General Terms and Conditions for contract of fix fee relating to the Acceptance of Cards Issued by EDENRED (hereinafter referred to as: “EDENRED Card GTC”)
I.1. “EDENRED” shall mean Edenred Magyarország Kft. (registered office: H-1134 Budapest, Váci út 45. Atrium Park Irodaház G recepció).
I.2. “Affiliate Partner” shall mean the natural or legal person entitled to sell goods or provide services to the card holders who accepts the cards issued by EDENRED as means of payment for the price of the goods or services provided by it from the card holders.
I.3. “Card Holder” shall mean the person to whom the Affiliate Partner supplies goods or provides services in the scope of its own activity.
I.4. “Contract” shall mean the mutual cooperation between EDENRED and the Affiliate Partner in relation to accepting the EDENRED cards, governing the mutual rights and obligations of the contracting parties in relation to the acceptance of the EDENRED cards by the Affiliate Partner for payment of the price of the goods supplied or services provided by the Participating Vendor.
I.5. “EDENRED Card” or “Card” shall mean a non-transferable electronic card furnished with a magnetic stripe or a chip issued by EDENRED usable for paying the price of the goods delivered or services provided via POS terminals accepting Mastercard cards.
I.6. “POS terminal” shall mean the payment terminal used for paying the price of the goods or services compatible with the electronic cards of the Mastercard network.
II.1. The Affiliate Partner commits to comply with the mandatory legislation and other regulations in the course of its activity conducted in its outlets and supplying goods/providing services to the card holder.
II.2. The Affiliate Partner shall be fully liable towards the card holder for any damage caused to it in connection with supplying the goods or providing the services. EDENRED shall not be liable for such damage in any case or to any extent.
II.3. The Affiliate Partner commits to accept from the card holder payment of the price of the goods supplied or services provided or a part thereof via the EDENRED Card.
II.4. EDENRED commits to indicate on the list of outlets accepting EDENRED Cards the outlets of the Affiliate Partner in which the Affiliate Partner accepts from the card holder payment of the price of the goods supplied or services provided or a part thereof via the EDENRED Card.
II.5. The Affiliate Partner shall inform EDENRED without delay regarding any actual or alleged loss, theft or other unlawful use of the EDENRED card it becomes aware of.
II.6. By concluding the contract, the Affiliate Partner confirms that it has acknowledged the fact that EDENRED shall be entitled to report to the police or another authority any circumstance indicating any unlawful activity or situation related to acceptance of the EDENRED Card from the card holder for payment of the price of the goods supplied or services provided or a part thereof. The Affiliate Partner commits to provide all assistance necessary to EDENRED and the authority referred to above without delay.
II.7. The Affiliate Partner shall be entitled to provide discounts to those who use its services, in line with its business policy. The Affiliate Partner guarantees that no adverse consequences will arise for the Cardholders compared to its customers who pay by cash or bank card.
II.8. The Affiliate Partner expressly acknowledges and agrees that the Affiliate Partner and/or the Card Holder shall be liable for any legal consequences arising from the unlawful use of the Card, and therefore EDENRED shall not have any liability in this regard.
II.9. If any reimbursement becomes necessary for the Card Holder under the legal relationship entered between the Affiliate Partner and the Card Holder, then – upon the written request of the Affiliate Partner or the Card Holder and following the identification of the transaction – EDENRED executes the crediting, provided that if the payment for the Affiliate Partner has already been executed, then it credits the amount to be reimbursed to the Card Holder’s Card only once the full amount is reimbursed by the Affiliate Partner to EDENRED.
II.10. The Affiliate Partner expressly acknowledges and agrees that the cancellation/modification of the transaction or the restoration of the original state may be initiated on real grounds and along with the Card Holder only, in the form of a jointly submitted unanimous declaration. The Affiliate Partner undertakes to fulfil its obligations resulting from the accounting and taxation requirements (e.g. sending a correcting invoice to the Card Holder) upon the submission of the request, as well as to present them if requested by the EDENERED.
II.11. The Affiliate Partner expressly acknowledges and agrees that the settlement or reimbursement between him and the Card Holder – as well as the related request and the resulting enforcement of claims – may not serve as a basis for offsetting upon settlement with EDENRED, thus on no legal grounds may the claims between the Affiliate Partner and the Card Holder be enforced against EDENRED, and EDENRED expressly and fully excludes any such liability.
III.1. The Affiliate Partner shall accept the EDENRED from the card holder for payment of the price of the goods delivered or products provided (or a part thereof), and shall set off the amount paid using the EDENRED card against the price of the goods or service.
III.2. The Affiliate Partner agrees to place the EDENRED card sticker (indicating that the service can be used) on the entrance of its outlet(s) in a well-visible manner.
III.3. The Affiliate Partner agrees to notify EDENRED regarding the opening of new outlets and the closing (termination) of any of the outlets set out in the list attached as an Annex hereto within 3 business days after the date thereof, via registered letter.
III.4. In the case of using the EDENRED card to pay the price of the goods delivered or products provided (or a part thereof), the Affiliate Partner shall not be entitled to pay in cash even if the price of the goods or services is lower than the amount paid using the EDENRED card. The Affiliate Partner shall not be entitled to make a cash payment towards the outlet of the Affiliate Partner in the case of any payment via the EDENRED card.
III.5. After the card holder has presented the EDENRED card in order to pay the price of the goods or services (or a part thereof), the Affiliate Partner contacts the EDENRED card centre via the POS terminal and requests that the price of the goods or service (or a part thereof) be reimbursed. The connection is made and the request is forwarded by inserting or contacting the EDENRED card to the scanner of the POS terminal. If the contact attempted via the EDENRED card through the POS terminal fails or the card holder inserts an incorrect PIN code (if the terminal requires that), the Affiliate Partner may not accept the EDENRED card from the card holder to pay the price of the goods or services (or a part thereof).
III.6. The Affiliate Partner shall refuse to accept the EDENRED card for paying the price of the goods or services (or a part thereof) if the EDENRED card presented is invalid, visibly altered or counterfeit or was handled in any other unlawful manner.
III.7. The Affiliate Partner shall be entitled to require the card holder to sign the receipt certifying payment of the price of the goods or services (or a part thereof) via the EDENRED card, and the card holder shall sign this document upon the Participating Vendor’s request.
III.8. The Affiliate Partner shall ensure that at least one POS terminal be in operation in each of its outlets during the term of the contract. If the Affiliate Partner is unable to fulfil this obligation due to objective reasons, it shall take all measures necessary for eliminating/solving such objective reasons and continuing the performance of such obligation.
IV.1. EDENRED commits to reimburse EDENRED for the price of the goods or service paid by the card holder to the Affiliate Partner via the EDENRED card (or a part thereof) by transferring the amount used for such payment to the bank operating the POS terminal. The Affiliate Partner shall receive the amount paid by the card holder (minus the bank commission) pursuant to its agreement with the bank operating the POS terminal, within the term set out in the contract calculated from the time of using the card.
IV.2. EDENRED shall settle the amount paid by the card holder at the Affiliate Partner (minus the bank commission) concurrently with the Mastercard card settlement with the bank operating the POS terminal, within the term set out in the contract calculated from the time of using the card.
IV.3. The Affiliate Partner shall take the necessary steps and handle the complaint in the case of any justified complaint posed by the card holder against the Affiliate Partner relating to defect of the goods delivered or the services provided or any justified claim posed by the card holder against the Affiliate Partner for refund of the price of the goods delivered or the services provided.
IV.4. Any fees, duties and other charges invoiced by any third party in connection with the procurement, installation, operation, maintenance, repairs and use of the POS terminal and any costs invoiced by any third party in relation to payment of the price of the goods delivered or services provided (or a part thereof) to the Affiliate Partner via the EDENRED card shall be borne solely by the Participating Vendor, and it shall not claim such costs from EDENRED, neither may such costs be set off against or deducted from the par value of the transaction or the handling charge.
IV.5. EDENRED will charge the Affiliate Partner for the provision of card acceptance services on the contract amount as defined in the contractual form and charge for the same period of time. If the turnover of the business unit(s) on Edenred card reaches the amount specified within the period specified in the contractual data sheet, then the uniform treatment fee will change from the closing date of the period. This is set out in the Annex to the Agreement between the Parties. EDENRED shall issue an invoice regarding the handling charge at least monthly. The payment deadline of the invoice shall be 8 days.
IV.6. The Affiliate Partner expressly consents to the issuance of electronic invoices. EDENRED shall send the electronic invoices to the Affiliate Partner automatically, from a central email address (firstname.lastname@example.org), to the email address set out in the contractual datasheet as specified by the Affiliate Partner from the 25th February 2019.
IV.7. The Affiliate Partner shall reimburse EDENRED for the handling charge set out in Claus IV.5 hereof or the body of the contract by transferring it to EDENRED’s bank account.
IV.8. If the Affiliate Partner fails to fulfil its payment obligation towards EDENRED, EDENRED shall be entitled to withhold the amount covering the handling charge from the other amounts received from the Affiliate Partner in relation to the redemption of paper-based vouchers.
V.1. This contract shall be effective for an indefinite term and may be terminated by the Parties subject to a 60-day notice posted in mail with acknowledgement of receipt.
V.2. The Parties agree that in the case of a legal dispute, the court with competence based on the location of EDENRED’s registered office shall have exclusive liability to settle such dispute.
V.3. EDENRED shall be entitled to withdraw from the contract if the Affiliate Partner breaches any of its obligations set out in this EDENRED Card GTC.
V.4. The termination of the contract shall not result in termination of the rights, obligations and claims that arose from the contract prior to the termination of the contract. Further, any annex or provision of the contract that, given its substance or purpose, is clearly intended to survive the termination of the contract shall also survive the termination of the contract.
VI.1. The Affiliate Partner shall only be entitled to assign or transfer to a third party its rights, debts or claims that arise or arose from the contract with the consent of EDENRED.
VI.2. EDENRED shall be entitled to modify, amend, invalidate or replace the EDENRED Card GTC having regard to the change of the legal environment, the market situation or its business policy, or otherwise at its own discretion. EDENRED shall notify the Affiliate Partner regarding any amendment of the EDENRED Card GTC (including the effective date thereof) by publishing it at its own website (www.edenred.hu).
VI.3. If the Affiliate Partner does not agree to the EDENRED Card GTC, it shall be entitled to withdraw from the contract in writing on these grounds within 14 days after the entry into force of the amendment of the EDENRED Card GTC. After the expiry of this 14-day deadline, the Affiliate Partner shall not be entitled to withdraw from the contract. If the Affiliate Partner does not exercise its right of withdrawal properly and in a timely manner as set out in this Clause, it shall be automatically considered to have accepted the amendment of the EDENRED Card GTC.
VI.4. The Parties’ Contract shall not incorporate any practices whose application the Parties agreed on or established during their prior business relationship. Furthermore, the Contract shall not incorporate any practices widely known and regularly applied by parties to similar contracts in the given business sector.
This EDENRED Card GTC shall enter into force on 13 December 2018.