CeloPay Chargeback Assist Guarantee Terms and Conditions
Last Updated: September 24, 2018
These Chargeback Assist Guarantee Terms and Conditions (these “Terms”) constitute a binding legal agreement between you (either an individual or an entity, “you” or “Subscriber”) and CeloPay LLC (“CeloPay”, “we”, or “us”) regarding your use of the Chargeback Assist Guarantee (the “Guarantee”).
By using the Guarantee, you agree to be bound by these Terms and to use the Guarantee in compliance with these Terms. If you are using the Guarantee on behalf of a company or other legal entity, you and such company or entity represent and warrant that (i) you have the right and legal authority to bind such company or entity to these Terms; (ii) such company or entity is fully aware of, understands, and agrees to be bound by these Terms (with the terms “you” and “your” as used herein referring to such company or entity), and (iii) you agree to bound by these Terms on behalf of such company or entity. If you do not agree to these Terms, then you should not and may not take advantage of the Guarantee.
These Terms provide that all disputes between you and CeloPay will be resolved by binding arbitration. You agree to give up your right to go to court to assert or defend your rights under this contract. Your rights will be determined by a neutral arbitrator and not a judge or jury, and your claims cannot be brought as a class action.
- Use of the Guarantee
1.1. Eligible Chargeback. An eligible chargeback means a card not present chargeback provided by a financial institution indicating a fraudulent transaction or “no cardholder authorization” and having one of the eligible chargeback reason codes states in the Eligible Chargeback Reason Codes section below. CeloPay may elect to recognize additional reason codes as Eligible Chargebacks on a case-by-case basis, in its sole discretion. Chargebacks provided with any other reason codes, including those listed as ineligible chargeback reason codes in the Eligible Chargeback Reason Codes section below, are not Eligible Chargebacks.
1.2. Notices and Payments. If you receive notice from a financial institution of an Eligible Chargeback with respect to a completed CeloPay request for which we applied the Guarantee seal and no fees owed by you to CeloPay are overdue and your account is open and in otherwise good standing, then you may notify us by providing details regarding the Eligible Chargeback, as requested by us, through the firstname.lastname@example.org email address within seven (7) days (“Advisory Notice Date”) from the date you received the notice of the applicable Eligible Chargeback (“Chargeback Notice”). You shall promptly report to us any amounts received, expected to be received, or sought by you from any third party in connection with an Eligible Chargeback, including without limitation any payments resulting from insurance coverage held by you or arrangements for reimbursement or fraud protection offered by a payment processor (collectively, “Third-Party Reimbursements”). Subject to your continued compliance with these Terms, if we determine in our reasonable discretion that you have been subject to a valid Eligible Chargeback for a given CeloPay request for which the Guarantee seal was applied, then we will pay you an amount equal to the lesser of (i) the actual total fees owed by you to an End User or financial institution as a result of the Eligible Chargeback; or (ii) $500.00 US dollars (the “Guarantee Payment”). Guarantee Payments will be made within sixty (60) days of approval and are limited to an aggregate of $6,000.00 US dollars in a calendar year.
1.3. Authorizations. You hereby authorize us: (i) to verify or validate the chargeback for which you provide a Chargeback Notice by communicating with, or obtaining data from, the applicable merchant, End User, and/or payment processor and by otherwise accessing the applicable merchant portals and other third-party platforms; and (ii) in our sole discretion, to dispute such chargebacks, and you agree to provide us all information regarding such chargeback and all authorizations to communicate with third parties necessary to enable us to verify, validate or dispute such chargeback.
1.4. Conditions. You represent and warrant to us that: (i) the information about the completed request that you provide to us as required under Section 1.2 is accurate and complete as of the the applicable Advisory Notice Date as reasonably determined by us; (ii) each Eligible Chargeback for which you provide a Chargeback Notice was issued or incurred (whichever is earlier) after the applicable Advisory Notice Date; (iii) and you have taken, and will take, all steps as required and/or requested by the applicable financial institution with respect to each completed request for which you submit a Chargeback Notice. Notwithstanding anything to the contrary set forth in these Terms, we will have no obligation to make the Guarantee Payment if: (1) you have failed to comply with any of these Terms, including the representations and warranties set forth in the immediately preceding sentence of this section 1.4, as reasonably determined by us; or (2) we are unable to correlate the Chargeback Notice with the applicable completed request. The parties hereby acknowledge and agree that your receipt of an Eligible Chargeback does not qualify as a breach of these Terms by us and the Guarantee Payment as set forth in this section 1.2 is our sole obligation and liability with respect to an Eligible Chargeback you received.
1.5. Representment. In the event you or we successfully disputes an Eligible Chargeback (in each case, the disputing party the “Representment Party”) with respect to a completed request for which we have paid you a Guarantee Payment, as indicated by notice of a voided chargeback from the financial institution that issued such Eligible Chargeback (“Chargeback Reversal)”, then the Representment Party must notify the other party by providing details regarding such Chargeback Reversal and the total amount refunded to you related to such Chargeback Reversal (“Chargeback Reimbursement”) within seven (7) days from the date the Representment Party received notice. We will increase the amount payable under each monthly invoice issued to reflect Chargeback Reimbursements applicable to the period of time covered by the invoice.
- Eligible Chargeback Reason Codes
2.1. Subject to change. Card processors may update their chargeback codes from time to time, which may not be fully reflected in these Terms. In case of a code or category omission as reported by the card processor, CeloPay will determine, in its sole discretion, the eligibility of a submitted chargeback for coverage under the Guarantee.
2.2. Eligible Reason Codes and Categories. The eligible reason codes and categories shall be: (i) Transaction Not Recognized (Visa – N/A, MasterCard – 37, American Express – N/A, Discover – AA); (ii) Fraud (Card Not Present) / No Cardholder Authorization (Visa – 10.4, MasterCard – 63, American Express – F24, F29, Discover – UA02, 7030). The following card processors and categories shall also be considered eligible: (i) Braintree – Fraud, Not Recognized; (ii) Stripe – Fraudulent, Unrecognized; (iii) PayPal – Claim Unauthorized, Chargeback Unauthorized, Fraud; (iv) Adyen (Europe) – Disputed Transactions (Reason Code 45); (v) Shopify – Fraudulent, Not Recognized.
2.3. Ineligible Reason Codes and Categories. Chargebacks received as the result of processing error and/or buyer-seller disputes are classified as non-fraudulent/authorized purchases and therefore not eligible for the Guarantee. The ineligible reason codes and categories shall be: (i) Item not received (Visa – 13.1, MasterCard – 55, American Express – C08, Discover – RG, 4755); (ii) Item not as described or defective merchandize (Visa – 13.3, MasterCard – 53, American Express – C09, C31, C32, Discover – RM, 4553); (iii) Credit not processed (Visa – 13.6, MasterCard – 60, American Express – C01-C07, Discover – RM, 4553); (iv) Declined Authorization/Authorization Not Obtained (Visa – 11.2, MasterCard – 4808, American Express – A02, Discover – 4752, 4754) . The following card processors and categories shall also be considered ineligible: (i) Braintree – Item not received, significantly not as described, general; (ii) Stripe – Product not received, Product unacceptable, Credit not processed, Duplicate, Subscription cancelled, General; (iii) PayPal – Item not received, Significantly not as described, Credit not processed; (iv) Shopify – Product not received, Product unacceptable, Duplicate, General.
- Term and Termination
3.1. Term. These Terms will commence on the earlier of the date on which you accept these Terms, become an active CeloPay subscriber, or otherwise access or use the CeloPay service, and will continue until terminated in accordance with these Terms.
3.2. Termination. CeloPay reserves the right to terminate the Guarantee program at anytime for any reason whatsoever. Upon termination of the Guarantee, no further chargebacks may be submitted and all obligations of CeloPay under these Terms shall immediately cease.