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Effective Date: The Payment Services Agreement is effective on 1 December 2020 for Merchants who signed up before 29 September 2020 or immediately for all new Merchants who signed up on or after 29 September 2020.
This Braintree Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this "Agreement"), is entered into by and between PayPal Canada Co, a Nova Scotia corporation whose principal business address is MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1 ("Braintree," “PayPal,” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant" or “you”). This Agreement sets out the terms and conditions under which you may utilize the Braintree Payment Services.
This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”):
This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the Braintree website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Statement and Acceptable Use Policy, as well as your applicable Bank Agreement(s), which are incorporated herein by this reference.
Date of contract(s) - Effective start date: This Agreement begins on the earlier of your creation of an account on the Braintree website, acceptance of this Agreement or use of the Braintree Payment Services.
Acquirer - Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal)
1(866) 319-7450
P.O. Box 219, Station D, Toronto, ON M6P 3J8
Cancellation of contract(s) and any applicable penalties - You may terminate this Agreement at any time and without penalty by providing PayPal with notice of your intent to terminate. We may terminate this Agreement in accordance with Section 8.01 of the Agreement.
Complaint handling procedures - For complaints directed to PayPal, please contact: Help Form
Transaction return policy - Fully and partially refunded transactions will incur a $.30 fee. No additional fees will be charged for voids.
Independent Sales Organization or Referral Agent (where applicable) - Independent Sales Organization: PayPal Canada Co. PayPal Canada Co acts as an independent sales organization for Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal).
Code of Conduct - You may access the Code of Conduct for the Credit and Debit Card Industry here.
Statements - You will receive paper statements by mail on a monthly basis, free of charge.
Payment card type: Fee (card not present)
1.01 “Braintree Payment Service(s)” means:
In exchange for us providing you with the Braintree Payment Services, you agree to pay us the fees, including applicable transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at https://www.braintreepayments.com/ca/braintree-pricing, and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a ninety (90) day notice period to you in the case of the introduction of a new fee or an increase of an existing fee related to credit or debit card transactions which applies to you, prior to such new fee or fee increase taking effect.
Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within ninety (90) calendar days after resolution of the dispute.
Subject to the terms of this Agreement, PayPal will instruct the Acquirer to remit to your Bank Account or to a Hyperwallet Settlement Account (if available to you), as duly nominated by you, all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to PayPal under this Agreement. If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon PayPal’s request, you agree to provide PayPal with all necessary bank account routing and related information and grant PayPal permission to debit amounts due from your Bank Account.
Merchant shall pay, indemnify, and hold PayPal harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on PayPal’s income, and (ii) all government permit fees, customs fees and similar fees which PayPal may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to PayPal hereunder.
With respect to Merchant’s account activity accessible through the Braintree Payment Services, Merchant may raise to PayPal any discrepancy relating to Transactions, Payouts, fees and amounts owed by Merchant under this Agreement. Merchant shall notify PayPal in writing of any such discrepancy within ninety (90) days of the date the data is made available to Merchant through the Braintree Payment Services. Following the expiration of this period, Merchant’s account activity shall be deemed as accepted and agreed by Merchant and PayPal shall have no obligation to correct any errors or discrepancies identified after such period.
In connection with your use of the Braintree Payment Services, you must comply with the Braintree Acceptable Use Policy: https://www.braintreepayments.com/ca/legal/acceptable-use-policy.
You agree that you will not:
Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its obligations under any agreement to which Merchant is a party.
Merchant is duly organized, authorized and in good standing under the laws of the province, region or country of its organization and is duly authorized to do business in all other provinces, regions or countries/regions in which Merchant’s business operates.
You are liable for all claims, expenses, fines and liability we incur arising out of:
In the event of an Invalidated Payment or other liability, in addition to our other rights and remedies (all of which are cumulative), we may (or instruct Acquirer to) deduct, set-off or recoup the amounts due to PayPal from your Payouts.
In addition to the above, if you have a past due amount owed to us or any of our affiliates under any other agreement, PayPal may instruct Acquirer to deduct the amounts owed from your Payouts. This includes amounts owed by your use of our various products and services which may include PayPal, Xoom and Hyperwallet.
You authorize PayPal, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize PayPal to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a PayPal customer, you are providing PayPal with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.
In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, PayPal reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Braintree Payment Services, and refuse or rescind any payment by your customers.
If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Braintree Payment Services, refusing to process any Transaction, reversing a Transaction, instructing Acquirer to hold your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.
PayPal, in its sole discretion, may instruct Acquirer to place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business, your Bank-sponsored Merchant Account, your PayPal account or your Transactions. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that PayPal determines in its sole discretion. PayPal may change the terms of the Reserve at any time by providing you with notice of the new terms.
PayPal may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
To secure your performance of this Agreement, you grant to PayPal a legal claim to the funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts.
In the event PayPal, in its sole discretion, believes there is a high level of risk associated with your business, your Bank-sponsored Merchant Account, your PayPal account or your Transactions, you shall duly cause to be delivered to PayPal a standby, unconditional, irrevocable letter of credit (the “Letter of Credit”) in the amount required by PayPal (the "Letter of Credit Amount"), with PayPal Canada Co. as beneficiary, by an acceptable bank and in a form and content satisfactory to PayPal in its sole discretion and within five (5) business days of PayPal's request. If at any time after delivery of the Letter of Credit PayPal determines that the Letter of Credit Amount does not cover PayPal’s potential risk related to processing your transactions hereunder or any other contract entered into by you and PayPal, then you agree to cause the Letter of Credit to be amended or to secure an additional Letter of Credit, within five (5) business days from our written request, in an amount to cover such exposure.
Merchant shall cause the Letter of Credit to be continuously maintained in effect until PayPal consents otherwise and shall furnish PayPal with a new or extended Letter of Credit at least sixty (60) days prior to the expiration of a Letter of Credit and ensure there is no gap in coverage. It shall be a default under this Agreement if a new or extended Letter of Credit is not provided. PayPal shall be entitled to draw the full amount of the Letter of Credit in such event.
PayPal may at any time make one or more draws from the Letter of Credit (without notice to you) up to the amount owed to PayPal hereunder or under any other contract between PayPal, its affiliates and you. PayPal may, but shall not be required to, apply or offset such proceeds of the Letter of Credit to cure such amounts owed to PayPal by Merchant. All fees and/or costs, including without limitation attorneys' fees and costs, incurred related to the Letter of Credit shall be paid solely by Merchant. Merchant authorizes PayPal, at its election, to charge Merchant's account(s) with PayPal for all such fees and costs.
In addition to all of PayPal’s other rights and remedies under this Agreement or applicable law, PayPal shall have the right to immediately terminate this Agreement in the event Merchant fails (i) to furnish PayPal with a Letter of Credit within the timeframes stated in this Section; or (ii) to maintain the Letter of Credit as provided herein. In addition, the delivery of the Letter of Credit shall not act as a cure or waiver of any now existing or hereafter arising breaches or defaults under the Agreement.
You agree to:
Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard ("Network PCI DSS Requirements") and any applicable Network data security requirements with regards to Merchant's use, access, and storage of certain credit card non-public personal information. In order to verify your compliance with Network PCI DSS Requirements, you must complete and demonstrate certification pursuant to the requirements that we notify to you. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Customer Data breach or incident to PayPal and/or the Networks immediately after discovery of the incident. You also agree to ensure data quality and that any Customer Data is processed promptly, accurately and completely, and complies with the Networks’ technical specifications.
PayPal agrees to comply with the applicable Payment Card Industry Data Security Standard ("PCI DSS"). 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 PayPal could impact the security of the cardholder data environment.
The parties agree to comply with the data protection addendum found here, which forms part of this Agreement. The terms of the data protection addendum prevail over any conflicting terms in this Agreement relating to data protection and privacy.
PayPal grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use PayPal’s APIs, developer’s toolkit, and other software in accordance with the accompanying documentation made available by PayPal for purposes of using the Braintree Payment Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Braintree Payment Services. If you do not comply with the documentation and any other requirements provided by PayPal, then you will be liable for all resulting damages suffered by you, PayPal and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.
PayPal grants you a revocable, non-exclusive, non-transferable license to use PayPal's trademarks used to identify the Braintree Payment Service (the "Trademarks") solely in conjunction with the use of the Braintree Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to PayPal (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.
Other than the express licenses granted by this Agreement, PayPal grants no right or license by implication, estoppel or otherwise to the Braintree Payment Service or any Intellectual Property Rights of PayPal. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of PayPal, in the Braintree Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.
Merchant hereby grants PayPal permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Braintree’s website, in customer listings, in interviews and in press releases.
The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Braintree Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
Upon any termination or expiry of this Agreement, Braintree agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide Braintree with all requested information including proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements and is level 1 PCI compliant. Braintree agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides Braintree with proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements (Level 1 PCI compliant) by providing Braintree a certificate or report on compliance with the Network PCI-DSS Requirements from a qualified provider and any other information reasonably requested by Braintree; (b) the transfer of such Card Information is compliant with the latest version of the Network PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Network Rules, and any applicable laws, rules or regulations (including data protection laws).
Merchant agrees to indemnify, defend, and hold harmless PayPal, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys' fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with PayPal or its suppliers in relation to your use of the Braintree Payment Services; (ii) your use of the Braintree Payment Services; and/or (iii) your violation of any applicable law, regulation, or Network Rules and requirements.
PAYPAL SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BRAINTREE PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PAYPAL’S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY MERCHANT TO PAYPAL UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
THE BRAINTREE PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. PAYPAL DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PAYPAL OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PAYPAL’S OBLIGATIONS.
The parties acknowledge that the Braintree Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, PayPal does not guarantee continuous or uninterrupted access to the Braintree Payment Services. Merchant further acknowledges that access to the Braintree website or to the Braintree Payment Services may be restricted for maintenance. PayPal will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, PayPal will not be liable for any interruption, outage, or failure to provide the Braintree Payment Services.
The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause and without penalty, by providing PayPal with notice of your intent to terminate, or by ceasing to use the Braintree Payment Services.
PayPal may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Networks, the Acquirer, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Braintree Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in PayPal’s sole discretion. In the event that PayPal must terminate this Agreement, PayPal shall provide you with written notice as soon as reasonably practicable.
After termination by either party as described above, Merchant shall no longer have access to, and shall cease all use of the Braintree Payment Services. Any termination of this Agreement does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.
If there is no processing activity through your Bank-sponsored Merchant Account(s) for a period of 12 months or longer, PayPal may close such inactive Bank-sponsored Merchant Account(s) and terminate the Braintree Payment Services upon written notice. You will remain liable for all outstanding obligations under this Agreement related to your Bank-sponsored Merchant Account(s) prior to closure.
The relationship of PayPal and Merchant is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of PayPal, nor do they have any authority to bind PayPal by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of PayPal. PayPal may assign this Agreement in its sole discretion without the written consent of Merchant.
We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of our website. The revised version will be effective at the time we post it. In addition, if our changes reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ prior notice by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.
This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination), 9 (General Provisions), and Exhibit “A” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.
You consent to receive autodialed or prerecorded calls and text messages from PayPal at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
PayPal may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with PayPal or its agents for quality control and training purposes or for its own protection.
If you have a question or complaint relating to the Braintree Payment Services or your Transactions, please contact the PayPal customer support as defined in the “Contact” tab of the Braintree website.
The general terms and conditions for the Braintree Payment Services will be available at all times on www.braintreepayments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.
Effective Date: The Payment Services Agreement is effective on 23 December 2019 for Merchants who signed up before 19 August 2019 or immediately for all new Merchants who signed up on or after 19 September 2019.
This Braintree Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this "Agreement"), is entered into by and between PayPal Canada Co, a Nova Scotia corporation whose principal business address is MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1 ("Braintree," “PayPal,” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant" or “you”). This Agreement sets out the terms and conditions under which you may utilize the Braintree Payment Services.
This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”):
This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the Braintree website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Policy and Acceptable Use Policy, as well as your applicable Bank Agreement(s), which are incorporated herein by this reference.
Date of contract(s) - Effective start date: This Agreement begins on the earlier of your creation of an account on the Braintree website, acceptance of this Agreement or use of the Braintree Payment Services.
Acquirer - Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal)
1(866) 319-7450
P.O. Box 219, Station D, Toronto, ON M6P 3J8
Cancellation of contract(s) and any applicable penalties - You may terminate this Agreement at any time and without penalty by providing Braintree with notice of your intent to terminate. We may terminate this Agreement in accordance with Section 8.01 of the Agreement.
Complaint handling procedures - For complaints directed to Braintree, please contact: Help Form
Transaction return policy - Fully and partially refunded transactions will incur a $.30 fee. No additional fees will be charged for voids.
Independent Sales Organization or Referral Agent (where applicable) - Independent Sales Organization: PayPal Canada Co. PayPal Canada Co acts as an independent sales organization for Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal).
Code of Conduct - You may access the Code of Conduct for the Credit and Debit Card Industry here.
Statements - You will receive paper statements by mail on a monthly basis, free of charge.
Payment card type: Fee (card not present)
1.01 “Braintree Payment Service(s)” means:
In exchange for us providing you with the Braintree Payment Services, you agree to pay us the fees, including applicable transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at https://www.braintreepayments.com/ca/braintree-pricing, and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a ninety (90) day notice period to you in the case of the introduction of a new fee or an increase of an existing fee related to credit or debit card transactions which applies to you, prior to such new fee or fee increase taking effect.
Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within ninety (90) calendar days after resolution of the dispute.
Subject to the terms of this Agreement, Braintree will instruct the Acquirer to remit to your Bank Account or to a Hyperwallet Settlement Account (if available to you), as duly nominated by you, all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to Braintree under this Agreement. If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon Braintree’s request, you agree to provide Braintree with all necessary bank account routing and related information and grant Braintree permission to debit amounts due from your Bank Account.
Merchant shall pay, indemnify, and hold Braintree harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Braintree’s income, and (ii) all government permit fees, customs fees and similar fees which Braintree may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to Braintree hereunder.
With respect to Merchant’s account activity accessible through the Braintree Payment Services, Merchant may raise to Braintree any discrepancy relating to Transactions, Payouts, fees and amounts owed by Merchant under this Agreement. Merchant shall notify Braintree in writing of any such discrepancy within ninety (90) days of the date the data is made available to Merchant through the Braintree Payment Services. Following the expiration of this period, Merchant’s account activity shall be deemed as accepted and agreed by Merchant and Braintree shall have no obligation to correct any errors or discrepancies identified after such period.
In connection with your use of the Braintree Payment Services, you must comply with the Braintree Acceptable Use Policy: https://www.braintreepayments.com/ca/legal/acceptable-use-policy.
You agree that you will not:
Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its obligations under any agreement to which Merchant is a party.
Merchant is duly organized, authorized and in good standing under the laws of the province, region or country of its organization and is duly authorized to do business in all other provinces, regions or countries/regions in which Merchant’s business operates.
You are liable for all claims, expenses, fines and liability we incur arising out of:
In the event of an Invalidated Payment or other liability, in addition to our other rights and remedies (all of which are cumulative), we may (or instruct Acquirer to) deduct, set-off or recoup the amounts due to Braintree from your Payouts.
In addition to the above, if you have a past due amount owed to us or any of our affiliates under any other agreement, Braintree may instruct Acquirer to deduct the amounts owed from your Payouts. This includes amounts owed by your use of our various products and services which may include PayPal, Xoom and Hyperwallet.
You authorize Braintree, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize Braintree to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a Braintree customer, you are providing Braintree with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.
In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, Braintree reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Braintree Payment Services, and refuse or rescind any payment by your customers.
If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Braintree Payment Services, refusing to process any Transaction, reversing a Transaction, instructing Acquirer to hold your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.
Braintree, in its sole discretion, may instruct Acquirer to place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business, your Bank-sponsored Merchant Account, your PayPal account or your Transactions. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that Braintree determines in its sole discretion. Braintree may change the terms of the Reserve at any time by providing you with notice of the new terms.
Braintree may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
To secure your performance of this Agreement, you grant to Braintree a legal claim to the funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts.
In the event Braintree, in its sole discretion, believes there is a high level of risk associated with your business, your Bank-sponsored Merchant Account, your PayPal account or your Transactions, you shall duly cause to be delivered to Braintree a standby, unconditional, irrevocable letter of credit (the “Letter of Credit”) in the amount required by Braintree (the "Letter of Credit Amount"), with PayPal Canada Co. as beneficiary, by an acceptable bank and in a form and content satisfactory to Braintree in its sole discretion and within five (5) business days of Braintree's request. If at any time after delivery of the Letter of Credit Braintree determines that the Letter of Credit Amount does not cover Braintree’s potential risk related to processing your transactions hereunder or any other contract entered into by you and Braintree, then you agree to cause the Letter of Credit to be amended or to secure an additional Letter of Credit, within five (5) business days from our written request, in an amount to cover such exposure.
Merchant shall cause the Letter of Credit to be continuously maintained in effect until Braintree consents otherwise and shall furnish Braintree with a new or extended Letter of Credit at least sixty (60) days prior to the expiration of a Letter of Credit and ensure there is no gap in coverage. It shall be a default under this Agreement if a new or extended Letter of Credit is not provided. Braintree shall be entitled to draw the full amount of the Letter of Credit in such event.
Braintree may at any time make one or more draws from the Letter of Credit (without notice to you) up to the amount owed to PayPal hereunder or under any other contract between Braintree, its affiliates and you. Braintree may, but shall not be required to, apply or offset such proceeds of the Letter of Credit to cure such amounts owed to Braintree by Merchant. All fees and/or costs, including without limitation attorneys' fees and costs, incurred related to the Letter of Credit shall be paid solely by Merchant. Merchant authorizes Braintree, at its election, to charge Merchant's account(s) with Braintree for all such fees and costs.
In addition to all of Braintree’s other rights and remedies under this Agreement or applicable law, Braintree shall have the right to immediately terminate this Agreement in the event Merchant fails (i) to furnish Braintree with a Letter of Credit within the timeframes stated in this Section; or (ii) to maintain the Letter of Credit as provided herein. In addition, the delivery of the Letter of Credit shall not act as a cure or waiver of any now existing or hereafter arising breaches or defaults under the Agreement.
You agree to:
Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard ("Network PCI DSS Requirements") and any applicable Network data security requirements with regards to Merchant's use, access, and storage of certain credit card non-public personal information. In order to verify your compliance with Network PCI DSS Requirements, you must complete and demonstrate certification pursuant to the requirements that we notify to you. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Customer Data breach or incident to Braintree and/or the Networks immediately after discovery of the incident. You also agree to ensure data quality and that any Customer Data is processed promptly, accurately and completely, and complies with the Networks’ technical specifications.
Braintree agrees to comply with the applicable Payment Card Industry Data Security Standard ("PCI DSS"). Braintree 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 Braintree could impact the security of the cardholder data environment.
All Customer Data shall be owned by Merchant and Merchant hereby grants Braintree a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Braintree Payment Services, including the collection, processing and use of Customer Data for the purposes of Braintree providing and improving the Fraud Maintenance Tools as part of the Braintree Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer. Merchant undertakes to provide all notices and obtain all consents necessary for Braintree’s use of Customer Data set out above.
The data protection terms applicable to this Agreement are set out in Exhibit A (Data Protection Addendum) and are hereby incorporated by reference into this Agreement.
Braintree grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use Braintree’s APIs, developer’s toolkit, and other software in accordance with the accompanying documentation made available by Braintree for purposes of using the Braintree Payment Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Braintree Payment Services. If you do not comply with the documentation and any other requirements provided by Braintree, then you will be liable for all resulting damages suffered by you, Braintree and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.
Braintree grants you a revocable, non-exclusive, non-transferable license to use Braintree's trademarks used to identify the Braintree Payment Service (the "Trademarks") solely in conjunction with the use of the Braintree Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Braintree (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.
Other than the express licenses granted by this Agreement, Braintree grants no right or license by implication, estoppel or otherwise to the Braintree Payment Service or any Intellectual Property Rights of Braintree. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of Braintree, in the Braintree Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.
Merchant hereby grants Braintree permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Braintree’s website, in customer listings, in interviews and in press releases.
The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Braintree Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
Merchant agrees to indemnify, defend, and hold harmless Braintree, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys' fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with Braintree or its suppliers in relation to your use of the Braintree Payment Services; (ii) your use of the Braintree Payment Services; and/or (iii) your violation of any applicable law, regulation, or Network Rules and requirements.
BRAINTREE SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BRAINTREE PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF BRAINTREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BRAINTREE’S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY MERCHANT TO BRAINTREE UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
THE BRAINTREE PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. BRAINTREE DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRAINTREE OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BRAINTREE’S OBLIGATIONS.
The parties acknowledge that the Braintree Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, Braintree does not guarantee continuous or uninterrupted access to the Braintree Payment Services. Merchant further acknowledges that access to the Braintree website or to the Braintree Payment Services may be restricted for maintenance. Braintree will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, Braintree will not be liable for any interruption, outage, or failure to provide the Braintree Payment Services.
The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause and without penalty, by providing Braintree with notice of your intent to terminate, or by ceasing to use the Braintree Payment Services.
Braintree may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Networks, the Acquirer, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Braintree Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in Braintree’s sole discretion. In the event that Braintree must terminate this Agreement, Braintree shall provide you with written notice as soon as reasonably practicable.
After termination by either party as described above, Merchant shall no longer have access to, and shall cease all use of the Braintree Payment Services. Any termination of this Agreement does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.
If there is no processing activity through your Bank-sponsored Merchant Account(s) for a period of 12 months or longer, Braintree may close such inactive Bank-sponsored Merchant Account(s) and terminate the Braintree Payment Services upon written notice. You will remain liable for all outstanding obligations under this Agreement related to your Bank-sponsored Merchant Account(s) prior to closure.
The relationship of Braintree and Merchant is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Braintree, nor do they have any authority to bind Braintree by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of Braintree. Braintree may assign this Agreement in its sole discretion without the written consent of Merchant.
We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of our website. The revised version will be effective at the time we post it. In addition, if our changes reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ prior notice by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.
This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination), 9 (General Provisions), Exhibit “A” (Data Protection Addendum) and Exhibit “B” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.
You consent to receive autodialed or prerecorded calls and text messages from Braintree at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
Braintree may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Braintree or its agents for quality control and training purposes or for its own protection.
If you have a question or complaint relating to the Braintree Payment Services or your Transactions, please contact the Braintree customer support as defined in the “Contact” tab of the Braintree website.
The general terms and conditions for the Braintree Payment Services will be available at all times on www.braintreepayments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.
This Data Protection Addendum (“Addendum”) is entered into between Merchant and PayPal Canada Co, a Nova Scotia corporation whose principal business address is MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1 ("Braintree" or “PayPal”) (collectively the “Parties”). This Addendum shall form part of the Payment Services Agreement between Merchant and Braintree (the “Agreement”) in accordance with the “Effect of this Addendum” section below.
Capitalized terms used but not defined in this Addendum shall have the meaning set out in the Agreement.
EFFECT OF THIS ADDENDUM
This Addendum amends and forms part of the Agreement, and is effective as of the Effective Date of the Agreement.
1.1 The following terms have the following meanings when used in this Addendum:
1.2 Addendum. This Addendum comprises (i) sections 1 to 4, being the main body of the Addendum; (ii) Attachment 1; (iii) Attachment 2; and (iv) Attachment 3.
2.1 Braintree is the controller in respect of Merchant Data and may use it for the following purposes as provided for in the Braintree Privacy Policy:
2.1.1 as reasonably necessary to provide the Services to Merchant;
2.1.2 to conduct anti-money laundering, know your customer and fraud checks on the Merchant;
2.1.3 to market to the employees and contractors of Merchant; and
2.1.4 any other purpose that it notifies (or Merchant agrees to notify on its behalf) to the employees and contractors of Merchant in accordance with Data Protection Laws.
2.2 Braintree shall comply with the requirements of the Data Protection Laws applicable to controllers in respect of the use of Merchant Data under this Agreement (including without limitation, by implementing and maintaining at all times all appropriate security measures in relation to the processing of Merchant Data and by maintaining a record of all processing activities carried out in respect of Merchant Data) and shall not knowingly do anything or permit anything to be done with respect to the Merchant Data which might lead to a breach by the Merchant of the Data Protection Laws.
2.3 With regard to any Customer Data to be processed by Braintree in connection with this Agreement, Merchant will be a controller and Braintree will be a processor in respect of such processing. Merchant will be solely responsible for determining the purposes for which and the manner in which Customer Data are, or are to be, processed.
2.4. Braintree shall only process Customer Data on behalf of and in accordance with Merchant’s written instructions. The Parties agree that this Addendum is Merchant's complete and final written instruction to Braintree in relation to Customer Data. Additional instructions outside the scope of this Addendum (if any) require prior written agreement between Braintree and Merchant, including agreement of any additional fees payable by Merchant to Braintree for carrying out such additional instructions. Merchant shall ensure that its instructions comply with all applicable laws, including Data Protection Laws, and that the processing of Customer Data in accordance with Merchant's instructions will not cause Braintree to be in breach of Data Protection Laws. Merchant hereby instructs Braintree to process Customer Data for the following purposes:
2.4.1 as reasonably necessary to provide the Services to Merchant;
2.4.2 after anonymizing the Customer Data, to use that anonymized Customer Data, directly or indirectly, which is no longer identifiable personal data, for any purpose whatsoever.
2.5 In relation to Customer Data processed by Braintree under this Agreement, Braintree shall co-operate with Merchant to the extent reasonably necessary to enable Merchant to adequately discharge its responsibility as a controller under Data Protection Laws, including without limitation that Braintree shall cooperate and provide Merchant with such reasonable assistance as Merchant requires in relation to:
2.5.1. assisting Merchant in the preparation of data protection impact assessments to the extent required of Merchant under Data Protection Laws; and
2.5.2 responding to binding requests for the disclosure of information as required by local laws, provided always that where the request is from a non-EEA law enforcement agency Braintree will (a) inform Merchant of the request, the data concerned, response time, the identity of the requesting body and the legal basis for the request; (b) wait for Merchant’s instructions provided the instruction and the opinion are received within a reasonable period of time, which shall be assessed in light of the time period afforded by the law enforcement agency to Braintree; (c) where Braintree is prohibited from informing Merchant about the law enforcement agency’s request, take reasonable steps to have this prohibition waived and to make available relevant information about the request as soon as possible to Merchant (these efforts will be documented); and (d) where the prohibition cannot be waived, compile a list, in compliance with its national law and on an annual basis, of the number of such requests received, the type of Customer Data requested and the identity of the law enforcement agency concerned and make it available to the Customer’s data protection authority annually on request (in which circumstances Braintree will be acting as a controller).
2.6 Scope and Details of Customer Data processed by Braintree. The objective of processing Customer Data by Braintree is the performance of the Services pursuant to the Agreement. Braintree shall process the Customer Data in accordance with the specified duration, purpose, type and categories of data subjects as set out in Attachment 3 (Data Processing of Customer Data).
2.7 The Parties will at all times comply with Data Protection Laws.
2.8 Merchant undertakes to provide all notices and obtain all consents necessary for Braintree’s use of Merchant Data and Customer Data set out above.
This section 3 applies only to the extent that Braintree acts as a processor or Sub-processor to Merchant. It does not apply where Braintree acts as a controller.
3.1 Correction, Blocking and Deletion. To the extent Merchant, in its use of the Services, does not have the ability to correct, amend, block or delete Customer Data, as required by Data Protection Laws, Braintree shall comply with any commercially reasonable request by Merchant to facilitate such actions to the extent Braintree is legally permitted to do so. To the extent legally permitted, Merchant shall be responsible for any costs arising from Braintree’s provision of such assistance.
3.2 Data Subject Requests. Braintree shall, to the extent legally permitted, promptly notify Merchant if it receives a request from a Customer for access to, correction, amendment or deletion of that Customer’s personal data. Braintree shall not respond to any such Customer request without Merchant’s prior written consent except to confirm that the request relates to Merchant to which Merchant hereby agrees. Braintree shall provide Merchant with commercially reasonable cooperation and assistance in relation to handling of a Customer's request for access to that person’s personal data, to the extent legally permitted and to the extent Merchant does not have access to such Customer Data through its use of the Services. If legally permitted, Merchant shall be responsible for any costs arising from Braintree’s provision of such assistance.
3.3 Confidentiality. Braintree shall ensure that its personnel engaged in the processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Braintree shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
3.4 Training. Braintree undertakes to provide training as necessary from time to time to the Braintree personnel with respect to Braintree's obligations in this Addendum to ensure that the Braintree personnel are aware of and comply with such obligations.
3.5 Limitation of Access. Braintree shall ensure that access by Braintree's personnel to Customer Data is limited to those personnel performing Services in accordance with the Agreement.
3.6 Data Protection Officer. Members of the PayPal Group have appointed a data protection officer where such appointment is required by Data Protection Laws. The appointed person may be reached at
Attn: Privacy Officer
PayPal Canada Co.
MaRS Centre, West Tower
661 University Avenue, Suite 506
Toronto, ON M5G 1M1
3.7 Sub-processors. Merchant specifically authorizes the engagement of members of the PayPal Group as Sub-processors in connection with the provision of the Services. In addition, Merchant generally authorizes the engagement of any other third parties as Sub-processors in connection with the provision of the Services. When engaging any Sub-processor, Braintree will execute a written contract with the Sub-processor which contains terms for the protection of Customer Data which are no less protective than the terms set out in this Addendum.
3.7.1 List of Current Sub-processors and Notification of New Sub-processors. Braintree shall make available to Merchant a current list of Sub-processors for the respective Services with the identities of those Sub-processors (“Sub-processor List”). The Sub-processor List is included in Attachment 1 to this Addendum. Where a Sub-processor is proposed to be changed Braintree shall provide prior notice by email to Merchant before implementing such change.
3.7.2 Objection Right for new Sub-processors. If Merchant has a reasonable basis to object to Braintree’s use of a new Sub-processor, Merchant shall notify Braintree promptly in writing within two (2) months after receipt of Braintree’s notice. In the event Merchant objects to a new Sub-processor(s) and that objection is not unreasonable Braintree will use reasonable efforts to make available to Merchant a change in the affected Services or recommend a commercially reasonable change to Merchant’s configuration or use of the affected Services to avoid processing of personal data by the objected-to new Sub-processor without unreasonably burdening Merchant. If Braintree is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Merchant may terminate the Agreement in respect only of those Services which cannot be provided by Braintree without the use of the objected-to new Sub-processor, by providing no less than sixty (60) days' written notice to Braintree. Merchant shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.
3.8 Audits and Certifications. Where requested by Merchant, subject to the confidentiality obligations set forth in the Agreement, Braintree shall make available to Merchant (or Merchant’s independent, third-party auditor that is not a competitor of Braintree or any members of PayPal or the PayPal Group) information regarding Braintree’s compliance with the obligations set forth in this Addendum in the form of the third-party certifications and audits (if any) set forth in the Privacy Policy set out on our website. Merchant may contact Braintree in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of personal data. Merchant shall reimburse Braintree for any time expended for any such on-site audit at Braintree’s then-current professional services rates, which shall be made available to Merchant upon request. Before the commencement of any such on-site audit, Merchant and Braintree shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Merchant shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Braintree. Merchant shall promptly notify Braintree with information regarding any non-compliance discovered during the course of an audit.
3.9 Security. Braintree shall, as a minimum, implement and maintain appropriate technical and organizational measures as described in Attachment 2 to this Addendum to keep Customer Data secure and protect it against unauthorized or unlawful processing and accidental loss, destruction or damage in relation to the provision of the Services. Since Braintree provides the Services to all Merchants uniformly via a hosted, web-based application, all appropriate and then-current technical and organizational measures apply to Braintree’s entire customer base hosted out of the same data center and subscribed to the same service. Merchant understands and agrees that the technical and organizational measures are subject to technical progress and development. In that regard, Braintree is expressly permitted to implement adequate alternative measures as long as the security level of the measures is maintained in relation to the provision of the Services. In the event of any detrimental change Braintree shall provide a notification together with any necessary documentation to Merchant by email or publication on a website easily accessible by Merchant.
3.10 Security Incident Notification. If Braintree becomes aware of a Security Incident in connection with the processing of Customer Data, Braintree will: (a) notify Merchant of the Security Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Data.
3.11 Details of Security Incident. Notifications made under section 3.10 (Security Incident Notification) will describe, to the extent possible, reasonable details of the Security Incident, including steps taken to mitigate the potential risks.
3.12 Communication. Braintree will deliver its notification of any Security Incident to one or more of Merchant's administrators by any means Braintree selects, including via email. Merchant is solely responsible for maintaining accurate contact information and ensuring that any contact information is current and valid.
3.13 Deletion. Upon termination or expiry of the Agreement, Braintree will delete or return to Merchant all Customer Data processed on behalf of the Merchant, and Braintree shall delete existing copies of such Customer Data except where necessary to retain such Customer Data strictly for the purposes of compliance with applicable law.
3.14 Data Portability. Upon any termination or expiry of this Agreement, Braintree agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide Braintree with all requested information including proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements and is level 1 PCI compliant. Braintree agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides Braintree with proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements (Level 1 PCI compliant) by providing Braintree a certificate or report on compliance with the Network PCI-DSS Requirements from a qualified provider and any other information reasonably requested by Braintree; (b) the transfer of such Card Information is compliant with the latest version of the Network PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Network Rules, and any applicable laws, rules or regulations (including Data Protection Laws).
This Addendum shall take effect between, and become legally binding on the Parties on the date determined by “Effect of this Addendum” section above.
Sub-processor List
The following technical and organizational measures will be implemented:
Data Processing of Customer Data
Categories of data subjects
Customer Data – The personal data that the Customer provides to Merchant and Merchant passes on to Braintree through the use by the Customer of the Braintree Payment Services.
Subject-matter of the processing
The payment processing services offered by Braintree which provides Merchant with the ability to accept credit cards, debit cards, and other payment methods on a website or mobile application from Customers.
The payment processing services include the optional use of Fraud Maintenance Tools by Merchant to detect fraudulent transactions.
Nature and purpose of the processing
Braintree processes Customer Data that is sent by the Merchant to Braintree for purposes of obtaining verification or authorization of the Customer’s payment method as payment to the Merchant for the sale goods or services.
Braintree processes Customer Data that is collected by Braintree or sent from Merchant to Braintree for the purposes of Braintree making the Fraud Maintenance Tools available to Merchant. Braintree collects, processes and uses Customer Data on behalf of Merchant in order to analyze the Customer Data and use it to identify fraudulent transactions on Merchants’ websites or mobile applications as further described in the Payment Services Agreement.
Type of personal data
Customer Data – Merchant shall inform Braintree of the type of Customer Data Braintree is required to process under this Agreement. Should there be any changes to the type of Customer Data Braintree is required to process then Merchant shall notify Braintree immediately. Braintree processes the following Customer Data, as may be provided by the Merchant to Braintree from time to time:
Full name……………………………………………
Date of birth……………………………………………
Home address……………………………………………
Shipping address……………………………………………
Work address……………………………………………
Billing address……………………………………………
Email address……………………………………………
Telephone number……………………………………………
Fax number……………………………………………
Government ID number……………………………………………
Bank account number and bank routing number……………………………………………
Financial account number……………………………………………
Card or payment instrument type……………………………………………
Card Primary Account Number (PAN) or Device-specific Primary Account Number (DPAN)
……………………………………………
Card Verification Value (CVV)……………………………………………
Card expiration date……………………………………………
Business tax ID……………………………………………
Username……………………………………………
Password……………………………………………
IP address……………………………………………
Device data*……………………………………………
Browser data*……………………………………………
*As further detailed in the Fraud Maintenance Tools documentation made available by Braintree from time to time.
Special categories of data (if relevant)
The transfer and processing of special categories of data is not anticipated.
Duration of Processing
The term of the Agreement.
