Merchant Services Terms

These Merchant Services Terms are between Etail Depot US, Inc. (Etail, we or us) and the United States business identified in the Merchant Service Order (Merchant or you). They cover the account setup, approved payment acceptance and related support specified for that account. Etail is a nonbank payment facilitator. You remain the seller of your goods and services.

The agreement begins when both parties accept the Service Order and the terms it identifies. Browsing this website, asking a question or starting an application does not accept this merchant agreement or activate processing. An individual accepting for a business must have authority to bind it.

Section 16 contains individual arbitration and a jury waiver for business disputes, subject to applicable law. Read that section before accepting.

• Business dispute provisions

The Service Order records the legal parties, account, approved activities, payment methods, channels, prices, funding arrangements and the versions of incorporated documents. Each party must receive a copy it can retain. Only selected services and schedules form part of the agreement.

A signed amendment that expressly identifies a clause controls that clause. The Service Order controls the commercial terms you and Etail accept. Data Processing Terms control the processing they cover. The remaining merchant terms and agreed schedules apply within their scope. Mandatory law and applicable network requirements cannot be displaced by this order of priority.

Acquirer and other provider terms apply only as supplied and accepted for the account. These terms do not amend a bank’s contract, create a personal guarantee or authorize debits to your bank account.

Applicable provider agreements govern their own subject matter and do not grant Etail rights that the provider has not authorized. Changes to liability or business dispute provisions must identify the affected clause expressly.

Only the documents expressly identified in your agreement are incorporated; linking to a document does not incorporate every page it links to. An existing agreement remains effective until amended or replaced under its terms. A replacement must identify the prior agreement, affected accounts and effective date. A customer’s payment authorization is separate from acceptance of a merchant agreement.

• Fees and billing
• Payouts and reserves
• Acquirer disclosure

Account approval and setup are required before accepting payments. Provide complete, accurate and current business, ownership, identity, website, bank and activity information for the application and continuing account review. Tell us promptly about changes in control, financial condition, bank destination, products, sales model, delivery periods or expected transaction volume, and any investigation or loss of a license that could materially affect the service.

Use the secure account service for application documents and bank changes. Keep account access limited to authorized people. Notify us promptly about suspected unauthorized access and supply requested information by the reasonable deadline stated in the request. We may restrict the affected service if information needed for a legal obligation, account review or provider requirement is not supplied. Approval does not authorize an undisclosed seller or business activity.

Your activation confirmation must identify the approved business, websites, methods, currencies and territories. Complete any required direct acquiring agreement or network registration by the applicable deadline. Registration requirements depend on your account and the applicable network rules, not solely on a published transaction volume threshold.

Obtain written approval before processing a restricted activity or making a material change to your approved business, payment flow or use of the account. Approval applies only to the identified merchant, activity, channels and conditions. Existing access, a successful transaction or a discussion with a sales representative is not approval. The Acceptable use policy identifies activities that require specific written approval.

This program is for approved United States businesses. Do not use a United States address or entity to conceal the actual seller, ownership, location or destination of funds. Acceptance of a card issued abroad, where enabled, does not authorize an international merchant account or unapproved overseas activity.

A previous provider’s commercial refusal does not automatically establish a network prohibition. Any binding restriction still applies. A personal credit inquiry requires its own lawful basis or permission.

We may ask you to confirm an instruction that is unclear, conflicting, outside the sender’s authority or raises a material security concern. Use of a valid credential does not by itself prove that an instruction was authorized. Responsibility for a loss follows the applicable agreement and law.

• Activities requiring written approval

You are responsible for lawful goods and services, licenses, fulfillment, customer support, taxes and the accuracy of information supplied for each transaction. Follow the applicable payment method rules and the instructions supplied for your approved account.

Before the customer pays, clearly present the seller identity, purchase description, total amount, currency, delivery terms and cancellation or refund policy. Use a recognizable business name in receipts and the statement description. Keep evidence of customer consent, fulfillment and any agreed recurring or stored credential arrangement.

Request authorization for the correct amount. Submit capture and settlement records within the applicable time limits and approved fulfillment arrangement. Do not submit the same sale twice, process a fictitious purchase or accept payment for another business without express approval. An approval response does not guarantee final settlement or remove dispute rights.

Surcharges, convenience fees, limited card acceptance and minimum amounts are subject to law and network and acquirer requirements. Obtain the applicable instructions before using them.

When Visa is enabled, each party must comply with the Visa requirements binding on its approved role. Do not knowingly, or where you should know, submit an unlawful transaction or require a customer to surrender a valid dispute right. Follow a binding direction to restrict or stop acceptance within the applicable authority, with notice where permitted.

Before retrying an interrupted request, check the available transaction reference and follow the approved recovery procedure. Do not represent an uncertain result as paid. Correct an established duplicate promptly through the authorized process.

• Acceptable use

ACH, wallets, recurring billing, stored credentials and other methods apply only when enabled for the account. Their customer authorizations, notices, return rights, fees and record requirements must be supplied for the selected method. A card fee is not an ACH fee or a bank debit authorization.

If you use a software platform, its authorization must identify the affected accounts, permitted actions, information access, charges, duration and disconnection process. A referral or integration does not itself authorize refunds, bank changes or deductions. Act only on instructions within that authority and the enabled capability. You can request removal of access, subject to continuing legal duties and records. Platform service fees and responsibilities require their own agreement. Ending a platform relationship does not automatically close the merchant account.

The method terms identify the provider, permitted locations, currencies, transaction types, limits, pricing and applicable rules. For ACH, they must also identify permitted entry types, consumer or business use, authorization and evidence retention, verification, returns, retries, revocation and submission deadlines. Obtain the required authorization before submitting an entry. Submitted or pending ACH entries are not final, and later returns remain possible.

Wallet support depends on the enabled arrangement and the customer’s device and payment instrument. Card rules continue to apply to an underlying card. Explain the method, amount, currency and relevant timing, and obtain separate permission for future payments where required.

Where 3D Secure is enabled, the assigned configuration and network rules determine its use. The issuer may complete authentication without a challenge or ask the customer for an additional step. Handle completion, cancellation, timeouts and errors through the approved integration. Authentication is separate from authorization, capture and settlement; submit only the authentication result actually returned for the transaction.

Authentication does not guarantee approval or a shift in liability. Preserve the evidence required for the eligible transaction and supply only the information required for the enabled flow. Customer notices, permitted recipients, retention and security requirements continue to apply. Card security codes must not be retained as authentication records.

Changes to a payment method or authentication service must follow the applicable notice and approval process, including the treatment of existing transactions and saved authorizations. Currency conversion, cross border services and onward transfers require express approval. Your account documents must state any agreed service levels, supported versions, configuration responsibilities and support contacts.

• Software platform terms

The standard merchant offer is 2.9% + $0.30 for each successful domestic online card payment, with no monthly account or setup fee. It applies when selected in your Service Order. The Fees and billing schedule describes supplements, disputes and optional services.

Authorization, capture, clearing, settlement, payout initiation and bank receipt are different events. Reconcile transaction records, adjustments and payouts against your bank statement. Report an unexplained difference promptly so we can assist with records within our control. Any deadline and consequence for reporting an error must be stated in your account documents and remain subject to law.

The funding provider and any reserve holder are identified for your account. Etail acts only within its assigned authority. These terms do not make Etail a bank, create a deposit account or grant a right to invest your funds.

• Fees and billing
• Payouts and reserves

Honor the purchase terms and remedies required by law. Use the authorized refund or cancellation process for the payment’s status, ordinarily returning money to the original payment method under its rules. Keep enough available funds to meet properly due refunds and account obligations.

You are responsible for valid dispute amounts and agreed related charges attributable to your transactions under the applicable payment method and account terms.

A dispute can occur after a payout. Respond through the designated channel before the deadline in the dispute notice, with truthful and relevant evidence. We can assist within the agreed service, but the issuer and network process determines the outcome. A response does not guarantee recovery.

Check previous refunds, reversals and dispute adjustments before reimbursing the same amount again. Any correction must use a lawful authorized process. Do not condition a legally required remedy on the customer abandoning a valid issuer dispute.

Keep the refund request, provider response and final status. If a refund fails, investigate and inform your customer without describing it as complete. A processing deadline does not remove a refund otherwise owed. A failed account verification does not, by itself, authorize refunds of every previous sale.

Evidence must be accurate, relevant and limited to what the dispute requires. Record a dispute result, withdrawal or correction under the applicable rules. Coordination to avoid duplicate reimbursement must not delay a mandatory customer remedy.

You remain responsible for explaining your sale and providing product support. Do not describe card authorization or optional assistance as buyer protection or a guaranteed outcome.

Each party must protect confidential information received for the service, limit access to people with a legitimate role and use it only to perform the agreement or meet a lawful obligation. Information already public without a breach, lawfully known to the recipient without restriction before disclosure, independently developed or lawfully received without restriction is not confidential.

Compelled disclosure must be limited to what is required, with notice where lawful. The recipient must reasonably cooperate with protective measures where permitted. Ordinary confidential information remains protected for three years after termination; trade secrets while they qualify; personal information while retained. Personal information is governed by the applicable notice and selected data terms.

Each party retains ownership of its intellectual property and materials. Each grants the other only the access and use rights in its authorized materials reasonably necessary for the selected service. Applicable third party licences continue to apply. Do not claim endorsement or publish the other party’s logo without permission. These rights do not authorize publication of confidential terms, unrelated advertising, model training or resale of personal information.

When you provide customer information or instruct its use, you must give the required privacy notices and obtain the lawful permissions needed for the specified purpose. Share only information relevant to the service and follow the applicable data terms. Permission to process a payment does not by itself authorize unrelated advertising.

Etail staff can access application documents, owner identity information and bank information in the provider system. Access must remain within the assigned account permissions and permitted purpose. Any export, outside storage, recipient, access location and retention arrangement must be identified in the applicable processing record.

Each party must promptly notify the other of a known unauthorized disclosure affecting its confidential information and use the designated secure channel for credentials and sensitive records. On an agreed request or the end of service, return or securely delete confidential information except for lawful retained copies. Those copies remain protected and may be used only for the retention purpose.

• Merchant privacy notice
• Data processing terms
• Security responsibilities

We will perform the obligations expressly assigned to Etail with reasonable care and skill and assist with service issues within our control. Tell us about a material failure so we can investigate and take reasonable corrective action. Each party remains responsible for its own legal duties.

An agreed service level must be stated expressly. We do not guarantee uninterrupted access, every transaction’s approval, a dispute result or a deposit date. Nothing excludes a warranty or remedy that applicable law does not permit the parties to exclude.

A provider or communications interruption does not alone establish Etail’s breach. Etail remains responsible for its own acts, omissions and any duties to select, instruct or coordinate providers assigned to it. Neither party warrants that the other’s entire business complies with law.

We will give at least 30 days’ written notice of a material adverse change to these terms or an increase in Etail’s fees, unless a longer period applies under law or the Service Order. The notice will identify the change, date and your options. You may end the affected service before the change takes effect without a charge solely for rejecting it.

Changes take effect through the acceptance process specified in your Service Order and permitted by law. Posting revised text alone does not amend an existing agreement. A change strictly required sooner by law or a binding provider or network requirement may apply within that period, with as much notice as permitted.

Keep your notice contact current. Formal notices take effect on documented receipt, subject to mandatory delivery rules. Failed electronic delivery requires another agreed method. Legal proceedings must be served as law requires.

Electronic delivery of account documents and notices is subject to the consent and copy provisions in Section 19 and applicable law.

We may restrict affected access where reasonably necessary for suspected fraud or unauthorized activity, a material breach, a security risk, overdue amounts, material financial deterioration affecting your obligations, missing information required for account review, an unapproved activity or a binding legal, provider or network requirement. The restriction must remain within our authority and proportionate to the issue.

We will explain the reason and any available corrective steps where disclosure is permitted. An access restriction does not by itself establish a right to withhold or seize funds. Funding restrictions and reserves follow the applicable funding documents.

Where an issue can safely be corrected, we will provide a reasonable opportunity to do so and review relevant corrective information. Immediate action is permitted where delay would create a material risk or violate a binding requirement. Restricting access does not justify withholding every record or refunding every previous transaction. Do not bypass a restriction through another account, business or platform.

You may end this agreement at any time by requesting account closure through the support channel identified for your service. You may also terminate for Etail’s material breach if it cannot be corrected, or if it remains uncorrected 10 days after Etail receives your written notice describing it.

Unless a written agreement expressly provides otherwise, Etail may end this agreement or close your account access at any time. We will give the notice required by applicable law. There is no general requirement to give 30 days’ advance notice of termination.

Etail may terminate immediately for a material breach that cannot be corrected, a material breach remaining uncorrected 10 days after written notice, or any ground for suspension in Section 11. Immediate termination is also permitted, to the extent allowed by law, for your insolvency, bankruptcy, receivership or comparable financial distress proceedings, or when required by law or directed by a regulator or responsible financial provider. Any legally required notice still applies.

When termination takes effect, permission to use the affected service ends. Stop using it and remove credentials and copies of Etail supplied software held solely for that service, except for access expressly allowed to complete closure or retain records as required by law. Do not delete records that must be preserved under the agreement or applicable law.

Closure does not cancel fees already incurred, refunds, disputes, taxes or other existing obligations. Final payouts and reserves follow the accepted funding terms. Each party must provide the records it owes and return or delete information as the applicable data terms require. Surviving obligations are identified in Section 15.

We will acknowledge your closure request and explain any provider steps needed to complete it. A separate provider or platform agreement continues under its own terms unless expressly ended. Account closure does not transfer payment credentials or grant another provider access. Any agreed transition must follow an authorized, secure process.

This section applies to claims arising from or connected with the agreement, whatever legal basis is asserted, including contract, negligence or another civil claim. Its limits continue to apply if a remedy provided by the agreement fails to achieve its intended purpose. Mandatory rights and liabilities that law does not allow the parties to exclude remain unaffected.

Except for express commitments in the agreement and protections that cannot lawfully be excluded, the services are supplied in their existing condition. Etail disclaims implied warranties of merchantability, suitability for a particular purpose and freedom from infringement, including warranties inferred from prior dealings or industry practice. Service interruptions and matters outside Etail’s control remain subject to Section 9.

Except for the excluded claims described below, neither party owes the other compensation for indirect, consequential, incidental, special, punitive or reliance losses; lost revenue, profit, savings, goodwill or business opportunity; interrupted business; personal injury; property damage; or loss of data, to the extent law permits. This applies even if the possibility of the loss was known or foreseeable.

Except for excluded claims, the combined liability of either party is capped at the service fees you paid under this agreement during the 12 months before the first event giving rise to liability, excluding amounts passed to financial providers. The cap is aggregate, not renewed for each claim. It has no minimum amount.

Excluded claims are claims arising from a party’s gross negligence, fraud or willful misconduct; your breach of the service use restrictions in the accepted agreement, including any incorporated Acceptable Use Policy; breach of confidentiality other than a breach arising from a Data Incident; and amounts payable under the indemnities in Section 14. The exclusion of a Data Incident from the confidentiality exception does not remove another exception that independently applies, such as fraud or gross negligence.

Data protection duties continue to apply. A Data Incident or unlawful processing does not, solely for that reason, remove the liability cap or loss exclusions. Applicable law or an express amendment may require a different result.

Your payment obligations, including properly due fees, network assessments, taxes, refunds and dispute adjustments, are not limited by the damages cap. A network assessment still requires an applicable contractual basis. Nothing in this section permits either party to retain funds it is required to remit.

You will indemnify Etail, its Affiliates and their directors, employees and agents for Losses arising from third party claims connected with your use of the services, or with your gross negligence, willful misconduct, fraud or material breach of this agreement. This obligation is subject to the exclusions and claim procedure below.

Each party will also indemnify the other party, its Affiliates and their directors, employees and agents for Losses from a third party claim that use of the indemnifying party’s supplied Materials infringes intellectual property rights. For Etail, this includes the services and Etail supplied technology and branding. For you, it includes your branding and other Materials you supply. The obligation does not cover infringement caused only by combining those Materials with items the indemnifying party did not supply.

For an intellectual property claim, the supplying party may, at its expense, change or replace the affected Materials to avoid infringement, obtain permission for continued use, or end permission to use the affected Materials on 30 days’ notice. The intellectual property provisions of this section provide the parties’ exclusive contractual remedies and liability for that claim, to the extent law permits.

An indemnity does not cover Losses to the extent caused by the protected person’s negligence, fraud, willful misconduct or breach of this agreement. This exclusion applies to both the general merchant indemnity and the intellectual property indemnities.

The party seeking protection must promptly notify the indemnifying party and provide relevant information. The indemnifying party controls the defense, choice of counsel and settlement at its expense. The protected party must cooperate reasonably at that expense and must not prejudice the defense. Delay in notice reduces the indemnity only to the extent it actually harms the defense.

A settlement may impose a monetary obligation on a protected person only if the indemnifying party pays it. Any other obligation requires that person’s prior consent. Losses, Materials and Affiliates are defined in Section 17. These indemnities do not create authority to debit a bank account or change a provider agreement.

Neither party may assign this agreement without the other’s written consent, not to be unreasonably withheld, except as expressly permitted in the Service Order or required by law. Using a service provider does not release a party from its own obligations.

A party affected by an event beyond its reasonable control must notify the other where practicable and mitigate its effects. The event does not excuse amounts already owed, confidentiality or data protection duties.

The accepted documents form the agreement for the identified service. An unenforceable provision is limited or severed only as necessary; the remainder continues where lawful. Failure to enforce a right once does not waive it. These terms give no unrelated third party enforcement rights and do not override rights granted in an applicable provider agreement.

After termination, accrued payment obligations, confidentiality, information protection, applicable records duties, liability limits, indemnities, intellectual property provisions and business dispute terms continue for the matters they cover. Related definitions and provisions needed to enforce those obligations also continue. Neither party may represent that it can bind the other, except for authority expressly granted in the accepted account documents.

An assignment must also satisfy applicable provider, network and legal requirements. Consent does not release existing obligations unless expressly agreed.

Relief for an event beyond reasonable control applies only to the extent the event actually prevents performance. Resume performance promptly when possible. Either party may end the affected service if the event prevents material performance for more than 30 consecutive days.

The parties should exchange relevant facts and the remedy sought when a disagreement arises. That process does not suspend a limitation period, prevent urgent relief or restrict contact with a regulator.

The substantive law of the District of Columbia governs this agreement, excluding its conflict of laws rules. The Federal Arbitration Act governs arbitration where applicable. Mandatory legal protections remain in force.

Except for intellectual property claims and matters that law does not permit to be arbitrated, disputes between the business parties arising from this agreement are resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Washington, DC. Charges follow the applicable AAA fee schedule, subject to law. A court with jurisdiction may enforce the award.

Claims outside arbitration and proceedings concerning the arbitration agreement or an award may be brought in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia, where jurisdiction exists. A party may seek necessary temporary relief while arbitration is pending.

Where lawful, claims proceed individually rather than as class, consolidated or representative proceedings. A court determines enforceability; a claim to which this restriction cannot lawfully apply proceeds in a competent court. Each business party waives a jury in covered court proceedings only to the extent enforceable.

This section binds only business parties that expressly accept it and receive a copy they can save. It does not waive consumer rights, a separate acquiring agreement, regulatory authority or nonwaivable remedies. An amendment must identify this section expressly.

These meanings apply within the merchant service agreement, subject to the applicable method rules and document priority.

Account

The merchant account identified in the Service Order, including approved users and enabled services.

Agreement

The accepted Service Order and the versions of terms, schedules and amendments it expressly identifies.

Alternative payment method

A payment method other than the standard card arrangement that is expressly enabled for the account.

Authorization

An issuer or payment service response concerning a payment. Approval is not final settlement or a bank deposit.

Capture

Submission of an authorized card transaction for further processing, distinct from settlement.

Customer

The person purchasing the merchant’s goods or services. In Data Processing Terms, customer means the business that accepts those terms.

Dispute

A challenge handled through the applicable payment method, provider or network process.

Network requirements

Rules applicable to an enabled method and the parties’ actual roles.

Payout

Transfer of an available amount to the merchant’s approved destination account.

Provider

An entity identified for the account that supplies an agreed part of the service.

Reserve

An amount retained under identified contractual authority for exposure, subject to calculation, review and release conditions.

Settlement

Movement and accounting of transaction obligations through the applicable payment system.

Affiliate

An entity controlling, controlled by or under common control with a party. Control means direct or indirect ownership of more than half of its voting power or equity. This definition does not make every service provider an Affiliate.

Data Incident

Unlawful or unauthorized handling of personal information, including access, use, alteration, disclosure, destruction or loss, while that information is held or controlled by a party, its Affiliates or people and providers acting for them.

Losses

Amounts finally awarded to or settled with a third party bringing a claim, together with resulting penalties, fines and reasonable outside costs paid by a protected person, including legal fees. Recovery remains subject to Section 14 and applicable law.

Materials

Software, hardware, documents, data, inventions, branding and other items a party supplies in connection with the agreed service. Intellectual property rights include copyright, patents, trademarks, service marks, trade secrets and other legally recognized rights.

Your Merchant Service Order sets out the services and terms agreed for your account. You must receive those terms before accepting them. Only the services, charges and account actions you authorize may be provided or carried out.

Parties and account

The agreement identifies your business, its legal and trading names, entity type, jurisdiction, address, authorized representatives and account reference, alongside Etail Depot US, Inc.

Business scope

Your approved activities, websites, transaction types, delivery times, locations and currencies define the scope of your account. A restricted activity requires written approval identifying the approving party, conditions and duration.

Payment methods

Your account terms identify the enabled payment methods and card categories, any permitted limits on card acceptance and functions requiring separate authorization.

Providers and activation

You must receive the names and roles of the acquiring bank and other providers, their applicable contracts and versions, and any acceptance deadline. Processing begins only after the responsible provider confirms activation.

Commercial and funding terms

Your accepted terms include the fee schedule, billing arrangements, payout schedule, any reserve notice and agreed variations for your account.

Information and support

You must receive the applicable privacy notices, data terms and agreed data processing arrangements. Your account terms identify the contacts for service questions, formal notices, privacy requests and urgent issues.

Contract versions

You must receive a copy of each document forming your agreement, identified by title, version and date. Changes must be expressly identified. A replacement agreement identifies the earlier agreement and affected accounts.

• Fees and billing
• Payouts and reserves
• Data processing terms

Before accepting, you must be able to read and retain your Merchant Service Order and each document it incorporates. Both parties must keep a copy of the full agreement. The acceptance record must identify the authorized representatives and their roles, the exact document versions, the signature or other affirmative action, the acceptance and effective dates, and how copies were delivered.

Each required decision must be affirmative. Agreement acceptance, consent to electronic delivery, a bank debit authorization and enrollment in an optional service have separate purposes. An optional service or marketing choice must not be preselected.

Before you consent to electronic delivery, you must be told which communications it covers, how they will be delivered, and what you need to open, save or print them. The disclosure must explain any paper or accessible copy option, how to update your contact details, how to withdraw consent, and any disclosed fee or effect on the affected service. Changes to access requirements must follow applicable notice and consent rules.

You can contact compliance@etaildepot.com to request an agreement copy, ask about an accessible format, update your notice contact or request withdrawal of electronic delivery consent. Withdrawal applies to future delivery under the applicable process and does not invalidate previously accepted records. Where a provider holds your acceptance record, you must be told who holds it and how to obtain an authorized copy.

Accepting this agreement does not activate processing, authorize a customer’s payment or create a bank debit mandate, personal guarantee or security interest. Each requires its own applicable approval or valid authorization. Visiting this website does not provide that approval or authorization.

Only the document versions presented and accepted form part of your agreement. A document posted later does not become part of that acceptance merely because it appears on this website. A later change must follow the applicable notice and acceptance provisions. The exact accepted documents and evidence of acceptance must remain available through the responsible record holder.

An interrupted session or failed copy delivery does not authorize consent to be inferred or duplicated. If you cannot obtain your agreement or confirm its acceptance status, contact the service holding the record or compliance@etaildepot.com for assistance.

Send legal notices and questions to compliance@etaildepot.com or Etail Depot US, Inc., 2001 L Street NW, Suite 500, Washington DC 20036, United States. Identify your business, service and the document concerned. Do not send identity documents, passwords or complete bank or card numbers by ordinary email.

• Contact compliance