Bank of Ayudhya – Financial Services Terms

Last updated: 17 August 2022

This Financial Services Terms Addendum (“Addendum”) to the Stripe Services Agreement—Thailand (“Agreement”) provides additional terms applicable to the Payment Processing Services (“VM Payment Services”) for Transactions on Visa and Mastercard international credit and debit cards, and Visa and Mastercard credit cards issued in Thailand (collectively, the "VM Payment Cards"). Visa and Mastercard (individually referred to as a “Network” and collectively, the “Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Networks in relation to the VM Payment Services. Any terms used but not defined in this Addendum will have the meaning provided in the Agreement.

This Addendum constitutes a legal agreement among you, Stripe, and Bank of Ayudhya Public Company Limited (“Member Bank”) and is effective when you process your first Transaction on a Network. You understand and agree that Stripe or Member Bank may enforce, any provisions of the Agreement that relate to your use of VM Payment Services. Stripe or Member Bank may also terminate this Addendum at any time, which may limit or terminate your ability to use VM Payment Services.

You must accept all of the terms and conditions of this Addendum to use the VM Payment Services. If you do not accept them, you may not use or receive the VM Payment Services.

1. Responsibilities

a. Important Member Bank Disclosures: Member Bank discloses that (i) it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under this Addendum; (ii) it must be a principal party to this Addendum; (iii) it is responsible for educating you on the Network Rules with which you must comply, but this information may be provided to you by Stripe; and (iv) subject to Section 4 of this Addendum, with respect to Transactions processed through the VM Payment Services, it is responsible for and must provide the Settlement Funds (as defined below) that it receives to Stripe for Stripe’s distribution to you; and (v) with respect to Transactions processed through the VM Payment Services, Stripe is responsible for all funds that may be held in reserve that are derived from your Settlement Funds.

Stripe is registered as a Payment Facilitator by Member Bank.

Member Bank Information: Bank of Ayudhya Public Company Limited (Krungsri), 1222 Rama III Road, Bang Phongphang, Yan Nawa, Bangkok 10120 Thailand. Phone 2296-2000 #1.

b. Your Responsibilities: In addition to any other responsibilities set forth in this Addendum, you agree that, at all times throughout the term of this Addendum, you will (i) comply with the PCI Standards in using and maintaining Payment Data; (ii) maintain fraud and chargebacks rates acceptable under the Network Rules; (iii) review and understand the terms of this Addendum; and (iv) comply with the Network Rules and Laws.

2. Purpose of this Addendum

Stripe is responsible for providing the VM Payment Services pursuant to the terms of the Agreement; Member Bank is not responsible for the provision of any Services by Stripe or your use of the Services for your business. Stripe, and not Member Bank, will provide customer service to you to resolve any issues you may have related to your use of the VM Payment Services. You are solely responsible for providing support to your Customers for all issues related to your products and services.

3. Compliance with Network Rules

Where you use the VM Payment Services to accept Charges from VM Payment Cards, you will comply with the Network Rules and limitations on use identified in the Agreement, including the acceptance guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit) set forth therein. Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Addendum and/or the Agreement. Without limiting the foregoing, you specifically agree to:

a. Only submit Transactions authorized by the cardholder;

b. Only accept payment for the sale of products or services, and receipt of bona fide donations, conducted by you pursuant to your business as indicated in your Stripe Account and not for any Prohibited or Restricted Business;

c. Submit a Transaction for the full amount owed by the Customer for the Transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the Transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

d. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of VM Payment Cards, and not discourage the use of one VM Payment Card brand over another;

e. Not impose surcharges or taxes (except where permitted by Law and the Network Rules) and, where so done, you will only collect such amounts as part of the submitted Charge;

f. Only use Network logos or marks in a manner permitted by the Network Rules;

g. Prohibit use of VM Payment Cards for disbursement of cash (except as permitted by the Network Rules);

h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of VM Payment Cards or cardholder data;

i. Make clear to Customers that they are transacting with you prior to, during, and after the Transaction, including providing clear statement descriptors;

j. Use all reasonable methods to resolve disputes with Customers, including those resulting in a chargeback, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to you unless the recharge is authorized by the Customer; and

k. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

l. Where you are registered by Member Bank as a ‘Marketplace’ under the Network Rules specified by Visa (“Visa Rules”) and you use the VM Payment Services to accept Charges from Visa payment cards, then, without limiting your obligations under Section 3.a. of this Addendum, you specifically agree to:

  • Ensure the third-party retailers and sellers for which you submit Transactions (“Marketplace Retailers”) comply with the Visa Rules and the limitations on use identified in the Agreement in the same manner as provided with respect to you in Section 3.a. of this Addendum;
  • Enter into a contract with each Marketplace Retailer before you submit Transactions for the Marketplace Retailer, the terms of which will conform to the Visa Rules for ‘Marketplaces’, this Addendum, and the Agreement;
  • Immediately stop submitting Transactions for any particular Marketplace Retailer at the direction of Stripe, Member Bank, or Visa, which direction may be provided to you at any time for any reason;
  • Ensure the Transactions you submit for a Marketplace Retailer are legal in Thailand and, if the Marketplace Retailer is located outside of Thailand, the country of the Marketplace Retailer;
  • Not ask or require your Customers, or permit any Marketplace Retailer to ask or require any of your Customers, to waive their dispute rights;
  • Only submit Transactions representing Marketplace Retailers’ sales of goods or services using your ‘Marketplace’ platform website or application;
  • Not knowingly contract with a Marketplace Retailer whose payment services previously have been terminated by or at the direction of Stripe, Member Bank, Visa or government regulators; and

You specifically agree you are liable for all acts, omissions, Visa cardholder disputes, and other Visa cardholder customer service-related issues caused by your Marketplace Retailers, and responsible and financially liable for each Transaction submitted for a Marketplace Retailer.

4. Settlement of Funds

When Member Bank receives funds from the Networks for settlement of your Charges (“Settlement Funds”), Member Bank will provide the Settlement Funds to Stripe, and Stripe will disburse the Settlement Funds to you (or any applicable third-party recipient you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including this Addendum. You authorize and direct Stripe to instruct Member Bank on how and when to make transfers of Settlement Funds to Stripe, including the initiation of holds, receipts, and disbursements of Settlement Funds. Stripe will hold Settlement Funds in pooled merchant funds accounts pending disbursement.

You agree you are not entitled to access the Settlement Funds prior to the Settlement Funds being credited by Stripe to your Payout Account (or the bank account of a third-party recipient to which you have instructed Stripe to make a disbursement on your behalf). You further agree that you have no right to direct Member Bank to distribute Settlement Funds, that you may not assign any interest in any Settlement Funds held by Member Bank, and that you are not entitled to any interest or other compensation associated with the Settlement Funds held by Member Bank.

You agree that, after Member Bank transfers Settlement Funds to Stripe, any dispute or claim you may have regarding the receipt or amount of Settlement Funds will be between you and Stripe.

5. Sharing of Data

a. You authorize Stripe to provide any Data, including User Data or Payment Data, to Member Bank to (i) provide the services described in this Addendum to you, (ii) comply with its legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with our legal, payment network, or regulatory obligations, Member Bank may provide any Data to law enforcement, payment networks or regulators (as the case may be).

b. You agree that you will not (i) use the Payment Data for any purpose other than to support VM Payment Services, (ii) use the Payment Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Data to anyone other than Member Bank, Visa, or Mastercard (as applicable); or in response to a government request. Further, you agree that you will at all times comply with the PCI Standards with respect to Payment Data and will indemnify and hold Member Bank harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, Member Bank, or Stripe.

c. You affirm and warrant that you have obtained all necessary rights and consents or have relied on another legal basis under applicable privacy Laws to allow Member Bank to collect, use, retain, disclose and transfer outside Thailand - any Data, including Personal Data, you have provided to Stripe. You are responsible to ensure that (i) Customers and any other applicable data subjects are notified of the Member Bank’s Privacy Policy, and (ii) you, Customers, and other applicable data subjects have read and understand the Member Bank’s Privacy Policy which is updated from time to time.

6. Term and Termination

This Addendum is effective as provided in the introductory paragraphs, and will continue in effect so long as you use the VM Payment Services. This Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VM Payment Services and/or this Addendum may be terminated at any time by Member Bank Stripe, or either Network as provided in the introductory paragraphs.

7. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to Member Bank and Stripe as of each day on which you receive VM Payment Services that:

a. You are legally able to enter into this Addendum;

b. You will not use the VM Payment Services, directly or indirectly, for any fraudulent or illegal undertaking;

c. You will only use the Payment Services in a manner consistent with the Agreement, including this Addendum, the Documentation, and the Network Rules;

d. Each statement made on the application, in your Stripe Account information, or other information provided to Stripe or Member Bank in support of the Agreement or the Addendum is true, correct and complete;

e. You are not doing business under a name or style not previously disclosed to Stripe;

f. You have not changed the nature of your business, card acceptance practices, delivery methods, return policies or types of products or services sold requiring a different MCC under any Network Rules, in a way not previously disclosed to Stripe; and

g. You will use the VM Payment Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Payment Services to any other party.

8. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Member Bank, and their respective employees, directors, agents, subcontractors and affiliates (collectively “Member Bank Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or this Addendum; (b) your use of the VM Payment Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Payment Method Providers, or third parties; (d) negligence or wilful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Member Bank incurs as a direct or indirect result of your acts or omissions (including indemnification of any Network, card issuer, or intermediary bank).

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SERVICES DESCRIBED IN THIS ADDENDUM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO MEMBER BANK ENTITIES AS THEY DO TO STRIPE. THE MEMBER BANK ENTITIES (A) ARE NOT RESPONSIBLE FOR YOUR OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (B) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, STRIPE, OR ANY THIRD PARTY.

10. Limitations on Liability

In no event will the Member Bank Entities be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including this Addendum, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by Stripe. Under no circumstances will any of the Member Bank Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the VM Payment Services or your Stripe Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.

The Member Bank Entities assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the VM Payment Services; (b) any misuse of VM Payment Services or Data; (c) any interruption or cessation of transmission to or from the VM Payment Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the VM Payment Services; (e) any errors, inaccuracies, or omissions in VM Payment Services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.

Without limiting anything to the contrary, the Member Bank Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed in the amount of fees or compensation actually received by Member Bank from Stripe for providing the VM Payment Services to you during the Three (3) month period immediately preceding the event that gives rise to the claim for liability. The limitation of liability in the preceding sentence will not apply to claims by you against Member Bank for direct damages for failure to transfer Settlement Funds to Stripe in accordance with Section 4 of this Addendum, in which case Member Bank’s liability for such direct claim by you is limited to the amount of any Settlement Funds that Member Bank failed to transfer to Stripe in accordance with Section 4 of this Addendum.

This limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and will apply regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Member Bank has been advised of the possibility of such damage.

To the extent that liability cannot be excluded, restricted or modified by law in the manner expressed in the foregoing, Member Bank’s liability is limited in its sole discretion to: (i) the supply of the Payment Services again; or (ii) the cost of having the Payment Services supplied again.

11. Thailand Only Services; No Illegal Activities

You may not use any services offered by Member Bank from, or on behalf of persons or entities (a) in a country embargoed by Thailand or (b) blocked, denied, or sanctioned by the Thai government or authorities such as the Office of Anti-Money Laundering. You further acknowledge and agree that you will not use your Stripe Account and/or the VM Payment Services for illegal transactions. Unless otherwise explicitly stated, the VM Payment Services are solely for use by you in Thailand.

12. Waiver; Amendment

The failure of Member Bank to assert any of its rights under this Addendum shall not be deemed to constitute a waiver by Member Bank of its rights to enforce each and every provision of this Addendum in accordance with its terms. This Addendum may be amended by Member Bank from time to time in the same manner as the Agreement may be amended by Stripe.

13. Governing Law

This Addendum is entered into, governed by, and construed pursuant to the laws of Thailand.

14. Relationship between the Parties; No Partnership or Agency; Independent Contractors

No agency, partnership, joint venture or employment relationship is created between you and Member Bank by way of this Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this Addendum will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.

15. Additional Terms.

This Addendum may not be assigned by you without the prior written consent of Member Bank and Stripe. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. If any provision of this Addendum is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Addendum will be construed as if such provision is not contained in this Addendum.