1. Special Terms. These Payment Processing Special Terms (“Special Terms”) are expressly incorporated into and made a part of the agreement(s) (including but not limited to the Uber Eats Master Framework Agreement) entered into between you, Uber Portier BV and Uber Portier Taiwan Co Ltd (“Portier Taiwan”) (collectively, the “Agreement”). Capitalised terms not otherwise defined in these Special Terms will have the meanings assigned to such terms in the rest of the Agreement, and in the event of a conflict between the Special Terms any other terms and conditions of the Agreement, the Special Terms will prevail.
本處理付款特殊約定（「特殊約定」）明確併入且成為您與Uber Portier BV及優食台灣股份有限公司（「優食台灣」）訂定的合約（包括但不限於Uber Eats主框架協議書）（以下合稱「本協議」）之一部分。 特殊約定中未定義的大寫名詞與本協議中所記載者有相同含義，且在特殊約定與本協議的任何其他條款或條件有衝突時，特殊約定應優先適用。
2. Know Your Customer Processes. You must provide Portier Taiwan any documentation, data and/or information it requires to complete all Know Your Customer Verification Processes applicable to either Portier Taiwan or any party engaged by Portier Taiwan to facilitate the processing of payments to you as part of the Uber Services (including but not limited to agents, delegates, contractors, vendors or service providers, that may include banks, card scheme associations, payment gateway providers and other payment processors) (“Payment Processing Partner”).
瞭解客戶（Know Your Customer）流程。您必須向優食台灣提供適用於完成優食台灣或任何優食台灣所聘請之任何一方之所有認識你的客戶驗證流程所需之任何文件、數據和/或資訊，以便作為優步服務一部分向您處理付款（包括但不限於代理商、代表、承包商、供應商或服務提供商，可能包括銀行、信用卡國際組織、支付閘道商和其他付款處理方）（下稱「付款處理夥伴」）。
“Know Your Customer Verification Processes” means any identification verification processes and/or due diligence Portier Taiwan or any party engaged by Portier Taiwan deems necessary.
「瞭解客戶（Know Your Customer）驗證流程」是指優食臺灣或優食臺灣聘請之任何一方認為必要之任何身份驗證過程和/或盡職調查。
3. Audit Rights. Portier Taiwan may, at any time, request a site audit and/or an audit of any information related to you, each of your Participating Locations, your respective businesses or any other related matters, including without limitation any information Portier Taiwan requires to comply with any applicable anti-money laundering laws.
4. Data Sharing. You agree that (i) Portier Taiwan may share any documentation, data and/or information provided by you pursuant to these Special Terms to any of Portier Taiwan’s agents, delegates, contractors, vendors or service providers (including but not limited to banks, card scheme associations, payment gateway providers and other payment processors) which Portier Taiwan deems necessary; and (ii) you will comply with any additional terms and conditions imposed by Portier Taiwan and/or any party engaged by Portier Taiwan throughout the Term to the extent Portier Taiwan deems it necessary for its performance of payment processing services under this Agreement.
5. Additional Representations and Warranties. You further represent and warrant that:
(a) all the documentation, data and/or information provided by you to Portier Taiwan under these Special Terms is accurate and complete in all respects. In the event any of the documentation, data and/or information you have provided to Portier Taiwan under these Special Terms changes, you will immediately: (i) notify Portier Taiwan ; and (ii) provide the relevant updated documentation, data and/or information to Portier Taiwan. Until the moment that Portier Taiwan has received such updated documentation, data or information, Portier Taiwan may assume that the documentation, data and information provided to Portier Taiwan or the party designated by it are complete and correct.; and
(b) you have not been refused from processing payments or had any agreement for processing payments terminated by a card scheme association or any government agency.
6. Card Scheme Rules and Payment Processing Obligations.
(a) You must comply with all card scheme association rules, requirements and regulations (including, but not limited to, Visa, Mastercard, American Express, China UnionPay, JCB, Diners, and Discover) (“Card Scheme Rules”) as well as regulations, guidelines, standards and circulars issued by any bank and/or any other local regulator applicable to the payment processing services provided under this Agreement and/or your business.
(b) In the event of any inconsistencies between the Agreement and any Card Scheme Rules, the Card Scheme Rules shall govern.
(c) You shall comply with all card acceptance policies and procedures as required by card scheme associations, Portier Taiwan, including but not limited to agents, delegates, contractors, vendors or service providers, that may include banks, payment gateway providers and other payment processors.
(d) You are not permitted to transfer or attempt to transfer any of your financial liabilities by asking or requiring Customers to waive their dispute rights.
(e) Portier Taiwan may require changes to the Agreement to ensure you remain in compliance with the Card Scheme Rules, and all regulations, guidelines, standards and circulars and/or any government regulator applicable to the payment processing under the Uber Services and/or your business.
(f) You also agree to the following:
(i) Merchant shall pay attention to whether there is any abnormal credit card transaction with the Customer. If any suspicious transaction or the credit card used by the Customer is found, including but not limited to the possibility of forgery, loss of card, or the behaviour of the card holder is doubtful, Merchant shall notify Uber and, as directed by Uber, its Payment Processing Partner as well to assist in the confirmation with the cooperating financial institution, and cooperate with the necessary processing.
(ii) Merchant shall not install any additional software and hardware programs that retrieves or saves any credit card number data. If there is any violation of this provision, Uber and/or its Payment Processing Partner may suspend or terminate Merchant's use of credit card payment collection services. If any damages occur, Merchant shall be responsible for such damages.
(iii) When multiple parties of a transaction use a credit card to pay, the entire transaction shall be authorized and requested at one time. Merchant shall not split a transaction into two or more amounts (i.e., round it into zero) to carry out multiple transactions and re-obtain transaction authorization codes individually, or to have other financing activities in disguise.
(iv) If Merchant is notified by judiciary authority or related institution, credit card scheme association, card issuers, or other acquirers, or recognized by Uber or its Payment Processing Partner as a risky transaction party, Uber or its Payment Processing Partner does not need to notify Merchant in advance and may temporarily suspend the credit card payment collection service or may activate security control mechanisms (e.g., the 3D-Secure, a security certification for online credit card transactions from credit card scheme association). Uber or its Payment Processing Partner may resume the relevant credit card payment collection service after receiving the notification from the aforementioned institution informing that the Merchant is no longer a risky transaction party . Merchant agrees not to request any interest on or other compensations for related transaction payments during the suspension of credit card payment collection service.
(v) When Merchant uses the credit card payment collection service to conduct online transactions with the Customer, the Customer is exempt from signing on the receipt and swiping the card. Merchant must retain the relevant proof of online transactions for Uber or its Payment Processing Partner at any time. If Uber or its Payment Processing Partner informs Merchant that the relevant credit card payment failed, Merchant shall not deliver or continue to provide services. Merchant shall not allow financial companies and other institutions that do not provide goods or services to conduct transactions through credit card payment collection services provided by Uber or Global Payments.
(vi) Without prejudice to any rights or remedies that a party may have at law or herein, under each of the situations set out below, neither Uber nor its Payment Processing Partner has any obligation to remit any amount payable under the Agreement and/or pay for the transaction. If Uber or its Payment Processing Partner has already paid, Merchant is responsible for the applicable refund. In addition, Uber or its Payment Processing Partner may deduct the amount due to Merchant from other instances of requests or payables, or from the balance in the account of Merchant. Under each of the situations set out below, Merchant shall be liable for the compensation for any damages caused to and all related expenses incurred.
- Merchant breaches any term in these Special Terms. Uber and/or it’s Payment Processing Partner may withhold any amounts payable to you under the Agreement without notice until such time as Uber and/or it’s Payment Processing Partner is satisfied that you have cured or remedied the breach;
- Merchant does not process the payments in accordance with this Clause 6;
- The transactions are conducted by the exclusive merchant ID codes that have not been approved by Uber or its Payment Processing Partner;
- Merchant fails to obtain a transaction authorization code through Uber or its Payment Processing Partner credit card payment collection service (including forging and self-editing the transaction authorization codes);
- Transactions are conducted without the actual purchase of goods or services, including but not limited to using credit cards to advance cash from underground banks;
- Merchant swipes the card for other Merchant or third parties, or does not use the credit card payment collection service provided by Uber or its Payment Processing Partner to settle accounts with Uber and/or its Payment Processing Partner;
- Merchant accepts transactions arising from service items that have not been legally registered or transactions by illegal behaviours, including but not limited to cash lending transactions; but if Merchant provides the certification that the transaction is not generated by engaging in a non-legally registered service scope, and Uber and its Payment Processing Partner and the cooperative financial institution confirm that the payment has not been retained by the judicial authority or rejected by other card issuers, Uber or its Payment Processing Partner shall return the payment to Merchant;
- Uber or its Payment Processing Partner receives the refusal of payment from the card issuer or any domestic or foreign acquirers;
- Transactions have not gone through security control mechanisms (e.g. 3D-Secure, a security certification for online credit card transactions from credit card scheme association). The cardholder denies the transaction through the card issuer, and Uber or its Payment Processing Partner has provided Merchant with relevant documents regarding the cardholder’s denial of the transaction;
- Uber, its Payment Processing Partner or the judiciary authority, the relevant institution, credit card scheme association, card issuers or other acquirers have provided evidence to show that Merchant does not comply with the Card Scheme Rules;
- The cardholder does not receive the goods or services; or
- Uber is reasonably required to withhold payments to you by its Payment Processing Partner, a local regulator, card scheme association(s) and/or any applicable banks.
(vii) When Merchant is unable to obtain the transaction authorization code through the Internet due to system or equipment obstacles or disconnection, in accordance with the Card Scheme Rules, Merchant shall not use the telephone or manual service to obtain the transaction authorization code. Merchant may contact Uber’s customer service center for assistance.
(viii) Merchant shall not pass the processing fees or other related fees charged by Uber or its Payment Processing Partner based on the credit card payment collection service to the Customer, nor may it use any other reason to add additional fees to the transaction. If there is any passing payment or additional fees to the Customer, Merchant shall immediately return such payment or fees to the Customer. If there is any unfair treatment to the Customer, after being verified, Merchant shall take full responsibility for handling it. If this causes damages and losses to Uber or its Payment Processing Partner, Merchant should be liable for it.
(ix) Merchant shall not lend, transfer or provide the merchant ID code, credit card terminals and the related software and hardware equipment provided by Uber or its Payment Processing Partner to others; nor may it borrow the merchant ID code and related hardware and software equipment from others.
(x) Merchant shall not damage the credit card terminals and the related software equipment provided by Uber or its Payment Processing Partner, nor shall it steal transaction data or modify related programs without authorization.
(xi) Merchant agrees that the reports and the information for the execution and termination of merchant agreements and risk assessments (if any) will be delivered to Uber, or as directed by Uber to the acquirer-Payment Processing Partner for verification and the acquirer-Payment Processing Partner will submit such reports and the information to the Joint Credit Information Centre. And, if there are any outstanding matters, it shall be processed in accordance with Article 5 of "The Self Regulatory Standards of Credit Card Acquirers Executing Contracts with 'Payment Collection Platform Service Providers' as Merchants."
(xii) In the event the Merchant accepts payment card transactions for amounts which exceed the equivalent of US$1,000,000 (either Visa or Mastercard) in aggregate in any given 12 month period as determined by Uber (each a “Relevant Period”), Merchant shall separately execute a merchant agreement with the acquirer-Payment Processing Partner or such successor, alternative acquirer as determined by Uber, within the first 6 months of the close of that Relevant Period.
7 Termination. Uber may terminate the Agreement, in its entirety or in part, with immediate effect if Portier Taiwan is required to do so by its payment processors, any bank, card scheme associations, government regulator or otherwise. In addition, Portier Taiwan may immediately terminate the Agreement in its entirety upon notice with immediate effect for good cause, such as but not limited to activity deemed to be fraudulent or otherwise wrongful, or at the request of a card scheme association or government regulator.
8. Material Breach. Failure to comply with any term in these Special Terms by you will constitute a material breach of the Agreement.
9. Language. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the English and the Chinese versions of these Special Terms, the Chinese version of these Special Terms shall prevail.