Merchant Agreement
Terms and Conditions
Effective Date:
Version: Draft 1.0

Merchant Agreement

Terms and Conditions of Card Acceptance and Payment Processing Services

These Terms and Conditions (“Agreement”) govern the relationship between the merchant identified in the Merchant Application Form (the “Merchant” or “you”) and Pllenty Inc. (“Pllenty”, “we”, “us”, or “our”) with respect to the acceptance of payment Cards and the provision of payment processing and related services.

By submitting a Merchant Application Form, activating a Pllenty account, or first using any of the Services, you agree to be bound by this Agreement in its entirety. You should read this Agreement carefully before proceeding.

1. Definitions

The following terms have the meanings set out below. Defined terms apply equally to their singular and plural forms.

Term	Meaning
“Agreement”	These Terms and Conditions, the Merchant Application Form, the Fee Schedule, the Operating Manual and Procedures, and all applicable Card Brand Rules and Regulations, as amended from time to time.
“American Express”	Amex Bank of Canada and its respective affiliates, successors, and assigns.
“Authorization Code”	The code provided by a Card Issuer confirming that a Cardholder’s account has sufficient funds or credit to support a Transaction and that the Card is not blocked. An Authorization Code does not guarantee the validity of a Transaction.
“Authorized Third Party”	A third party expressly approved by Pllenty in writing to process, transmit, or store Cardholder Data on your behalf.
“Batch Close”	The manual or automated process by which Transaction Records are confirmed to initiate settlement with Pllenty.
“Business Day”	Any day other than Saturday, Sunday, or a statutory holiday observed in the Province of Ontario.
“Card”	Any credit card, debit card, prepaid card, or other payment device issued by a Card Issuer and supported by Pllenty’s Services from time to time.
“Card Brand”	Visa Canada Corporation, Visa Inc., Mastercard International Inc., Interac Corporation, Discover Financial Services (Canada) Inc., UnionPay International Co., Ltd., Amex Bank of Canada, and their respective affiliates, successors, and assigns.
“Card Brand Fines”	Fines, fees, penalties, assessments, costs, and other financial liabilities imposed on Pllenty by a Card Brand arising from your acts or omissions.
“Card Brand Rules and Regulations”	All applicable rules, regulations, bulletins, guidelines, and directives of each Card Brand, as amended from time to time.
“Card Issuer”	A financial institution or other entity that issues Cards to Cardholders.
“Card-Not-Present Transaction”	A Transaction where neither the Cardholder nor the physical Card is present at the point of sale, including mail order, telephone order, and eCommerce Transactions.
“Cardholder”	The person authorized to use a Card who presents that Card to you for payment.
“Cardholder Data”	Any information encoded or printed on a Card, including the Cardholder’s name, Card number, expiry date, PIN, and security codes.
“Chargeback”	The reversal of a credit or payment made to you for a Transaction, as further described in Section 5.
“Code of Conduct”	The Code of Conduct for the Payment Card Industry in Canada, as amended from time to time.
“Confidential Information”	Confidential or proprietary information of Pllenty including the terms of this Agreement, Fee schedules, Card Brand Rules and Regulations (to the extent not publicly available), Pllenty Intellectual Property, merchant numbers, merchant statements, and technical information.
“Data Compromise”	Any suspected or actual unauthorized access to, disclosure, theft, or loss of Cardholder Data or Transaction Records.
“Data Security Standards”	PCI DSS and all other applicable data security standards issued by the Card Brands or PCI Security Standards Council, as amended from time to time.
“Effective Date”	The date on which you first activate your Pllenty merchant account or first use the Services.
“Equipment”	Point-of-sale Terminals, PIN pads, mobile applications, hardware, firmware, and other payment processing equipment used in connection with the Services.
“Fees”	All fees, charges, Merchant Discount Rates, Chargeback fees, Card Brand fees, setup fees, inactivity fees, deactivation fees, and other amounts payable by you under this Agreement, plus applicable taxes.
“Holdback”	A portion of settlement funds retained by Pllenty upon termination as described in Section 9.
“Initial Term”	The first one (1) year of this Agreement following the Effective Date.
“Losses”	Damages, losses, liabilities, costs, interest, expenses (including taxes), fines, penalties, assessments, and fees (including reasonable legal and professional fees).
“Merchant Application Form” / “MAF”	The Pllenty merchant application form completed by you, as may be amended from time to time.
“Merchant Discount Rate” / “MDR”	The percentage of each Transaction charged by Pllenty for acquiring and related Services.
“Operating Manual and Procedures”	Pllenty’s operational guides, procedures, and reference materials relating to processing Transactions and using Equipment, as published on Pllenty’s website and amended from time to time.
“PCI DSS”	The Payment Card Industry Data Security Standard issued by the PCI Security Standards Council.
“Prohibited Transaction”	Any Transaction carried out in violation of applicable law, the Card Brand Rules and Regulations, or that is unauthorized by the Cardholder, or otherwise designated by Pllenty or a Card Brand as prohibited.
“Reserve”	A reserve account established or required by Pllenty as described in Section 8.
“Renewal Term”	Each successive six (6) month period following the Initial Term.
“Services”	Card acceptance, authorization, processing, settlement, reporting, and related services provided by Pllenty to you under this Agreement.
“Terminal”	Any point-of-sale device, PIN pad, mobile application, or virtual payment processing solution used to process Transactions.
“Transaction”	Any sale, refund, or adjustment between you and a Cardholder in which a Card is used as a method of payment.
“Transaction Receipt”	The printed or electronic record provided to the Cardholder as proof of a Transaction.
“Transaction Record”	The electronic record of a Transaction, including Authorization Code, submitted to Pllenty for processing and settlement.

2. Pllenty Services

2.1 Scope of Services

Pllenty will provide you with the Services described in your Merchant Application Form and as approved by Pllenty. Pllenty may provide some or all Services through affiliates or third-party service providers.

2.2 Acceptance of Agreement

Your first use of the Services constitutes your acceptance of this Agreement in full. Your continued use of the Services following notice of any amendment constitutes acceptance of such amendment.

2.3 Changes to Your Business

You must promptly notify Pllenty of any material change to your business that may affect your use of the Services or Pllenty’s risk exposure, including:

a corporate reorganization, change of control, or sale of all or substantially all of your assets;

a material change in the nature of your business or the goods or services you sell;

a significant increase in your Transaction volumes;

commencement of Card-Not-Present Transactions (which require Pllenty’s prior written consent); or

any other change that may impact the level of risk or exposure to Pllenty.

Following notice of a change in your business, Pllenty may review and make reasonable modifications to the terms of this Agreement.

3. Processing Transactions

3.1 Compliance

You are responsible for ensuring that you and your employees comply at all times with the most current Card Brand Rules and Regulations, Data Security Standards, Operating Manual and Procedures, and all applicable laws.

3.2 Prohibited Practices

You will not:

process Prohibited Transactions;

use the Services to process Transactions on behalf of another person, entity, or merchant (“factoring”);

process a Transaction that involves a cash advance (unless expressly permitted by Card Brand Rules), covers an existing debt, or involves a dishonoured cheque;

impose surcharges, minimum purchase amounts, or maximum purchase limits on Cardholders except as expressly permitted under Card Brand Rules and applicable law;

discriminate against or discourage the use of any particular Card Brand; or

attempt to obtain multiple Authorizations for a single Transaction.

3.3 Refund and Return Policy

You must communicate your refund, exchange, and return policy clearly to Cardholders at the point of sale and on your website. If your business has a “no refund” or “no exchange” policy, this must be conspicuously displayed. All refunds must be credited to the same Card used for the original Transaction; cash refunds are not permitted where a Card was used.

3.4 Transaction Receipts

You must issue a Transaction Receipt for every Transaction and provide it to the Cardholder. You will retain copies of all Transaction Receipts for a minimum of 24 months. If copy of any Transaction Receipt is requested, you must provide it within 8 calendar days of the request. Failure to provide a valid Transaction Receipt may result in the Transaction amount being treated as a debt owing.

3.5 Batch Close

You must execute a Batch Close within one (1) Business Day of each Transaction date. Pllenty reserves the right to close any open Batch at any time if you fail to do so within that period.

3.6 Displaying Marks

You will display the promotional materials, decals, and digital Marks provided or approved by Pllenty to indicate to the public which Cards you accept, in accordance with Card Brand guidelines.

4. Data Security and Cardholder Data Protection

4.1 Permitted Use

Cardholder Data may only be collected, used, and disclosed by you for the sole purpose of completing a Transaction. You must take all reasonable steps to ensure that a Cardholder’s PIN is not disclosed and is protected at all times. You will not request or require a Cardholder to disclose their PIN.

4.2 Authorized Third Parties

You may not use any third party — including third-party software — to process, transmit, or store Cardholder Data without Pllenty’s prior written consent. Each approved third party constitutes an “Authorized Third Party.” You are responsible for ensuring each Authorized Third Party complies with the Data Security Standards, Card Brand Rules, the Operating Manual and Procedures, and all applicable laws. You must notify Pllenty in advance of any change to an Authorized Third Party.

4.3 PCI DSS Compliance

You must comply with PCI DSS at all times and provide Pllenty with evidence of compliance (including self-assessment questionnaires or reports on compliance issued by a Qualified Security Assessor) upon request. Your Authorized Third Parties must also be PCI DSS compliant and, where required, registered with the applicable Card Brand.

4.4 Data Compromise

You must notify Pllenty immediately upon discovering or suspecting any actual or potential Data Compromise, fraud, card skimming, or other security incident involving Cardholder Data. You will cooperate fully with any forensic examination required by Pllenty or a Card Brand, and you will bear all costs associated with such examination and the implementation of its recommendations.

4.5 Card Brand Fines

If a Card Brand imposes Card Brand Fines on Pllenty arising from your non-compliance with Card Brand Rules, Data Security Standards, excessive Chargebacks, or a Data Compromise, you are responsible for all such Card Brand Fines and will indemnify Pllenty accordingly. Pllenty is not required to provide supporting documentation beyond what is supplied by the Card Brand.

Note: Pllenty represents and warrants that neither you, your principals, nor any entity you have controlled within the past three (3) years has suffered a Data Compromise or been in violation of Card Brand Rules within the past three (3) years.

5. Chargebacks

This Section 5 applies to credit card processing only.

5.1 Chargeback Liability

If a Cardholder disputes a Transaction, or if a Transaction is charged back for any other reason under Card Brand Rules (regardless of whether an Authorization Code was received), the credit or payment to you for that Transaction may be reversed (a “Chargeback”). You acknowledge and agree that you are solely responsible for all Chargebacks. Pllenty does not decide which Transactions result in a Chargeback and does not initiate Chargebacks.

Common grounds for Chargebacks include (without limitation):

failure to issue a refund to a Cardholder upon return or non-delivery of goods or services;

failure to follow proper acceptance or authorization procedures; or

a Transaction that the Cardholder did not authorize.

5.2 Chargeback Disputes

If you wish to dispute a Chargeback, you must respond to Pllenty’s request for information within 7 calendar days of the request. Pllenty will not investigate or attempt to reverse a Chargeback if you fail to respond within this period (unless a different timeframe is required by Card Brand Rules).

5.3 Excessive Chargebacks

If your Chargeback volume or the number of fraudulent or counterfeit Transactions is excessive (as determined by the applicable Card Brand), you will be responsible for any resulting Card Brand Fines and must cooperate with Pllenty to implement remediation measures. Pllenty may terminate access to the Authorization System for any affected location if Chargeback levels exceed Card Brand thresholds.

6. Equipment and Terminals

6.1 Pllenty-Provided Equipment

Any Equipment provided by Pllenty remains Pllenty’s property at all times and shall not become a fixture. You will reimburse Pllenty for any loss, damage, or expense arising from misuse of the Equipment. You may not sublease Equipment. Repairs to Pllenty-provided Equipment must be performed by Pllenty or its designated service provider.

6.2 Third-Party Equipment

If you use Equipment not provided by Pllenty, you are responsible for ensuring it complies with Card Brand Rules and Data Security Standards and meets Pllenty’s specifications. Pllenty may require certification of such Equipment prior to use.

6.3 Equipment Security

You must implement adequate security measures to protect all Equipment from tampering, theft, loss, or fraudulent use. You must report any errors, malfunctions, theft, or unauthorized use to Pllenty promptly. You are responsible for all loss, theft, or damage to Pllenty-provided Equipment (except for normal wear and tear).

6.4 Cancelling Equipment Rental

You may cancel an Equipment rental at any time by providing Pllenty with prior written notice and returning the Equipment to Pllenty at your cost.

7. Fees and Settlement

7.1 Fees

You will pay Pllenty all applicable Fees as set out in your Fee Schedule (plus applicable taxes). Pllenty may change Fees or introduce new Fees by providing you with advance notice in accordance with the Code of Conduct.

7.2 Settlement

Subject to Pllenty’s rights to withhold or set off amounts under this Agreement, Pllenty will use commercially reasonable efforts to settle Transaction proceeds to your designated bank account within two (2) Business Days of a Batch Close. Settlement is contingent on your bank account being valid and in good standing.

7.3 Set-Off

Pllenty may, without prior notice, set off any amounts you owe under this Agreement (including Fees, Chargebacks, Card Brand Fines, and other Merchant Payments) against Transaction proceeds, Reserve funds, Holdback funds, or any other payments or credits owing to you.

7.4 Pre-Authorized Debits

You authorize Pllenty to debit your designated bank account for any amounts payable under this Agreement (“Pre-Authorized Debits”) pursuant to the Pre-Authorized Debit Agreement (“PAD Agreement”) incorporated by reference and available at www.pllenty.com/legal/merchant-terms-conditions. By executing this Agreement, Merchant acknowledges that a copy of the PAD Agreement has been provided and that all persons whose signature is required for the account(s) have read and understood this authorization. You waive the right to receive pre-notification of the amount or date of any Pre-Authorized Debit. This authorization may be cancelled upon thirty (30) days’ written notice to Pllenty, provided that Pllenty may continue to issue Pre-Authorized Debits during the notice period. Revocation of this authorization may result in immediate termination of this Agreement.

7.5 Statement Review

Your merchant statements are available through Pllenty’s online reporting portal. You are required to review your statements and notify Pllenty in writing of any concerns, errors, or omissions within 30 days of the statement date (or, for electronic transactions, within 30 days of the Transaction date). Failure to notify Pllenty within this period shall be deemed confirmation that all items on the statement are correct.

8. Reserve and Security Interest

8.1 Reserve

Pllenty may establish, or require you to fund, a reserve account (“Reserve”) to secure your obligations under this Agreement in any of the following circumstances:

a material change in your business;

deterioration of your financial situation;

grounds for believing Pllenty may face additional liabilities, including Card Brand Fines;

excessive Chargebacks or fraudulent Transactions;

a material breach of this Agreement;

a suspected Data Compromise;

revocation or threatened revocation of your Pre-Authorized Debit authorization; or

failure by you or an Authorized Third Party to comply with Card Brand Rules or Data Security Standards.

Funds in the Reserve will not bear interest. Pllenty may apply Reserve funds toward satisfaction of any amounts owing under this Agreement.

8.2 Security Interest

You hereby grant Pllenty a security interest in: (i) any Equipment you have purchased; (ii) your present and future bank accounts; (iii) all present and future Transactions and rights to receive settlement proceeds under this Agreement; (iv) your entitlement to residual funds in the Reserve and Holdback; and (v) all proceeds of the foregoing, as continuing security for all present and future obligations to Pllenty under this Agreement. You irrevocably authorize Pllenty to file financing statements in any relevant jurisdiction at your expense.

9. Term and Termination

9.1 Term

This Agreement commences on the Effective Date and continues for the Initial Term of one (1) year, after which it will automatically renew for successive Renewal Terms of six (6) months each, unless either party provides the other with at least 30 days’ written notice of non-renewal prior to the end of the then-current term.

9.2 Termination by Pllenty

Pllenty may terminate this Agreement at any time by providing you with written notice. Pllenty may also terminate or suspend this Agreement immediately and without prior notice if:

you fail to comply with any term of this Agreement;

you make any inaccurate representation in the MAF or otherwise;

bankruptcy or insolvency proceedings are commenced by or against you;

the continued provision of Services would pose unacceptable credit, fraud, operational, or reputational risk to Pllenty;

a Card Brand requires termination;

you fail to maintain the required Reserve balance within 3 days of notice to do so;

you have not used the Services for six (6) consecutive months; or

you revoke or provide notice of intent to revoke your Pre-Authorized Debit authorization.

9.3 Termination by You

You may terminate this Agreement without penalty within 70 days of: (i) any increase to an existing Acquirer/Processor Fee or applicable domestic Card Brand core fee (unless pursuant to a pre-agreed schedule); (ii) the introduction of a new Acquirer/Processor Fee; or (iii) a reduction in applicable interchange rates that is not fully passed on to you. Such termination requires written notice and is effective on a date that is at least 30 calendar days after notice is provided.

9.4 Effects of Termination

Upon termination of this Agreement:

all amounts owed by you to Pllenty become immediately due and payable;

your right to accept Transactions ceases immediately;

you must return all Pllenty-provided Equipment at your expense in the same condition as received (less normal wear and tear)

10. Limitation of Liability

10.1 No Warranties

Pllenty makes no guarantee or warranty with respect to the Services or Equipment, whether express, implied, statutory, or otherwise, including any warranty of merchantability or fitness for a particular purpose.

10.2 Liability Cap

To the maximum extent permitted by applicable law, Pllenty’s aggregate liability for any and all Losses arising out of or relating to this Agreement will be limited to actual, direct monetary damages not exceeding the lesser of: (i) CAD $50,000; or (ii) the total Fees paid by you to Pllenty (excluding Card Brand interchange fees, assessment fees, and other Card Brand charges) during the three (3) months immediately preceding the event giving rise to liability. This limitation applies regardless of the form of the action and constitutes your sole remedy.

10.3 Excluded Damages

In no event will Pllenty be liable for any exemplary, punitive, special, incidental, indirect, or consequential damages, or for lost profits, lost revenues, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such damages.

10.4 Force Majeure

Pllenty will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, Gateway, Card Brand or Card Issuer actions, telecommunications or banking system failures, governmental acts or restrictions, fire, flood, or labour disruptions.

11. Indemnity

You will indemnify, defend, and hold harmless Pllenty and its affiliates, officers, directors, employees, agents, successors, and permitted assigns (collectively, “Indemnitees”) from and against any and all Losses directly or indirectly arising from:

your or your Authorized Third Party’s non-compliance with this Agreement, the Operating Manual and Procedures, Card Brand Rules and Regulations, or Data Security Standards;

any Card Brand Fines;

any claim made against Pllenty by a Cardholder or Card Issuer arising from any Transaction; or

your use of any third-party telecommunications or other services provided under this Agreement.

12. Privacy and Confidentiality

12.1 Privacy

You authorize Pllenty to collect, use, store, and disclose your financial, credit, Transaction, and other information to third parties (including Card Brands, Card Issuers, credit agencies, Pllenty affiliates, and service providers, some of which may be located outside Canada) for the purposes of: providing and administering the Services; verifying your identity and creditworthiness; fraud prevention and detection; compliance with applicable law; reporting under Card Brand Rules; marketing (subject to applicable privacy law); and any other purpose permitted by law or required by Card Brands.

Any personal information collected and processed by Pllenty is subject to Pllenty’s Privacy Policy, as amended from time to time and available at www.pllenty.com/privacy.

12.2 Confidentiality

You acknowledge that Confidential Information may be disclosed to you during the Term. You may not use or disclose Confidential Information other than as necessary to perform your obligations under this Agreement or as required by Card Brand Rules. Upon termination, you will return or destroy all Confidential Information held by you.

13. American Express Cards

The following additional terms apply to your acceptance of American Express Cards

13.1 Acceptance and Compliance

You agree to accept American Express Cards in accordance with this Agreement, the American Express OptBlue™ Merchant Guide (available at www.americanexpress.ca/optblueguide), and the American Express Data Security Standards, as each may be amended from time to time.

13.2 Data Sharing

You authorize Pllenty to disclose Transaction data, merchant data, and other information about you to American Express for program administration, analytics, and other lawful business purposes, including commercial marketing communications.

13.3 High Charge Volume Merchants

If you become a High Charge Volume (“High CV”) Merchant (i.e., you process more than CAD $1,000,000 in American Express charge volume on a rolling twelve-month basis, or more than CAD $100,000 in any three consecutive months), you acknowledge that you may be transitioned to a direct American Express Card acceptance relationship with American Express, at which point American Express will set your pricing and other terms for American Express Card acceptance.

13.4 Opt-Out

You may opt out of accepting American Express Cards at any time without penalty and without affecting your right to accept Cards from other Card Brands.

15. Fees Summary

Fee Schedule – Commercial | Pllenty

Fee Schedule – Charity | Pllenty

16. General Provisions

14.1 Amendments

Pllenty may amend, restate, supplement, or otherwise modify this Agreement (including any schedules or the Operating Manual and Procedures) at any time by providing you with notice by any of the methods described in Section 14.3. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of such amendment. The Card Brand Rules and Regulations and Data Security Standards may be amended by the applicable Card Brand at any time without prior notice to you.

14.2 Notices

Notices from Pllenty to you may be delivered by: (i) regular or registered mail; (ii) email; (iii) inclusion in your merchant statement; (iv) posting on Pllenty’s online merchant portal; or (v) posting on Pllenty’s website. Notices sent by mail are deemed received 5 Business Days after mailing. Notices sent by email are deemed received on the date of transmission (or the next Business Day if transmitted outside business hours). Notices from you to Pllenty must be delivered in writing to:

Pllenty Inc.

Email: [support@pllenty.com]

14.10 Accuracy of Information

You represent and warrant that all information provided to Pllenty in connection with this Agreement is and will remain true, complete, and accurate in all respects. You will notify Pllenty at least thirty (30) days in advance of any change to such information.

Bank & Acquirer Disclosure

This disclosure is provided in accordance with Card Brand Rules requiring merchants to understand the respective roles of the acquirer and processor.

Pllenty’s Acquiring Bank / Sponsor Financial Institution
People’s Trust
Important Acquirer Responsibilities:

The Acquirer is the only entity approved to extend acceptance of Visa and Mastercard products directly to a Merchant.

The Acquirer is responsible for educating Merchants on pertinent Visa and Mastercard operating regulations with which Merchants must comply.

The Acquirer, not Pllenty, must hold, administer, and control all reserve funds derived from settlement.

The Acquirer, not Pllenty, must hold, administer, and control settlement funds for the Merchant.

The Acquirer must be a principal (signer) to the Merchant Agreement.

Important Merchant Responsibilities

Complying with Cardholder data security and storage requirements.

Maintaining fraud and Chargebacks below established Card Brand thresholds.

Reviewing, understanding, and complying with the Merchant Agreement.

Complying with Visa and Mastercard operating regulations.

The responsibilities listed above do not supersede the terms of the Merchant Agreement. They are provided to ensure the Merchant understands key obligations of each party and that the Acquirer is the ultimate authority should the Merchant have any problems.