These Merchant Services Terms and Conditions ("Terms") govern the provision of Navigator Merchant Services by MyAutoCompanion Ltd .
By submitting an order form, pricing agreement or using the Services, the Merchant agrees to be bound by these Terms.
This Merchant Services Agreement ("Agreement") is entered into between:
(1) MyAutoCompanion Ltd, a company incorporated in England and Wales (company number [16767053]) whose registered office is at [Navigator House, 12 O'Clock Court, Attercliffe Road, Sheffield S4 7WW] ("MyAutoCompanion", "we", "us" or "our"); and
(2) The Merchant, being the legal entity identified in the application or order form accepting this Agreement ("Merchant", "you" or "your").
This Agreement takes effect on the date on which the Merchant accepts it (the "Effective Date").
1.1 In this Agreement, unless the context otherwise requires:
"Acquirer" means a card acquiring bank or payment institution authorised to provide acquiring services, including Adyen N.V. and its affiliates.
"Authorisation" means the approval of a transaction by the relevant Card Scheme or issuing bank.
"Card Schemes" means Visa, Mastercard and any other card scheme supported from time to time.
"Chargeback" means a transaction that is disputed, reversed or charged back pursuant to Card Scheme, Acquirer or Payment Method rules.
"Fees" means all fees, charges and amounts payable by the Merchant as set out in Schedule 2 or otherwise notified in accordance with this Agreement.
"Navigator Platform" means the dealer management software platform operated by Dealer Management Services Ltd trading as Navigator.
"Payment Methods" means card payments, Apple Pay, Google Pay, Open Banking / Pay by Bank, Klarna Pay Later and any other payment methods enabled from time to time.
"Services" means the services described in Schedule 1.
"Third-Party Providers" means Acquirers, payment processors, Payment Method providers, Card Schemes, terminal providers and any other third parties involved in the provision of the Services.
1.2 References to statutes include those statutes as amended or replaced from time to time.
2.1 MyAutoCompanion appoints the Merchant, and the Merchant accepts appointment, to access and use the Services in accordance with this Agreement.
2.2 MyAutoCompanion acts solely as a technology and services provider. MyAutoCompanion does not provide regulated payment services, does not act as an Acquirer, and does not process or settle transactions.
2.3 All payment processing, settlement of funds and execution of payment transactions are performed by Third-Party Providers under their own terms and regulatory permissions.
2.4 The Merchant’s right to use the Services is conditional upon acceptance of, and ongoing compliance with, all applicable Third-Party Provider terms.
3.1 The Services may include:
3.2 MyAutoCompanion may add, modify or withdraw Services or Payment Methods to comply with Third-Party Provider requirements, regulatory obligations or operational needs.
3.3 MyAutoCompanion does not guarantee the availability, performance or uninterrupted operation of any Third-Party Provider services.
4.1 The Merchant shall provide accurate, complete and up-to-date information required for onboarding, KYC, KYB, AML and fraud checks.
4.2 The Merchant represents and warrants that it:(a) is duly incorporated and authorised to carry on its business;
(b) will use the Services only for lawful purposes; and
(c) complies with all applicable laws, Card Scheme rules and Third-Party Provider requirements.
4.3 The Merchant shall promptly notify MyAutoCompanion of any material change to its business, ownership, activities or risk profile.
4.4 MyAutoCompanion may suspend or terminate access to the Services where required by law, regulation or Third-Party Provider instruction.
5.1 The Merchant shall pay all Fees in accordance with Schedule 2.
5.2 Fees may include transaction fees, Payment Method fees, authorisation fees, Chargeback fees, terminal fees and additional service fees.
5.3 MyAutoCompanion may vary Fees on reasonable prior notice, where required by Third-Party Provider pricing changes or regulatory requirements.
6.1 Settlement of transaction proceeds is performed solely by the Acquirer.
6.2 MyAutoCompanion does not receive, hold or control Merchant funds and does not operate a client money account.
6.3 Settlement timing, reserves and deductions are governed by the applicable Acquirer and Payment Method terms.
7.1 The Merchant bears full responsibility for Chargebacks, refunds, reversals and disputes.
7.2 The Merchant authorises the deduction of Chargeback amounts, refunds and associated fees from settlements or other amounts payable.
7.3 The Merchant shall provide supporting evidence within the timeframes required by Card Schemes and Acquirers.
7.4 Chargeback liabilities survive termination of this Agreement.
8.1 Any terminals or equipment are supplied subject to the terms of the relevant Third-Party Provider.
8.2 Title to equipment remains with the supplier unless expressly agreed otherwise.
8.3 The Merchant is responsible for loss, damage or misuse of equipment.
9.1 Each Party shall comply with UK GDPR and applicable data protection laws.
9.2 Data protection roles and responsibilities are set out in Schedule 4.
9.3 The Merchant is solely responsible for its PCI DSS compliance obligations.
10.1 The Services depend on Third-Party Providers whose terms apply to the Merchant.
10.2 MyAutoCompanion is not liable for acts, omissions, outages or failures of Third-Party Providers beyond its reasonable control.
11.1 MyAutoCompanion may, at the request of or as required by a Third-Party Provider, introduce rolling reserves, delayed settlement, transaction limits or other risk mitigation measures in relation to the Merchant.
11.2 Any reserves, delays or limitations are applied and administered by the Acquirer and not by MyAutoCompanion.
11.3 Either Party may terminate this Agreement on thirty (30) days’ written notice.
11.4 MyAutoCompanion may suspend or terminate access to the Services immediately where required for fraud prevention, risk management, regulatory compliance or Third-Party Provider instruction.
11.5 Termination does not affect accrued rights, including Chargebacks, reserves and indemnities.
11.1 Either Party may terminate this Agreement on thirty (30) days’ written notice.
11.2 MyAutoCompanion may suspend or terminate immediately where required for fraud prevention, regulatory compliance or Third-Party Provider instruction.
11.3 Termination does not affect accrued rights, including Chargebacks and indemnities.
12.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
12.2 Subject to clause 12.1, MyAutoCompanion’s aggregate liability in any twelve (12) month period shall not exceed the Fees paid by the Merchant during that period.
12.3 Neither Party shall be liable for indirect, consequential, special or economic loss, including loss of profit, revenue, business or goodwill.
12.4 MyAutoCompanion shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, failures of telecommunications, power, Card Schemes, Acquirers or other Third-Party Providers ("Force Majeure Event").
12.1 MyAutoCompanion’s aggregate liability in any twelve (12) month period shall not exceed the Fees paid by the Merchant during that period.
12.2 Neither Party shall be liable for indirect, consequential or economic loss.
13.1 The Merchant shall indemnify and hold harmless MyAutoCompanion against all losses, liabilities, costs, fines and expenses arising from:(a) fraud or suspected fraud;(b) Chargebacks, refunds or disputes;(c) breach of this Agreement, Scheme Rules or Third-Party Provider terms; or(d) unlawful or prohibited use of the Services.
13.2 Where Chargebacks, refunds, fees or other amounts exceed the Merchant’s settlement balance, MyAutoCompanion or the Acquirer may recover such amounts by:(a) offset against future settlements;(b) debiting any linked bank account; or(c) issuing an invoice payable on demand.
The Merchant shall indemnify and hold harmless MyAutoCompanion against all losses arising from fraud, breach of this Agreement or breach of Card Scheme or Third-Party Provider rules.
14.1 The Merchant shall, on reasonable request, provide information required by MyAutoCompanion or any Third-Party Provider for the purposes of compliance, audit, fraud prevention or regulatory review.
14.2 MyAutoCompanion may audit or procure the audit of the Merchant’s compliance with this Agreement and Scheme Rules, provided such audit is proportionate and subject to reasonable notice.
Each Party shall keep confidential all confidential information disclosed under this Agreement, except where required by law or regulation.
15.1 Card Scheme rules, Acquirer rules and Payment Method rules (together, "Scheme Rules") apply to the Merchant and prevail in the event of any conflict with this Agreement.
15.2 MyAutoCompanion does not provide regulated payment services, act as an Acquirer or issue electronic money.
15.3 All regulated payment services are provided by Third-Party Providers authorised by the Financial Conduct Authority or equivalent regulators.
15.4 The Merchant acknowledges that Scheme Rules may be amended from time to time and agrees to comply with such amendments automatically.
15.1 MyAutoCompanion does not provide regulated payment services.
15.2 All regulated payment services are provided by Third-Party Providers authorised by the Financial Conduct Authority or equivalent regulators.
16.1 The Merchant may not assign or transfer this Agreement without prior written consent.
16.2 MyAutoCompanion may assign or transfer this Agreement to any group company or successor as part of a corporate reorganisation or sale of business.
This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
Integrated payment services delivered via the Navigator Platform, including supported Payment Methods and reconciliation functionality.
Fees as agreed with the Merchant and notified from time to time.
Visa, Mastercard, Apple Pay, Google Pay, Open Banking / Pay by Bank and Klarna Pay Over Time(where enabled).
Details of personal data processing roles, purposes, security measures and data subject rights.