onTerms Payments Module v1.0 — Standard Terms (England & Wales)

onterms:payments:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice (payments is heavily regulated; obtain FCA/PSR-specialist sign-off before use).

For PSPs / payment-facilitators / money-movement providers serving SMB merchants. Immutable adopt-verbatim body; typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module. This module sits beneath mandatory financial-services law (the Payment Services Regulations 2017, FCA rules, scheme rules) — a non-derogable floor; no Election overrides it.

0. B2B-only

Registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2). (This module is for merchant acquiring/PSP services to a business; consumer payment services are out of scope.)

1. The service

The Provider provides the payment-processing / settlement services described in the Order (acceptance, authorisation, capture, settlement of net proceeds, reporting). The Provider/its sponsor holds the necessary FCA authorisation/registration; the Merchant is responsible for its own regulatory status for its own activities.

2. Settlement — [fix X-4]

2.1 The Provider settles net proceeds (collected amounts less fees, refunds, chargebacks and any reserve) to the Merchant on the elected settlement cycle. 2.2 Settlement timing is a commercial term elected here — it is distinct from, and not governed by, the PSRs 2017 reg 89 credit-timing obligation (which concerns the payee's PSP crediting the payee's account for an executed payment transaction, not the commercial settlement of net merchant proceeds). T+N net settlement does not engage reg 89. Mandatory law (incl. safeguarding, clause 7) still applies and prevails.

• payments.settlement.cycle · enum {T1, T2, T3, weekly} · T2
• payments.settlement.currency · enum {GBP, EUR, USD} · GBP

3. Fees

Fees are as in the Order: an interchange-plus or blended model (Election), within bounded ranges. All percentage fees carry an explicit max so an abusive rate cannot validate.

• payments.fees.model · enum {interchange_plus, blended} · interchange_plus
• payments.fees.percentRate · money-string percent, min "0.00" max "5.00" · "1.50"
• payments.fees.fixedPerTxn · money-string ≥ "0.00" · "0.20"

4. Reserves

4.1 The Provider may hold a rolling reserve against chargeback/refund risk, bounded in both percentage and release window — an open-ended reserve is non-standard. 4.2 Reserves are released on the elected schedule absent unresolved risk; the basis for any increase is risk-justified and notified.

• payments.reserve.percent · money-string percent, min "0.00" max "15.00" · "0.00"
• payments.reserve.releaseWindowDays · int 30–180 · 90 (capped; longer is non-standard → human)

5. Chargebacks, disputes & refunds

5.1 The Merchant bears the cost of chargebacks and scheme fines attributable to its transactions; the Provider passes through scheme decisions and provides the evidence interface. 5.2 Refunds are initiated by the Merchant per scheme rules; the Merchant funds refunds. 5.3 Excessive chargeback ratios may trigger remediation, reserve increase, or suspension per scheme rules.

6. Prohibited / high-risk activities, KYC/AML

6.1 The Merchant will not process for prohibited or restricted business types (per the Order's MCC/AUP) and will not engage in transaction laundering or processing for third parties. 6.2 The Merchant completes and maintains KYC/onboarding and supports ongoing AML/CTF and sanctions screening; the Provider may request information and is bound by its own AML obligations.

7. Safeguarding & security (mandatory floor)

7.1 Relevant funds are safeguarded in accordance with the Provider's obligations under the PSRs 2017 (e.g. reg 23) — a mandatory-law floor, correctly stated and not displaced by any Election. 7.2 The Merchant complies with PCI-DSS for cardholder data it handles; the Provider maintains PCI-DSS for the components it operates.

8. Data protection

Any Processing of personal data (incl. cardholder and KYC data) is governed by onDPA; cardholder data is also subject to scheme/PCI requirements that prevail where stricter.

9. Suspension, termination & liability

9.1 The Provider may suspend or terminate for material/regulatory/scheme risk, suspected fraud, or breach of clause 6, limited to what is reasonably necessary and with notice where lawful. 9.2 Liability (CORE), with carve-outs: general cap and super-cap per CORE (one-directional floor — never the Merchant's exposure ceiling); liability for scheme fines, the Merchant's own fraud, and amounts the Merchant is primarily liable for is carved out of the Provider's cap; nothing limits liability that cannot be limited by financial-services or other law. Disputes per the dispute module; governing law England & Wales default.

Elections (consolidated)

Hard-coded overlays (not Elections)

Mandatory financial-services law prevails (PSRs 2017, FCA rules, scheme rules, safeguarding) over any Election; settlement timing is a commercial Election, not reg 89; CRTPA 1999 excluded; death/PI + fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor; all percentage Elections are min/max-bounded; governing law E&W default; composes with CORE/onDPA/dispute.