Acquiring Service Terms

Updated:
November 17, 2025
  1. Introduction
    1. These Acquiring Service Terms apply to the provision of the Acquiring Services by Efficacy to you. 
    2. Before Efficacy provides the Acquiring Services to you, you must read, agree with and accept all of the terms and conditions contained in these Acquiring Service Terms and/or agreed to in your Application, including without limitation any service terms agreed between you and the ISO.
    3. By completing the Application process you are regarded as having read and agreed to these Acquiring Service Terms and our Privacy Policy. If you do not agree, you should not apply for our Acquiring Services. These Acquiring Service Terms become binding when we, or the ISO, confirm in writing that your application has been accepted.
    4. You consent to us processing your Personal Information to meet any and all obligations under Applicable Law and our internal risk policies. This processing includes verification of your identity with the South African Department of Home Affairs, credit checks, and sanction screening for anti-money laundering purposes. You expressly consent to us performing a credit check for the purposes of providing the Acquiring Services to you. 
    5. If you applied to receive the Acquiring Services via an ISO, you consent to the ISO sharing your information with us, and vice versa, to provide the Acquiring Services and related support to you. 
    6. You should pay special attention to the parts in bold as they have especially important consequences for you.
  2. Definitions and Interpretations
    1. For the purpose of these Acquiring Service Terms the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:
      1. Acquire means the acquisition by Efficacy of a Transaction submitted by the Merchant for processing under the Acquiring Services;
      2. Acquiring Service Terms means these written terms and conditions which regulate the provision of the Acquiring Services; 
      3. Acquiring Services means the provision by Efficacy to you of the Authorisation and Settlement services in respect of Transactions submitted by the Merchant, and related card acquiring services as set out herein; 
      4. Applicable Law means any statute, regulation, policy, by-law, directive, notice or subordinate legislation, common law, binding court order, judgement or decree, industry code, policy standard, direction, policy or order that is given by a regulator, in each case having the force of law, and which applies to a Party and/or the provision of the Acquiring Services;
      5. Application means the application completed by you, with the ISO, to receive the Acquiring Services in accordance with these Acquiring Service Terms;
      6. Authorisation means the process of referring a Transaction for authorisation to the relevant Issuer at the time of the Transaction for approval for the Transaction to be processed; 
      7. Business means your business as a Merchant, where applicable as described in the Application or such other description as Efficacy may agree from time to time;
      8. Business Day means any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;
      9. Card means any credit or debit card provided by an Issuer to a Cardholder;
      10. Card Not Present or CNP means an order for goods or services where the Card or the Cardholder is not physically present at the time of the Transaction;
      11. Cardholder means an individual, company, firm or other body to whom a credit or debit Card has been issued and who is authorised to use that Card; 
      12. Cardholder’s Account means an account in the name of a Cardholder, to which a Card is linked;
      13. Chargeback means a demand made by an Issuer or a Scheme to be repaid a sum of money by Efficacy in respect of a Transaction which has been previously settled by the relevant Scheme;
      14. Chip means an electronic device embedded in a Card which enables the Card to communicate the Cardholder details to a Terminal;
      15. Contactless Card means a chip card with additional RFID (radio frequency identification) functionality, which can make a Contactless Payment; 
      16. Contactless Payment means a Transaction made whereby a contactless card is touched against or placed within close proximity of a contactless enabled Point of Sale device; 
      17. Contract Year means a period of 12 months commencing on the Effective Date, and thereafter the period of 12 months commencing on each anniversary of the Effective Date;
      18. CVV or CVC means card verification value or card verification code, the three-digit security code printed on the reverse of Cards and intended to enhance the authentication of the Card;
      19. Data Protection Laws means any data protection or data privacy laws applicable in South Africa from time to time, including but not limited to the Protection of Personal Information Act 4 of 2013, the Promotion of Access to Information Act, 2 of 2000, the Consumer Protection Act 68 of 2008 and the Cybercrimes Act, 19 of 2020;
      20. Effective Date means the date on which we notify you that your application has been successful;
      21. Efficacy or we or us (as the context may require) means Efficacy Payments Proprietary Limited, a company incorporated in South Africa under registration number 2016/008667/07; 
      22. Fees means the fees and charges payable by you to Efficacy for the provision of the Acquiring Services as issued and varied by us in our discretion from time to time, in accordance with these Acquiring Service Terms, if applicable; 
      23. Floor Limit means the amount above which Authorisation is required in respect of a Transaction, as determined by the relevant Scheme or Efficacy from time to time;
      24. Force Majeure means any circumstance or event not within a Party’s reasonable control, including without limitation: unpredictable adverse weather conditions, national industrial strikes (excluding strikes or labour disputes originated by or involving only the relevant workforce or any part of it or the workforce of its agents or subcontractors), war, acts of God, acts of terrorism, epidemics, pandemics, floods, decrees by government, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, earthquakes or civil disturbance, business interruption events such as a cyber-attack (where those steps taken by a Party to avoid the cyber-attack were standard to the industry and were unable to detect, prevent or minimise the effect of the cyber-attack); which in each case could not reasonably be foreseen and is beyond the reasonable control of the relevant Party or its employees or agents;
      25. Intellectual Property means all and any intellectual property of any kind including, without limitations, all and any creations of the mind whatsoever and however embodied, which may subsist, are recognised or be capable of protection by law from use by any other person, and all rights resulting from or attributable to such creation of the mind whether acquired or protected by Applicable Law in South Africa or wheresoever in the world owned by a Party, including (without limitation) patents, petty patents, utility models, trade marks, service marks, trade and business names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, copyright and related rights (such as, without limitation, associated moral rights and copyright vesting in software, computer programs, databases programming algorithms, methodologies, models, processes, techniques, analyses, research and findings), domain names, designs (including registered designs), inventions, topography rights and like rights, trade secrets, know-how, Confidential Information, databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection wheresoever in the world, whether or not any of these is registered or unregistered and including all applications or renewals for any such rights or registration thereof and any goodwill related to or arising from such rights;
      26. ISO means one of Efficacy’s appointed independent sales partners who you have elected to procure the Acquiring Services through;
      27. Issuer means an organisation that issues Cards and whose name appears on a Card as the Issuer, or who enters into a contractual relationship with the Cardholder for the use of the Card;
      28. MasterCard means MasterCard International Incorporated and any affiliate thereof with responsibility for operations in South Africa, and any of their successors and assigns;
      29. Merchant or you or your (as the context may require) means the entity that completed the Application; 
      30. Merchant Information means all information, documents, materials, drawings, specifications and data, in any form provided by the Merchant to Efficacy, or which are inputted by Efficacy on the Merchant’s behalf;
      31. Nominated Bank Account means the Rand-denominated bank account which you have advised Efficacy is to be debited and/or credited with funds due by and to you;
      32. NPS Act means the National Payment Systems Act 78 of 1998; 
      33. Parties means the Merchant and Efficacy, and Party means either one of them as determined by the context;
      34. PASA means the Payment Association of South Africa; 
      35. Payment Card Industry Data Security Standards or PCI DSS means the standards laid down by the Schemes to minimise the potential for Card and Cardholder data to be compromised and used fraudulently;
      36. Personal Information means information relating to any person, including but not limited to: (i) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person; (ii) information relating to the education or the medical, financial, criminal or employment history of the person; (iii) information relating to the financial affairs of the person; (iv) credit card details and transactional data; (v) any identifying number, symbol, e-mail address, physical address, telephone number or other particular assignment to the person; (vi) biometric information about a person; (vii) personal opinions, views and preferences of a person; (viii) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; (ix) the views or opinions of another individual about the person; (x) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person; and (xi) any other information which may be treated or defined as "personal information" in terms of any Applicable Laws, including Data Protection Laws;
      37. PIN means a personal identification number;
      38. PIN Pad means a secure device with an alphanumeric keyboard which complies with the requirements established from time to time by Efficacy and through which the Cardholder can enter their PIN;
      39. Point of Sale means the physical location at which Transactions are initiated;
      40. Privacy Policy means the Efficacy privacy policy which can be accessed here;
      41. Refund where you agree to make, or made, a refund to the Cardholder’s Card of the whole or part of any sum authorised by a Cardholder, to be debited to their Cardholder’s Account;
      42. Reversal means the reversing of an Authorisation in respect of a Transaction;
      43. SARB means the South African Reserve Bank; 
      44. Scheme mean Visa, MasterCard, and other payment schemes notified to you by Efficacy from time to time;
      45. Scheme Rules mean the rules and operating instructions issued by particular Schemes from time to time;
      46. Service Terms mean additional terms and conditions that may apply to further Acquiring Services provided after the Effective Date, which may be updated on notice to the Merchant; 
      47. Settlement means the payment of amounts due to you by, or on behalf of, Efficacy (or by you to Efficacy) under these Acquiring Service Terms;
      48. Settlement Partner means Efficacy’s settlement partner as authorised by the SARB from time to time; 
      49. Terminal means an electronic device used to capture Card details, for obtaining Authorisations and submitting Transactions to Efficacy for Settlement. The term also includes a PIN Pad, if it is a separate device. A Terminal may or may not be provided to you by Efficacy;
      50. Termination means the termination of these Acquiring Service Terms by either of the Parties in accordance with clause 20 of these Acquiring Service Terms;
      51. Termination Event means each of the events set out in clauses 20.2 to 20.3 (inclusive) of these Acquiring Service Terms;
      52. Transaction means the acceptance by you of a purchase by a person of goods and/or services (including a credit or refund) using a Card (including CNP Transactions), or an alternative payment method;
      53. Transaction Data means all data relating to a Transaction (including Transaction Records and Refunds), and such data includes all customer Personal Information included therein;
      54. Transaction Record means the particulars of a Transaction required from you by Efficacy in order to Acquire a Transaction in the form as prescribed by it; and
      55. Visa means Visa International and any affiliate thereof with responsibility for operations in South Africa, and any of their successors and assigns.
    2. The terms of these Acquiring Service Terms have been negotiated by the Parties and drafted for the benefit of the Parties. Accordingly, any rule in terms of which an agreement will be interpreted against the Party responsible for the drafting and preparation of the agreement will not apply in the interpretation of this Agreement.
  3. Commencement and Duration
    1. These Acquiring Service Terms are binding from the Effective Date. 
    2. If you submit any Transaction for Acquiring before our onboarding (including under the Financial Intelligence Centre Act 38 of 2001) processes are completed, we will hold all proceeds until these processes are complete to our satisfaction. 
    3. Subject to clause 3.2 above, these Acquiring Service Terms continue until terminated by either Party in accordance with clause 20. 
  4. Acquiring Services‍
    1. Efficacy will provide the Acquiring Services to you in line with Applicable Law, the Scheme Rules and with reasonable skill and care. 
    2. Efficacy may cancel, suspend or modify part or all of the Acquiring Services immediately if reasonably necessary or desirable, and will notify you as soon as possible of any such cancellation, suspension or modification.
    3. In providing payment Acquiring Services, Efficacy acts as a designated clearing system participant in accordance with the NPS Act. This means that Efficacy is obliged to: 
      1. retain all records obtained during the course of providing payment Acquiring Services for such period required under the NPS Act and any other Applicable Law;
      2. treat the Merchant Information as confidential, including the information relating to any Transactions;
      3. provide you with relevant Transaction Data; and
      4. supply Merchant Information and Transaction Data to the SARB or PASA, as may be legally required.‍
    4. You acknowledge that Efficacy may make changes to the Acquiring Services and these Acquiring Services Terms to ensure compliance with Applicable Law. 
  5. Honouring of Card Transactions
    ‍    You agree to: 
    1. comply with all applicable Scheme Rules; 
    2. accept all valid and current Cards presented by Cardholders; and
    3. provide your full range of goods and services at prices not greater than your normal cash prices.‍
  6. Authorisation
    1. You must obtain prior Authorisation for any Transaction that is equal to or greater than the applicable Floor Limit for the Card concerned before you can accept it from a Cardholder. The Floor Limit is zero, unless otherwise notified by Efficacy or the relevant Issuer. 
    2. You must seek Authorisation at the time of, or prior to, accepting each Transaction by following the procedures set out by Efficacy, or as Efficacy may otherwise instruct you. In particular you must, at the time of the Transaction, apply for Authorisation by: 
      1. ensure the Cardholder taps a Contactless Card on the Point of Sale device for a Contactless Payment; 
      2. ensure the Cardholder inserts a Card into the Terminal and inputs their PIN on the PIN Pad; 
      3. following the security prompts for other payment instructions. 
    3. If Authorisation is granted, you shall (where relevant) record on the Transaction Record the code number allocated to the Authorisation. If the Transaction so authorised is not forthwith concluded, you must immediately contact us for a Reversal of the Authorisation, except if otherwise provided by Efficacy.
    4. If Authorisation is refused, the Transaction must not proceed and you must not seek Authorisation for a different amount (as a new Transaction). 
    5. Should a Cardholder deny having authorised or participated in a Transaction, Efficacy may, at its discretion, withhold or return Transactions as unpaid. 
    6. You acknowledge that an Authorisation is only valid for that specific Transaction and amount , and that Authorisation is not a guarantee of Settlement, particularly in respect of a CNP Transaction. ‍
  7. Transactions and Refunds
    1. All Transactions accepted and submitted by you must be in South African Rands, unless otherwise prior written approval has been obtained from Efficacy.
    2. If you have been authorised to accept Transactions, you are automatically authorised to provide Refunds in respect of such Transactions.
    3. You may only Refund Transactions to the Card that was originally used to make such Transaction, and you must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder’s Account. 
    4. Subject to the below, you must evidence the presence of the Card tendered for each Transaction, either by Chip read or Card swipe through a Terminal. 
    5. In respect of Chip and PIN Cards and Contactless Cards, you must use the appropriate technology to secure all Transactions and you shall incur full liability for fraudulent Transactions that arise from your failure to do so including, without limitation (i) Transactions where you accept a Chip and PIN Card using any Terminal that incorporates Chip and PIN technology without using the Chip and PIN functionality to accept the Transaction, (ii) failing to use a PIN Pad, (iii) and Transactions using Contactless Cards where the agreed process has not been followed.
    6. In respect of Chip and PIN Cards, if you fail to accept Chip and PIN Card Transactions using a Chip and PIN Terminal, and after notification by Efficacy continue to fail to accept such Transactions, your right to submit Transactions may be terminated immediately. You may not request a Cardholder to disclose their PIN at any point. You must provide a reasonably secure place for the Cardholder to enter their PIN into the PIN Pad. You shall require that every Cardholder enters their PIN using the PIN Pad when initiating a Chip and PIN Transaction. The PIN Pad is for the Cardholder’s exclusive use. The Cardholder’s PIN is not in any circumstances to be printed on a Transaction receipt or to be recorded or stored in any way. In the event of Chip failure during a Transaction, you will be required to accept another tender type for that Transaction.
    7. You must not:accept and/or submit Transactions for anything other than the genuine purchase of goods or services that you supply;
      1. impose any minimum or maximum Transaction values (other than where Efficacy has applied a maximum value in accordance with clause 9);
      2. split a Transaction into two or more Transactions to circumvent a Scheme Rule or Applicable Law;
      3. accept Transactions relating to goods or services which fall outside the description of your Business without the prior written approval of Efficacy;
      4. accept a Transaction or present Transaction Data for Acquiring which was not undertaken directly between you and the Cardholder; 
      5. submit Transactions to be Acquired on behalf of a third party without the prior written consent of Efficacy;
      6. accept Transactions relating to goods or services for which the Point of Sale or mobile device with the Efficacy App is outside South Africa, unless Efficacy gives you prior written consent;
      7. accept any Transaction using any Card issued in your name, or on the Nominated Bank Account or of a partner in, or director or other officer of your Business, or of the spouse or any member of the immediate family or household; 
      8. make excessive requests for authorisation or authorise multiple transactions for nominal amounts.
      9. The appointment by you of a payment service provider, or other form of intermediary, to process Transactions on your behalf is subject to our prior written approval. ‍
    8. Transaction limits & delays
      1. Efficacy may, at its discretion, impose – 
        1. a limit on the total value of Transactions it processes for you over a given period of time; and 
        2. a Transaction review for certain potentially high-risk Transactions and impose limits on the amount of payments you can submit to be Acquired through the Acquiring Services without our prior written approval.
      2. Where requested by Efficacy, you shall provide the annual value of Transactions you anticipate Efficacy will process on your behalf. If you exceed the limit, processing may be suspended and/or Efficacy may hold the funds in a reserve account until a new limit is agreed.‍
    9. Presentation of Transactions
      1. You may present Transactions to Efficacy for Authorisation and Settlement by way of electronic transfer (or other media as may be agreed in writing). Authorisation does not guarantee payment for a Transaction, it merely verifies that there is available credit on the Card, and that the Card has not been reported lost or stolen at the time of the Authorisation.
      2. The Transaction Data requirements are set by the Schemes and will be advised to you from time to time. Changes to such Transaction Data advised to you must be implemented by you within the required timescale as detailed with such notification(s).
      3. You must not present, or allow anyone else to present, to Efficacy more than one set of Transaction Data for each Transaction.
      4. If Transactions are not presented directly by you to Efficacy, any third party used to manage or send Transactions to Efficacy on your behalf must be approved in writing by Efficacy to handle Transactions before they may do so. ‍
    10. Payment by Efficacy
      1. Subject to this clause 10, Efficacy will pay to you all sums due and recorded as Transaction Data submitted in accordance with these Acquiring Service Terms by crediting your Nominated Bank Account.
      2. Efficacy may, with or without notice, change processing or payment terms and suspend credits or other payments of any and all funds, money and amounts due or which subsequently become due to you pursuant to these Acquiring Service Terms if in good faith it suspects that any Transaction is fraudulent or involves other criminal activity, or that the Transaction was not in the ordinary course of your Business, or if the number or size of the Transaction(s) is significantly greater than expected, or if any of the Termination Events have occurred or if it suspects that any such Termination Event has, or is likely to occur (whether or not Efficacy has terminated these Acquiring Service Terms). All payments so suspended may be retained by Efficacy until it has satisfied itself that such Transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.
      3. Neither Efficacy nor our Settlement Partner will be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties, including, but not limited to, any Scheme or your transactional banking financial institution. 
      4. Efficacy may set off all amounts due by you from any amounts held by it from time to time, in its sole discretion. ‍
    11. Invalid Transactions and Chargebacks
      1. Issuers may refuse or decline to settle a Transaction or decide to undertake the Chargeback of a Transaction undertaken and processed by you and presented to them by Efficacy. ‍
      2. If an Issuer exercises its rights not to settle or to undertake a Chargeback, Efficacy will immediately, and without notice, be entitled, and you will allow Efficacy, to debit your Nominated Bank Account, or to recover from you by any other means, the amount paid by Efficacy to you in respect of that Transaction. Efficacy’s right to do this will not be affected by any arrangement between you and the Cardholder.
      3. Efficacy is not under any obligation to notify you of any defect in any Transaction Data, or other liability to Chargeback except where a Chargeback is in fact made; or to procure, or assist you in procuring, payment from a Cardholder where the relevant Transaction has been charged back.‍
    12. Credits and debits to Nominated Bank Account
      1. You must at all times during the period that Efficacy processes Transactions for you, maintain a Nominated Bank Account, acceptable to Efficacy, in Rand, for the purpose of enabling it to credit payments due to you, and to debit any sums payable by you to it. If you require more than one such account, prior notice in writing must be given.‍
      2. You will maintain with your bank an instruction to pay on presentation all requests for payment of a debit initiated by Efficacy in respect of amounts due by you to it, even after these Acquiring Service Terms has ended for any reason.‍
      3. If you intend to change your Nominated Bank Account you must notify Efficacy first and then provide Efficacy with all such documentation as Efficacy may reasonably request. In addition, you shall initiate a new payment instruction in relation to your new Nominated Bank Account on the terms contained in these Acquiring Service Terms. 
      4. Debits will not be presented by Efficacy to your Nominated Bank Account until at least fourteen (14) days after the Transaction date. This may result in the Nominated Bank Account being debited prior to your receipt of the statement in accordance with Scheme Rules on Debits.‍
    13. Fees and charges
      1. In consideration for the provision of the Acquiring Services you agree to pay all Fees and charges as agreed in your Application, together with all relevant taxes and its reasonable costs (including management time) of managing the Nominated Bank Account. 
      2. The Fee in respect of a Transaction becomes due and payable to Efficacy once a Transaction has been Acquired by Efficacy, and is due and payable irrespective of any subsequent dispute, overpayment, chargeback, reversal, refund or repayment between you and the Cardholder.
      3. The ISO, shall invoice you for the Fees in accordance with the ISO’s terms and conditions of service.
      4. In addition to the Fees, Efficacy, or the ISO, may require you to make one or more of the following payments:
        1. the amount of any Refunds issued (if not already deducted from sums paid by you to it);
        2. the full amount of any overpayments made by it in respect of Transactions, however caused;
        3. the full amount of any payments made by it in respect of invalid Transaction Data;
        4. the full amount of any Chargebacks;
        5. the amount of any fees, fines, penalties and other charges payable by it to a Scheme, or any other person, as a result of any failure by you to comply with the Scheme Rules, Acquiring Service Terms, or if the ratio of your Chargebacks to Transactions exceeds the relevant industry average (as determined by the Schemes from time to time); 
        6. the Fees, where applicable and agreed to in you Application; 
        7. any amounts you have authorised us to deduct which may be owing by you to the ISO or your payment service provider; and
        8. any other sums due and payable by you under these Acquiring Service Terms. ‍
    14. Security
      1. Before completing any Transaction, you are required to comply with all security procedures that Efficacy requires you to comply with from time to time, and to attempt, by reasonable, discreet and peaceful means, to retain a Card if so requested by it. You agree to retain all Transaction details and Data in the strictest confidence, and in a secure environment where it can only be accessed by authorised members of your staff, and to ensure that any such details stored electronically are fully protected. You will take all precautions to ensure that Cardholder information is not misused or disclosed to any person, other than Efficacy.
      2. You may not retain or store magnetic stripe, CVV or CVC data after Authorisation for a Transaction has been received.
      3. You agree to comply with the PCI DSS, Visa Account Information Security Programme and the MasterCard Site Data Protection Programme, and any changes to those programmes and standards which may occur. Efficacy will provide you with details of such data standards and programmes on written request.
      4. You will be liable for and hereby indemnify Efficacy against all claims, damages, demands, losses, costs and expenses, fines, penalties or liability, including Scheme fines for non-compliance, resulting from any loss of Cardholder information or data, or a violation by you, or your employees, officers, agents or subcontractors of any of the standards or programme requirements referenced in this clause 14. You will also confirm to Efficacy in writing that all third parties that store, transmit or process Transactions on your behalf are fully compliant with the standards and programmes referenced in this clause 14.
      5. These Acquiring Service Terms contain certain information designed to help you reduce the risk of fraud arising on Transactions, as such you must treat it as confidential and secure and, not disclose it to the general public where possible. ‍
    15. Onboarding
      1. You agree to provide Efficacy or the ISO with up-to-date documentation and information to satisfy the requirements relating to Know your Client (“KYC”), which includes but is not limited to the Financial Intelligence Centre Act and legislation against terrorism, local and international sanctions and related provisions relating to Efficacy policies and procedures. The failure to provide the documentation and/or information could result in the suspension of Acquiring Services provided.
      2. Upon request you will provide Efficacy or the ISO with such certified copies of financial accounts (including management accounts), trading terms, supplier invoices, customer contracts, product information and such other documentation or information concerning your Business as Efficacy requests to assist it with its determination as to whether to enter into an Acquiring Service Terms with you, or with its continuing evaluation of your financial and credit status.
      3. Upon request, you shall provide Efficacy or its representatives, reasonable access to your facilities for the purpose of performing an inspection of your books, records and/or systems, and to take copies of such books and records as Efficacy require. 
      4. You must retain in a secure place copies of all original Transaction Records, receipts, invoices or equivalent documents (whether printed or digital) relating to each Transaction. All the above-mentioned documents must be kept by you in a safe, secure and confidential manner for at least 5 (five) years from the date of the relevant Transaction. 
      5. After 12 (twelve) months from the date of a Transaction you may, subject to the prior written approval of Efficacy, transfer all the printed information referenced in clause 15.4 to digital copies. The microfiche or processed images must then be securely stored and kept confidential by you for the remainder of the 5 (five) years.
      6. Efficacy owns all right in and to the Transaction Data. You are not authorised to give, sub-license, sell, or in any way transfer, dispose of or grant any kind of right in any Transaction Data, or part thereof, to any third party. 
      7. Efficacy shall be entitled, at any time, and from time to time, up to 2 (two) years after the Transaction date, to request from you, and you must provide us, within the timeframe stated, and at no charge, with evidence acceptable to Efficacy of any Transactions including (without limit) the documents listed above, and any other evidence of the Cardholder’s authority to debit their account with the amount of the Transaction. Failure to do so within the specified timescales may result in a Chargeback.
      8. You are responsible for ensuring that all Transaction Data which you retain or submit to Efficacy is correct, complete, and not lost or damaged, and that all Transaction Data is confidentially and securely held in accordance with this clause 15 and clause 17 and can be reconstituted, in a complete and easily readable form. Neither Efficacy nor our Settlement Partner will in any circumstances (other than if due to our gross negligence) be liable in respect of the face-value of any Transaction Data, or the costs of reconstituting such data, or for any other loss or damage arising from any loss of Transaction Data. If any loss or damage to the physical medium containing any Transaction Data occurs and is agreed, or shown to be due to our gross negligence, Efficacy will reimburse you the replacement value of the lost or damaged medium.
      9. You authorise Efficacy and its agents to obtain such documents or information, as referred to in this clause 15, from third parties, subject to banking regulations and Applicable Laws.
      10. You must advise Efficacy immediately of any change in the circumstances affecting your Business including:
        1. any insolvency event (or impending insolvency event);
        2. any actual or impending change of voting control in you or your holding company;
        3. any actual or impending change in your trading terms, directors, other officers, members or partners, business or trading name, legal status, business or trading address or in any of your other details that you have provided to us; and
        4. any actual or impending sale or other disposal of all or any material part of your assets, which may result in a material adverse change to your Business.
      11. You agree to notify Efficacy forthwith in the event that you have any existing arrangement with any other party operating in any of the Schemes referred to in these Acquiring Service Terms.‍
    16. Indemnity and Liability‍
      1. You hereby indemnify Efficacy against all claims, damages, demands, losses, costs and expenses, fines, penalties or liability, including Scheme fines for non-compliance, howsoever arising, suffered, made against or incurred by us and arising from or in connection with your breach of these Acquiring Service Terms, or from any Transaction or any other dealing between you and your ISO or payment service provider, or you and a Cardholder. If you are a partnership, you hereby also agree that each partner will be jointly and severally liable under these Acquiring Service Terms.
      2. You hereby indemnify Efficacy against all claims, damages, demands, losses, costs and expenses, fines, penalties, including Scheme fines for non-compliance, or liability howsoever arising, suffered, made against or incurred by us and arising from or in connection with any breach of Scheme Rules, or any other reason where a Scheme levies a fee, fine, penalty or charge against us due to any action or inaction by you. You shall, at your own expense, provide Efficacy with all reasonable assistance to resolve any dispute arising under the Scheme Rules. We shall have complete discretion to decide whether or not to resist or defend any claim made against Efficacy by any Scheme or Cardholder, or whether to settle any such claim, and the decision of Efficacy shall be binding on you.‍
      3. You agree that if Efficacy is threatened with the loss or sequestration of any goods or property as a result of any act or Transactions carried out by or for you, you (i) hereby indemnify us against all claims, damages, demands, losses, costs and expenses, fines, penalties or liability, including Scheme fines for non-compliance, arising as a result of your having carried on that business, and (ii) will immediately cease the related conduct. Furthermore in respect of all Transactions between you and a Cardholder, the onus shall be on you to provide evidence to the satisfaction of Efficacy that the debit of the Cardholder’s Account was authorised by the Cardholder. ‍
      4. Without prejudice to the foregoing, or to the indemnities set out in these Acquiring Service Terms, you also agree that Efficacy shall have discretion to accept, dispute, settle or otherwise deal with any claim made against you or us arising out of a Transaction accepted by you for loss or liability in respect thereof on your behalf.‍
      5. The maximum aggregate liability of Efficacy for all claims or losses, whether arising in contract or delict (including negligence and breach of statutory duty) or otherwise, shall not in any Contract Year exceed the amount of Fees received by Efficacy from you in consideration for the provision of Acquiring Services to you hereunder in the relevant Contract Year in which the claim arises.
      6. Efficacy shall not have any liability to you whether in contract or delict (including negligence or breach of statutory duty) or otherwise and whatever the cause for any increased costs or expenses; loss of profit, loss of business, loss of goodwill, loss of data, or loss of revenue or anticipated savings; or special, indirect or consequential loss or damage of any nature whatsoever. ‍
      7. If the Merchant qualifies as a consumer in terms of the Consumer Protection Act 68 of 2008, the limitation of liability in clause 16.5 above will not apply to any loss directly or indirectly caused through the gross negligence of Efficacy (and its employees, shareholders, directors, agents, affiliates and representatives).‍
    17. Data Protection 
      1. When applying for and using the Acquiring Services, you will be required to provide certain data and other information (including in certain instances, special personal information) to us to enable us to provide the Acquiring Services to you.‍
      2. By disclosing or submitting any Merchant Information to us, you consent to us processing such information for the purposes described in these Acquiring Service Terms and the Privacy Policy. You are responsible for ensuring that your customers, when providing us with any information, have provided prior consent to us processing their information (where applicable).‍
      3. The Parties shall, in performing their obligations under these Acquiring Service Terms, comply with all Data Protection Laws and shall comply with the Privacy Policy in relation to manner in which the Parties will process Personal Information of the other Party.
      4. By using the Acquiring Services, you hereby consent to Efficacy processing (which includes collect, use, update, make available, destroy, store, or otherwise deal with and conduct the necessary checks) Merchant Information (including processing such information outside the borders of South Africa) for the purposes of providing Acquiring Services and products to you, in accordance with any of the terms and conditions for products and services provided by Efficacy and the requirements of Applicable Law. 
      5. You are responsible for the accuracy of the Merchant Information and that Merchant Information is correct. We are not responsible for checking the accuracy of any aspect of any of Merchant Information, files or records you provide to us and we will not be liable for any payment related errors made resulting from errors or incorrect information in your files or records.
      6. You are solely responsible for securing all data in your possession or under your control.
      7. The Merchant confirms that Efficacy may process any information and documentation relating to your Business or that of your employees, directors and members in relation to the Acquiring Services provided by Efficacy. 
      8. You agree that Efficacy can access any information about you that is recorded with any credit bureau, or held by any other division of Efficacy, or obtain fraud reports and checks at any time during the course of your relationship with Efficacy. The credit bureau provides credit profiles on persons as well as a credit score on the credit-worthiness of persons. 
      9. Efficacy shall give you at least 20 (twenty) Business Days’ notice of its intention to submit adverse information (relating to the non-compliance with these Acquiring Service Terms) concerning you to the relevant registered credit bureau/s. 
      10. Efficacy may process Merchant Information in order to assess your application and risk profile, provide the Acquiring Services in terms of these Acquiring Service Terms, process payment instructions and make settlement (which may include sharing Merchant Information with third parties), enforce our obligations under these Acquiring Service Terms, provide support and make disclosure to regulators, enforcement agencies or other bodies under Applicable Law. 
      11. In addition, Efficacy may use and disclose Merchant Information (which shall be aggregated and anonymised) for the following purposes: (a) providing, improving and developing the Acquiring Services; (b) market research and trend analysis; (c) taking steps to prevent, detect or prosecute fraud and other offences and/or to comply with Applicable Law; and (d) other purposes authorized by the Merchant in these Acquiring Service Terms or otherwise in writing. 
      12. You have the right to withdraw your consent provided in this clause 17 by way of written notice to us. Should you withdraw your consent, we may not be able to continue to provide Acquiring Services to you. You also have the right to file a complaint with us about an alleged contravention of the protection of the Merchant Information by emailing us at compliance@efficacypayments.com. ‍
    18. Intellectual Property
      1. All rights, title, ownership and interest in and to any materials and Intellectual Property rights, which belong to any of the Parties and/or their vendors and/or licensors (as the case may be), shall at all times remain the sole property of such Party and/or their vendors or licensors. Unless as provided for in these Acquiring Service Terms, a Party shall not, by virtue of this Agreement, obtain or claim any right, title or interest in or to the other Party's Intellectual Property.
      2. Efficacy may include at its discretion your company name, description and hyperlink on the Efficacy website and other marketing material.‍
    19. Warranties
      In presenting Transaction Data to Efficacy, you warrant that:
      1. all statements contained in the Transaction Data are true, accurate and complete; 
      2. you have supplied (or, where the Transaction Data relates to a prepayment or deposit, you have agreed to supply) the goods or services to which the Transaction Data relates and to the value stated therein;
      3. there is no element of credit given;
      4. no other Transaction has been or will be processed in respect of the same goods or services;
      5. the Transaction has been entered into by you in good faith and you are not aware of any dispute relating to or any matter which may affect the validity of the Transaction;
      6. the Transaction was made in accordance with these Acquiring Service Terms and the Scheme Rules;
      7. the receipt by you, and the processing of Cardholder’s Information and Transaction Data supplied by you to Efficacy in the course of administering and discharging our obligations and liabilities under these Acquiring Service Terms, will not infringe the rights of any third party; and
      8. you are in compliance, and shall continue to comply for the duration of these Acquiring Service Terms, with your obligations under Applicable Law; and
      9. you have never breached the Scheme Rules and/or had a merchant acquiring services terminated. ‍
    20. Termination of these Acquiring Service Terms
      1. Either Party may terminate the Acquiring Services at any time by giving not less than thirty (30) days prior written notice to the other Party (subject to the other terms contained in these Acquiring Service Terms).
      2. Either Party may terminate the Acquiring Services at any time effect by notice to the other Party if the other materially breaches these Acquiring Service Terms and fails to remedy such breach within 14 (fourteen) days of receiving written notice including, without limitation, (i) where a Party becomes insolvent; any step is taken for the liquidation, bankruptcy, receivership, administration, dissolution, business rescue or other similar action of another Party; or (ii) if the other Party makes a compromise with its creditors generally.‍
      3. In addition Efficacy will also be entitled to suspend and/or terminate the Acquiring Services with immediate effect at any time on notice to you if: 
        1. you fail to pay any amount due to us under these Acquiring Service Terms, at any time after such amount becomes due and payable;
        2. you change your Nominated Bank Account, other than as permitted under clause 12 and these Acquiring Service Terms;
        3. you are an individual and you die (in which case notice will be sent to your personal representatives);
        4. you are a juristic person and you (or any third party) takes any steps to wind you up, dissolve your partnership, put you into administration, business rescue or enter any insolvency proceedings; 
        5. are a juristic person and you (or any third party) enter into any transaction where there is a direct or indirect change of control of your entity;
        6. there is any significant change, or we suspect a significant change is impending (as determined by us), in the nature, level, scope or control of your business activities or your financial condition;
        7. there is fraud or suspicion of fraud or other criminal activity;
        8. you process a Transaction for your own Card, or any Card, without the sale of any goods or services;
        9. in our opinion your ability or willingness to comply with the terms of these Acquiring Service Terms is at risk;
        10. any of our efforts to comply with statutory obligations under Applicable Laws, the Scheme Rules or a court order binding upon us, are obstructed;
        11. we are required to do so by any regulator or Scheme, or the integrity or reputation of the Schemes or ourselves, in our opinion, is brought into disrepute by you;
        12. your activities are, or are likely to have, in our opinion, a material impact on our business, commercial arrangements, reputation and/ or goodwill;
        13. your activities contravene any Applicable Law, or which otherwise relate directly or indirectly to matters that we may view, from time to time, as being unlawful or otherwise objectionable in kind and nature;
        14. you have not sent Efficacy a Transaction for 6 (six) consecutive months;
        15. we consider excessive the percentage, number or amount of fraudulent Transactions submitted by you under the Acquiring Services, or the number of Chargebacks in relation to your Business. Furthermore, you accept liability for and you will indemnify us on a full and continuing basis, against all claims, damages, demands, losses, costs and expenses, fines, penalties or liability, including Scheme fines for non-compliance, in relation to excessive levels of Chargebacks; or
        16. where you are required to do so by law, fail to file your annual return in compliance with Applicable Law, or within the timeframes prescribed by the South African Companies and Intellectual Property Commission. Efficacy shall be entitled, at our discretion, to terminate the Acquiring Services if we believe, in our sole discretion, that you are violating any of the foregoing.
      4. The ending of these Acquiring Service Terms will not affect any actual or contingent liabilities or claims of any Party hereto which accrue before the termination or expiration of these Acquiring Service Terms. You will continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Transactions processed pursuant to these Acquiring Service Terms, all other amounts then due or which may thereafter become due under these Acquiring Service Terms, and breaches of Scheme Rules which are notified to Efficacy at any time after these Acquiring Service Terms has ended.
    21. Dispute Resolution
      1. The Parties agree that the first recourse to resolving any dispute arising out of or in connection with these Acquiring Service Terms, including disputes relating to its existence, validity or termination and additional circumstances which result in material breach thereof, shall be mediation proceedings whereby they will consult and negotiate with each other in good faith and attempt to reach a satisfactory resolution to the dispute. 
      2. In the event that the prevailing dispute is not resolved within 15 Business Days from the date on which mediation proceedings began, the dispute, if arbitrable in law, shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA and shall be held in Cape Town.
      3. This clause 21 will not preclude either Party from access to an appropriate court of law for interim relief in respect of urgent matters by way of an interdict, or a mandamus pending finalisation of this dispute resolution process, for which purpose the Parties submit to the jurisdiction of Cape Town division of the High Court of South Africa.
    22. ‍Miscellaneous
      1. Each Party undertakes to keep confidential all information of the other Party, business operations, and customer data and not to disclose it to any third party except as required by Applicable Law or to fulfil obligations under these Acquiring Service Terms. The provisions of this clause 22.1 are severable from the rest of these Acquiring Service Terms and shall survive the expiry or termination of these Acquiring Service Terms for whatever reason.
      2. These Acquiring Service Terms constitute the entire agreement between the Parties and supersede prior agreements and understandings with respect hereto. 
      3. Any indulgence granted shall not constitute a waiver of any of the rights of the Party which granted such indulgence. Except where expressly agreed otherwise in these Acquiring Service Terms, the rights and remedies of the Parties under these Acquiring Service Terms are cumulative, may be exercised as often as the Parties consider appropriate and are in addition to their rights and remedies under general law. 
      4. You are not permitted to assign these Acquiring Service Terms or transfer your rights or obligations under it without the prior written consent of Efficacy. Efficacy may assign or novate these Acquiring Service Terms, and transfer or sub-license any or all of its rights and obligations under it, at any time and you hereby expressly consent to any such assignment, novation, transfer or sub-license.
      5. If any provision of these Acquiring Service Terms is or becomes illegal or invalid, that provision will be deemed deleted from these Acquiring Service Terms and the remaining provisions shall continue in force.‍
      6. You acknowledge and agree that Efficacy may from time to time, vary or supplement these Acquiring Service Terms, its terms (including, for example, any, or all of the individual documents which form part of these Acquiring Service Terms and any documents completed and/or agreed to in your Application) and any accompanying documentation. Any such variation shall become effective upon Efficacy notifying you in the manner provided in these Acquiring Service Terms, and subject to such notice periods as it may prescribe from time to time. If you do not wish to accept the changes made to these Acquiring Service Terms, you may terminate the Acquiring Services immediately by giving Efficacy notice in writing within 30 (thirty) days of such change coming into effect.‍
      7. These Acquiring Service Terms shall be construed and governed in accordance with the laws of South Africa and the Parties consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Western Cape Local Division, Cape Town in any dispute arising from or in connection with these Acquiring Service Terms. 
      8. Neither Party shall be in breach of these Acquiring Service Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Acquiring Service Terms if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 (thirty) days, the Party not affected may terminate this Agreement by giving 7 (seven) days' written notice to the affected Party.