Advanced Credit and Debit Card Payments and Virtual Terminal Agreement
Last Updated: November 6, 2020
This Advanced Credit and Debit Card Payments and Virtual Terminal agreement ("ACP/VT Agreement") is a contract between you (the "Merchant") and PayPal Canada Co. (“PayPal”, “we”, “us” or “our”), and applies to your use of advanced credit and debit card payments (“ACP”), and your use of Virtual Terminal (“VT”) when you’ve integrated ACP (collectively, the "Products"). Each of the Products includes the PayPal services listed in this ACP/VT Agreement and as described more fully on our website. You must read, agree with and accept all of the terms and conditions contained in this ACP/VT Agreement. By using any of the Products, you agree to comply with all of the terms and conditions in this ACP/VT Agreement, so please read all of the terms and conditions carefully.
This ACP/VT Agreement applies in addition to the PayPal User Agreement and any other agreement to which you have entered into with PayPal (collectively "PayPal Agreements") to your use of the PayPal services through the Products. If any inconsistency exists between the terms of the PayPal User Agreement and this ACP/VT Agreement, except for Express Checkout, the terms of this ACP/VT Agreement shall control in connection with your use of the PayPal services through any Product. The terms of the PayPal User Agreement shall control for any inconsistency for Express Checkout.
We may amend this ACP/VT Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if we change the ACP/VT Agreement in a way that reduces your rights or increases your responsibilities, we will provide you with at least 30 days' prior notice by posting notice on the "Policy Updates" page of our website. If you would like to receive notification by email of new Policy Updates, then you may do so by logging into your PayPal account and selecting this option by going to My Account > Profile > Account Information > Notifications. If you do not agree with any change to the ACP/VT Agreement, you may terminate your use of the PayPal services at any time.
1. Credit Report Authorization.
You consent to PayPal obtaining your personal and/or business credit report from a credit reporting agency at account opening and whenever we reasonably believe there may be an increased level of risk associated with your business account. You further understand and agree that you are authorizing PayPal to obtain your credit report on an ongoing basis for account review purposes.
2. Fees and Payment Terms.
a. Fees. The fees you pay for use of ACP and VT can be found on the Merchant Services Fees page. All fees are in Canadian Dollars unless otherwise stated. The fees associated with any Express Checkout transaction submitted by you via any Product are also set forth on the Merchant Services Fees page. If there are any applicable monthly fees for the Products they will be charged in advance. For fees charged per transaction, the fee amount will be deducted from the transaction amount at the time of the transaction. You are liable for all claims, expenses, fines, and liability PayPal incurs arising out of your use of the Products. All fees are non-refundable.
b. Promotional Period. If you have signed up for the PayPal services pursuant to a promotional period, you agree to pay any applicable monthly fee upon the expiration of a promotional period offered by PayPal.
c. Failure to Use Express Checkout. If you fail to comply with the requirement to use Express Checkout described in Section 8, you may be subject to up to a 1% fee increase to your then current Transaction Fee rate. This fee may be included in your initial rate when you first sign up for the PayPal services, or may be added at any time by PayPal with at least 90 days' prior written notice of the fee increase. You agree to terminate your use of the PayPal services if you do not agree to this fee.
d. Risk Factors Fee. If PayPal determines that your PayPal account receives, or is likely to receive, a disproportionately high number of customer complaints, Reversals, chargebacks, disputes, claims, fees, fines, penalties or other liability (collectively "Risk Factors"), you may be subject to up to a 5% fee increase above your then current Transaction Fee rate. This fee may be added to your initial rate when you first sign up for the PayPal services, or may be added at any time by PayPal with at least 90 days' prior notice of the fee increase. You agree to terminate your use of the PayPal services if you do not agree to this fee.
e. Processing Requirements. You agree to submit only transactions for processing which represent a bona fide, permissible transaction free of liens, claims, and encumbrances other than ordinary sales taxes; as outlined in this ACP/VT Agreement and in the Card Company Rules, or which accurately describes the product or services being sold or the charitable donations being made. You authorize PayPal to submit transactions to and receive settlement from American Express and to disclose transaction and merchant information to American Express to perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes and important transactional or relationship communications. You also agree to ensure data quality and that any Data is processed promptly, accurately and completely, and complies with the Card Companies’ technical specifications. You agree not to process transactions or receive payments on behalf of any other party or redirect payments to any other party. You agree not to bill or collect from any cardholder for any purchase or payment on a Card unless you have the right to do so under the Card Company Rules.
3. Data Security; Data Protection; Data Portability.
a. General. You are fully responsible for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as "Data") on your website. You must report any Data breach or incident to PayPal and the Card Companies immediately after discovery of the incident.
b. Merchant PCI Compliance. You agree that at all times you shall be compliant with the Payment Card Industry (PCI) Data Security Standards (PCI DSS), the Payment Application Data Security Standards (PA DSS), and any Card Company data security requirements, as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS, PA DSS, or other Card Company data security requirements, if requested by us. You also agree that you will use only PCI compliant service providers in connection with the storage or transmission of Card Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time.
If you are accessing the Products through a platform service partner, you acknowledge that your platform service partner may offer solutions that help you comply with certain of these Merchant PCI compliance standards. While the platform service partner may help you comply or perform certain obligations on your behalf, you remain liable for compliance with these Merchant PCI Compliance standards.
c. PayPal PCI Compliance. PayPal agrees that it shall comply with the applicable PCI DSS requirements, as such may be amended from time to time, with respect to all cardholder data received by it in connection with this ACP/VT Agreement. PayPal acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the Merchant, or to the extent that they could impact the security of the Merchant's cardholder data environment.
d. Data Usage. Unless you receive the express consent of your customer, you may not retain, track, monitor, store or otherwise use Data beyond the scope of the specific transaction. Further, unless you get the express written consent of PayPal and each Acquiring Bank and/or the Card Companies, as applicable, you agree that you will not use nor disclose the Card Data for any purpose other than to support payment for your goods and services. Card Data must be completely removed from your systems, and any other place where you store Card Data, within 24 hours after you receive an authorization decision unless you have received the express consent of your customer to retain the Card Data for the sole purpose of processing recurring payments. To the extent that Card Data resides on your systems and other storage locations, it should do so only for the express purpose of processing your transactions. All Data and other information provided to you by PayPal in relationship to the PayPal services and all Card Data will remain the property of PayPal, its Acquiring Bank or the Card Companies, as appropriate.
If you are using ACP and VT for payments received through a partner platform service provider, you may not be receiving Card Data, but may receive other confidential information about another PayPal customer in order to fulfill the transaction and you will continue to be bound by the terms of our User Agreement.
e. Password Security. You agree to restrict use and access to your password and log-on ID to your employees and agents as may be reasonably necessary, and will ensure that each such employee or agent complies with the terms of this ACP/VT Agreement. You will not give, transfer, assign, sell, resell or otherwise dispose of the information and materials provided to you to utilize the PayPal services. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are issued to you by PayPal, each Acquiring Bank or the Card Companies.
f. Audit. If PayPal believes that a security breach or compromise of Data has occurred, PayPal may require you to have a third-party auditor that is approved by PayPal conduct a security audit of your systems and facilities and issue a report to be provided to PayPal, the Acquiring Banks and the Card Companies. In the event that you fail to initiate an audit within 10 business days of PayPal's request, PayPal may conduct or obtain such an audit at your expense. In addition, the Card Companies may conduct an audit at any time for the purpose of determining compliance with the Card Company Rules.
g. Compliance with Data Protection Addendum. You (as a “Merchant”) and we agree to comply with the data protection addendum found here, which forms part of this ACP/VT Agreement. The terms of the Data Protection Schedule prevail over any conflicting terms in this ACP/VT Agreement relating to data protection and privacy.
h. Data Portability. Upon any termination or expiry of this CCF/VT Agreement, PayPal agrees, upon written request from you, to provide your new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to your customers (“Card Information”). In order to do so, you must provide PayPal with all requested information including proof that the Data Recipient is in compliance with the PCI DSS requirements and is level 1 PCI compliant. PayPal agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) you provide PayPal with proof that the Data Recipient is in compliance with the PCI DSS requirements (Level 1 PCI compliant) by providing PayPal a certificate or report on compliance with the PCI DSS requirements from a qualified provider and any other information reasonably requested by PayPal; (b) the transfer of such Card Information is compliant with the latest version of the PCI DSS requirements; and (c) the transfer of such Card Information is allowed under the applicable Card Company Rules, and any applicable laws, rules or regulations (including data protection laws).
4. Additional Terms for American Express Card Acceptance.
a. American Express may use the information obtained in your application at the time of setup to screen and/or monitor you in connection with Card marketing and administrative purposes.
b. You may be converted from this ACP/VT Agreement to a direct card acceptance agreement with American Express if you reach certain monthly sales volumes. Upon conversion, (i) you will be bound by American Express' then-current Card Acceptance Agreement; and (ii) American Express will set your pricing and other fees for American Express Card acceptance.
c. American Express shall be a third-party beneficiary of this ACP/VT Agreement for purposes of American Express Card acceptance. As a third-party beneficiary, American Express shall have the right to enforce directly against you the terms of this ACPVT Agreement as related to American Express Card acceptance. You acknowledge and agree that American Express shall have no responsibility or liability with regard to PayPal’s obligations to you under this ACP/VT Agreement.
5. Dynamic Currency Conversion.
You may not perform dynamic currency conversion. This means that you may not list an item in one currency and then accept payment in a different currency. If you are accepting payments in more than one currency, you must separately list the price of each product or service in each currency.
6. Brand Parity.
By using the Products, PayPal permits you to directly accept Cards. With regard to your Card acceptance, you agree to the following:
a. Where you accept Cards on your website, you will display each Card's logo with equal size and prominence, and you shall not display a preference for, nor discriminate against, one Card over another, including your refund policies for purchases.
b. You agree to use the logos, banners, buttons and payment option graphics, as applicable, located at: https://www.paypal.com/ca/webapps/mpp/logo-center.
c. You authorize PayPal to provide information regarding your business and individual Card transactions to third parties for the purpose of facilitating the acceptance and settlement of your Card transactions and in connection with items, including chargebacks, refunds, disputes, adjustments, and other inquiries.
7. Card Not Present.
You acknowledge that PayPal processes transactions through the Products as remote (“card not present”) payments. If you accept a Card that is physically presented to you at the point of sale you acknowledge that the scope of your protection from Chargebacks will be limited to the protection that is available for remote payments.
8. Required Use of Express Checkout, PayPal Credit
a. If you use ACPyou must use Express Checkout in the following manner:
1. You must include a PayPal Express Checkout button either: (i) before you request the shipping/billing address and other financial information from your customers or (ii) on the same page that you collect such information if you only use one page for your checkout process.
2. You must offer PayPal as a payment option together with the other payment options you offer. The PayPal acceptance mark must be displayed with equal prominence to the logos for your other payment options. You shall not discriminate against PayPal, nor discourage its use, as a payment option over any other payment option offered by you.
3. You must provide your customers with the option of not storing their personal information, including their email address, shipping/billing address, and financial information.
b. If you use ACPyou must offer PayPal Credit as a payment option, when it is available in Canada, on your hosted checkout page as automatically enabled by PayPal. Any offers associated with PayPal Credit that you present outside of the hosted checkout page must be displayed in the manner prescribed and instructed by PayPal and approved by PayPal prior to posting.
9. Fraud Protection
a. General. PayPal’s Fraud Protection may be made available to you as a fraudulent transaction management tool to help you screen potentially fraudulent transactions based on the settings you may adopt. The tool allows you to set filter rules, i.e., to instruct PayPal which transactions we will decline on your behalf based on certain criteria.
We may provide suggestions or recommendations regarding what filters and settings to use that may be appropriate for your business. These suggestions take into account your profile and past transaction history.
If you are provided access to Fraud Protection, then it is your responsibility to set the filter rules. Please note: If you set these filter rules too restrictively, you might lose sales volume. We advise you to monitor your filter rules and settings on an ongoing basis.
b. No Warranty or Limitation of Liability. We do not represent or warrant that Fraud Protection is error-free or that it will identify all potentially fraudulent transaction activity. PayPal shall not be liable for your losses (such as loss of profits) or damages. The sections of the PayPal User Agreement on “Indemnification and Limitation of Liability” and “Disclaimer of Warranty and Release” apply to your use of Fraud Protection.
c. Data Protection. You may only use Fraud Protection for the purpose of your management of fraud risk and for no other purpose. You will not use Fraud Protection, or let any other person use it, for the determination of eligibility for personal, family or household credit, loan, employment, or other purpose. You may not share use of Fraud Protection with any other person, nor may you disclose to any person the categories provided in Fraud Protection or the results generated from your use of Fraud Protection.
d. These terms supplement the PayPal User Agreement that governs your use of PayPal’s services in general. PayPal reserves the right to suspend, change or cancel PayPal’s Fraud Protection at any time as it may determine in its sole discretion. PayPal reserves the right to add additional terms and conditions for continued use of Fraud Protection.
10. No Warranty.
THE PRODUCTS AND THE PAYPAL SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PAYPAL MAKES NO WARRANTY THAT THE PAYPAL SERVICES WILL BE CONTINUOUS OR ERROR-FREE. PayPal does not guarantee, represent or warrant that the PayPal services and related features that enable you to detect or minimize fraudulent transactions will discover or prevent all non-valid or fraudulent transactions. PayPal is not responsible for any non-valid or fraudulent transactions that are processed.
11. Reserves and other Protective Actions.
If, in our sole discretion, we believe there may be a high level of risk associated with you, your PayPal account, your business model, or your transactions we may take certain actions in connection with your Account and/or your use of the PayPal services.
a. Reserves. PayPal, in its sole discretion, may place a reserve on funds held in your PayPal account when PayPal believes there may be a high level of risk associated with your Account. If PayPal places a reserve on funds in your PayPal account, they will be shown as “pending” in your PayPal Balance. If your PayPal account is subject to a reserve, PayPal will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your PayPal account are held for a certain period of time, or that a certain amount of money is held in reserve. PayPal may change the terms of the reserve at any time by providing you with notice of the new terms.
b. Additional Actions. We may take other actions we determine are necessary to protect against the risk associated with your PayPal account including requesting additional collateral from you such as a letter of credit or a personal guarantee. PayPal may contact your customers, on your behalf, in the event that PayPal is investigating potential fraud.
c. Information. In order to determine the risk associated with your PayPal account, PayPal may request at any time, and you agree to provide, any information about your business, operations or financial condition. We reserve the right to reassess your eligibility for any Product if your business is materially different from the information you provided in your application.
a. By Merchant. You may terminate your use of the PayPal services at any time. Merchant may terminate its acceptance of American Express at any time upon notice.
b. By PayPal. PayPal may terminate your use of the PayPal services if:
1. You fail to comply with the terms of, or are unable to pay or perform your obligations under, this ACP/VT Agreement or any of the PayPal Agreements that apply to the PayPal services;
2. We decide, in our discretion, that you become ineligible for the PayPal services because there is a high level of risk associated with your PayPal account or for any other reason, or upon request by any Acquiring Bank or any of the Card Companies.
3. You violate any Card Company Rule as they may be amended by the Card Companies from time to time.
c. Effect of Termination. If your use of any Product is terminated, your use of the PayPal services associated with that Product will immediately end. You agree to complete all pending Card transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Product. If your use of any Product is terminated, you will not be refunded the remainder of any applicable Monthly Fees that you have paid for such Product.
13. PayPal is Your Agent for Receiving Payment.
You represent and warrant to PayPal that each transaction that you process through the ACP or VT services is solely in payment for your provision of bona fide goods and/or services to your customers (each, a “Payor”). You hereby designate PayPal, and PayPal hereby agrees to serve, as your limited agent for the sole purpose of receiving such payments on your behalf from your Payors. You agree that upon PayPal receiving payment from a Payor: (a) you shall be deemed to have received payment from such Payor, (b) such Payor’s obligation to you in connection with such payment shall be satisfied in full, (c) any claim you have for such payment against such Payor shall be extinguished and (d) you are obligated to deliver the applicable goods and/or services to the Payor, in each case regardless of whether or when PayPal remits such payment to you. PayPal will remit to you in accordance with this ACPVT Agreement or apply as an offset to any obligation you may have to PayPal, any such payments it receives on your behalf. Any receipt provided to the Payor shall be binding on you and shall satisfy all applicable regulatory requirements. This paragraph states the entirety of PayPal’s duties as your agent for receipt of payment, and no other duties shall be implied by PayPal’s undertaking to act in that capacity.
a. Law and Forum for Disputes. This ACP/VT Agreement will be governed by and interpreted in accordance with the laws of Ontario, and the laws of Canada, each as may be applicable. Except as otherwise agreed by the parties, you agree to irrevocably submit to the nonexclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this ACP/VT Agreement or your use of our websites or the PayPal services.
b. Indemnification. You agree to defend, indemnify and hold PayPal, its parent, officers, directors and employees harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising (i) out of your breach of this ACP/VT Agreement; (ii) your use of the Products or the PayPal services accessed through the Products; (iii) your fraudulent transaction or data incidents.
c. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
d. Compliance with Laws. You agree to comply with all applicable laws, rules, or regulations, including the Card Company Rules.
e. Complete Agreement. This ACP/VT Agreement, along with the PayPal User Agreement and any applicable policies and agreements on the Legal Agreements page on the PayPal website, sets forth the entire understanding between you and PayPal with respect to the your use of the Products and the PayPal services accessed through the Products. If any provision of this ACP/VT Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In addition, your acceptance of Card transactions via a Product is also subject to a Commercial Entity Agreement you have with each of the Acquiring Banks.
"Acquiring Bank" means each of the financial institutions PayPal partners with to process your Card payments, including your Direct Payments and VT Payments, and each of your Card funded Express Checkout payments, and with whom you entered into a Commercial Entity Agreement.
"American Express" means American Express Travel Related Services Company, Inc. and its affiliates.
"API" means PayPal’s proprietary application programming interfaces used to interface with the PayPal systems in order to use certain PayPal services.
"Card Companies" means a company or group of financial institutions that promulgate rules to govern Card Transactions via bankcard and payment networks including MasterCard, Visa, Discover, American Express, and the debit networks.
“Card Information” has the meaning provided in Section 3(h).
"Cards" means Visa, MasterCard, American Express, Discover, and debit network branded payment cards.
"CVV2 Data" means the three or four digit number printed to the right of the Card number in the signature panel on the back of the Card. On American Express Cards, it is printed on the front of the Card above the Card number.
"Data" has the meaning provided in Section 3(a).
“Data Recipient” has the meaning provided in Section 3(h).
"Direct Payment" means a payment processed by PayPal through the Direct Payment API that is funded directly by a Card and not through a PayPal account.
"Express Checkout" means the PayPal service where PayPal is a payment option on a merchant’s website at checkout, with payments being processed by PayPal through the Express Checkout API and funded directly from a User’s PayPal account.
"Fixed Fee" means the portion of the Transaction Fees that is a fixed monetary amount and not a percentage of the payment amount.
"Fraud Protection " means the optional service associated with ACP, that allows you to access additional risk management features to help protect you from fraud and chargebacks, as described in more detail on the PayPal website.
"Monthly Sales Volume" means the total payment volume processed by you through any Product using any payment method.
“PayPal Agreements" has the meaning provided in the second paragraph of this ACP/VT Agreement.
"PayPal Credit" means an open-end, consumer credit account. In jurisdictions where it is offered, it is available to consumers who are of legal age and is subject to credit approval.
"PayPal User Agreement" means the online agreement you entered into with PayPal when you opened your PayPal account, as it may have been amended from time to time. The PayPal User Agreement currently in effect can be accessed via the Legal Agreements link in the footer of nearly every page on the PayPal website.
"Products" has the meaning provided in the first paragraph of this ACP/VT Agreement.
"ACP/VT Agreement" has the meaning provided in the first paragraph of this ACP/VT Agreement.
"Recurring Payments" means the optional feature associated with ACP and VT that, with the consent of your customer, enables you to set up payments that recur at specified intervals and frequencies, as described in more detail on the PayPal website.
"Transaction Fees" means the fees provided in Section 2(b) of this ACP/VT Agreement. Note, if you use certain optional PayPal services, certain additional fees may apply to your transactions on a per transaction basis, as outlined in Section 2(c); however, these are not included in this definition.
"Virtual Terminal” or “VT" means the PayPal service that enables you to receive a Card VT Payment" means a payment processed by PayPal through the Virtual Terminal flows that is funded directly by a Card and not through a PayPal account.