This Direct Processing Addendum ("Addendum") supplements the Merchant Services Agreement ("Agreement") between you ("Merchant", "you") and Velta, LLC, doing business as Pandabase ("Pandabase", "we", "us"). It applies only if you apply for or use Pandabase Direct.
This Addendum and the Agreement are read together as one contract. Everything in the Agreement continues to apply to your use of Pandabase Direct, except where this Addendum says otherwise. If this Addendum and the Agreement conflict on a matter relating to Direct Transactions, this Addendum controls for those transactions only. Transactions you process with Pandabase as Merchant of Record remain governed by the Agreement alone.
Capitalized terms not defined in this Addendum have the meanings given in the Agreement.
1. Definitions
- "Pandabase Direct" or "Direct Processing" — The service under which you sell to Buyers as the seller and merchant of record yourself, with payments processed through a Processor and made available through the Platform.
- "Processor" — A third-party payment service provider, acquirer, or payment facilitator that Pandabase partners with to process Direct Transactions, together with its acquiring banks.
- "Processor Terms" — The agreement, terms of service, and policies you enter into with, or accept from, a Processor, as updated from time to time.
- "Direct Transaction" — Any transaction processed through a Processor on your merchant account under Pandabase Direct.
- "Interchange++" — The interchange fees set by card issuers and the scheme fees charged by Card Schemes that apply to a Direct Transaction, as charged by the Processor.
- "Standalone 3DS" — A 3D Secure authentication performed through the Platform on a card payment.
2. How Pandabase Direct Works
2.1 Application. When you choose Pandabase Direct, Pandabase applies on your behalf for a merchant account with one or more Processors. You authorize Pandabase to submit your application and to share the information described in Section 9 with each Processor for that purpose.
2.2 Approval. Each Processor decides, in its sole discretion, whether to approve your application, on what conditions, and for which payment methods, currencies, and countries. Pandabase does not guarantee that any application will be approved. A Processor may ask for additional information or documents at any time, and you agree to provide them promptly and accurately.
2.3 Activation. Pandabase Direct is enabled on your account only after a Processor approves your application. Until then, you cannot process Direct Transactions. Pandabase will notify you when your merchant account is active.
2.4 Using the Platform. Once activated, you use the Platform, including checkout, billing, invoicing, the dashboard, and the APIs, to accept and manage Direct Transactions. Features that depend on Pandabase acting as Merchant of Record may not be available or may work differently for Direct Transactions.
2.5 Pandabase's Role. For Direct Transactions, Pandabase acts as a technology provider that connects your account to the Processor. Pandabase is not the seller, is not a party to the sale between you and the Buyer, and does not become a Processor, bank, or money transmitter by providing Pandabase Direct.
3. You Are the Seller
3.1 Merchant of Record. For Direct Transactions, you are the legal seller and merchant of record, and your business name appears to Buyers and on their statements as the Processor permits. Section 3 of the Agreement (Merchant of Record) does not apply to Direct Transactions.
3.2 Your Responsibilities. For Direct Transactions, you are solely responsible for:
- the Products you sell, their pricing, delivery, quality, and support;
- your terms of sale, refund policy, privacy notice, and any other disclosures required by law or by the Processor;
- issuing receipts and invoices that meet the legal requirements where you sell;
- complying with consumer protection, marketing, subscription, and automatic-renewal laws that apply to your sales; and
- complying with the Processor Terms and Card Scheme rules.
3.3 Pricing and Invoicing. The restrictions in Section 3 of the Agreement on direct invoicing and off-platform collection do not apply to Direct Transactions. You may issue your own receipts and invoices for Direct Transactions.
4. Processor Terms
4.1 Acceptance. Before you can process Direct Transactions, you must accept the Processor Terms. The Processor Terms create a direct relationship between you and the Processor, and you must comply with them for as long as you use Pandabase Direct.
4.2 Priority of Processor Terms. Where the Processor Terms impose stricter requirements than the Agreement or this Addendum, including on prohibited businesses, reserves, settlement timing, or dispute handling, you must follow the stricter requirement.
4.3 Processor Decisions. A Processor may, under the Processor Terms, delay or withhold settlement, require a reserve, limit your processing, or suspend or close your merchant account. Pandabase does not control these decisions and is not responsible for them, but will pass on any notice it receives and help where it reasonably can.
5. Fees
5.1 Pandabase Direct Fees. For each successful Direct Transaction, Pandabase charges 3.9% of the transaction amount plus $0.29, as shown on the pricing page.
5.2 Interchange++. In addition to the fees in Section 5.1, you pay Interchange++ on each Direct Transaction. Interchange++ is set by card issuers and Card Schemes, varies by card type, card origin, and transaction type, and is passed through at the cost charged by the Processor without markup by Pandabase.
5.3 Standalone 3DS. Standalone 3DS is available on every plan and costs $0.12 per authentication, whether or not the authentication succeeds.
5.4 Processor Charges. Chargeback fees, fines, assessments, and other charges that a Processor or Card Scheme applies to your merchant account are your responsibility and are passed through at cost.
5.5 Collection. Pandabase may deduct its fees from settlement where the Processor permits, or may invoice you for them. Invoiced amounts are due within 14 days. Pandabase may suspend Pandabase Direct for unpaid amounts.
5.6 Relationship to the Agreement. Section 6 of the Agreement continues to apply, including the 30 days' notice for fee changes, except that the fees in this Section 5 replace the Merchant of Record transaction fees for Direct Transactions.
6. Settlement and Payouts
6.1 Settlement. Funds from Direct Transactions are settled by the Processor to your designated bank account according to the Processor Terms. Sections 5.2 to 5.7 of the Agreement (payouts, minimum payout, holds, reserves, and currency) do not apply to Direct Transaction funds held or settled by the Processor, and the Processor's settlement schedule, currencies, and reserve rules apply instead.
6.2 Reconciliation. The Platform shows Direct Transactions, fees, and settlements to help you reconcile your account. The Processor's records control if they differ from the Platform.
7. Taxes
7.1 Your Tax Obligations. For Direct Transactions, you are responsible for determining, registering for, calculating, collecting, reporting, and paying all sales tax, VAT, GST, and other transaction taxes. Section 7.1 of the Agreement (collection and remittance by Pandabase) does not apply to Direct Transactions.
7.2 Tax Tools. Where the Platform offers tax calculation or reporting tools for Direct Transactions, they are provided to help you and do not make Pandabase responsible for your tax obligations. You remain responsible for the accuracy of your registrations, rates, and filings.
8. Refunds, Disputes and Fraud
8.1 Refunds. You decide and administer refunds for Direct Transactions under your own refund policy and applicable law. Section 9 of the Agreement does not apply to Direct Transactions, except that Pandabase may still refund a Direct Transaction where required by the Processor, Card Scheme rules, or law.
8.2 Chargebacks. You are responsible for all chargebacks, reversals, and related fees on Direct Transactions, and for responding to them within the deadlines set by the Processor. Section 10 of the Agreement is replaced for Direct Transactions by the dispute process in the Processor Terms. Pandabase may provide tools to help you respond but does not respond on your behalf unless it agrees to in writing.
8.3 Fraud. You bear losses from fraudulent Direct Transactions, except where liability shifts to the card issuer under Card Scheme rules, for example after a successful 3D Secure authentication. Pandabase's fraud screening tools reduce risk but do not guarantee that a Direct Transaction is legitimate.
8.4 Excessive Disputes and Fraud. If your chargeback or fraud rates exceed Processor or Card Scheme thresholds, the Processor may impose monitoring programs, fines, reserves, or account closure, and Pandabase may suspend Pandabase Direct under Section 10.
9. Information Sharing and Data
9.1 Sharing with Processors. You authorize Pandabase to share with each Processor the information needed to apply for, open, operate, and monitor your merchant account, including your business details, ownership and identity verification results, bank account details, website and Product information, and transaction and dispute data.
9.2 Personal Data. Pandabase processes personal data under the Privacy Policy and the Data Processing Addendum. Each Processor processes data under its own terms and privacy notice.
9.3 Cardholder Data. Section 12.5 of the Agreement continues to apply. Cardholder data for Direct Transactions must be collected only through payment fields and pages approved by Pandabase.
10. Suspension and Termination
10.1 By You. You may stop using Pandabase Direct at any time by contacting support@pandabase.io. Closing your merchant account with a Processor is subject to the Processor Terms.
10.2 By Pandabase. Pandabase may suspend or disable Pandabase Direct on your account if a Processor suspends or closes your merchant account, if you breach this Addendum, the Agreement, or the Processor Terms, or if continuing would expose Pandabase or a Processor to legal, regulatory, or Card Scheme risk.
10.3 Returning to Merchant of Record. If Pandabase Direct ends, you may ask to sell with Pandabase as Merchant of Record instead. That change is subject to Pandabase's usual review and to the Agreement.
10.4 Survival. Your obligations for Direct Transactions processed before suspension or termination, including fees, refunds, chargebacks, taxes, and amounts owed to a Processor, survive the end of this Addendum.
11. Liability
11.1 Processor Acts. Pandabase is not liable for the acts or omissions of any Processor, including declined applications, settlement delays, reserves, holds, or account closures.
11.2 Agreement Limits Apply. Sections 17 to 20 of the Agreement (warranty disclaimer, force majeure, limitation of liability, and indemnification) apply to Pandabase Direct. Your indemnification obligations under the Agreement include claims arising from your role as seller of Direct Transactions and from your breach of the Processor Terms.
12. General
12.1 Changes. Pandabase may update this Addendum in the same way it may update the Agreement. A Processor may update the Processor Terms under their own terms.
12.2 Other Terms. Sections 21 to 24 of the Agreement (dispute resolution and arbitration, severability, governing law, and entire agreement) apply to this Addendum. The entire agreement between you and Pandabase for Pandabase Direct consists of the Agreement, this Addendum, and the policies they incorporate.
12.3 Contact. For questions about this Addendum, contact us at legal@pandabase.io.
Questions about this document?
Email support@pandabase.io and we'll get back to you.