Surcharge Compliance

TERMS OF USE RELATING TO HIGHRADIUS SURCHARGING FEATURE

Last Updated:  April 9th, 2025

  1. Introduction

Your use of HighRadius’ payment surcharging software (the “Feature”) is governed by these Terms of Use (the “Terms”) and constitutes a binding agreement between you (the “Merchant”) and HighRadius Corporation (“HighRadius”, “We”, “Us” or “Our”). By accessing or using the Feature, you agree to be bound by these Terms and our Privacy Policy . These Terms shall be incorporated into and form a part of the Master Subscription Agreement or other similar agreement between Merchant and HighRadius or its affiliates governing the access and use of the cloud services provided by HighRadius (the “MSA”). If there is any conflict between these Terms, on the one hand, and the MSA or any other agreement between the parties, on the other hand, these Terms shall take precedence except to the extent such other agreement expressly references the provision(s) of these Terms it takes precedence over. If Merchant has any questions about these Terms, please contact HighRadius at legal@highradius.com.

  1. Purpose of Feature

HighRadius provides the Feature to enable merchants to implement surcharging functionality for Card transactions in relevant States and Countries, where this practice is both permitted by applicable laws, rules, and regulations in force from time to time in such jurisdictions (collectively, “Applicable Laws”) and authorized pursuant to Card Brand Rules.

  1. Definitions

Activation Date: means the date on which the Feature is made available to Merchant in a live production environment, allowing the Functionalities to be provided to Merchant for the first relevant Card transaction.

Card: means any valid credit card linked to a Card Brand and which may be used to process payment transactions via the applicable Card Brand (and which for the avoidance of doubt excludes debit and prepaid cards).

Card Brand: means any of the following Card association networks:- Mastercard, Visa, American Express, and Discover.

Card Brand Rules: means the operating rules and principles governing the access and use of each applicable Card Brand by merchants and processors/acquirers or other relevant third parties in respect of card payment transactions, and including in the case of Visa:-https://usa.visa.com/content/dam/VCOM/download/about-visa/visa-rules-public.pdf; and in the case of Mastercard:- https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf; and in the case of American Express:-https://www.americanexpress.com/content/dam/amex/us/merchant/new-merchant-regulations/Reference-Guide_EN_US.pdf; and as such rules may be updated from time to time by such Card Brands via applicable published updates/versions of their rules.

COA: means the Merchant’s “Cost of Acceptance” for any Card transactions (also known as the “Merchant Discount Rate”). For additional clarification, this fee is the direct cost Merchant incurs to accept Cards via relevant Card Brand networks, and will include interchange, and the individual transaction fee elements levied by the Processor and the Card Brand.

Country: United States and/or Canada as applicable.

Excluded States: means the US States and/or Canadian provinces which fall outside the definition of States. The Excluded States are identified in the Feature as states/provinces which restrict surcharges.

Force Majeure Event: means including (i) acts of God, the elements, pandemics, epidemics, explosions, accidents, landslides, lightning, earthquakes, fires, storms (including tornadoes and hurricanes or tornado and hurricane warnings), sinkholes, floods or washouts; (ii) labor shortage or trouble including strikes or injunctions (whether or not within the reasonable control of such party and provided that the settlement of strikes and other labor disputes shall be entirely within the discretion of the party experiencing the difficulty); (iii) inability to obtain material, equipment or transportation; (iv) national defense requirements, war, blockades, insurrections, sabotage, terrorism, riots, arrests and restraints of the government, either federal or state, civil or military (including any governmental taking by eminent domain or otherwise); or (v) any changes in Applicable Law, regulation or rule or the enforcement thereof by any governmental entity having jurisdiction, that limits or prevents a party from performing its obligations hereunder or any notice from any such governmental entity of its intention to fine or penalize such party or otherwise impede or limit such party’s ability to perform its obligations hereunder.

Functionalities: means those technical/transaction functionalities supported by the Feature as detailed in order form or statement of work relating to the Feature between Merchant and HighRadius.

Indemnified Liabilities: means damages, losses, liabilities, fines, penalties and expenses (including but not limited to reasonable attorneys’ fees).

MID: Merchant ID. An alphanumeric ID created by the Processor while setting up the merchant to accept Card transactions.

POE: Point of Entry. The point during the payment process where the payment method is first displayed to customers as an available payment method,

POS: Point of Sale. The point during the payment process (ie. the checkout page) where the Card for the intended payment is selected.

Processor: The acquirer entity that facilitates Card payments and settlement via Card Brand networks.

State(s): The states and provinces within the United States and/or Canada respectively where surcharging is permitted pursuant to Applicable Laws in those jurisdictions.

Surcharge: means any fee charged by the Merchant to cardholder and added to the relevant Card transaction amount for acceptance of that Card.

  1. HighRadius Warranty and Disclaimer

4.1 HighRadius warrants to the Merchant that from the Activation Date the Feature, when used properly by the Merchant in accordance with these Terms as well as any instructions provided to you by HighRadius (“Instruction”) (and any other relevant provisions of the MSA), shall provide the Functionalities set out herein, consistent with Applicable Laws and Card Brand Rules relating to the surcharging of credit cards, and PROVIDED Merchant fully complies at all times with its obligations under these Terms.

4.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE FEATURE IS PROVIDED TO MERCHANT “AS IS”. ALL WARRANTIES, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE FEATURE AND OTHER SERVICES HEREUNDER, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, BY HIGHRADIUS OR ITS AUTHORIZED REPRESENTATIVES OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES RELATED TO THE SECURITY, UNINTERRUPTED OR ERROR-FREE OPERATION OF THE FEATURE) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS.

  1. Feature Functionalities and Assumptions

5.1 The parties will cooperate to support the implementation of the Feature. Subject to a successful implementation, the Feature is intended to provide the relevant Functionalities from the Activation Date, subject to the assumptions and specific dependencies identified in these Terms and any Instructions.

5.2 Unless otherwise notified to Merchant in writing, the following shall not be in-scope of Feature Functionalities:-

  • Card Product-level surcharging (as opposed to Card Brand level surcharging)
  • Variable surcharging
  • Order level exemptions
  • Any Card associations not listed as one of the Card Brands
  1. Responsibilities of the Merchant

Following the Activation Date, the Merchant warrants and undertakes to HighRadius on an ongoing basis to:

  1. Use the Feature at all times in accordance with, and otherwise comply with, all Applicable Laws and relevant Card Brand Rules governing surcharging of applicable Card transactions, and in strict compliance with the requirements of these Terms.
  2. Meet all Merchant responsibilities including identified dependencies of HighRadius under these Terms.
  3. Only use the Feature to support Surcharges on applicable card transactions (and never on debit or prepaid cards unless permitted by the relevant Card Brand Rules) and only in respect of cardholders domiciled in States where surcharging is permitted (and never in relation to Excluded States).
  4. Notify its Processor(s) at least 30 days prior to (and as relevant to the Card Brand Rules in question), the earlier to occur of (i) the date on which it intends to commence surcharging using the Feature or (ii) the date Merchant publicly announces its intention to impose Surcharges on Card transactions, and to execute any required written addendum with relevant Processor(s) and comply with Processor requirements in respect of such surcharging practice.
  5. In coordination with the Processor, notify the Card Brand per the Card Brand Rules, (and also register with Mastercard if Mastercard is one of the relevant Card Brands), at least 30 days prior to the date on which Merchant intends to commence surcharging via the Feature.
  6. Implement POE disclosure directed at cardholders as required per Card Brand Rules, and relevant Applicable Laws and any other lawful requirements of HighRadius.
  7. Implement POS disclosure directed at cardholders as required per Card Brand Rules and relevant Applicable Laws and any lawful requirements of HighRadius.
  8. Without prejudice to the generality of its obligations under section 6f. and 6g. in respect of POE and POS disclosure requirements, make clear in its disclosures to cardholders:-

(1) At the POE – notify cardholder that the Surcharge that the Merchant imposes is not greater than the Merchant’s Card Brand COA for the applicable Card transaction; and

(2) at the POS, notify cardholder that the Surcharge that the Merchant imposes is not greater than the Merchant’s Card Brand COA for the applicable Card transaction; that the Surcharge is a Merchant imposed fee, and what is the Surcharge amount (expressed as a fixed fee or percentage of purchase price) applied to the Card transaction.

  1. Provide an option for the cardholder to cancel or opt out of the transaction or select a different payment method, without penalty, after the POS disclosure.
  2. Not impose any Surcharge which is (A) inconsistent with the Merchant´s COA as determined by Merchant utilizing the relevant criteria under the Card Brand Rules, (B) in contravention of the Feature configurations agreed with and applied by HighRadius, or (C) in excess of any Surcharge percentage cap or maximum amount set out in the Card Brand Rules and/or under Applicable Law (whichever is the lower). 
  3. Add the Surcharge amount to the total Card transaction amount.
  4. Add the total Surcharge amount with the refund amount in any full refund request and a pro-rated Surcharge amount with any partial refund amount.
  5. Include the Surcharge disclosure and amount (including US or Canadian dollar amount as relevant) as a separate line item on the payment receipt issued to cardholders.
  6. Not charge any Surcharge on the transaction amount in addition to any convenience fee or other, different service fee.
  7. Provide HighRadius with complete and accurate information (including transaction information) in connection with, and as required by HighRadius, for your use of the Feature and to enable HighRadius to support the Functionalities and meet HighRadius legal obligations.
  8. Use the word “surcharge” to describe the Surcharge Merchant imposes, accurately reflecting the reason for the Surcharge and describing it as a Surcharge for accepting credit cards, and not characterizing the Surcharge in a way that suggests it is not being imposed by the business itself (such as calling it “mandatory” or a “Card Brand required” fee).
  9. Upon request, provide HighRadius any information reasonably necessary for HighRadius to comply with Applicable Laws and relevant Card Brand Rules, or to timely submit any applications, registrations, or other documents within HighRadius´ scope of responsibility, to applicable Card Brands or any regulatory bodies or Processor(s), as may be necessary.
  10. Notify HighRadius immediately upon learning that any information provided to HighRadius is inaccurate or that Merchant may have assessed a Surcharge in violation of Applicable Laws or Card Brand Rules.
  11. Notify HighRadius immediately upon receipt of any notice or alert specific to its surcharging activity under these Terms, from any Card Brands, or any State(s) or Country regulator(s), or its Processor(s).
  12. Audit Rights

The Merchant shall fully cooperate with HighRadius (or its designated representatives) to conduct periodic audits of Merchant’s compliance with these Terms, including but not limited to: (i) Merchant’s compliance with Applicable Laws and Card Brand Rules, (ii) verifying that the Surcharge amount is transparently disclosed to cardholders at the POS and on transaction receipts, and (iii) confirming that the Surcharge accurately reflects the COA for applicable Card transactions.

  1. Indemnification
  2. HighRadius agrees to indemnify, defend and hold harmless Merchant, its officers, directors, shareholders and employees from and against Indemnified Liabilities associated with third-party claims (including governmental or regulatory or Card Brand actions), that HighRadius’ services violate, infringe, misuse or otherwise misappropriate a third party’s copyright, patent, trademark, or other intellectual property right; provided, however, the foregoing indemnity shall not apply to the extent that the infringement arises out of or results from your use of any information, materials, or services other than as directed by HighRadius or as otherwise contemplated in this Agreement.
  3. Merchant agrees to indemnify, defend and hold harmless HighRadius, its officers, directors, shareholders and employees from and against all Indemnified Liabilities associated with third-party claims (including governmental or regulatory or Card Brand actions) that arise out of (i) any unauthorized use of the Feature or change to Surcharge configurations by Merchant, including unauthorized exceptions; (ii) incorrect information provided by Merchant including COA data, or (iii) Merchant tax liabilities arising from its transactions.
  4. An indemnifying party’s indemnification obligation pursuant to the foregoing 8.a or 8.b is subject to the indemnified party (i) promptly notifying the indemnifying party of the claim in writing; provided, that failure to provide prompt written notice shall not limit the rights to indemnification except to the extent that the indemnifying party is materially prejudiced by such failure, (ii) allowing the indemnifying party to solely control the defense, compromise or settlement of such claim; provided that any settlement of a claim shall not include any obligation (financial or otherwise) on, or any admission of liability by, indemnified party without indemnified party’s prior written consent, and (iii) providing indemnifying party with all available information and reasonable assistance and authority to defend, compromise or settle of such claim. The indemnification obligations of this Section 8 survive termination or expiration of the Agreement for a period of 12 months.
  1. HighRadius’ indemnification obligation does not apply in the following cases:
  2. the Merchant has setup surcharge configurations that exceed or violate the percentages recommended by the Feature;
  3. the Merchant has customized the location type differently from the default as shown in the Feature;

iii. the Merchant has disclosed incorrect information, including but not limited to the cost of acceptance;

  1. the Merchant has created exceptions to surcharge rules;
  2. the liability has originated due to the usage of Advanced Settings in the Feature;
  3. the Merchant has leveraged any outside solution to manipulate the surcharge; or

vii. the Merchant is in breach of these Terms.

  1. Compliance with Applicable Laws

Merchant acknowledges and agrees that it shall have sole responsibility and liability for its compliance with Applicable Laws, as well as for any claims by HighRadius for Indemnified Liabilities directly or indirectly attributable to claims against Merchant by a Card Brand or regulatory body in connection with Merchant accessing or using the Feature.

  1. Limitation and Exclusion of Liability
  2. EXCLUSION OF DAMAGES. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS PROVIDED FOR IN SECTION 8 AND 9, NEITHER PARTY NOR THEIR RESPECTIVE AFFILIATES ARE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF OR UNAUTHORIZED ACCESS TO OR CORRUPTION OF DATA OR INFORMATION, GOODWILL, REVENUE, BUSINESS INTERRUPTION LOSS AND LOSS OF PROFITS).
  3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY MERCHANT FOR USE OF THE FEATURE WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO SUCH LIABILITY. FOR AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT LIMIT MERCHANT’S OBLIGATIONS FOR FEES OWED UNDER THESE TERMS OR THE MSA.
  4. NOTHING IN THESE TERMS (OR THE MSA) SHALL OPERATE TO MAKE HIGHRADIUS LIABLE FOR ANY LOSS, DAMAGE, LIABILITY, COST, EXPENSE OR CLAIM INCURRED OR SUFFERED BY MERCHANT, TO THE EXTENT ANY SUCH LIABILITY IS CAUSED BY OR CONTRIBUTED TO BY ANY MERCHANT BREACH, NON-COMPLIANCE OR DEFAULT UNDER THESE TERMS.
  5. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of these Terms or the provision and use of the Feature. Any suit or legal proceeding shall be exclusively brought in the federal or state courts for Harris County, Texas, and Merchant hereby irrevocably submits to such personal jurisdiction and venue. Each party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any claim, suit, action or proceeding relating to these Terms. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

  1. Miscellaneous
  2. Changes to Terms and/or Feature. These Terms may be modified and updated by HighRadius from time to time, with or without notice to Merchant, and any such modifications will be effective immediately when posted. Additionally, HighRadius may modify, change, or discontinue any part or the entirety of the Feature at any time, including in order to comply with changes in Applicable Laws or Card Brand Rules. Merchant agrees to be bound by any changes to these Terms when Merchant uses the Feature after any such modification or update. If Merchant does not agree with any changes to the Terms or Feature made by HighRadius, Merchant’s sole and exclusive remedy will be to stop using the Feature at any time on written notice to HighRadius.
  3. Term and Termination. These Terms shall enter into force from the date on which the Merchant first accesses or uses the Feature and continues for an indefinite period, subject to earlier termination in accordance with their terms. HighRadius reserves the right to terminate these Terms and/or Merchant’s access to the Feature at any time without notice to Merchant. Further, if HighRadius determines that you have violated these Terms, HighRadius may immediately terminate for cause Merchant’s access to the Feature.
  4. Incorporation of Card Brand Rules. The Card Brand Rules applicable to any use of the Feature shall be deemed incorporated herein by reference and apply in full. For the sake of clarity, certain key obligations imposed on Merchant under such Card Brand Rules have been expressly set out herein, but this shall not operate, or be interpreted, to restrict Merchant obligations and liability under these Terms in respect of Merchant´s Card surcharging practice. In the event of any conflict between the Card Brand Rules and Applicable Laws, including in respect of Surcharge maximum amount limits, the relevant Applicable Law(s) shall prevail to the extent of such conflict.
  5. Assignment.

Merchant shall not assign, delegate or otherwise transfer these Terms or any of its rights or obligations hereunder to any other person or entity, whether by contract, merger or operation of the law, without the express written consent of HighRadius. Any assignment or delegation in breach of this Section 13 shall be void. These Terms shall be binding upon the parties hereto and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

  1. Force Majeure.

If and to the extent that a party’s performance is prevented or delayed as a result of a Force Majeure Event, then the affected performance will be excused for so long as the Force Majeure Event continues to prevent or delay performance and the affected Party continues efforts to recommence performance to the extent possible without delay, including, without limitation, through the use of alternate sources and workaround plans. The affected Party will promptly notify the other Party verbally, describing the Force Majeure Event and the affected performance obligations in reasonable detail, and shall thereafter provide the other Party with daily updates (and more frequent updates if requested) as to the status of its efforts to recommence performance and notify the other Party in writing upon conclusion of the Force Majeure Event.