Terms and Conditions



The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have the corresponding meanings, namely:

  • “acquirer” refers to the banking institution or Payment Facilitator who will provide the merchant with an acquiring account (“Merchant account”);
  • “effective date” means the date on which the agreement is signed;
  • “the merchant” refers to the party contracting with Debi bridge and includes officers, employees, agents and any other users of the services provided by Debi bridge in terms of this contract;
  • “other service providers” refers to networks, banks and other service or technical service provider that renders an independent service that supports the services rendered under this agreement;
  • “services” refers to the services selected by the Merchant in terms of Schedule of Services in the signed agreement;
  • “switching” refers to the process of routing transaction data for processing at a bank, an acquiring institution, or service provider for the purposes of credit and debit card authorization and settlement, stored value processing, loyalty processing and voucher service processing;
  • “Commerce Hub” refers to the proprietary payment service of Debi bridge that allows the Merchant to securely process credit and certain debit cards via API, POS terminal or the Commerce Hub interface,
  • “EFT POS” /”MPOS” refers to a point of sale device or mobile point of sale device used for processing credit and debit cards according to EMV standards, and is acquired by Debi bridge’s sponsoring bank ABSA.


3.1  Where the Merchant has selected Debi bridge’s ISO Merchant Account option in the Services Schedule, the following terms and conditions shall apply:

3.1.1  Debi bridge shall assist the merchant in applying for a merchant account with its sponsoring bank ABSA. The merchant therefore agrees to provide Debi bridge with the necessary information required to initiate the application process. In the event that the merchant is not successful in procuring a merchant account via a bank or similar service provider, then the terms of this contract shall become null and void, save for those clauses which survive the termination of the contract, and any terminals and peripheral equipment shall be returned to Debi bridge within three working days failing which Debi bridge shall hold the merchant for the full value of the equipment retained by the merchant

3.1.2  The merchant shall not hold Debi bridge responsible or liable in any way in the event that the merchant fails to secure a merchant account.

3.1.3  Debi bridge reserves the right to report to the necessary banking institution or relevant law enforcement any suspected fraudulent activities committed by the merchant or its employees in the use of the services provided by Debi bridge. Debi bridge shall not be held liable for any loss or damages resulting from such disclosures provided that the disclosures are not made maliciously by Debi bridge



    5.1  The software systems provided by Debi bridge are proprietary in nature to Debi bridge and in some instances may be proprietary to third party software suppliers. The merchant understands the proprietary nature of the software and systems that the merchant will have access to and undertakes not to reverse engineer, copy or reproduce in any form the proprietary systems of Debi bridge and its software suppliers

    5.2  Debi bridge reserves the right to make upgrades, enhancements or changes to the functionality and operation of the Debi bridge system from time to time. These changes will be made available to the merchant at the discretion of Debi bridge

    5.3  Debi bridge will consider making system changes and enhancements at the request of the merchant, but reserves the right to charge the merchant for such changes that are made, where such changes are made all rights and title to the work shall vest in Debi bridge and the merchant shall have no claim over such work



    6.1  The merchant has the sole responsibility to ensure that the information it and its client transmits and receive over the service complies with all applicable laws and the merchant indemnifies Debi bridge and holds it harmless against any claims by third parties in respect of prohibited activities conducted by the merchant or its clients.

    6.2  The merchant shall not take any steps or fail to take any steps which directly or indirectly impairs or precludes Debi bridge from being able to provide the services.

    6.3  Where the Merchant is renting an EFT POS or MPOS terminal, the Merchant shall exercise due caution and care in handling and using the terminal/s and  shall be liable for the full cost of repairs or replacement of the EFT POS terminal in the event that the terminal is damaged, destroyed, lost or stolen. The Merchant shall make payment for repairs or the full replacement cost of the terminal within 5 working days of receipt of invoice for such terminal.

    6.4  With regards to marketing, the merchant agrees as follows:

    6.4.1  Merchant shall adequately display the Card Associations and card issuer service marks and promotional materials supplied by Debi Bridge.  The merchant shall cease to use or display such service marks in any way (including, without limitation, in promotional materials and transaction related papers or forms of Merchant) immediately upon notice from Debi Bridge or upon termination of this Agreement. Merchant shall not issue or dispatch any promotional materials which include any reference to Debi Bridge  or their respective names, tradenames, logos, service marks and/or trademarks without their respective prior written consents.

    6.4.2  Merchant hereby irrevocably authorises Debi Bridge to include Merchant’s name in any directory or promotional materials produced by Debi Bridge in connection with the acceptance of the cards.

    6.5  The merchant agrees to provide Debi Bridge thirty (30) days prior written notice of its intent to:

    6.5.1  transfer or sell all or any substantial part (ten percent (10%) or more) of its total stock or assets; or

    6.5.2  liquidate or file for bankruptcy; or

    6.5.3  cease business or change the basic nature of its business; or

    6.5.4  convert all or part of its business to mail order sales, telephone order sales, Internet-based sales or other sales where the card is not physically present and processed through Merchant’s terminal; or

    6.5.5  remove or relocate any shop or office; or

    6.5.6  make any material change in the management of Merchant; or

    6.5.7  make any change in Merchant’s legal status (such as from sole proprietorship to partnership or limited company or vice versa); or

    6.5.8  make any change in any other material particulars relating to merchant which have been supplied to Debi Bridge in connection with this Agreement.

    6.6  Upon the occurrence of any such event, the terms of this Agreement may be modified to address issues arising therefrom, including but not limited to requirements of applicable Card Associations.

    6.7  At any time, Debi Bridge may, upon notice to the merchant, establish one or more reserve accounts to secure the performance of merchant’s obligations under this Agreement to either or both of them (each a “Reserve Account”). A Reserve Account may be funded through any or all of the following:

    6.7.1  direct payment by Merchant by depositing funds in the Reserve Account at the request of Debi Bridge;

    6.7.2  the proceeds of Card Transactions presented hereunder; or

    6.7.3  the transfer by Debi Bridge into the Reserve Account of funds withdrawn from the Merchant’s Account(s) or any other accounts, including certificates of deposit, maintained by Merchant or Merchant’s guarantor, if any, with any designated depositary or other financial institution.

    6.8  Merchant and Merchant’s guarantor hereby irrevocably authorise Debi Bridge), to make such withdrawals from any such other accounts maintained with any designated depository or other financial institution referred to in Clause 4.7 at such times and in such amounts as it may deem necessary hereunder. Merchant and Merchant’s guarantor hereby instruct the related financial institutions to honour any requests made by Debi Bridge, under the terms of this provision. Merchant and Merchant’s guarantor will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honouring withdrawal requests from Debi Bridge. Merchant and Merchant’s guarantor shall not be entitled to revoke the authorisation granted hereunder unless and until this Agreement is terminated and there are no outstanding payments or liabilities from Merchant to Processor or Member.

    6.9  Merchant hereby agrees that Debi Bridge may deduct from a Reserve Account any amount owed to such party in accordance with this Agreement. Any funds in a Reserve Account may be held until the expiration of any potentially applicable chargeback rights in respect of Card Transactions submitted hereunder as provided for under the rules and regulations of the Card Associations, which holding period may extend beyond termination of this Agreement. Merchant will not receive any interest on funds being held in a Reserve Account. Without limiting the generality of the foregoing the merchant shall, upon termination of this Agreement, maintain the sum of at least ten percent (10%) of gross sales for the ninety (90) day period prior to termination to be held in a Reserve Account in accordance with the terms of this Agreement. Debi Bridge may, at their discretion upon termination of this Agreement, require that Merchant maintain more than ten percent (10%) of gross sales for the ninety (90) day period prior to termination in a Reserve Account.

    6.10  Upon failure by Merchant to meet any of its obligations under this Agreement (including funding a Reserve Account), any of the Merchant’s Account(s) or any other accounts belonging to Merchant or Merchant’s guarantor held by any designated depository (or by any other financial institution) may be debited without prior notice to Merchant or Merchant’s guarantor, and Merchant and Merchant’s guarantor irrevocably authorise Debi Bridge to debit any such accounts for these purposes. Merchant’s and Merchant’s guarantor’s instructions to its financial institutions to accept withdrawal requests from Processor or Member, and Merchant’s agreement to hold such institutions harmless and to indemnify them.

    6.11  Merchant also agrees that, in the event of a default by Merchant, Debi Bridge has a right of setoff and may apply any of Merchant’s balances or any other monies due Merchant from Debi Bridge towards the payment of amounts due from Merchant under the terms of this Agreement. The rights stated herein are in addition to any other rights Debi Bridge may have under applicable law.



    7.1  This agreement shall endure for the period specified in the Schedule of Services above and is calculated from the effective date (“the initial period”) and thereafter shall be renewed automatically on the anniversary date, for further periods of twelve months, unless three months written notice prior to the anniversary date, of its intention not to renew the agreement, is given by the one party to the other.

    7.2  It is specifically recorded that should the merchant default in making payment to Debi bridge for two consecutive months during the initial period of this agreement, that Debi bridge shall have the right to terminate this agreement with immediate effect.

    7.3  In the event of termination of this agreement prior to the conclusion of its full period by the merchant, the merchant is liable immediately to pay the entire amount of the applicable fees for the balance of the period of this agreement.



    Save for those warranties expressly set out herein, Debi bridge makes no representations or warranties whatsoever, whether express or implied, to the merchant as to the condition of the products or as to the fitness of the products for any purpose whatsoever. The merchant shall have no claim against Debi bridge nor shall it be entitled to cancel this agreement if, in respect of the service, it subsequently determines that such service is for any reason unacceptable to it


    10. BREACH

    10.1  If any party breaches any material provision or term of this agreement and fails to remedy such breach within ten days of receipt of written notice requiring it to do so, (or if it is not reasonably possible to remedy the breach within ten (10) days, within such further period as may be reasonable in the circumstances), then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or to claim specific performance of any obligation whether the due date for performance has arrived, in either event without prejudice to the aggrieved party’s rights to claim damages.

    10.2  Debi bridge is entitled to interrupt the provision of the services to the merchant if the merchant is in default of any of its obligations to Debi bridge under this agreement. Under no circumstances may the merchant cancel this agreement or withhold or defer payment or be entitled to a reduction in any charge or have any other right or remedy against Debi bridge, its servants, its agents or any other persons for whom it may be liable in law if Debi bridge interrupts the provision of the services to the merchant.

    10.3  A certificate of indebtedness issued by under the hand of any director or manager of Debi bridge, whose authority or appointment it shall not be necessary to prove, in respect of any indebtedness of the merchant in terms of this agreement, shall be prima facie evidence of the merchant’s indebtedness to Debi bridge.



    For the duration of this agreement if for a period of one year following the termination of this agreement for any reason whatsoever, the merchant shall not, whether directly or indirectly, either itself or via another entity, act in any manner whatsoever which results in an employee of Debi bridge consulting to, working for or being contracted by the merchant.



    This agreement shall be governed in all respects by the laws of the Republic of South Africa.



    The Merchant choose as their domicilium citandi et executandi for all purposes under this agreement the address as set out on the first page of this agreement. Debi bridge Chooses as its domicilium citandi et executandi  41 Sandstone Drive, Somerset West, 7130, Western Cape. Either party may by notice to the other party change its domicilium citandi et executandi.



    This agreement constitutes the whole agreement between the parties relating to the subject matter hereof. No amendment or cancellation of this agreement or any provision or term hereof shall be binding unless recorded in a written document signed by the parties. Neither party may rely on any representation which allegedly induced that party to enter into this agreement, unless the representation is recorded specifically in this agreement.



    2.1  The merchant hereby subscribes to Debi bridge for implementation of the services for the period selected in the Schedule of Services and shall be calculated from the date of signature of this agreement and in accordance with the terms and conditions contained in this agreement.

    2.2  Debi bridge will provide the services to the merchant in accordance with the Schedule of Services. The amounts payable by the merchant for the provision of services are as set out in the Schedule of Services. The amounts payable are exclusive of Value Added Tax (VAT). Save for the initial payment, all monthly amounts payable by the merchant must be paid within fourteen (14) days of receiving an invoice from Debi bridge following the month in which the services are provided.

    2.3  All payments must be made in South African Rands and the merchant hereby authorizes Debi bridge to debit the nominated banking account (4) each month for the duration of the contract for all amounts related to the provision of the services rendered by Debi bridge.

    2.4  The merchant also nominates the banking account as the account to which all proceeds of payments received on behalf of the Merchant shall be deposited, and from which all costs associated with the provision of the service shall be deducted.

    2.5  In the event that the merchant wishes to amend the details of the nominated account, notification will be given to Debi bridge fourteen (14) days in advance, which notification shall be in writing.

    2.6  If the merchant fails to make any payment on due date, Debi bridge may, without prejudice to any of its rights, suspend the performance of any of its obligations in terms of this agreement and shall be entitled to charge the merchant interest on the overdue amount from the due date to the date of actual payment thereof (both days inclusive) at the rate of two percent (2%) per month, plus any additional costs incurred by Debi bridge as a result of the merchant’s failure to make any payment on the due date.

    2.7  Debi bridge may adjust the amounts payable by the merchant in terms of this agreement as set out in the Schedule of Services to reflect any increase in the cost to Debi bridge in providing the services which is due to any factor beyond the control of Debi bridge including without limitation, foreign exchange fluctuation, increased costs of third party products including telecommunication facilities provided, alteration of duties, surcharges, taxes, rates or levies, increased costs of materials or manufacture, change in delivery dates, quantities or specifications which are required by the merchant or delay caused by any instruction of the merchant.

    2.8  In addition to the aforegoing, Debi bridge may adjust the amounts payable by the client in terms of this agreement on the first day of April each year by an amount equal to the year on year percentage increase in the Consumer Price Index (CPI) or inflation rate for the month of February for that year.

    2.9  The merchant will not be entitled to withhold payment of any amount payable in terms of this agreement to satisfy any claim against Debi bridge arising from this or any other agreement with Debi bridge, nor will the merchant be entitled to set off any such amount payable in terms of this agreement against any amount owing to it by Debi bridge in terms of this or any other agreement.



    4.1  Where the Merchant has selected Debi bridge Payment Facilitator in the Services Schedule then the following terms and conditions shall apply:

    4.1.1  The Merchant hereby appoints Debi bridge as its Payment Facilitator authorizing Debi bridge to accept the proceeds of payment instructions from multiple payers on behalf of the Merchant in accordance with the terms of the National Payment System At 78 of 1998.

    4.1.2  Debi bridge shall distribute the payments collected on behalf of the Merchant in accordance with the terms and conditions of this agreement.

    4.1.3  If the nature of the business which the Merchant conducts changes, Debi bridge shall, notwithstanding any clause to the contrary contained herein, be entitled, but not obliged, to either terminate this agreement immediately without giving notice or reasons therefore or continue with this agreement subject to such amendments which Debi bridge at its sole discretion deems appropriate. The Merchant undertakes to notify Debi bridge immediately in writing in the event of any change in the nature of the business which the Merchant conducts.

    4.1.4  The Merchant undertakes to accept cards, i.e. any genuine, current and valid card which is acceptable to the Bank, as notified to the Merchant from time to time and issued by a financial institution for exclusive use by any juristic or natural person to whom a card is issued and/or who is authorised to use the card, which card is required to execute the transactions contemplated herein, for payment for goods and/or services relating to the Merchant’s business only.

    4.1.5  The Merchant specifically agrees that the Merchant shall remain responsible and assume all risk in relation to fraudulent card transactions, notwithstanding the fact that such card may not appear on the hot-card file, i.e. electronic file of cards which have been rendered invalid due to loss or theft. Any disputed amounts shall be withheld or offset from settlements owing to the Merchant until the dispute has been resolved.

    4.1.6  The Merchant will, however stay responsible and liable for any Transaction for a period of 6 months following the transaction, and this clause shall survive even in the event of the cancellation of this agreement.

    4.1.7  The Merchant is hereby notified that all Payment Facilitator acquired transactions are acquired by ABSA Bank and that ABSA Bank is the sponsoring bank for Debi bridge.

    4.1.8  The Merchant shall inform the cardholder that the Merchants business name shall be reflected on the cardholder’s credit card statements for the specific transaction.

    4.1.9  If Debi bridge requires a copy of the Merchant’s of any documentation relating to a sale to a customer of the merchant arising from a dispute for any reason whatsoever, the Merchant shall furnish it within 7 (seven) days, after Debi bridge has requested the Merchant to do so.

    4.1.10  The Merchant shall have no claim against Debi bridge in respect of any transaction that are disputed for any reason.

    4.1.11  The Merchant’s floor limit is R 0.00 (zero rand), that means that the Merchant must obtain valid authorisation for each and every transaction regardless of the value of the sale

    4.1.12  Debi bridge is bound by authorisation given by the Bank, who reserves the right to decline any authorisation, without giving any explanation or reason therefore.

    4.1.13  Any authorisation granted shall not be evidence or constitute a warranty of eventual payment by Debi bridge, of the validity of the card, of the genuineness of the card (i.e. that the card is not a counterfeit), or that the person presenting the card is the cardholder but is merely an indication that the relevant account has sufficient funds to meet payment as at the date of authorisation and that the card has not been reported lost or stolen at the time of the card transaction

    4.1.14  The Merchant shall not charge for goods and/or services in excess of the Merchant’s cash prices, for any card transaction in order to recoup the cost of card acceptance.

    4.1.15  The Merchant shall not permit the card to be used to draw cash from the Merchant

    4.1.16  The Merchant shall not without the cardholder’s consent sell, purchase or exchange any information relating to the card to any third party other than the Bank or a person or institution authorised by law.

    4.1.17  The Merchant’s initial transaction fee is set out in the Services Schedule and thereafter based on total turnover of valid card transactions per month

    4.1.18  The Merchant shall not change the nominated bank account without giving written notice to Debi bridge. Any query relating to the nominated bank account shall be communicated to Debi bridge within 3 (three) days of the date of the relevant bank statement, failing which the Merchant shall have no claim against Debi bridge in respect thereof

    4.1.19  Debi bridge shall endeavor to transfer electronically the proceeds from settled card transactions into the nominated bank account within 2 (two) business days of the date of a valid card transaction. Debi bridge shall net settle the Merchant meaning that the settlement amount will be the transaction amounts less fees payable for processing of the transactions. Debi bridge may, for any reason whatsoever, set off any additional amounts which are due and payable to Debi bridge against any amounts which Debi bridge may owe to the Merchant, from the nominated bank account. The Merchant shall immediately upon demand pay Debi bridge any net amount which remains owing and payable to Debi bridge after set-off

    4.1.20  Payment to the Merchant will only be effected once the transaction has been authorised by the Bank, the transaction has been verified by Debi bridge with the cardholder and the money has been received by Debi bridge.

    4.1.21  By accepting electronic transfers into the nominated bank account the Merchant warrants that all transaction data provided is true and correct, the prices of goods and/or services the Merchant supplied to the cardholder do not exceed the Merchant’s cash price, the transactions between the Merchant and the cardholder is lawful and no defenses, counter-claims, disputes or rights to set-off exist which would entitle the cardholder to refuse or to withhold payment of the full amount.

    4.1.22  The Merchant hereby indemnifies Debi bridge against any liability arising from any dispute whatsoever with the cardholder regarding goods and/or services obtained through the use of the card

    4.1.23  All electronic transfers into the Merchant’s nominated bank account shall be deemed as payment of money to be credited to the nominated bank account only once the card transaction has been honoured. If any card transaction is dishonoured, the Merchant authorises Debi bridge to debit the nominated bank account with the amount of any such card transaction or to offset the amount against any settlement amounts due to the Merchant

    4.1.24  While acting in good faith and exercising reasonable care, Debi bridge shall not be liable if any card transaction is dishonoured for any reason whatsoever

    4.1.25  In the event of a chargeback, the Merchant must refund Debi bridge the full amount within 48 (forty-eight) hours regardless of whether the cardholder has returned the goods or not

    4.1.26  In the event of a Merchant committing fraud or theft Debi bridge will institute criminal and civil proceedings against such Merchant. The Merchant will also be reported to the card schemes and recorded in their merchant databases and consequently may be prevented from applying for a merchant account in the future.

    4.1.27  The Merchant agrees that he/she will ensure and takes full responsibility that any person using any of the Debi bridge credit card terminals, is fully trained on the usage of the terminal, the information required by Debi bridge as well as the information that should be communicated to the cardholder.

    4.1.28  Debi bridge reserves the right to report to the necessary banking institution any suspected fraudulent activities committed by the merchant or its employees in the use of the services provided by Debi bridge. Debi bridge shall not be held liable for any loss or damages resulting from such disclosures provided that the disclosures are not made maliciously by Debi bridge

    4.1.29  The Merchant understands that the card schemes, meaning VISA and Mastercard, in conjunction with Debi bridge’s sponsoring bank, ABSA Bank, institute an annual transaction value limit that may be processed by the Merchant under a Payment Facilitator agreement, and such limits may be changed by the schemes from time to time. In the event that the Merchants annual total transaction value processed exceeds the card scheme limit permitted then the Merchant shall be required to apply for a Merchant account under the ISO arrangement between Debi bridge and ABSA.



    Debi bridge shall not be liable to the merchant or any third party for any loss or damage of whatsoever nature and/or howsoever arising (including consequential loss or damage which shall include but not be limited to loss of property or of profit, business, goodwill, revenue, data or anticipated savings) or for any costs, claims or demands of any nature whether asserted against Debi bridge or the merchant by any party arising directly or indirectly and specifically for: 

    9.1  any direct damage suffered by the merchant howsoever arising, in respect of any amount which is more than the amount of revenue received from the merchant and the merchant indemnifies Debi bridge accordingly;

    9.2  any expenses, losses or damages incurred as a result of an unsuccessful or delayed application for any account from any financial institution or for services from third party service providers that are required for this agreement to operate;

    9.3  any losses, liabilities or damages incurred by the merchant due to the suspension of the contract of any services provided by Debi bridge;

    9.4  any losses, liability or damages incurred by the merchant due to the suspension or cancellation of the merchant’s account by the acquirer for whatever reason;

    9.5  any losses, damages or liability incurred by the merchant due to the fraudulent activities of the merchant and its employees or agents;

    9.6  any losses, damages or liability incurred by the merchant as a result of fraud or any other actions committed by customers of the merchant including but not limited to repudiated transactions, incorrect banking details, card skimming, bank charge-backs and the like;

    9.7  any losses or damages incurred by the merchant as a result of any failure, fault or suspension in the services and systems of other service providers upon which the services rendered by Debi bridge rely.



    The merchant shall not be entitled to cede, assign or delegate any of its rights and obligations under this agreement to any third party, unless otherwise agreed in writing by Debi bridge. Debi bridge shall be entitled to cede, assign or delete any of its rights and obligations under this agreement to any third party without prior notice to and without the consent of the merchant.



    14.1  If a vis major or force majeur or casus fortuitus (“the interrupting of circumstances”) causes the delay or failure or partial failure performance by a party of all or any of its obligations hereunder, this agreement, or as the case may be, the effective portion thereof, shall be suspended for the period during which the interrupting circumstances prevail, but if they affect any material part to the agreement, only for a maximum period of thirty (30) days, whereafter any effective party may be entitled on thirty (30) days written notice to cancel this agreement.

    14.2  Written notice of the interrupting circumstances specifying the nature and date of commencement thereof shall be dispatched by the party seeking to rely thereon (on whom the onus shall rest) to the other party as soon as reasonably possible after the commencement thereof. Written notice of the cessation of the interrupting circumstances shall be given by the party who relied thereon within ten (10) days after such cessation. No party shall subsequently be obliged to comply with the obligation suspended during such period. The party whose performance is interrupted by the interrupting circumstances shall be entitled, providing that such party shall give written notice of the interrupting circumstances, to extend the period of this agreement by a period equal to the time that its performance is so prevented.

    14.3  The dispute which arises in regard to this agreement, or out of or pursuant to this agreement (other than where an interdict or urgent relief is sought in a court of competent jurisdiction), may at the discretion of Debi bridge be submitted and decided by arbitration. The arbitration shall be subject to the arbitration legislation from time to time being in force in South Africa. The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is terminated for any reason. The arbitrator shall have the power to give default judgment if any party fails to make submissions on the relevant due date or fails to appear at the arbitration.