Merchant Payment Services Agreements: Key Provisions for Retailers, Banks, and Payment Processors
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Corporate Law
- event Date
Wednesday, March 26, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will provide counsel with the tools to understand and negotiate point-of-sale merchant services agreements. The panel will break down the many layers in accepting and processing card payments and other payment services such as buy now pay later, bank financing at the POS and others. This course also will cover issues unique to e-commerce marketplaces. For each service, the panel will provide an understanding of the roles and legal responsibilities of each party on issues relating to regulatory compliance, card network compliance, data security, confidentiality, exclusivity, indemnification, fee structures, discount rates, interchange, and reserves.
Ms. Campbell has significant experience representing financial services and insurance company clients in both federal and state courts, as well as before state regulators. She has advised national mortgage servicers on FDCPA claims, loan finance companies on UDAAP claims, and banks on OFAC- related issues. In addition, Ms. Campbell has provided intellectual property guidance in M&A and corporate structuring matters and advised on GDPR implementation and cross-border encryption issues. Prior to joining the firm, she served as senior counsel in the Cyber/Intellectual Property/Information Technology group for Deutsche Bank AG.
Ms. Odom concentrates her practice on representing banks, retailers, processors, service providers, cryptocurrency, blockchain, and other technology companies in the payments, Fintech, and related spaces. She has handled a myriad of complex national and global agreements for payments companies, banks, retailers, program managers, and processors. Ms. Odom is experienced in strategic relationship, program development and management, payment processing, licensing, software development, data processing outsourcing, intellectual property, and e-commerce matters and related regulatory matters. She is experienced in developing, implementing, and supporting emerging payment, cryptocurrency, prepaid, credit and debit card programs, and in addressing their regulatory and payment card network compliance issues. She has helped numerous emerging and traditional payments companies and merchants structure their payments products and services to maximize revenue, minimize their regulatory footprint, and reduce fraud losses. Ms. Odom assists a number of national retailers with their payment card processor, acquiring bank and payment card network relationships. She regularly advises companies on GLBA and PCI compliance, data security, and data breach response.
Engaging a service provider to provide point-of-sale payment services for a retail operation can be a daunting task, especially without an adequate understanding of the complex roles and relationships of those involved in the payments chain.
The merchant is typically presented with a form payment services agreement from the provider. Still, merchant’s counsel should work to obtain a full understanding of how the service will work, what implementation obligations the merchant will have, the full range of applicable fees and costs, and to review and negotiate key provisions relating to compliance with industry standards, data security, confidentiality, use of third parties, reserves, and more. Additional standards and guidelines are often incorporated by reference and should be part of the review.
Among other things, data security is a fundamental issue in these agreements, and a merchant's obligations under PCI Data Security Standards or otherwise may vary depending on the size of its business and the payment types accepted. Contractual liabilities that flow from a data breach often exceed all other financial liabilities, including the cost to defend litigation or regulatory investigation.
Listen as our authoritative panel discusses key negotiation points in these agreements, provisions that may be non-negotiable due to regulatory or network requirements, and the negotiating points that may mitigate the merchant’s potential liability.
- Point-of-sale payment services agreements: understanding the parties and their roles
- Standard provisions: what you should expect to see
- Issues for review for each service type
- Regulatory compliance
- Card network compliance (where applicable)
- Data security responsibilities
- Assignment rights; subcontractors
- Confidentiality
- Exclusivity
- Fee structures (discount rates, interchange, reserves)
- Indemnity obligations
- Additional terms and conditions incorporated by reference
- Data protection: reviewing internal controls to ensure compliance with applicable requirements, policies and agreements
The panel will review these and other key issues:
- What are the roles and responsibilities of the banks, card networks, payment processors, payment service providers and merchants under these agreements?
- Which provisions in standard form agreements are problematic for merchants and which are negotiable?
- What are the parties' obligations concerning data security under the agreement, and how might the merchant limit its exposure?
- What does the merchant need to understand fee structures and financial liability under an agreement?
