Schedule 1 - Payment Terms and Conditions
These Payment Terms and Conditions set forth the terms and conditions that apply to payment being made by Partner to HERE, in connection with the Mobility Products (“Payment Terms”). These Payment Terms are an integral part of the HERE Mobility Products - Partner Terms of Service (“Terms”), and together with the Data Protection Addendum (“DPA”) all referenced and attached Annexes, Schedules or Exhibits shall hereinafter be referred to as the “Agreement”. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and the DPA. In the event of any conflict between the terms of these Payment Terms and the Agreement, the terms of these Payment Terms shall prevail and take precedence and modify those terms of the Agreement.
A. Additional Definitions.
The following definitions shall be added to Exhibit A (“Definitions”) of the Terms:
(1) “Chargeback” means a transaction which is charged back by a Consumer or issuer pursuant to the Rules (as defined below) resulting in a cancellation of a transaction.
(2) “License Fees” means 5% of the Service Charges generated by Partner from Mobility Services consumed by Consumers via the licensed Mobility Products accessed and used by Partner.
(3) “Processing Fees” means any processing, banking or other charges, cost, exchange rates and expenses incurred by or imposed on HERE in relation to processing, collecting and exchanging payments from Consumers in connection with their use of the Mobility Services, in the aggregate amount of up to 5% of the Service Charges.
(4) “Refund” means any transaction made to wholly or partly reverse a payment from a Consumer.
(5) “Service Charge” means any payment made by a Consumer to Partner with respect to a Consumer’s use of the Mobility Services, including without limitation, tips, tolls, taxes, and any other related charges.
B. Additional Payment Terms and Conditions.
The following terms and conditions shall be added to Section 4 (“Payment”) of the Terms:
(1) Partner agrees to pay HERE, when due, (a) the License Fees; (b) any amounts due by Partner to HERE under or in connection with the Agreement including any Assessments; and (c) the Processing Fees (if applicable) (together, the “Fees”). Partner shall be liable for all taxes, duties and governmental charges arising hereunder, except for taxes on HERE's net income. Value Added Tax (VAT), sales tax and similar taxes, if applicable, shall be applied and added to the Fee in accordance with applicable law, and HERE shall not be held liable for any such taxes, all of which shall, insofar as applicable, be borne by Partner. Partner agrees that no withholding taxes shall be applied to the Fees hereunder, and that insofar as any such taxes apply under applicable law, Partner shall gross up such taxes such that HERE shall receive a net amount equal to the amount HERE would have received had no such tax applied.
(2) Invoice. HERE shall invoice the Fees to Partner on a monthly basis. Partner shall remit Fees to HERE by wire transfer to an account designated by HERE on each invoice issued by HERE to a Partner. All payments are due thirty (30) days (or earlier to the extent required under applicable law) after the end of the month with respect to which Fees are attributable. Payments received by HERE after the 30th day of a month will bear interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date such amount was due until the date HERE receives payment.
(3) Collection of Service Charges by HERE.
The following shall apply when HERE collects the Service Charges on Partner’s behalf:
(i) Partner authorizes HERE to represent and act as Partner's agent to conclude the contract between Partner and the Consumer for the provision of the Mobility Services by Partner to the Consumer, to receive, and collect on Partner's behalf, the Service Charge from the Consumer (if applicable), and to issue on Partner’s behalf invoices, receipts and payment confirmation to the Consumer (if applicable).
(ii) Partner acknowledges and agrees that payment of the Service Charge by a Consumer to HERE for remittance to Partner, satisfies and discharges a Consumer’s obligations to pay the Service Charge to the Partner. Partner shall be the party to the contract with the Consumer for the booking of the Mobility Services by Partner for the Consumer. HERE shall not, under any circumstances, be a party to the contract between the Partner and the Consumer for the provision of the Mobility Services by Partner for the Consumer. Partner agrees that HERE may describe or otherwise reflect the terms contained herein in as well as Partner’s and/or Driver’s details, in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Consumers that HERE may deem necessary or prudent.
(iii) HERE shall remit the Service Charges minus the Fees (“Net Amount”) to Partner by wire transfer to an account designated by Partner. All payments are due thirty (30) days (or earlier to the extent required under applicable law) after the end of the month with respect to which the Net Amount is attributable. Payments received by Partner after the 30th day of a month will bear interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date such amount was due until the date Partner receives payment.
(iv) Use of Payment Providers.
HERE partners with third-party payment processing service(s) providers (“Payment Providers”) for purposes of processing and collecting the Service Charges and other payments from Consumers in connection with their use of the Mobility Services, verifying Partner, remittance of such payments to the Partner, and holding payments if relevant, protection against fraud, unauthorized transactions (such as money laundering), and claims or other liabilities. Partner acknowledges, accepts and agrees that:
(a) HERE may, at its sole discretion, change, add or replace the Payment Providers from time to time without notice to the Partner and may require Partner to execute any additional documentation as may be required;
(b) it shall provide and update as required from time to time, such Partner Materials and information as HERE and/or Payment Providers may require in order to set up and operate the Mobility Products, including without limitation, go through a verification process, as necessary for proposes of remittance of payments to Partner, provide the tax rates that may apply to the Mobility Services (as may be updated from time to time), and comply with any other provisions of the Agreement. HERE is not exposed to certain of the payment information provided by Partner to the Payment Providers, and such information is subject to the privacy policy of the relevant Payment Providers;
(c) the Payment Providers are responsible for the transfer to the Partner of the Service Charges, less the Fees due to HERE and less any Assessments, as defined below, and HERE shall not be responsible to the Partner or any third party if such Payment Providers for any reason (i) fail to make or withhold such transfer in whole or part (for example where Consumer payments are suspected of being fraudulent or likely to become subject to a chargeback), or (ii) if any Payment Provider suspends or fails to provide in whole or part any of its services;
(d) Partner shall indemnify and hold harmless the Payment Providers, HERE and any of its officers, directors, and employees against any Chargeback, Refund, assessment, fine, sanction, fees or any action, claim, demand, loss, expense or liability (together “Assessments”) in relation to transactions processed by the Payment Providers for the Partner or Consumers;
(e) the Payment Providers may withhold a percentage of the Service Charges to cover potential Assessments for a period of 6 months or longer;
(f) Partner hereby authorizes HERE or the Payment Provider to deduct from the Service Charge received by HERE or a Payment Provider from each Consumer, the amount corresponding to any Assessments due from the Partner and/or any Fees due to HERE from the Partner, by way of a set-off;
(g) Upon its occurrence, each Assessment represents a debt immediately due and payable by the Partner to HERE (or the Payment Provider), notwithstanding any termination of the Agreement;
(h) To the extent permitted by applicable law, or the rules and regulations of any relevant Payment Provider and/or payment method and/or card scheme (“Rules”), HERE will notify the Partner of any Chargebacks and/or Assessments which have occurred or have been incurred;
(i) Partner agrees to provide HERE with any information or support required in relation to a Chargeback or Assessment to the extent requested by HERE. The Partner further agrees that the decision pursuant to the Rules regarding the validity and value of any Chargeback and/or Assessment will be final and binding and HERE will not be obliged to investigate or defend the validity and/or value of any Chargeback or Assessment;
(j) HERE may (or may direct a Payment Provider to) in its sole discretion withhold, set-off and/or defer payment of any sums it owes and/or holds on behalf of the Partner hereunder: (i) until the Partner’s liabilities to HERE hereunder have been discharged; or (ii) in respect of reasonably expected Assessments;
(k) Where a Consumer requests a Refund, the Partner will submit a Refund request in accordance with HERE’s instructions and such request shall constitute irrevocable consent by the Partner for the execution of such Refund;
(l) Partner will only effect a Refund to a Consumer in respect of goods and/or services the Partner has actually sold and/or agreed to supply and using the payment method used by the Consumer in respect of that transaction; and
(m) Partner will not provide a cash Refund to a Consumer where the transaction which is the subject of the Refund, was a card related transaction, unless required to do so pursuant to applicable law, nor in any circumstances accept cash or any other compensation for effecting a Refund.
(4) Currency. All Fees shall be paid in the currency determined by HERE at its sole discretion unless otherwise agreed with Partner, in writing.
(5) No Additional Fee. Partner will not charge any additional fee or service charge on top of any Service Charge (if applicable) in any way without HERE’s prior written consent. Partner may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify any applicable fare amount, applicable fare multiple or any associated fees.