Terms and Conditions
We are Dlocal LLP (“we”, “us” or “Dlocal” the “Processor”), a company registered in England and Wales and with our registered office at 4 King’s Bench Walk, Temple, London, EC4Y 7DL, United Kingdom.
This Agreement and Term & Conditions (together the “Agreement”) is a contract between you (“you”, the “user” or the “Merchant”) and governs your use of Dlocal Direct Services and to offer Payouts (if applicable).
By using our services, you confirm that you accept these Agreement and our Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Services. Please note that you agree to be bound by these Terms and the other documents expressly referred to in it, from the time that you register to use the Services up until the time your Account is terminated.
This is an important document which you must consider carefully when choosing whether to use the Dlocal Services. Please note the following risks of using Dlocal Services:
a) Payments received in your Account may be reversed at a later time, for example, if a payment is subject to a Chargeback, Reversal, Claim or is otherwise invalidated. This means that a payment may be reversed from your Account after you have provided the sender the goods or services that were purchased.
b) We may close, suspend, or limit your access to your Account or the Dlocal Services, and/or limit access to your funds if you violate this Agreement, the Dlocal Acceptable Use Policy, or any other agreement you enter into with Dlocal.
c) You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Dlocal Direct Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause c). Every time you wish to use our Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on February 2022.
“Account” means the user’s account created after registration to use the Services.
“Available Amount” has the meaning specified in Clause 7 b (i).
"Business Days" means any day other than: (i) a Saturday or Sunday; (ii) a holiday and/or; (iii) a day on which banking institutions are Authorized by law in UK by a regulatory order to be closed.
"Chargeback" means a circumstance whereby the Customer claims that the products and/or services were not received and therefore demands to be refunded the payment made for that product and/or service.
“Deposit” has the meaning specified in Clause 7 a;
"Dlocal Direct Service" means the payment processing solution which enables users to pay for the purchase of goods or services: (i) directly from accounts held in selected Bank institutions; (ii) through cash payments; (iv) through credit or debit Cards; or (v) through other payment methods offered by the Processor;
"Fees" means those amounts stated in Clause 9 of this Agreement.
"Information" means any Account information that you provide to us, including but not limited to personal information, financial information, or other information related to you or your business.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Merchant" and “Seller” are used interchangeably and mean a User who is selling goods and/or services and using Dlocal Direct Services to receive payments.
“Payment Processing Services” means the payment processing services provided by the Processor through Dlocal Direct pursuant to these Terms & Conditions; and the processing of Payouts.
“Payouts” means the amount transferred by the Processor to a Customer’s bank account on the written instruction of the PSP
"Policy" or "Policies" means any Policy or other agreement between you and Dlocal that you entered in connection with your use of the Dlocal Direct Services.
"Restricted Activities" means those activities described in Section 6 of this Agreement.
3.1 Payment Services
The Merchant appoints and retains the Processor as its [exclusive] provider of Payment Processing Services in the Territory with respect to its Customers.
The Merchant agrees to accept payment by Dlocal Direct for its online sales and to offer Payouts to its Customers.
The Processor shall assume the obligation to meet the financial obligations arising from the proper use of the payment processing methods in accordance with the terms of this Agreement.
By using Dlocal Direct, you will be able to accept online payments for the products and/or services offered in your website from end users or offer Payouts.
Dlocal Direct Service is payment processing solution which enables users to pay for the purchase of goods or services: (i) directly from accounts held in selected Bank institutions; (ii) through cash payments; (iv) through credit or debit Cards; (v) through other payment methods offered by the Processor and or offer Payouts;
You must be at least 18 years old to register on our Website and to use our Services. We will not provide the Services to you if you do not satisfy this age requirement. If you are under 18 years old, please do not attempt to use our Services.
By using our Services, you warrant that you have the right, authority and capacity to enter into and be bound by these Terms.
3.3 Merchant’s KYC Information
a) Your contact information. It is your responsibility to keep your primary email address up to date so that Dlocal can communicate with you electronically. You understand and agree that if Dlocal sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, Dlocal will be deemed to have provided the communication to you effectively. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Dlocal to your email address book so that you will be able to view the communications we send to you.
b) Identity Verification. You authorize Dlocal, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or documentation, requiring you to provide a taxpayer or national identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your Information against third party databases or through other sources.
c) Supporting documentation. You are required to provide Dlocal with all documentation that may be requested from you time to time in order to comply with international standards in terms of Anti-Money Laundry.
d) User acknowledge that the KYC documentation requested by Dlocal is mandatory in order to use Dlocal Direct Services. Until the KYC is complete, the User will have a limited capability of processing. You will be unable to receive your funds in your account until the KYC is completed.
e) If the KYC is not successfully completed within 30 days from the opening of the account, the User will be unable to continue processing and the account shall be inactivated. Only once all the requested documentation has been provided, the User will be capable to request the transfer of the Funds and the close of the account or continue accepting payments through the account.
a) In order to use Dlocal Direct Services you must register and create an Account.
b) We may request, at any time (via email, telephone or any other means), any information or documentation that can prove your identity, address and/or authenticity of the transactions. You agree to provide us with true, precise and complete information.
c) Upon completing the registration process you will create an Account and receive a password, a username and an account number. You must not create more than one Account for your own use of the Website or the Services.
d) Your Account is personal and shall not be transferred to any individual. In the event that another individual accesses the Account due to you having provided any of your account details, you shall be liable for this individual's access. You shall compensate us for all and any losses, damages, costs and expenses we may suffer as a result of any failure by you to keep your account details confidential.
e) You are responsible for: (i) maintaining the confidentiality of the password and username; (ii) not permitting others to use your Account; (iii) not using the Accounts of other Users; (iv) refraining from selling, trading, or otherwise transferring your Account to another party; (v) immediately notifying us via email at [email protected] if you have any suspicion of unauthorized use of your password or Account or any other breach of security, including unauthorized use of your debit or credit card.
f) You must not provide false account details, which include but are not limited to your name, email address, age or location. In the event that we have reasons to believe that you have provided us with false account details, we reserve the right to terminate the provision of our Services to you and restrict your access, suspend or cancel your Account without prior notice. You agree to hold us harmless against any falsehood or inaccuracy contained in the information you provide us.
g) You warrant that the email address with which you register your Account is an active, valid email address controlled by you.
a) You are responsible for providing and paying for any means and equipment necessary to enable your access to the Services.
b) You agree not to disguise, or interfere in any way with, the IP address of the device you are using to access the Services or otherwise take steps to prevent us from correctly identifying the actual IP Address of the device you are using whilst accessing the Services.
c) When using our Services, you warrant that you are in compliance with all relevant and applicable laws and regulations of whatever country you are physically located and with all Dlocal’s policies. You shall only use the Services for lawful purposes.
d) You shall not use the Services to receive or transmit material that is obscene, harassing, and defamatory, in breach of confidentiality or violation of any Intellectual Property Rights.
e) Without prejudice to the right of initiating legal proceedings or reporting the fact to the relevant authorities, in the event that we have reasons to believe that you are making any illegal and/or unauthorised use of the Services, we reserve the right to restrict your access, suspend or cancel your Account without prior notice. Illegal and/or unauthorised use of the Services includes but is not limited to:
(i) using the Services without satisfying the age requirement of at least 18 years old;
(i) submitting false, inappropriate or inaccurate account details or personal data to us;
(i) registering and/or using more than one Account;
(i) engaging in any illegal and/or fraudulent activity;
(i) acting in a manner that is detrimental to the conduct of our business or which may result in legal liability for you, us or a third party; and
(i) providing, creating or disseminating computer viruses.
(i) Imposing surcharge or any other fee for accepting Dlocal Direct as a payment method without our prior written consent. You may charge a handling fee in connection with the sale of goods or services, as long as the handling fee is not higher than the handling fee you charge for non-Dlocal transactions.
f) Dlocal will operate the Website with the reasonable skill and care of an online service provider based on the relevant industry standard.
g) Dlocal will use its reasonable endeavors to maintain the operation of the Website and the Services. Whenever it is necessary to temporarily suspend the Services for operational or other reasons, Dlocal will use its reasonable endeavors to restore the Website and re-establish the provision of the Services.
h) The user acknowledges and agrees that any payment processed via the Services may be subject to limits and conditions imposed by the applicable legislation and any regulation authority, and that Dlocal reserves the right to restrict the maximum amount of any transaction processed by Dlocal accordingly.
i) Dlocal may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party so as to enable or facilitate the provision of the Services to the user.
j) The user accepts and authorizes the exchanging rates used by Dlocal.
k) Dlocal reserves the right to refuse the process transactions through the Services where such transactions are not complaint with the applicable legislation, any regulation authority codes of practice or Dlocal’s policies or operations standards.
l) The user acknowledges and agrees that any transfer of funds made via the Services have the sole purpose of allowing users to make payments in good faith in your Websites, and that none of these payments shall be considered as a credit granted by Dlocal to the user.
In connection with your use of Dlocal Direct Services, you will not:
(i) Breach this Agreement, or any other Policy that you have agreed to with Dlocal;
(i) Violate any law, statute, ordinance, or regulation;
(i) Infringe Dlocal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(i) Sell counterfeit goods;
(i) Act in a manner that is defamatory, trade libelous, threatening or harassing to our employees, agents or other Users;
(i) Provide false, inaccurate or misleading Information;
(i) Engage in potentially fraudulent or suspicious activity and/or transactions;
(i) Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
(i) Conduct your business or use the Dlocal Direct Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to other Users, third parties or you;
(i) Use your Account or Dlocal Direct Services in a manner that Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
(i) Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
(i) Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
(i) Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website;
(i) Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
(i) seek to copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from Dlocal Direct except as otherwise agreed in this Agreement;
(i) obtain or claim any ownership in any software (or in any derivation or improvement) connected to Dlocal Direct or the Payment Processing Services;
(i) sub-license the use of Dlocal Direct to any person (other than its Customers); and/or
(i) create, write or develop any derivative software or any other software based on Dlocal Direct or the Payment Processing Services utilising the proprietary and Confidential Information of the Processor or a third-party licensor of the Processor.
(i) betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races that service Territories residents or persons
(i) foreign exchange trading;
(i) bill payment services (meaning a service that allows debtors to pay their bills to utilities or other creditors);
(i) items that encourage, promote, facilitate or instruct others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;
(i) infringing or encouraging infringement of any intellectual property or any other proprietary right under the Applicable Legislation including, but not limited to: offering, providing, selling, furnishing making, having made any designer handbags, clothing and accessories, and consumer electronics;
(i) promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;
(i) promoting, supporting or glorifying acts of violence or harm towards self or others
(i) Where payment is made by Dlocal Direct, the Merchant shall not permit any change in the delivery address after the Authorization Request has been sent to the Processor.
(i) To the maximum extent permitted by law, in no event shall the Processor be liable for any payments in excess of the Daily Transaction Limit.
a) A Merchant Deposits shall be withheld from the amounts processed by the User in order to cover Chargebacks and refunds (the “Deposit”). The Deposit will be equal to 5% of the amounts processed by Dlocal. Notwithstanding the above, the 5% is subject to change according to Dlocal’s assessment of the Merchant.
b) Payments to the User shall be made in accordance with the following terms:
(i) the amounts processed by the user less fees and any Refunds, Chargebacks and Deposits where applicable and any other amounts deductible (the “Available Amount”), will be available for payment to the User,within forteen (14) days of the transaction unless Dlocal’s assessment of the Merchant requires a change to shorten or expand such date, from when the transaction was made.
c) In the event any funds due to the User are seized or made unavailable by an action of a law enforcement body, regulator or other third party, Dlocal shall use reasonable efforts, at User’s expense, to assist the User in securing release of such funds as soon as possible.
d) The User shall as soon as practicable, verify the correctness and completeness of the payments and statements of account by the Processor. Complaints and objections about these payments may only be made in writing within a strict time limit of 8 (eight) weeks after receipt of the payment by the Merchant.
a) In the event that a Customer requests a Payout, the Merchant shall request the Processor to issue the Payout (in the manner specified by the Processor). The Processor will show to the Customer (and where applicable to the Merchant) the Payout amount converted into the applicable local currency (only as backup information). The Payout Fee will always be debited in USD. The Processor will send the Payout to the Customer (in the applicable local currency) within three (3) Business Days from the Merchant’s request.
b) The Processor will send the Payout to the Customer (in the applicable local currency) within three (3) Business Days from the Merchant’s request, unless the instruction is received after the cut-off time for such Payout in which case Processor will process it on the Business Day immediately following the instruction date.
a) The Service Fees will be attached hereto as Annex 1.
b) In the event the Merchant decides to activate a new means of payment, the Merchant shall accept new Terms and Conditions referred to that means of payment specifically.
a) The Intellectual Property Rights on Intellectual Property related to the provision of Services and the Website, its functionality and appearance, are either owned by or licensed to Dlocal.
b) You are expressly prohibited from:
reproducing, copying, sharing, editing, transmitting, uploading, modifying, altering, incorporating into any other materials, removing, commercializing or using any Intellectual Property related to the provision of Services and the Website, its functionality and appearance;
(i) Doing anything which may be seen to take unfair advantage of the reputation and goodwill of the Website the Services and/or Dlocal’s business in general; and
(i) Doing anything that could be considered an infringement of the Intellectual Property Rights owned and/or licensed to Dlocal without first obtaining the written permission of the owner of the Intellectual Property.
a) For the purpose of the Data Protection Act 1998 (the “Act”), we process personal data as a data controller and our registered address is 4 King’s Bench Walk, Temple, London, EC4Y 7DL, United Kingdom.
b) This clause sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
c) By creating an Account, you are accepting and consenting to the processing of your personal data as set out in this clause.
d) For the purposes of this clause, your personal data (“User’s Information”) may be:
(i) information you give to us: this includes, without limitation, your name, address, email address and phone number, financial and credit card information, personal description, proof of your identity or address, authorization to use third party funds to pay for a transaction through Dlocal Direct, and any other information you submit when registering to use our Website or the Services, subscribe to our mailing list, leave us your feedback or report a problem with our Website or Services;
(i) Information we collect about you: this includes, without limitation, any information we collect about you related to your usage of the Website and the Services, including information on the payments made by you through Dlocal Direct, and the nature of the services and products purchased; and
(ii) Information we receive from other sources: this this includes, without limitation, information we receive about you if you use any of the other websites we operate or the other services we provide, or information we receive from third parties (including, for example, business partners, sub- contractors, advertising networks, analytics providers, search information providers, credit agencies or other agencies).
e) We may use User’s Information in the following ways:
(i) to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
(i) to provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
(i) to contact you for your views on our services and to notify you occasionally about important changes or developments to our Website or to our Services;
(i) to manage our Website and Services, for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
(i) to improve our Website, Services and any services and products provided by us;
(i) as part of our efforts to keep our Website and the Services safe and secure;
(i) to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
(i) to make suggestions and recommendations to you and other users about goods or services that may interest you or them;
(i) to maintain and develop our commercial relationship with you; and
(i) to evaluate any financial risks, verify any risks of money laundering, prevent fraud and make any reports that we are required to make by the applicable law.
f) We may combine information we receive from other sources with information you give to us and information we collect about you. We may use this combined information for the purposes set out above.
g) We do not sell, rent, or otherwise provide User’s Information to third parties, except where (a) we obtain your consent; (b) it is necessary to provide you with our Services; (c) we are required or authorised by law; or (d) as described in clause 9.9.
h) We may share User’s Information with:
(i) any of our employees or any member of our group or their employees, where “member of our group” means our subsidiaries, our ultimate holding company and its subsidiaries;
(iii) our third-party consultants, (sub-)contractors, suppliers or other service providers who may access your personal information to provide services (including but not limited to IT support services) to us in order to enable us to perform any contract we enter into with you;
(i) auditors or contractors or other advisers auditing, assisting with or advising on any of our business purposes;
(i) analytics and search engine providers that assist us in the improvement and optimization of our Website and the Services;
(i) our successors in title, our prospective sellers or buyers of our business;
(i) government bodies and law enforcement agencies and in response to other legal and regulatory requests;
(i) any third party where such disclosure is required in order to enforce or apply any contract, we enter into with you;
(i) any third party for the purposes of protecting the rights, property, or safety of our company, our customers, or others (including, without limitation, you). This includes exchanging information with other companies and organisations for the purposes of verifying your personal identification or address, fraud protection, anti-money laundering measures and credit risk reduction;
i) The User’s Information may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our service providers. Such staff may be engaged in, among other things, the processing of your payment details and the provision of support services. By submitting your User’s Information, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that the User’s Information is treated securely and in accordance with this clause. All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology.
j) The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a reasonable fee to meet our costs in providing you with details of the information we hold about you.
a) In addition to Dlocal’s right to suspend the Services in accordance with the aforementioned clause, Dlocal reserves the right to, at any time, suspend the Services for repairs, maintenance or improvements. In the event that Dlocal suspends the Services in accordance with this clause, Dlocal will use its reasonable endeavors to give prior notice to the users, unless the Services are suspended due to suspicion of security breach or fraud.
b) Where the Services provided to you are suspended due to suspicion of security breach caused or fraud committed by you, Dlocal reserves the right to:
(i) request that you provide information; and
(i) at its sole discretion, restrict your access, suspend or terminate your Account without provision of any notice.
a) This Agreement shall commence on the date hereof and continue for an initial period of 24 (twenty-four) months (the “Initial Term”) with automatic 24 (twenty-four) months periods of renewal thereafter (the “Renewal Terms”), unless otherwise terminated pursuant to the terms hereof.
b) In addition to any rights of termination provided hereunder: (i) any Party may terminate this Agreement at any time without cause upon 60 (sixty) calendar days prior written notice; and (ii) either Party may terminate this Agreement immediately should the other Party remain in breach of a material provision of this Agreement for more than ten (10) Business Days following notice thereof unless during the notice period the breach is cured to the Parties’ mutual satisfaction.
c) Where the Processor believes Merchant is acting illegally or not in compliance with the requirements set-out in this Agreement, the Processor shall, at its sole discretion, be entitled to terminate this Agreement immediately, or suspend or Disconnect the Payment Processing Services to the Merchant (and its Customers) until such time as the Merchant satisfies the Processor, that it is in compliance with its obligations.
a) We may revise these Terms from time to time. Every time you use our Services, the Terms in force at that time will apply to the provision of the Services to you.
b) We reserve the right to make changes to the Website and the Services from time to time without any prior notice to you provided that such changes have no material adverse effect on you.
a) Limitations of Liability. In no event shall we, our parent, subsidiaries and affiliates, our officers, directors, agents, employees or suppliers be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our website, Dlocal Direct services, or this agreement (however arising, including negligence) unless and to the extent prohibited by law our liability, and the liability of our parent, subsidiaries and affiliates, our officers, directors, agents, joint ventures, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages.
b) We do not in any way exclude or limit our liability for:
(i) death or personal injury caused by our negligence;
(i) fraud or fraudulent misrepresentation; and
(i) any other liability which cannot be excluded or limited by applicable law.
c) You agree to indemnify and hold us harmless from any liabilities, claims, losses or demands made by any third party arising from your misuse of Dlocal Direct Services, which includes but is not limited to your breach of these Terms or a breach by you of any applicable law or rights of any third party. You also agree to fully cooperate in the defense of any claim that we may have to respond as a result of your misuse of the Services.
d) We will make reasonable efforts to ensure that all transactions are processed in a timely manner. However, a number of factors may delay some transactions, many of which are beyond Dlocal’s control, including without limitation, the processing time, communication failures and delays in the banking system. Dlocal shall not be liable for any loss or damages arising from delay in processing transactions.
e) We shall have no liability for defects on any goods or services sold to End Users and we shall not be liable for any charges, fees or other taxes in respect of such goods or services.
a) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock- outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
b) In case such event takes place that affects the performance of our obligations under these Terms:
(i) we will contact you as soon as reasonably possible to inform you; and
(i) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of such event.
a) When we refer, in these Terms, to "in writing", this will include e-mail.
b) If you wish to contact us in writing for any reason, you can send us a pre-paid post to Dlocal LLP, 4 King´s Bench Walk, London EC4Y 7DL, England, UK or email us at [email protected]
c) If we have to contact you or give you notice in writing, we will do so by e-mail, phone or by pre-paid post to the address, phone number or email you provide to us as in your account details.
d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
a) These Terms are governed by and construed in accordance with the laws of United Kingdom.
b) You and we both agree that the courts of London have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms (including non-contractual disputes or claims).
a) These Terms together with the documents referred to in it, contains the entire agreement between us for your use of the Services.
b) If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permitted by law so as to give effect to the intent of the parties, and the remaining part of these Terms shall continue in full force and effect.
c) These terms are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
d) We may transfer our rights and obligations under these Terms to another organisation without notice to you, but this will not affect your rights or our obligations under these Terms.
e) If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
f) In the event the Merchant has signed a Payment Processing Services Agreement and these Terms and Conditions, the Payment Processing Services Agreement shall prevail.