nedbank, in its sole discretion, considers to be detrimental to it;
Nedbank shall be entitled, but not obliged, to terminate this agreement on written notice to the Merchant,
in which event such termination shall be without prejudice to any claim which Nedbank may have for
damages against the Merchant occasioned by the termination of this agreement in terms of this clause,
notwithstanding that the damages shall only have arisen due to termination in terms of this clause.
19
OBLIGATIONS OF THE PARTIES UPON TERMINATION
19.1
Nedbank shall be entitled to disable the Software where this agreement is lawfully terminated in terms of
clause 18 and the Merchant shall, within 14 (fourteen) days of receiving written notice from Nedbank
calling upon it to do so, and against payment of any amounts that may be due by the Merchant to
Nedbank, whether pursuant to such termination or otherwise:-
19.1.1
where requested by Nedbank, return or destroy the Software and all copies thereof and shall furnish
Nedbank with an affidavit detailing the manner in which the Merchant has complied with the
provisions of this clause 19; and
19.1.2
pay all outstanding amounts which are due to Nedbank as at the date of termination.
20
NOTICES AND DOMICILIUM
20.1
The parties hereto select as their respective domicilia citandi et executandi the physical addresses set out
in clause 1.3.1 above or such other address or telefax number as may be substituted by notice given as
herein required.
20.2
Any notice addressed to a party at its physical or postal address shall be sent by prepaid registered post,
or delivered by hand, or sent by telefax.
20.3
Any notice to be given by either party to the other shall be clearly marked for the attention of the
Managing Director in the case of Nedbank, and a director/ member/ sole proprietor/ partner (whichever
is applicable) in the case of the Merchant, and shall be deemed to have been duly delivered:-
20.3.1
if posted by prepaid registered post, 10 (ten) days after the date of posting thereof,
20.3.2
if hand delivered, on the day of delivery,
20.3.3
if sent by telefax, on the date and time of sending of such telefax, as evidenced by a fax confirmation
printout, provided that such notice shall be confirmed by prepaid registered post on the date of
despatch of such telefax, or, should no postal facilities be available on that date, on the next business
day.
20.4
Notwithstanding anything to the contrary contained in this clause 20, a written notice or communication
actually received by a party shall constitute adequate written notice or communication to it
9
notwithstanding that it was not sent or delivered to its chosen domicilium citandi et executandi or in the
manner provided in this clause 20.
21
ASSIGNMENT
The Merchant shall not be entitled to transfer or assign, partially or entirely, any of its rights or
obligations under this agreement to a third party without the prior written consent of Nedbank.
22
SEVERABILITY
Should any of the terms and conditions of this agreement be held to be invalid, unlawful or
unenforceable, such terms and conditions will be severable from the remaining terms and conditions
which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of
amendment to render it valid, the parties agree to negotiate an amendment to remove the invalidity.
23
WAIVER
No waiver of any of the terms and conditions of this agreement will be binding or effectual for any
purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be
effective only in the specific instance and for the purpose given. No failure or delay on the part of either
party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any
single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.
24
ADVERTISING
The Merchant shall not make or issue any formal or informal announcement, advertisement or statement
to the press in connection with this agreement or otherwise disclose the existence of this agreement or
the subject matter thereof to any other person, without the prior written consent of Nedbank.
25
APPLICABLE LAW
This agreement will be governed by and construed in accordance with the law of the Republic of South
Africa and all disputes, actions and other matters relating thereto will be determined in accordance with
such law.
26
JURISDICTION
For the purposes of any legal action which may arise from this agreement, the parties consent to the
jurisdiction of the magistrate's court, notwithstanding the fact that such action may otherwise be beyond
the jurisdiction of such court and this clause shall be deemed to constitute the necessary written consent
granting jurisdiction to the magistrate's court in terms of Section 45 of the Magistrates' Courts Act of
1944, as amended. Notwithstanding the aforegoing, Nedbank shall have the right at its sole discretion to
institute legal proceedings against the Merchant in any competent court that may have jurisdiction to
entertain such action.
27
27.1
27.2
27.3
WHOLE AGREEMENT
This agreement constitutes the entire agreement between the parties in respect of the subject matter
hereof and neither party shall be bound by any undertakings, representations, warranties or promises not
recorded in this agreement.
No alteration, variation or consensual cancellation of this agreement and no addition to this agreement
shall be of any force or effect unless reduced to writing and signed by the parties or their duly authorised
representatives.
27.4
28
COSTS
28.1
Each party shall bear its own legal costs in respect of the negotiation, preparation and execution of this
agreement.
29
NOMINATED BANK ACCOUNT

The merchant shall, furnish in writing full details of the nominated bank account to the Card and
Payments Division of Nedbank at Johannesburg.
30
AUTHORITY TO DEBIT THE NOMINATED BANK ACCOUNT
10
The merchant hereby authorises Nedbank to debit the nominated bank account with all service and
other fees payable in respect of this agreement, which will be debited on the last business day of each
month.
___________________________________________________________________________________________
11
SIGNED at ............................................................................... on ........................ ............................ 2011.
WITNESSES:
For and on behalf of

1.
__________________________
2.
NAME:
OFFICE:
who warrants that he is duly authorised
SIGNED at ............................................................................... on ........................ ............................ 2011.

WITNESSES:

1.
__________________________
2.
NAME:
OFFICE:
SIGNED at ............................................................................... on ............ ........................................ 2011

WITNESSES:
1.
2.
__________________________
NAME:
OFFICE:
12
13
ANNEXURE A
FEES SCHEDULE
Activation fee (including initial training)
Monthly Merchant licence fee
R.
Fees for additional services:TYPE OF SERVICE
FEE PAYABLE

Nedbank Merchant Agreement

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Nedbank Merchant Agreement

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MERCHANT AGREEMENT

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

(Trading as ie name on website)

(Registration/ID number where applicable)

(VAT number of sole proprietor where applicable)

(Collectively the parties)

(Full description of the nature of online internet business)

RIGHTS AND OBLIGATIONS OF THE MERCHANT

The merchant must make provision to record:

RIGHTS AND OBLIGATIONS OF NEDBANK

MERCHANTS OBLIGATIONS IN RESPECT OF TRANSACTION DATA

PRESENTATION FOR PAYMENT

PROVISIONS RELATING SPECIFICALLY TO SOFTWARE AND INFRASTRUCTURE

DEBITING THE MERCHANTS ACCOUNT

DOMICILIA AND NOTICES

For and on behalf of the merchant, duly authorised

For and on behalf of Nedbank Limited, duly authorised

An initial administration charge of R

will be payable by the merchant.

3-D Secure monthly hosting fee of R

will be payable per month.

The merchants floor limit for all card transactions is zero.

Spouse (if married in community of property)

who attests to the above

Surety, guarantor or coapplicant

who attests to the above

(full names) in his/her capacity as

(full names) in his/her capacity as

If not a South African citizen or resident:

Capacity (eg Chairman/Company Secretary/Director/Member/Trustee/Partner)

I/We, the undersigned

duly authorised by a resolution of the directors/members hereby consent to Nedbank Limited:

in the presence of the undersigned witness

Nedbank Limited Reg No 1951/000009/06

SOFTWARE LICENSING AGREEMENT

NEDBANK BANK LIMITED

(collectively hereinafter referred to as the parties)

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

any gender includes the other genders;

a natural person includes a juristic person and vice versa;

the singular includes the plural and vice versa;

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

with whom a Customer holds an account ; and

which is capable of processing a Transaction;

any internet and world wide web website;

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

this agreement includes the annexes.

The Software enables the processing of Transactions through Banks.

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

the Software will meet the requirements of the Merchant;

VIRUS PROTECTION CLAUSE

This warranty shall not apply if:-

the Software is not used in accordance with Nedbanks instructions; or

PRICES AND PAYMENTS

INTELLECTUAL PROPERTY RIGHTS

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

information contained in electronic storage media;

data concerning Nedbank business relationships, architectural information, demonstrations,

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

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

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

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

The arbitration referred to in 17.1 shall be held:-

at Sandton in the English language; and