ROLLER Payment Processing Terms of Service
Last revised: June 14, 2024
Welcome to ROLLER Payment Processing, the fully integrated, unified payment processing software that provides online and in-venue payment processing services designed to operate with Roller’s proprietary, venue management, software-as-a-service offering as are specified in any Order Form (the “RPP Services”). These ROLLER Payment Processing Terms of Service (the “RPP Terms”) are incorporated by reference into the ROLLER Master Terms and Order Forms entered into between the ROLLER entity identified in Section 11.3 of the Master Terms and the Customer identified in the applicable Order Form (the “Parties”). These terms apply only for those Customers who purchase RPP Services in an Order Form or otherwise gain access to the RPP Services. Defined terms that are capitalized in these RPP Terms that are not defined herein have the meaning given them in the ROLLER Master Terms or Order Form.
Recitals
(B) Adyen N.V. provides payment processing and acquiring services for both online (aka Card Not Present (CNP)) and in-venue (aka Point of Sale (POS)) transactions (such services, the “Adyen Services”);
(C) ROLLER has integrated the Adyen Services into the ROLLER Services to provide Customers the ability to effectuate sales of goods and services to its Venue Guests and other customers through the ROLLER Services; and
(D) In order to comply with regulatory and Scheme Rule (as defined below) requirements, Adyen is required to have a direct contractual relationship with Customer, and to: (i) perform the payment processing and acquiring services, (ii) perform Know Your Customer (KYC) and Anti-Money Laundering and Anti-Terrorist Financing (AML) verifications; (iii) make available payment terminals; and (iv) perform second-line support (collectively, the “Adyen RPP Services”).
(E) It is, however, the intention of both Adyen and ROLLER, that with respect to Customer, the commercial relationship, customer service relationship, risk management and account management will, as much as practical and as allowed under applicable laws and Scheme Rules, be with ROLLER (the “RPP Services”); provided, however, that the RPP Services do not include any of the Adyen RPP Services;
With respect to the RPP Services, Customer and ROLLER agree as follows:
1.0. Agreements between Adyen and Customer for Adyen RPP Services
1.1 Adyen – Customer Terms. The Adyen RPP Services (e.g,. Adyen’s provision of: (a) payment processing and acquiring services; (b) Know Your Customer (KYC) and Anti-Money Laundering and Anti-Terrorist Financing (AML) verifications; and (c) second-line support) are subject to and exclusively governed by the Adyen for Platforms Terms and Conditions (located at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms), which is a separate agreement between Adyen and Customer, and any other agreement or understanding between Adyen and Customer (collectively, the “Adyen – Customer Agreement”). Customer represents and warrants to Adyen and ROLLER that: (a) Customer will comply with the Adyen-Customer Agreement and (b) Customer will not use the RPP Services in a manner that: (i) falls outside the permitted uses and / or (ii) violates the prohibited uses set forth in https://www.adyen.com/legal/list-restricted-prohibited. The Adyen – Customer Agreement includes, without limitation, the Service description available at https://www.adyen.com/legal/services-description (the “Adyen General Services Description”), the Combined Financial Services Guide and Product Disclosure Statement and the Payment Terminal Services Terms (as defined below) and documents linked to from such agreements or understandings. For the avoidance of doubt, ROLLER is not a party to the Adyen – Customer Agreement, but Customer acknowledges that: (i) any representation, warranty, covenant or obligation, including any indemnification obligation, made by Customer to Adyen is also made by Customer to ROLLER and ROLLER has the right to enforce such representation, warranty, covenant and obligation against Customer; and (ii) any disclaimer, limitation on liability or other restriction made for the benefit of Adyen is also made for the benefit of ROLLER and ROLLER has the right to enforce such disclaimer, limitation on liability or other restriction for ROLLER’s own benefit.
1.2 Payment Terminal Services. For point of sale transactions occurring in-venue, Customer must use payment terminals or other payment processing devices approved by ROLLER to submit transactions for processing by Adyen. The payment terminals are provided by Adyen to Customer via ROLLER and Adyen is required to provide second-line support as detailed in the Payment Terminal Services set forth at https://www.adyen.com/legal/schedule-payment-terminal-services (the “Payment Terminal Services Terms”). For the provision of the payment terminals and replacement of payment terminals, the terms set out in the Payment Terminal Services Terms and the sections of the General Services Description relating to payment terminals apply. Without limiting the obligations in Section 1.1, Customer represents and warrants to ROLLER and Adyen that it will comply with the Payment Terminal Services Terms and its obligations relating to payment terminals under the Adyen General Services Description. ROLLER has no responsibility or obligations with respect to such payment terminals, including any payment terminal defects or failures.
Adyen, not ROLLER, provides the payment processing and acquiring services and other Adyen RPP Services. Accordingly, Adyen, and not ROLLER, is solely responsible for the provision of the Adyen RPP Services. ROLLER has no responsibility for and expressly disclaims any and all damages and liabilities for Adyen’s provision or failure to provide the Adyen RPP Services or Adyen’s breach of any of obligations with respect to Customer, including any breach of the Adyen – Customer Agreement.
2.0. Agreement between ROLLER and Customer for ROLLER RPP Services
2.1 Framework and Communication. While Adyen provides the payment processing and acquiring services and other Adyen RPP Services, ROLLER provides account management, customer service and other RPP Services. The provisions of this Section 2 govern ROLLER’s provision of, and Customer’s use of, the RPP Services. Customer acknowledges and agrees that the pricing provided to Customer for the RPP Services contemplates that, unless specifically requested by Adyen or ROLLER, all communication with Customer regarding the RPP Services will be through ROLLER, and Customer represents and warrants that it will not communicate directly with Adyen unless requested by Adyen or approved by Adyen or ROLLER.
2.2 Approval for Enrollment. Prior to Customer’s enrollment in the RPP Services, Customer must be approved by both ROLLER and Adyen. In connection with such approval, ROLLER will work with Customer to collect the information required by both ROLLER and Adyen to qualify and approve Customer. In connection with such approvals, Customer will provide to ROLLER all information requested by ROLLER including information required for Adyen to confirm that Customer meets the requirements of Applicable Law, including the Scheme Rules and Know-Your-Customer requirements. In connection with the approval process, Adyen may contact Customer directly and request additional information, with the understanding that Adyen will keep ROLLER copied or informed of such additional requests. Customer represents and warrants that: (a) the information submitted in connection with the enrollment process is complete, truthful and accurate, and (b) if any such information later become incomplete, untruthful or inaccurate, Customer will notify ROLLER of the changed information which ROLLER and / or Adyen may use to suspend or terminate access to the RPP Services.
2.3 Integration. ROLLER will be responsible to integrate the Adyen Services with the ROLLER Platform Services generally and as it relates to Customer, including setting up and managing the settings and configurations for Customer within the Adyen platform. All transactions processed via the RPP Services will be screened by an Adyen fraud control tool (the “Fraud Control Tool”), which performs a number of checks on a transaction and attaches a resulting total score to the transaction, which represents an estimated likelihood of the Transaction being fraudulent. ROLLER may on behalf of Customer configure the scoring values for the Fraud Control Tool to determine how the Fraud Control Tool will judge transactions. ROLLER disclaims all liability associated with the failure or inaccuracy of the Fraud Control Tool, including any failure or inaccuracy arising from the configuration of the scoring values for the Fraud Control Tool as well as any decision Customer makes or any direction it follows with respect to the Fraud Control Tool.
2.4 Technical Support for RPP Services. ROLLER will be responsible to provide first-line support for the RPP Services, including as provided in the Payment Terminal Services Terms.
2.5 Payment Terminals. Without limiting any other provision of the Agreement, Customer acknowledges and agrees that it is solely responsible to comply with the Payment Terminal Services Terms in connection with its use and handling of the payment terminal, which may be updated from time to time by ROLLER or Adyen, including the identification of any Customer responsibilities.
2.6 ROLLER is Authorized Representative of Customer. Customer hereby designates ROLLER as its authorized representative in connection with the RPP Services and as such ROLLER is authorized by Customer to access and use for the purposes of the Agreement Customer data as processed in connection with the RPP Services, including as processed by Adyen.
3.0 Payments, Reserve, Fees and Financial Reporting.
3.1 Transaction Funds. Adyen will receive settlement for processed payment transactions for Customer from the relevant third party Acquirers or Scheme Owners (each as defined in the Adyen - Customer Terms). Subject to ROLLER RPP policies or such other reasonable determination of ROLLER which may be specific to Customer, ROLLER will direct Adyen to deposit the applicable funds received from Customer transactions processed through the RPP Services (less applicable deductions as set forth below) directly: (a) to the designated bank accounts of Customer (“Transaction Funds”) or (b) to the designated bank accounts of ROLLER (also “Transaction Funds”). The deposit of Transaction Funds from Adyen to designated Customer Accounts or from ROLLER accounts to designated bank accounts of Customer is subject to a reasonable delay as is set forth in the RPP Policies or otherwise in ROLLER’s reasonable judgment (e.g., transaction date plus seven days). Transaction Funds are subject to: (a) deduction of all applicable fees then due (including applicable Adyen transaction fees and card network fees); (b) any other deductions made known to Customer by ROLLER including refunds and chargebacks; (c) withholding in connection with suspected fraud, illegal activity or likely to become subject to Chargeback (as defined in the Adyen-Customer Agreement; and (d) any Reserves established as set forth below. In addition, ROLLER reserves the right to reduce the amount of the Transaction Fund deposited into the Customer designated account by any past due amounts owed by Customer to ROLLER under the Order Form.
3.2 Reserve. ROLLER may designate an amount of funds that is held by ROLLER or Adyen in a separate reserve account (a “Reserve”) to secure the performance of your obligations under these RPP Terms. ROLLER may require a Reserve for any reason related to your use of the RPP Services. The Reserve will be in an amount as reasonably determined by ROLLER to cover potential losses to ROLLER or Adyen. The Reserve may be raised, reduced or removed at any time by ROLLER, in its sole discretion (acting reasonably), based on a number of factors including Customer’s payment history, a credit review, the amount of any arbitration award or court judgment against Customer, or otherwise as ROLLER or Adyen may determine or require. Customer grants ROLLER a security interest in and lien on any and all funds held in any Reserve, and also authorizes ROLLER to make any withdrawals or debits from the Reserve, without prior notice to Customer, to collect amounts that Customer owes ROLLER. Customer will execute any additional documentation required for ROLLER to create or perfect our security interest in any funds in the Reserve. This security interest survives for as long as ROLLER or Adyen holds funds in your Reserve.
3.3 Fees. Customer will pay the Fees to ROLLER in accordance with the payment schedule set forth in the applicable Order Form(s) and the Invoicing and Payment Section of the Master Terms.
3.4 Financial Reporting. ROLLER makes available to Customer through the Platform a balance of proceeds in Customer’s ROLLER account. This balance is provided to Customer for Customer’s convenience. The information contained in the Platform may be inaccurate for any number of reasons, including slow processing or reporting by Adyen, internet delays, or slow or inaccurate processing by ROLLER. In no event does ROLLER warrant – and in fact ROLLER specifically disclaims – the accuracy of balance information. In the event that Customer makes decisions based on inaccurate information in the balance of proceeds in Customer’s ROLLER account, such decisions, including any act or omission, is made solely at Customer’s risk and ROLLER has no liability for such decision, action or inaction. Prior to making any material decision based on the information in the Customer’s ROLLER account, Customer will independently verify the information and any failure of Customer to do so is at Customer’s sole risk.
4.0 Adyen, Scheme Owner and Regulatory Charges and Fines.
For violations by Customer of certain key requirements under the Scheme Rules, some Scheme Owners can levy significant fines, ranging from 25.000 USD to over 1 million USD. The Scheme Owners do this to protect the paying customers, merchants and providers against misuse, fraud, illegal activities, breach of applicable laws and excessive costs. Key examples of Scheme Rules which are subject to such fines: (a) using the payment method for products or services other than the products and services for which Customer received express authorization; (b) using the payment method for products or services which violate Applicable Laws; (c) using the payment method for selling products or services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, arms, drugs, counterfeit goods); (e) using the payment method for the benefit of a third party / reselling the use of the payment method to a third party (the authorization for Customer to use a payment method is strictly personal); (f) percentage of transactions of a Customer which is subject to a chargeback is above the applicable acceptable level; (g) breaches of security and confidentiality obligations with respect to payment data and in particular details of credit cards used such as the CVC number or credit card number; or (h) fraudulent, misleading activities of which customers making payments are the victim. Customer agrees that it will be solely responsible for any such fines.
5.0. Term and Termination of RPP Terms; Suspension
The term of these RPP Terms will be in effect in accordance with the terms set forth in any applicable Order Form, unless terminated in accordance with this Section 5. At any time during the term of these RPP Terms, ROLLER may: (a) terminate the RPP Services portion of any Order Form or (b) suspend access to the RPP Services, for the following reasons: (i) Adyen ceases to deliver the Adyen Services; (ii) if a threat to the technical security or technical integrity of the RPP Service; (iii) a breach or violation by Customer of Applicable Law, including the Scheme Rules, or any contractual obligation, including a breach of the Adyen – Customer Agreement; or (iv) any suspected or actual breach by Customer of these RPP Terms.. If the RPP Service is suspended, ROLLER may charge a re-activation fee to reinstate the RPP Service.
6.0 Liability and Indemnification
The disclaimers and limitations on liability and the indemnification obligations set forth in Master Terms are applicable to these RPP Terms. In addition to, and without limiting, any of the foregoing:
6.1 No Third Party Liability. ROLLER will only be liable for its own acts or omissions and not for acts or omissions of third parties, including Adyen, Scheme Owners and Acquirers or for events or activities originating outside the systems of ROLLER (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the willful misconduct or gross negligence of ROLLER.
6.2 Limitation on Aggregate Liability; Exclusion of Damages. To the maximum extent permitted by applicable law, the aggregate liability of ROLLER under these RPP Terms to Customer for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the greater of: (a) $15,000 and (b) the amount of Fees received for the RPP Services by ROLLER in the 6 months immediately preceding the event which gave rise to the liability in question.
6.3 Disclaimer of indirect damages. To the maximum extent permitted by applicable law, ROLLER will not be liable for any special, indirect, or consequential damages (including any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name) as a result of breach of contract, tort or under any other legal theory.
6.4 Customer Indemnity. Customer will indemnify, defend and hold harmless ROLLER, its directors, officers, employees and representatives, from and against any and all Losses arising out of: (a) Customer breach of any Customer’s obligations under these RPP Terms, including any breach of Applicable Law (including the Scheme Rules) or breach of the Adyen-Customer Agreement; (b) any fine or other amounts imposed on ROLLER for any Customer act or omission, including the Scheme Rules contemplated in Section 4 or (c) arising out of, related to or in connection with any Venue owned or operated by Customer and/or Customer’s use of the RPP Services (except to the extent arising from ROLLER’s gross negligence or willful misconduct).
7.0 Australian Consumer Law
7.1. If Customer is a ‘consumer’ within the meaning of the Australian Consumer Law (which is set out under Schedule 2 of the Competition and Consumer Act 2010 (Cth)), nothing in the RPP Terms is intended to remove Customer’s rights under the Australian Consumer Law, including to statutory guarantees that may apply to the RPP Services and anything else supplied by ROLLER under the RPP Terms. If ROLLER is entitled to limit the remedies available to Customer for breach of such guarantees, it expressly limits its liability as set out in Section 7.2.
7.2. Customer agrees that ROLLER’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to any services supplied under the RPP Terms is limited to, at the option of ROLLER, one or more of the following: (i) the supply of equivalent services; or (ii) the payment of the cost of supplying the services again.