1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:
"Applicable Law" means all laws, statutes, regulations, codes, directives, and orders applicable to the provision or receipt of the Services, including but not limited to the Payment Services Regulations 2017, the Data Protection Act 2018, UK GDPR, the Proceeds of Crime Act 2002, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Card Scheme" means any payment card network including Visa, Mastercard, American Express, and any other network through which card transactions are processed.
"Card Scheme Rules" means the by-laws, rules, regulations, and guidelines issued by the Card Schemes, as amended from time to time.
"Chargeback" means a reversal of a Transaction initiated by a cardholder or their issuing bank under the Card Scheme Rules, or a reversal initiated through any other Payment Method's dispute resolution process.
"Confidential Information" means all information of a confidential nature disclosed by one party to the other, including but not limited to commercial terms, fee structures, technical specifications, customer data, and business strategies.
"Customer" means any person or entity that purchases goods or services from the Merchant and initiates a Transaction.
"Dashboard" means the web-based merchant management interface provided by CC Payments at merchant.ccpayments.co.uk or such other URL as CC Payments may designate.
"Fees" means the transaction fees, charges, and other amounts payable by the Merchant to CC Payments as set out in Section 5 and the Merchant's fee schedule.
"KYC" means Know Your Customer checks, including identity verification, business verification, and any other due diligence required under Applicable Law.
"Merchant Account" means the account created for the Merchant on the Platform through which Transactions are processed and funds are settled.
"MOTO" means Mail Order / Telephone Order transactions where card details are provided by the Customer remotely and entered by the Merchant.
"Pay by Bank" means payment initiated via open banking infrastructure, where the Customer authorises a direct bank transfer to complete a Transaction.
"Payment Method" means any method of payment accepted through the Platform, including debit cards, credit cards, Pay by Bank, and such other methods as CC Payments may make available from time to time.
"Platform" means the CC Payments payment processing platform, including the Dashboard, API, plugins, and all related software and services.
"Processing Partner" means the underlying payment infrastructure provider(s) and payment network(s) used by CC Payments to facilitate Transaction processing, settlement, and related services.
"Reserve" means funds withheld from settlement to the Merchant as security against Chargebacks, refunds, fines, or other liabilities.
"Services" means the payment processing services, Dashboard access, reporting, integration tools, support, and all other services provided by CC Payments to the Merchant under this Agreement.
"Transaction" means any payment, refund, or other financial operation processed through the Platform on behalf of the Merchant.
1.2 In this Agreement: (a) headings are for convenience only and shall not affect interpretation; (b) references to sections are to sections of this Agreement; (c) words in the singular include the plural and vice versa; (d) references to "including" or "includes" mean "including without limitation".
2.1 CC Payments shall provide the Merchant with the following Services, subject to the terms of this Agreement:
2.2 CC Payments processes Transactions through its Processing Partner and the underlying payment networks. The availability of specific Payment Methods and features may vary and is subject to the requirements and policies of the Processing Partner and the relevant Card Schemes.
2.3 CC Payments reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, provided that we shall give reasonable notice of any material changes that adversely affect the Merchant.
2.4 The Services are provided on an "as is" and "as available" basis. CC Payments does not warrant that the Services will be uninterrupted, error-free, or free from vulnerabilities.
3.1 To use the Services, the Merchant must complete the registration process at ccpayments.co.uk/signup and provide all information reasonably requested by CC Payments, including information required for KYC and anti-money laundering checks.
3.2 The Merchant represents and warrants that all information provided during onboarding and at any time thereafter is true, accurate, complete, and not misleading. The Merchant shall promptly notify CC Payments of any changes to such information.
3.3 CC Payments reserves the right, in its sole discretion, to decline any application for a Merchant Account, to request additional information or documentation at any time, and to impose conditions on the Merchant's use of the Services.
3.4 The Merchant Account is non-transferable and may only be used by the Merchant. The Merchant is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account.
3.5 Approval of a Merchant Account does not constitute a guarantee that the account will remain active. CC Payments may suspend or terminate the account at any time in accordance with this Agreement.
4.1 Lawful Business. The Merchant shall at all times conduct its business in compliance with all Applicable Law, Card Scheme Rules, and industry standards. The Merchant shall only use the Services to process Transactions for lawful goods and services.
4.2 PCI Compliance. The Merchant shall maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS) at all times. Where the Merchant uses CC Payments' hosted payment forms or redirect-based integrations, the Merchant shall complete and maintain a valid Self-Assessment Questionnaire A (SAQ-A) or such other level of compliance as may be required. The Merchant shall not store, process, or transmit raw cardholder data on its own systems unless separately agreed in writing and the Merchant has demonstrated the appropriate level of PCI DSS compliance.
4.3 Accurate Descriptions. The Merchant shall ensure that all goods and services offered to Customers are accurately described, that pricing is clear and transparent, and that delivery and refund policies are prominently displayed on the Merchant's website or point of sale.
4.4 Customer Service. The Merchant shall maintain adequate customer service to address Customer enquiries, complaints, and refund requests in a timely manner. Failure to do so may result in increased Chargebacks for which the Merchant shall be solely responsible.
4.5 Sufficient Funds. The Merchant shall ensure that its Merchant Account maintains a sufficient balance at all times to cover potential Chargebacks, refunds, Fees, fines, and any other amounts owed to CC Payments. Where the Merchant Account has insufficient funds, the Merchant authorises CC Payments to recover amounts owed by any lawful means, including by debiting any linked bank account or by offsetting against future settlements.
4.6 Notification of Changes. The Merchant shall notify CC Payments promptly and in any event within seven (7) days of any material change to its business, including changes to ownership, legal structure, nature of goods or services sold, website URL, or any matter that could affect the risk profile of the Merchant Account.
4.7 Cooperation. The Merchant shall cooperate fully with CC Payments and its Processing Partner in connection with any investigation, audit, or enquiry relating to the Merchant's use of the Services, including providing documentation and information within the timeframes specified.
5.1 Transaction Fees. The Merchant shall pay Fees to CC Payments for each Transaction processed through the Platform. Fees are calculated as a percentage of the Transaction amount plus a fixed per-transaction charge, as set out in the Merchant's fee schedule provided at the time of onboarding or as subsequently agreed.
5.2 Fee Deduction. Fees are deducted automatically from each Transaction at the point of processing. The net amount (Transaction value less applicable Fees) is credited to the Merchant's settlement balance. The Merchant acknowledges and agrees to this method of fee collection.
5.3 Fee Schedule. The Merchant's current fee schedule is accessible through the Dashboard. Indicative fees include, but are not limited to:
The specific rates applicable to the Merchant are as communicated during onboarding and as displayed in the Dashboard.
5.4 No Setup or Monthly Fees. Unless otherwise agreed in writing, CC Payments does not charge setup fees or recurring monthly fees. CC Payments reserves the right to introduce such fees by giving at least thirty (30) days' written notice.
5.5 Fee Changes. CC Payments may vary the Fees at any time by giving the Merchant not less than thirty (30) days' written notice (which may be provided by email or through the Dashboard). If the Merchant does not accept the revised Fees, the Merchant may terminate this Agreement in accordance with Section 17 before the revised Fees take effect. Continued use of the Services after the effective date of a fee change shall constitute acceptance of the revised Fees.
5.6 Taxes. All Fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Merchant in addition to the Fees where applicable.
5.7 Chargeback and Dispute Fees. The Merchant may be charged an additional fee for each Chargeback or dispute raised against a Transaction. Such fees shall be deducted from the Merchant's settlement balance or recovered by any means available to CC Payments.
5.8 Currency. All Fees and settlements under this Agreement are denominated in Pounds Sterling (GBP) unless otherwise agreed.
6.1 Settlement. Transaction proceeds, less applicable Fees, shall be credited to the Merchant's settlement balance held within the Platform. Funds in the settlement balance are held by the Processing Partner in accordance with applicable regulations.
6.2 Payout Schedule. CC Payments shall transfer available funds from the Merchant's settlement balance to the Merchant's designated bank account in accordance with the payout schedule agreed with the Merchant (daily, weekly, or at such other frequency as configured in the Dashboard). Payouts are initiated on Business Days only.
6.3 Payout Timing. While CC Payments endeavours to process payouts promptly, the time taken for funds to arrive in the Merchant's bank account depends on the Merchant's bank and the payment networks involved. CC Payments shall not be liable for delays caused by third parties.
6.4 Right to Withhold Payouts. CC Payments reserves the right, in its sole discretion, to delay, suspend, or withhold any payout, in whole or in part, where:
6.5 Negative Balance. If the Merchant's settlement balance becomes negative (for example, due to Chargebacks, refunds, or Fees exceeding available funds), the Merchant shall immediately repay the deficit. CC Payments may recover negative balances by debiting the Merchant's linked bank account, offsetting against future settlements, or invoicing the Merchant directly. The Merchant hereby authorises such debits.
6.6 Bank Account Requirements. The Merchant must designate a bank account held in the Merchant's name at a UK-based financial institution for the receipt of payouts. CC Payments may require the Merchant to verify ownership of the designated bank account.
7.1 Merchant Liability. The Merchant is solely and fully responsible for all Chargebacks arising from Transactions processed through the Platform. The full amount of any Chargeback, together with any associated fees, fines, or penalties imposed by the Card Schemes, the Processing Partner, or CC Payments, shall be the Merchant's liability.
7.2 Right to Debit. The Merchant irrevocably authorises CC Payments to debit the Merchant's settlement balance, linked bank account, or Reserve for the full amount of any Chargeback and any associated fees or fines, without prior notice. Where the settlement balance is insufficient, CC Payments may offset such amounts against future settlements or pursue recovery by any lawful means.
7.3 Dispute Response. CC Payments shall notify the Merchant of any Chargeback or dispute via the Dashboard and/or email. The Merchant shall provide all evidence and documentation reasonably requested by CC Payments to contest the Chargeback within the timeframe specified in the notification (which shall not exceed the deadline imposed by the relevant Card Scheme). Failure to respond within the specified timeframe shall result in the Chargeback being accepted and the amount being debited from the Merchant.
7.4 Excessive Chargebacks. If the Merchant's Chargeback rate exceeds one percent (1%) of total Transactions by volume or by value in any calendar month (or such lower threshold as may be imposed by the Card Schemes), CC Payments may, without prejudice to any other remedy:
7.5 Card Scheme Monitoring Programmes. If the Merchant is placed on any Card Scheme chargeback or fraud monitoring programme, the Merchant shall bear all associated fines, fees, and costs. CC Payments may pass through any fines or penalties imposed by the Card Schemes or the Processing Partner in connection with the Merchant's Chargeback or fraud levels.
7.6 No Guarantee of Dispute Outcome. While CC Payments will facilitate the dispute process, CC Payments makes no representation or guarantee as to the outcome of any Chargeback or dispute. The decision of the Card Scheme or issuing bank is final and binding.
8.1 The Merchant may initiate refunds to Customers through the Dashboard or API, subject to the Merchant having sufficient funds in its settlement balance.
8.2 Refunds must be issued to the original Payment Method used for the Transaction. The Merchant shall not provide cash or alternative-method refunds for Transactions processed through the Platform.
8.3 Refunds may be issued for the full or partial amount of the original Transaction. Where a full refund is issued, the transaction fee originally charged by CC Payments may be returned to the Merchant's settlement balance at CC Payments' discretion; however, fixed per-transaction fees and any third-party processing costs may not be refundable.
8.4 Refunds should be issued within one hundred and eighty (180) days of the original Transaction date. Refunds initiated after this period may not be supported by the Payment Method or Processing Partner.
8.5 The Merchant acknowledges that issuing a refund does not guarantee that a related Chargeback will be withdrawn or prevented. The Merchant remains responsible for all Chargebacks regardless of whether a refund has been issued.
9.1 CC Payments may, at any time and in its sole discretion, require the Merchant to maintain a Reserve. A Reserve may take the form of:
9.2 Circumstances in which CC Payments may impose or adjust a Reserve include, but are not limited to:
9.3 CC Payments shall notify the Merchant of the imposition or adjustment of any Reserve. The Reserve may be applied immediately where CC Payments determines that delay would increase the risk of loss.
9.4 Funds held in Reserve may be used by CC Payments to offset Chargebacks, refunds, fines, Fees, or any other amounts owed by the Merchant. The Merchant shall have no right to withdraw Reserve funds except as released by CC Payments.
9.5 Following termination of this Agreement, CC Payments may maintain the Reserve for a period of up to one hundred and eighty (180) days (or such longer period as is reasonably necessary) to cover potential Chargebacks and other liabilities.
10.1 The Merchant shall not use the Services to process Transactions for any of the following, unless CC Payments has given prior written approval:
10.2 If CC Payments determines that the Merchant has engaged in Prohibited Activities, CC Payments may immediately suspend or terminate the Merchant's account and withhold any funds in the settlement balance or Reserve pending investigation.
10.3 The Merchant shall indemnify CC Payments in full against any losses, fines, penalties, or costs arising from the Merchant's engagement in Prohibited Activities.
11.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
11.2 Controller and Processor Roles. With respect to Customer personal data processed in connection with Transactions, the Merchant is the data controller and CC Payments is a data processor acting on the Merchant's behalf. To the extent CC Payments processes personal data for its own purposes (such as fraud prevention, analytics, and compliance), CC Payments acts as an independent data controller.
11.3 Merchant's Obligations. The Merchant shall:
11.4 CC Payments' Obligations. CC Payments shall:
11.5 CC Payments' Privacy Policy, available at ccpayments.co.uk/privacy, sets out further details regarding CC Payments' processing of personal data.
12.1 All intellectual property rights in the Platform, Dashboard, API, plugins, documentation, and any other materials provided by CC Payments are and shall remain the sole property of CC Payments (or its licensors). Nothing in this Agreement transfers or assigns any intellectual property rights to the Merchant.
12.2 CC Payments grants the Merchant a non-exclusive, non-transferable, revocable licence to use the Platform, Dashboard, API, and plugins solely for the purpose of receiving the Services during the term of this Agreement.
12.3 The Merchant grants CC Payments a non-exclusive, royalty-free licence to use the Merchant's name, logo, and trademarks for the limited purpose of providing the Services and, with the Merchant's prior consent, for marketing and promotional purposes.
12.4 The Merchant shall not: (a) reverse-engineer, decompile, or disassemble any part of the Platform; (b) copy, modify, or create derivative works based on the Platform; (c) sublicense, sell, or distribute access to the Platform; or (d) use the Platform in any manner not expressly permitted by this Agreement.
13.1 Each party shall keep confidential all Confidential Information received from the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by Applicable Law or a court order.
13.2 The obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is received from a third party without restriction on disclosure.
13.3 Without limiting the generality of Section 13.1, the Merchant shall keep confidential the specific Fee rates, commercial terms, and any pricing arrangements agreed with CC Payments.
13.4 The obligations in this Section shall survive the termination of this Agreement for a period of three (3) years.
14.1 Exclusion of Consequential Loss. To the maximum extent permitted by Applicable Law, CC Payments shall not be liable to the Merchant for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or loss of anticipated savings, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if CC Payments has been advised of the possibility of such damages.
14.2 Cap on Liability. Subject to Section 14.4, the total aggregate liability of CC Payments to the Merchant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Merchant to CC Payments during the six (6) month period immediately preceding the event giving rise to the claim.
14.3 Third-Party Services. CC Payments shall not be liable for any loss or damage arising from: (a) the acts, omissions, or failures of the Processing Partner, Card Schemes, banks, or any other third party; (b) interruptions, outages, or errors in the systems or networks of the Processing Partner or any third party; (c) any Chargeback, dispute, or reversal of a Transaction; or (d) the Merchant's failure to comply with this Agreement, Applicable Law, or Card Scheme Rules.
14.4 Nothing Excluded. Nothing in this Agreement shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under Applicable Law.
14.5 The Merchant acknowledges that the Fees reflect the allocation of risk set out in this Agreement and that CC Payments would not provide the Services on the agreed terms without the limitations set out in this Section.
15.1 The Merchant shall indemnify, defend, and hold harmless CC Payments, its directors, officers, employees, agents, and affiliates from and against all claims, demands, actions, proceedings, losses, damages, costs, expenses (including reasonable legal fees), fines, and penalties arising out of or in connection with:
15.2 This indemnity shall survive the termination of this Agreement and shall be in addition to, and not in substitution for, any other remedies available to CC Payments.
16.1 The Merchant represents and warrants that it is not, and shall not become, engaged in money laundering, terrorist financing, or any other financial crime. The Merchant shall comply with all applicable anti-money laundering legislation, including the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
16.2 The Merchant shall not process Transactions involving persons, entities, or countries subject to economic sanctions imposed by the United Kingdom, the European Union, the United States, or the United Nations.
16.3 The Merchant shall cooperate fully with CC Payments in connection with any KYC, anti-money laundering, or sanctions screening checks, including providing information, documentation, and access to records as reasonably requested.
16.4 CC Payments may immediately freeze, suspend, or terminate the Merchant's account if CC Payments suspects, in its reasonable opinion, that the Merchant is involved in or facilitating money laundering, terrorist financing, fraud, sanctions evasion, or any other financial crime. CC Payments may withhold any funds in the Merchant's settlement balance and Reserve and may report its suspicions to the relevant authorities.
16.5 The Merchant acknowledges that CC Payments is prohibited from "tipping off" the Merchant in relation to any suspicious activity report made to the relevant authorities, and that CC Payments may be unable to explain the reasons for any account suspension or fund hold in such circumstances.
17.1 Termination on Notice. Either party may terminate this Agreement by giving the other party not less than thirty (30) days' written notice.
17.2 Termination for Cause. CC Payments may terminate this Agreement with immediate effect by written notice to the Merchant if:
17.3 Termination by Merchant for Cause. The Merchant may terminate this Agreement with immediate effect if CC Payments commits a material breach of this Agreement which is not remedied within thirty (30) days of written notice from the Merchant.
18.1 Upon termination of this Agreement, howsoever arising:
18.2 Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued prior to termination.
18.3 The following Sections shall survive termination: 1 (Definitions), 7 (Chargebacks), 9 (Reserves), 11 (Data Protection), 13 (Confidentiality), 14 (Limitation of Liability), 15 (Indemnification), 16 (Anti-Money Laundering), 18 (Effects of Termination), 21 (General Provisions), and 22 (Governing Law).
19.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
19.2 A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, strikes, government action or regulation, power failure, internet or telecommunications failure, failure of the Processing Partner's systems, cyberattack, or any other event that could not reasonably have been foreseen or prevented.
19.3 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects.
19.4 If a Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate this Agreement by written notice.
20.1 CC Payments may amend this Agreement at any time by giving the Merchant not less than thirty (30) days' written notice (which may be provided by email, through the Dashboard, or by publishing an updated version on the CC Payments website).
20.2 The Merchant's continued use of the Services after the effective date of any amendment shall constitute acceptance of the amended terms. If the Merchant does not agree to the amendment, the Merchant may terminate this Agreement in accordance with Section 17.1 before the amendment takes effect.
20.3 Amendments required by Applicable Law, Card Scheme Rules, or the Processing Partner may be implemented immediately without the notice period specified in Section 20.1, where delay would not be reasonably practicable.
21.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, and representations, whether written or oral.
21.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
21.3 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any right or remedy on one occasion shall not be deemed a waiver of that right or remedy on any subsequent occasion.
21.4 Assignment. The Merchant may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of CC Payments. CC Payments may assign or transfer this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
21.5 Third-Party Rights. This Agreement does not confer any rights on any person or party other than the parties to this Agreement and their permitted successors and assigns. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
21.6 Notices. Notices under this Agreement shall be in writing and sent to the email address associated with the Merchant's account (for notices to the Merchant) or to the address published on the CC Payments website (for notices to CC Payments). Notices sent by email shall be deemed received on the next Business Day after sending.
21.7 Relationship of the Parties. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the parties. CC Payments is an independent contractor providing Services to the Merchant.
21.8 Electronic Acceptance. The Merchant agrees that this Agreement may be accepted electronically and that such acceptance shall have the same legal effect as a handwritten signature. Acceptance may be indicated by clicking an acceptance checkbox during the onboarding process, by using the Services, or by signing below.
22.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
22.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims).
By signing below or accepting electronically, the Merchant confirms that it has read, understood, and agrees to be bound by the terms and conditions of this Merchant Services Agreement.