ServOS Merchant Services Agreement Provided by: Point-of-Sale Unified Partners Limited (company number 16872285), registered in England and Wales, trading as “ServOS” (“ServOS”, “we”, “us”, “our”). Registered office: [Registered Office Address] Contact: [support@serv-os.app] | Website: https://www.serv-os.app Effective date: 7 July 2026 | Version: 1.0
1.1 This Merchant Services Agreement (“MSA”) governs the acceptance and processing of card and electronic payments through the ServOS platform by the business that uses it (the “Merchant”, “you”, “your”). It forms part of your agreement with us and should be read with the ServOS Terms and Conditions, Refund Policy, Privacy Policy and Data Policy. If there is a conflict on a payments matter, this MSA prevails over the Terms and Conditions.
1.2 ServOS is not a bank or payment processor. ServOS is a technology and software provider. We integrate regulated third-party payment institutions (each a “Payment Processor”) to enable you to accept payments. The Payment Processors are currently: ● Ryft Pay Ltd (“Ryft”); and ● Stripe Payments UK, Ltd and its affiliates (“Stripe”). We may add, change or replace Payment Processors. The actual movement, authorisation, clearing and settlement of funds is carried out by the Payment Processor, not by ServOS.
1.3 Direct relationship with the Payment Processor. To accept payments, you must enter into and comply with the terms of the relevant Payment Processor, including Ryft’s terms and conditions (currently at https://ryftpay.com/terms-conditions) and Stripe’s Services Agreement. By accepting this MSA and completing onboarding, you agree to be bound by the applicable Payment Processor terms. Those terms govern the regulated payment service, settlement, reserves, and your direct obligations to the Payment Processor. Where this MSA and a Payment Processor’s terms conflict in respect of the regulated payment service, the Payment Processor’s terms prevail.
1.4 Onboarding and KYC. Before you can accept payments, you and your beneficial owners must complete the Payment Processor’s know-your-customer (KYC), anti-money-laundering (AML) and underwriting checks, and provide accurate identity, business and bank-account information. The Payment Processor may approve, decline, condition or later suspend your ability to process. We may decline or stop onboarding any business at our or the Payment Processor’s discretion.
“Card Scheme Rules” means the rules, regulations and operating guidelines of the payment card networks (including Visa, Mastercard and American Express) and applicable scheme and regulatory requirements. “Chargeback” means a transaction that is disputed, reversed or charged back by a cardholder, card issuer, card scheme or Payment Processor. “Merchant Fees” means the Card Processing Fees and other payment-related charges payable in connection with this MSA, as set out in clause 4 and your order form. “Settlement Funds” means the proceeds of your transactions, net of Merchant Fees, refunds, Chargebacks, reserves and other deductions, paid to your nominated bank account. “Transaction” means a payment, refund or other movement of funds processed through the Service. Other capitalised terms have the meaning given in the Terms and Conditions.
3.1 You must comply at all times with: (a) this MSA; (b) the applicable Payment Processor terms (including Ryft’s terms); (c) the Card Scheme Rules; (d) the Payment Card Industry Data Security Standard (PCI-DSS); and (e) all applicable laws, including those concerning payment services, consumer protection, AML, sanctions and tax.
3.2 You will only submit Transactions that: (a) arise from a genuine sale of goods or services by your business to your customer; (b) are for activities within your approved business category and not on any prohibited or restricted list of ours, a Payment Processor or a card scheme; and (c) are properly authorised by the cardholder.
3.3 You must not: (a) submit Transactions on behalf of any other business, or engage in factoring, aggregation or transaction laundering; (b) split a single sale into multiple Transactions to evade limits; (c) process Transactions you know or suspect to be fraudulent, unauthorised or unlawful; (d) add surcharges or fees to a Transaction except as permitted by law and the Card Scheme Rules; (e) require a minimum or maximum transaction amount other than as permitted; (f) submit a Transaction where the corresponding goods or services will not be delivered, or accept payment for a different business; or (g) use the payment service to obtain cash for yourself other than as a permitted cash-advance.
3.4 You must give customers a clear point-of-sale experience, a valid receipt where required, and clear information about your identity, your goods or services, your prices, and your own refund and cancellation policy.
3.5 You must keep your business, contact, ownership and bank-account details accurate and up to date, and tell us promptly of any material change to your business, ownership, financial condition, or the nature of your sales.
3.6 You authorise us and the Payment Processors to verify your information, carry out credit, fraud, sanctions and identity checks, and to share information with card schemes, regulators, banks and credit-reference and fraud-prevention agencies as required.
4.1 Card Processing Fees. You pay the per-Transaction Card Processing Fees for your Plan or order form. For UK plans the standard rates are: Plan Credit / Debit American Express Free 2.2% + 10p per transaction 2.5% + 20p per transaction Growth from 0.99% + 8p per 2.5% + 20p per transaction Plan Credit / Debit American Express transaction Scale from 0.99% + 8p per transaction
2.5% + 15p per transaction Rates marked “from” are indicative and depend on your transaction mix, card types, risk profile and the rates set by the Payment Processor and card schemes. Your actual rates are confirmed in your order form or in-app pricing. If you process more than £200,000 annually, contact us for a personalised quote.
4.2 Pass-through and processor charges. In addition to Card Processing Fees, certain charges set by the Payment Processor, card schemes or banks may apply and may be passed through to you, including chargeback handling fees, foreign-exchange charges, payout charges (for example SWIFT payouts where no local rail is available), and interchange and scheme fees where your pricing is interchange-plus. These charges are determined by the Payment Processor and Card Scheme Rules.
4.3 Settlement. Settlement Funds are paid to your nominated bank account by the Payment Processor in accordance with the Payment Processor’s settlement cycle. Settlement timing (for example a T+2 cycle) is set and may be varied by the Payment Processor. We do not hold your funds and do not control settlement timing.
4.4 Deductions and netting. You authorise the deduction or netting from your Transactions, Settlement Funds, reserve or nominated payment method of: Merchant Fees; refunds you issue; Chargebacks and related fees; reversals and corrections; reserves; fines, assessments or penalties imposed by a card scheme, Payment Processor or regulator that arise from your activity; Hardware amounts due under the Terms and Conditions; and any other amounts you owe us or a Payment Processor.
4.5 Negative balance. If your refunds, Chargebacks, fees or other deductions exceed your incoming Transactions or available Settlement Funds, you must immediately pay the shortfall. You authorise us and the Payment Processor to recover a negative balance from future Settlement Funds, your reserve, or your nominated payment method, and to pursue the debt by other lawful means.
4.6 Reserves and holds. The Payment Processor may, in accordance with its terms and where it reasonably assesses risk, establish a reserve, delay a payout, or hold or set off funds. We may also request a hold where we reasonably suspect fraud, breach, or excessive Chargebacks. We are not liable for reserves or holds applied by a Payment Processor.
4.7 Taxes. Fees are exclusive of VAT and other taxes, which are added where due. You are responsible for the tax treatment of your own sales.
5.1 You may issue refunds for genuine Transactions through the Service. Refunds are processed back through the original Payment Processor to the original payment method and reduce your Settlement Funds.
5.2 You must maintain a fair refund and cancellation policy that complies with the law applying to your business and the Card Scheme Rules, and you must honour it. You must not provide a cash or alternative-method refund for a card Transaction except as permitted by the Card Scheme Rules.
5.3 Card Processing Fees on the original Transaction are not returned when you refund a sale, except where the Payment Processor’s rules provide otherwise. The handling of fees on refunds is set out in the Refund Policy.
6.1 You are responsible for all Chargebacks arising from your Transactions and for the associated handling fees. The disputed amount and any handling fee may be debited from your Settlement Funds, reserve or nominated payment method.
6.2 You must cooperate promptly with us and the Payment Processor in responding to disputes, including providing transaction records, receipts, delivery confirmation, communications and other evidence within the timeframes set by the Payment Processor or Card Scheme Rules. Late or incomplete evidence may result in the dispute being decided against you.
6.3 The outcome of a Chargeback or dispute is determined by the card issuer, card scheme or Payment Processor under the Card Scheme Rules. We do not control and are not liable for those outcomes.
6.4 Excessive Chargebacks. If your Chargeback or fraud levels exceed thresholds set by a card scheme or Payment Processor, you may be placed in a monitoring programme, charged additional fees, fines or assessments, made subject to a reserve, suspended, or terminated. You are responsible for fines and assessments arising from your activity.
Scheme requirements (flow-down)
7.1 You acknowledge that we are required to pass down (and you agree to comply with) obligations imposed on us by the Payment Processors and the Card Scheme Rules. In particular, and without limiting clause 3, you agree that: ● you will comply with all applicable terms of Ryft Pay Ltd and any other Payment Processor used to process your Transactions, as if those terms applied directly to you; ● you will comply with PCI-DSS and will not store, process or transmit full card numbers, sensitive authentication data or other cardholder data except as permitted, and you acknowledge that card data is tokenised and handled by the Payment Processor and is not stored by ServOS; ● the Payment Processor and the card schemes may impose conditions, monitoring, audits, fines, reserves, suspension or termination, and you will comply with and bear the cost of those that arise from your activity; ● the Payment Processor and the card schemes may have direct rights in respect of your conduct, may require us to suspend or terminate your processing, and may be third-party beneficiaries of the relevant obligations in this MSA to the extent required by the Card Scheme Rules; and ● you will not do anything that would put us in breach of our agreements with a Payment Processor or a card scheme, and you will indemnify us for any loss, fine, assessment or liability we incur because of your breach.
7.2 If a Payment Processor or card scheme requires us to change the terms on which payments are processed, we may change this MSA and your processing arrangements to remain compliant, on notice to you.
8.1 Card data is tokenised and processed by the Payment Processor through PCI-compliant infrastructure. ServOS does not store raw card numbers. Each party will comply with PCI-DSS to the extent it applies to its role.
8.2 You must keep your account credentials, Devices and point-of-sale environment secure, apply updates, restrict refund and void permissions to authorised staff, and follow good practice to prevent fraud and unauthorised access. You are responsible for Transactions and refunds made using your account and Devices.
8.3 We and the Payment Processors operate fraud and risk controls and may decline, delay, screen or reverse Transactions, or request additional verification, to manage risk or comply with law and the Card Scheme Rules.
8.4 Personal data processed in connection with payments is handled in line with the Privacy Policy and Data Policy and applicable data protection law. The Payment Processor acts as a controller (or as otherwise described in its terms) in respect of the regulated payment service.
9.1 We or a Payment Processor may suspend or terminate your ability to process Transactions, immediately and with or without notice, if: (a) required by a Payment Processor, card scheme, bank, regulator or law; (b) we reasonably suspect fraud, money laundering, prohibited activity, or a breach of this MSA, the Card Scheme Rules or a Payment Processor’s terms; (c) your Chargeback, refund or fraud levels are excessive; (d) you fail KYC, AML, sanctions or risk requirements; (e) your financial condition or the nature of your business changes materially; or (f) your wider ServOS agreement is suspended or terminated.
9.2 On termination of payment services: (a) you must stop accepting payments through the Service; (b) you remain liable for all Transactions, refunds, Chargebacks, fees, fines and assessments arising before and after termination that relate to your activity; (c) a Payment Processor may hold a reserve or delay final settlement for a period to cover potential Chargebacks and liabilities, in accordance with its terms; and (d) the relevant provisions survive as needed to settle outstanding amounts.
10.1 Liabilities not excluded. Nothing in this MSA limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.
10.2 ServOS is not the Payment Processor. We are not responsible for, and exclude all liability for, the acts, omissions, fees, decisions, reserves, holds, settlement timing, solvency or availability of any Payment Processor, card scheme, acquiring or issuing bank, or other financial institution. Your rights and remedies in respect of the regulated payment service are against the relevant Payment Processor under its terms.
10.3 Excluded losses. Subject to clause 10.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of profits, revenue, sales, business, anticipated savings, goodwill or reputation, for loss or corruption of data, for business interruption, for funds held, delayed, deducted or reversed by a Payment Processor or card scheme, or for any indirect or consequential loss, even if foreseeable.
10.4 Cap on liability. Subject to clauses 10.1 and 10.2, our total aggregate liability to you arising out of or in connection with this MSA in any 12-month period will not exceed the greater of (a) the total Card Processing Fees retained by ServOS (excluding amounts passed through to a Payment Processor or card scheme) from your Transactions in the 12 months immediately before the event giving rise to the claim; or (b) £1,000.
10.5 You are responsible for your own reconciliation, record-keeping, fraud controls and contingency arrangements. We are not liable for losses you could have avoided by taking reasonable measures.
11.1 You will indemnify and hold us (and, where required, our Payment Processors) harmless against all claims, losses, liabilities, fines, scheme assessments, penalties, Chargebacks, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your Transactions, refunds and Chargebacks; (b) your breach of this MSA, the Card Scheme Rules, PCI-DSS, a Payment Processor’s terms or any law; (c) your goods, services, pricing and dealings with your customers; (d) any fraud, misrepresentation or prohibited activity by you or your staff; and (e) any information you provide that is inaccurate or misleading.
12.1 Changes. We may update this MSA, including to reflect changes required by a Payment Processor, card scheme, regulator or law, on reasonable notice. Continued processing after the effective date constitutes acceptance.
12.2 Assignment. You may not assign this MSA without our consent. We may assign or novate it to a group company or successor, or as required to change Payment Processor.
12.3 Third-party rights. A Payment Processor or card scheme may enforce the provisions of this MSA that are expressed to be for its benefit, to the extent required by the Card Scheme Rules. Otherwise, no third party may enforce this MSA under the Contracts (Rights of Third Parties) Act 1999.
12.4 Entire agreement; precedence. This MSA, the Terms and Conditions, the Refund Policy, the Privacy Policy, the Data Policy, your order form and the applicable Payment Processor terms form the entire agreement on payments. On a regulated payment-service matter, the Payment Processor’s terms prevail; on other payments matters, this MSA prevails over the Terms and Conditions.
12.5 Severance and waiver. If any provision is unenforceable, the remainder continues in effect. A failure to enforce a right is not a waiver.
12.6 Governing law and jurisdiction. This MSA and any dispute arising out of it (including non-contractual disputes) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. This document is provided as a draft template for Point-of-Sale Unified Partners Limited (trading as ServOS). It is not legal advice. Because it interacts with the terms of Ryft Pay Ltd, Stripe and the Card Scheme Rules, it should be reviewed and approved by a qualified solicitor — and checked against your current Payment Processor agreements — before publication or use.