NOIRE TERMS OF BUSINESS

(Effective from the date of Merchant signs Merchant agreement and uses the services)

These Terms govern the Merchant’s use of the payment gateway and related services provided by NOIRE Technology Ltd (“NOIRE”, “we”, “us”). By using the Services, the Merchant agrees to these Terms and the applicable Schedule.

1. About the Service

1.1 NOIRE provides a secure payment gateway (“Service”) that transmits Transaction data from the Merchant to its Acquirer for authorisation and settlement.

1.2 NOIRE is not an Acquirer, bank, or financial institution. NOIRE does not hold, control, or settle funds at any time.

1.3 The Merchant must have a valid acquiring agreement (“Merchant Account”) with an Acquirer approved by NOIRE.

1.4 The Service includes authorisation messaging, payment page or API functionality, reporting, and any additional services specified in the Schedule.

2. Merchant Responsibilities

2.1 The Merchant must:

  • operate only lawful products and services
  • comply with card scheme rules and Acquirer requirements
  • ensure its website, integration, and security systems function properly
  • maintain PCI-DSS compliance for its environment
  • provide accurate business information
  • notify NOIRE immediately of technical issues or changes in ownership
  • handle all customer support queries, disputes, refunds, and complaints

2.2 The Merchant accepts full liability for:

  • all Chargebacks and related fees
  • fraud, including card-not-present fraud
  • scheme penalties (e.g., BRAM, ECP, GMAP)
  • incorrect or incomplete Transaction data
  • losses arising from the Merchant’s systems or website
  • use of the Service outside PCI-DSS requirements

2.3 The Merchant must not store or send unencrypted card data to NOIRE.

3. Fees and Payment

3.1 Fees are listed in the merchant agreement schedules with the acuiring partner bank.

3.2 Invoices for fees not included within merchant agreements are .

3.3 Fees must be paid in full without deduction or set-off.

3.4 NOIRE may suspend or terminate the Service if payment is late.

3.5 NOIRE may update fees with notice, except where required by law or card schemes, in which case changes may take effect immediately.

4. Authorisation, Settlement & Funds

4.1 An approved authorisation does not guarantee settlement. Settlement decisions are made solely by the Merchant’s Acquirer.

4.2 NOIRE is not responsible for:

  • settlement delays
  • withheld funds
  • reserve requirements
  • rejected payments
  • Acquirer or scheme decisions

4.3 The Merchant must reconcile its own settlement and notify NOIRE of discrepancies.

5. Security, PCI-DSS & Data Protection

5.1 NOIRE maintains PCI-DSS compliance for all systems under NOIRE’s control.

5.2 The Merchant must maintain PCI-DSS compliance for:

  • its website
  • systems handling Transaction data
  • the storage and transmission of any card information

5.3 The Merchant must immediately notify NOIRE of any security breach.

5.4 Personal data will be processed according to NOIRE’s Privacy Policy.

5.5 For Transaction data, the Acquirer and card schemes act as data controllers; NOIRE acts as a processor for gateway transmission.

6. Service Availability and Support

6.1 NOIRE uses reasonable skill and care to provide secure, reliable, industry-standard services.

6.2 The Service is provided on an “as is” and “as available” basis.

6.3 NOIRE does not warrant:

  • uninterrupted service
  • error-free processing
  • protection against fraud
  • prevention of Chargebacks
  • that the Service will meet the Merchant’s specific requirements

6.4 NOIRE may modify the Service due to technical, regulatory, or scheme requirements.

7. Integration and Testing

7.1 The Merchant is responsible for:

  • integration with NOIRE’s systems
  • following NOIRE’s integration documentation
  • testing before going live
  • updating integration when NOIRE provides changes

7.2 NOIRE may offer guidance, but integration responsibility remains with the Merchant.

7.3 NOIRE is not liable for losses caused by:

  • failed integrations
  • incorrect API usage
  • website defects
  • Merchant developer errors

8. Liability

8.1 NOIRE does not accept liability for:

  • loss of profits
  • loss of revenue
  • loss of business or opportunity
  • loss or corruption of data
  • goodwill damage
  • integration costs
  • operational downtime
  • fraud losses
  • Chargebacks
  • Acquirer decisions
  • scheme penalties
  • indirect or consequential losses

8.2 NOIRE’s total aggregate liability is limited to the total fees paid by the Merchant in the previous 3 months.

8.3 Nothing excludes liability for fraud or for matters that cannot be excluded by law.

9.1 The agreement begins on the date the Merchant accepts the Terms or the date in the Schedule.

9.2 NOIRE may suspend or terminate immediately if:

  • fees are unpaid
  • the Merchant breaches these Terms
  • excessive Chargebacks occur
  • the Merchant fails to comply with PCI-DSS
  • the Merchant engages in suspicious, unlawful, or high-risk activity
  • there is a change in ownership/control
  • the Acquirer instructs NOIRE to suspend the Merchant

9.3 The Merchant is liable for all fees during the agreed Term.

10. Confidentiality & Intellectual Property

10.1 Both parties must keep confidential any non-public information.

10.2 All software, documentation, branding, and intellectual property remain the sole property of NOIRE.

10.3 The Merchant may use NOIRE’s branding only according to NOIRE’s branding guidelines.

11. Changes to These Terms

NOIRE may update these Terms by email or website notice.
Continued use of the Service constitutes acceptance of the updated Terms.

12. Governing Law

These Terms are governed by English law.
All disputes are subject to the exclusive jurisdiction of the English courts.

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