Hardware Terms

These terms govern the payment terminals, readers, PIN pads and accessories RapidCents supplies, whether rented or purchased. They set out who owns a device, how it must be looked after, when it has to be returned, the condition it has to be returned in, and what RapidCents charges when a device comes back damaged or does not come back at all. They form part of the RapidCents Services Agreement.

1. What these terms cover

These terms apply to any payment terminal, reader, PIN pad or accessory you get from RapidCents, whether you buy it or rent it. They are part of your Services Agreement.

These Hardware Terms govern every item of physical equipment RapidCents sells, rents, lends or otherwise supplies to a merchant, together with the firmware and software embedded in it, its power supplies, cables, docks, charging bases, stands, printers, scanners, cash drawers, SIM cards and any accessory supplied with it (together, the “Hardware”).

These terms form part of the RapidCents Services Agreement and are incorporated into it. Capitalized terms used but not defined here have the meaning given in that Agreement. Where these terms and the Agreement conflict on a point about Hardware, these terms govern; on every other point the Agreement governs.

Clause B.7 of the Agreement continues to apply in full. It covers the reporting of loss, theft and tampering, the insurance you must carry, and your liability for Transactions processed on compromised Hardware. These terms add what B.7 does not address: ownership, return, condition and the charges that follow.

2. Ownership, and what you actually have

Rented or loaned Hardware stays ours. You are holding our property, you must give it back, and you cannot sell it, pledge it or let anyone take it. Purchased Hardware becomes yours once you have paid for it in full.

Hardware is supplied on one of two bases, and your order, invoice or Fee Schedule states which applies to each item:

• (a) Rented or loaned Hardware. Title remains with RapidCents at all times. You have possession and a right to use the Hardware for the purpose of accepting payments through the Services, and nothing more. You acquire no ownership interest, no option to purchase and no right of retention, and the arrangement is a true lease or bailment for the purposes of Article 2A of the Uniform Commercial Code and not a sale, a conditional sale, a security interest or a financing. Where a court nevertheless determines the arrangement to be a security agreement, you grant RapidCents a purchase-money security interest in the Hardware and its proceeds to secure every amount you owe under these terms.
• (b) Purchased Hardware. Title passes to you when RapidCents has received payment in full for that item. Until then, title remains with RapidCents and the obligations in these terms that apply to rented Hardware apply to it.

For as long as RapidCents owns an item of Hardware, you will not sell it, lease it, lend it, pledge it, grant a security interest in it, permit a lien to attach to it, allow it to be seized or levied on, move it outside the country in which it was delivered, or part with possession of it to anyone other than RapidCents or a carrier RapidCents directs. You will keep it free of any claim by your landlord, your lender, a trustee or any other person, and you will tell RapidCents immediately if any person asserts a claim against it.

You will not remove, deface or alter any serial number, asset tag, security seal, tamper-evident label, regulatory marking or RapidCents branding on an item of Hardware. Those markings are how a device is identified for the Card Network rules and for a PCI PIN security inspection, and a device that arrives back without them is treated under clause 11 as damaged.

RapidCents may file a financing statement under the Uniform Commercial Code, and record and register its interest in rented Hardware in any other register it considers appropriate, and you will sign or provide anything reasonably required to let it do so. Clause F.9 of the Agreement applies to amounts you owe under these terms.

3. Rental: no fixed term, and what it costs to stop

Rental is month to month. There is no minimum term, no commitment period and no early termination fee. Rental stops when the Hardware is back with us, not when you stop using it.

Hardware rental runs on a month-to-month basis. There is no initial term, no minimum term, no commitment period of any length and nothing that renews, and RapidCents charges no early termination fee and no penalty for ending a rental. This matches clause A.1 and clause F.1.1 of the Agreement, which put the Agreement itself on the same footing.

You may end a rental at any time by giving RapidCents notice and returning the Hardware under clause 9. RapidCents may end a rental at any time on thirty (30) days’ notice, or immediately where the Agreement is terminated, where the Hardware is required for a safety, security or regulatory reason, or where an amount you owe under the Agreement is overdue.

The rental charge for an item is stated in your Fee Schedule. It is billed in advance for each monthly period and continues to accrue for every period, or part of a period, until the Hardware is received by RapidCents at the address on the return authorization, or until RapidCents charges you for it under clause 11 as not returned. Ceasing to use an item, putting it in a drawer or telling RapidCents you no longer want it does not stop the rental charge; returning it does.

A rental charge already billed for the period in which Hardware is returned is not refunded or prorated. RapidCents does not charge a rental for a period beginning after the return is received.

4. Delivery, inspection and acceptance

Check the Hardware when it arrives. You have 10 days to tell us something is wrong with it; after that it is treated as delivered in good order.

Risk of loss or damage to Hardware passes to you on delivery to the address you gave RapidCents, or to a carrier you nominate, whichever happens first, and remains with you until the Hardware is received back by RapidCents under clause 9 or title passes to RapidCents in some other way.

On delivery you will inspect each item, confirm that the serial number matches the packing list, check that the tamper-evident seals are intact, and test that the item powers on and completes a test transaction. If an item is missing, damaged in transit, does not match the packing list, shows a broken seal or does not function, tell RapidCents in writing within ten (10) days of delivery. RapidCents will repair, replace or credit the item, at its option.

An item not reported within that period is accepted as delivered in good order and in good working condition, and a later claim that it arrived faulty is treated under clause 8 as a warranty claim rather than a delivery claim.

Delivery dates are estimates. RapidCents is not liable for a delay in delivery, and a delay does not entitle you to cancel an order already shipped, except as clause 17 permits.

5. Keeping the Hardware in good working condition

Look after it: keep it clean, dry, powered properly and physically secure, use the supplies and parts we approve, and do not open it or modify it. It has to work when it comes back.

You will keep each item of Hardware in good working condition and in good repair, fair wear and tear excepted, for as long as it is in your possession. In particular you will:

• (a) Operate and store it in accordance with the manufacturer’s and RapidCents’ instructions, within the stated temperature, humidity and power ranges, and keep it clean, dry and free of contamination by liquid, grease, dust, chemicals or food.
• (b) Use only the power supply, battery, cables, paper, cleaning materials and accessories supplied or approved by RapidCents, and charge a battery-powered device as instructed.
• (c) Keep it physically secure during and outside business hours, in a location where it is not accessible to the public when unattended, and restrict access to staff who need it.
• (d) Inspect it regularly for signs of tampering, substitution, an added overlay or skimming device, an unexpected cable or an unfamiliar attachment, and keep a record of those inspections where the Card Network rules require one.
• (e) Install every firmware, software, security and configuration update RapidCents or the manufacturer makes available, within the period stated with it, and allow RapidCents to install an update remotely.
• (f) Not open the case, disassemble, modify, repair, service, re-key, re-image, root, jailbreak, re-flash, load other software onto or attempt to reverse engineer any item, and not permit anyone other than RapidCents or a service provider RapidCents has authorized in writing to do so. A payment terminal is a tamper-responsive device: opening it will usually disable it permanently and is treated as damage under clause 11.
• (g) Not use an item for anything other than accepting payments through the Services, and not connect it to a network, system or application RapidCents has not approved.
• (h) Tell RapidCents in writing before permanently moving an item to a different business location, and not move an item outside the country in which it was delivered.

RapidCents may inspect Hardware in your possession on reasonable notice during business hours, and may require you to produce an item, a serial number or a tamper-inspection record. Clause H.4 of the Agreement applies to that request.

6. Software, firmware and the licence that comes with a device

Buying a terminal does not buy the software inside it. You get a licence to use that software while your account is open, and it ends when the account or the rental ends.

The firmware, operating system, payment application and configuration on an item of Hardware are licensed, not sold, including where you have purchased the device itself. RapidCents grants you a non-exclusive, non-transferable, revocable licence to use them on that item, for the purpose of accepting payments through the Services, for as long as your RapidCents Account is open and the item is used in accordance with these terms. Clause A.7 and clause B.2 of the Agreement apply to that licence.

RapidCents and its suppliers retain all intellectual property rights in that software. The restrictions in clause B.4 of the Agreement apply to it, and the restriction in clause 5(f) above applies in addition.

RapidCents may change, update, replace or withdraw the software on an item of Hardware, including remotely and without notice where the change is required for security, for compliance with the Card Network rules or with law, or to keep the device functioning. A device may be unavailable while an update is installed.

Hardware depends on software, network connectivity and services RapidCents does not control, and an item may stop being supported when a manufacturer discontinues it, when a certification it relies on expires or is withdrawn, or when a Card Network or regulatory requirement changes. RapidCents will give you reasonable notice before an item stops being supported and will offer a replacement where one is available. Clause 17 applies to any loss arising from an item becoming unsupported.

7. Card data on a device, and what happens to it

Do not store card data on a terminal or around it. Before you send a device back, remove your own data; we wipe the device when we receive it.

You will not store, and will not configure an item of Hardware to store, a full card number, the full contents of a magnetic stripe or chip, a card verification value or a PIN, whether on the device, on a connected system or on paper, except where the Card Network rules and PCI DSS expressly permit it and only for as long as they permit. Clause D.2 of the Agreement governs your obligations for Card Data.

Before returning an item you will remove any data you have placed on it that is not required for its operation, including product catalogues, customer records, images, staff accounts and credentials you created. RapidCents securely erases a returned device before it is reused or disposed of, but you cannot rely on that erasure as your own compliance with clause D.2 or with PCI DSS.

RapidCents may disable, lock or remotely wipe an item of Hardware where it is reported lost, stolen or tampered with, where your RapidCents Account is suspended or closed, where the item is not returned when due, or where RapidCents reasonably believes the item or the data on it is at risk. A device disabled in those circumstances is not a failure of the Services and clause 17 applies.

8. Warranty, and what it does not cover

Hardware is covered for 12 months against a manufacturing defect. It is not covered for damage you caused — drops, liquid, power surges, misuse, unauthorized repair or tampering.

RapidCents warrants that Hardware will be free from defects in materials and workmanship, under normal use and in accordance with these terms, for twelve (12) months from delivery, or for the manufacturer’s warranty period where that is longer. For rented Hardware this warranty applies for as long as the rental continues.

Your only remedy under this warranty, and RapidCents’ only obligation under it, is that RapidCents will repair the item, replace it with an item of the same or a comparable model that may be new or refurbished, or credit you for it, at RapidCents’ option. A replacement carries the remainder of the original warranty period or ninety (90) days, whichever is longer.

This warranty does not apply to, and RapidCents may charge you under clause 11 for, any of the following:

• (a) Physical damage, including a cracked or scratched screen, a damaged card slot, connector or reader, a bent or broken housing, and damage caused by dropping, crushing or impact.
• (b) Damage from liquid, moisture, heat, fire, corrosion, insects, contamination or exposure to conditions outside the manufacturer’s stated ranges.
• (c) Damage from a power surge, incorrect voltage, an unapproved power supply, a battery that was not charged as instructed, or an unapproved cable or accessory.
• (d) Damage or failure caused by misuse, abuse, neglect, an accident, a modification, an unauthorized repair or service, an unauthorized part, or use other than as these terms permit.
• (e) Tampering, an attempt to open the device, a triggered tamper-response, a removed or defaced seal, tag or serial number, or the fitting of an overlay or skimming device.
• (f) Consumables and items with a working life, including paper rolls, cleaning cards, cables, charging bases, stands and batteries whose capacity has declined through use.
• (g) Cosmetic wear that does not affect function, which is fair wear and tear and is not charged for.
• (h) A failure caused by software, hardware, a network or a service not supplied by RapidCents, or by a loss of connectivity, power or a third-party service.

Except for the warranty in this clause, Hardware is supplied as is and clause E.4 of the Agreement applies to it: RapidCents disclaims every other warranty, condition and representation, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent the law permits. This disclaimer includes the implied warranties of merchantability and fitness for a particular purpose under the Uniform Commercial Code. Nothing in these terms excludes a statutory warranty, condition or guarantee that cannot lawfully be excluded, and where such a term applies and cannot be excluded, RapidCents’ liability under it is limited to the remedies in this clause to the extent the law permits that limitation.

To make a warranty claim, contact RapidCents support. RapidCents may require you to run a diagnostic, to send photographs of the item and its serial number, and to return the item under clause 9 before it is repaired or replaced. If RapidCents supplies a replacement before the faulty item is returned, you will return the faulty item within fifteen (15) days of receiving the replacement; an item not returned within that period is charged under clause 11. Where an item returned under a warranty claim is found on inspection to fall within the exclusions above, RapidCents will tell you and may charge for repair or replacement under clause 11 before returning or replacing it.

9. Returning Hardware: when, how and at whose cost

You must return rented or loaned Hardware within 15 days of a rental ending, your account closing or us asking for it. Request a return authorization first, pack it properly, ship it tracked, and keep the tracking number.

You will return every item of Hardware that RapidCents owns within fifteen (15) days of the earliest of: the date a rental ends; the date your RapidCents Account is closed or the Agreement terminates, for any reason and by either party; the date RapidCents supplies a replacement for the item; and the date RapidCents requests its return.

Before returning anything, request a return authorization from RapidCents. The authorization gives you the return address, the reference to mark on the parcel and the list of items expected. RapidCents is not responsible for an item sent back without an authorization, and an item that cannot be matched to an account on arrival is treated as not returned.

A return must include the device and everything supplied with it: the power supply, cables, battery, dock or charging base, stand, SIM card and any accessory listed on the authorization. A missing accessory is charged under clause 11.

You will pack each item so that it survives transit, in its original packaging where you still have it or in equivalent protective packaging, and ship it by a method that provides tracking and proof of delivery. Keep the tracking number until RapidCents confirms receipt.

Unless RapidCents states otherwise in the return authorization, you pay the cost of returning Hardware, and you bear the risk of loss or damage in transit until RapidCents receives the item. An item damaged in transit because it was inadequately packed is treated as damaged under clause 11. Where RapidCents has supplied a prepaid shipping label, use it: a return sent by another method is at your cost.

RapidCents will confirm receipt and the outcome of its inspection under clause 10 within a reasonable period of delivery.

10. The condition Hardware must come back in

It has to arrive working, complete, clean, with its seals and labels intact, and with nothing broken. Normal marks from everyday use are fine and are not charged for.

Hardware must be returned in good working condition, fair wear and tear excepted. On receipt, RapidCents inspects each item, records its serial number and condition, and tests that it powers on, completes a test transaction, reads a card on each supported interface, and reports no tamper condition.

“Fair wear and tear” means the cosmetic deterioration that results from ordinary, careful use of an item over the period it has been in your possession — light surface marks, minor scuffing of the housing, faded printing on keys — where the item remains complete, functional and free of a tamper condition. It does not include anything in the list below.

An item is treated as damaged, and charged for under clause 11, where on inspection it:

• (a) Does not power on, does not hold a charge, does not complete a test transaction, or fails on any card interface it supports.
• (b) Has a cracked, delaminated, burned-in or non-responsive screen, or a damaged keypad, card slot, contactless antenna, connector, printer or scanner.
• (c) Has a bent, cracked, punctured, melted or separated housing, or a missing part of its casing.
• (d) Shows evidence of liquid ingress, corrosion, heat damage, fire, chemical contamination or infestation.
• (e) Shows a tamper condition, a broken or missing security seal, an opened case, evidence of an unauthorized repair, or a missing, defaced or substituted serial number, asset tag or regulatory label.
• (f) Is returned incomplete, without an accessory listed on the return authorization, or with a part substituted for one that was not supplied by RapidCents.
• (g) Is returned so heavily soiled, greased or contaminated that it cannot be cleaned for reuse by ordinary means.
• (h) Carries an unauthorized modification, an unapproved attachment, an overlay, a label or adhesive that cannot be removed without damage, or non-RapidCents software.

RapidCents records the condition of each returned item, including photographs where it assesses a charge, and will provide that record to you on request. If you disagree with an assessment, tell RapidCents in writing within thirty (30) days of being notified of it, with the reasons; RapidCents will review the assessment and respond. Clause H.5 of the Agreement applies to a charge appearing on a statement.

11. Charges for damage, missing items and Hardware not returned

If a device comes back damaged, we charge the repair cost; if it cannot be repaired economically, or never comes back, we charge what it costs to replace it. We can take that from your settlement funds, your reserve or your bank account, or invoice you.

Where an item is returned damaged as described in clause 10, you will pay the cost of putting it back into service: the cost of repair, including parts, labour, re-certification and testing, or, where repair is not economically reasonable or is not possible, the replacement cost of the item.

Where an item RapidCents owns is not returned within the period in clause 9, or is returned in a condition that makes it unusable, or is lost, stolen or destroyed, you will pay its replacement cost. Rental charges continue to accrue under clause 3 until the item is received or the replacement cost is charged, and stop when either happens.

Replacement cost means the amount RapidCents must spend to put itself in the position it would have been in had the item been returned in good working condition: the current price of the same or a comparable model, plus shipping, handling and taxes, less an allowance for the age and expected working life of the item where RapidCents applies one. Where a Fee Schedule or a return authorization states a replacement charge for a model, that amount applies. A charge under this clause is a recovery of what RapidCents has actually lost and is not a penalty, a fine or liquidated damages, and RapidCents will provide the invoice, quotation or other particulars of the amount on request.

You will also pay a missing-accessory charge for each item listed on the return authorization that is not returned, and the reasonable cost of cleaning an item returned in the condition described in clause 10(g). Each is stated in your Fee Schedule or in the return authorization.

RapidCents may collect an amount payable under this clause by setting it off against settlement funds owed to you, by debiting your Payout Account, by applying your Reserve, or by invoicing you, in each case as clause C.6, clause C.7 and clause F.9 of the Agreement provide. An invoiced amount not paid when due bears interest under clause F.9. Clause A.5 and clause F.1.5 of the Agreement apply: the obligation to return Hardware and to pay these amounts survives the closure of your RapidCents Account and the termination of the Agreement.

Where an item is charged for as not returned and you later return it in good working condition, RapidCents will credit the replacement charge, less any rental, damage, cleaning or missing-accessory amount properly due and less the reasonable cost of handling the late return, provided the item is received within ninety (90) days of the charge.

12. Loss, theft, tampering and insurance

If a device is lost, stolen or looks tampered with, you must call and email us within 24 hours. You must also insure our Hardware for its full replacement value.

Clause B.7 of the Agreement governs the reporting of loss, theft, tampering and suspected compromise, and the insurance you must maintain. It is incorporated into these terms and is not restated here, so that the twenty-four hour reporting deadline, the insurance requirements and your liability for Transactions processed on compromised Hardware have one authoritative home.

In summary, and without changing what B.7 says: you must both telephone RapidCents customer service and send written notice to [email protected] no later than twenty-four (24) hours after the incident or after you reasonably should have discovered it; until both have been received you remain liable for every Transaction processed on that Hardware and for the Chargebacks, Refunds, Fines and losses that follow; you must carry commercial property insurance covering RapidCents Hardware for its full replacement value; and you are responsible for the replacement cost of lost, stolen or destroyed Hardware under clause 11.

A device that has been lost or stolen, or on which a tamper condition has been recorded, may not be returned to service even if it is recovered. RapidCents will tell you whether a recovered device can be reused.

13. Purchased Hardware: returns, refunds and exchanges

You can return a purchased device within 30 days of delivery if it is unused and in its original packaging. After that, a purchase is final except under the warranty.

You may return an item of purchased Hardware for a refund of its purchase price within thirty (30) days of delivery, provided it is unused, complete, in its original packaging with the seals intact, and returned under clause 9 with a return authorization. Shipping charges already paid are not refunded, and you pay the cost of the return.

An item returned within that period that has been used, is incomplete, or is damaged as described in clause 10 is refunded less the amount properly chargeable under clause 11, or returned to you, at your election.

After thirty (30) days a purchase is final. Your remedy for a faulty item is the warranty in clause 8. The Refund and Cancellation Policy governs refunds of other RapidCents fees and does not extend the period in this clause.

RapidCents may offer an exchange or an upgrade. Where it does, the item being replaced is returned under clause 9 within fifteen (15) days of delivery of the replacement, and clause 10 and clause 11 apply to its condition.

14. Hardware you did not get from RapidCents

We only support devices we supplied. A device you bought elsewhere, or one supplied by another processor, is not covered by anything here.

These terms apply only to Hardware supplied by RapidCents. RapidCents does not support, certify, warrant or accept responsibility for a device obtained from anyone else, including a device supplied by a previous processor, bought from a reseller or a marketplace, or re-keyed for another provider.

RapidCents may decline to connect a device it did not supply to the Services. Where RapidCents agrees to support a device you already hold, it will say in writing what it supports and on what basis, and clause E.4 and clause E.5 of the Agreement apply to it.

You are responsible for anything you connect to a RapidCents device, including a cash drawer, printer, scanner, tablet, till or network, and for any damage it causes.

15. Compliance, certification and export control

Payment terminals are certified devices. You will use each item only in a configuration and a geography for which it is certified, will not use a device whose certification RapidCents has told you has expired or been withdrawn, and will follow the PCI PIN Security Requirements and the Card Network rules applicable to the handling, installation, inspection and decommissioning of a device.

Hardware contains cryptographic functionality and is subject to export control. Clause H.3 of the Agreement applies to it, and you will not export, re-export, transfer or make an item available contrary to the export control and sanctions laws that apply.

You will comply with the radio, electrical safety, electromagnetic compatibility and environmental requirements that apply to an item in the place it is used, and will not use an item in a jurisdiction for which it is not approved.

Where an item reaches the end of its life and RapidCents does not require its return, you will dispose of it in accordance with the electrical and electronic waste rules that apply in your jurisdiction, and you will not dispose of an item that RapidCents owns.

16. Your indemnity for Hardware in your possession

You will indemnify and hold RapidCents, its affiliates, its directors, officers, employees and agents harmless from and against every claim, demand, loss, liability, fine, penalty, assessment, cost and expense, including reasonable legal fees, arising out of or relating to: the use, possession, operation, storage, installation, relocation, condition or disposal of Hardware while it is in your possession or control; a failure to return Hardware as these terms require; injury to a person or damage to property caused by or involving an item of Hardware in your possession; a claim by a third party asserting an interest in Hardware RapidCents owns; and any tampering, compromise, skimming or unauthorized access occurring at your premises or on a device in your possession.

This indemnity is in addition to clause E.6 of the Agreement and does not limit it. Clause E.5 of the Agreement governs RapidCents’ liability to you.

17. Limits on what RapidCents is responsible for

Clause E.5 of the Agreement applies to these terms in full. In addition, and to the fullest extent the law permits, RapidCents is not liable for loss of profit, loss of revenue, loss of sales, loss of business, loss of data, or any indirect, incidental, special, consequential or punitive loss arising from a failure, fault, delay, outage, delivery delay, update, withdrawal of support, deactivation or unavailability of an item of Hardware, however caused.

RapidCents’ total liability in connection with an item of Hardware does not exceed the amount you paid RapidCents for that item in the twelve (12) months before the event giving rise to the claim, or, for a rented item, the rental charges you paid for it in that period.

Nothing in these terms limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, for fraud, or under a statutory protection that cannot be excluded.

18. Changes to these terms, and the law that applies

RapidCents may change these terms as clause F.2 of the Agreement provides, with the notice that clause requires. Continuing to hold or use Hardware after a change takes effect is acceptance of it.

These terms are governed by the law stated in clause E.7 of the Agreement, and a dispute about them is resolved as clause E.7 and clause H.10 of the Agreement provide.

To arrange a return, report a fault or ask about a charge, contact RapidCents support by email at [email protected] or by telephone at +1 (844) 957-2743 or +1 (202) 902-6226, or write to RapidCents Inc. at 43300 Southern Walk Plaza, #166, Ashburn, Virginia 20148, United States.

Governing law

The law stated in clause E.7 of the RapidCents Services Agreement: the laws of the State of Delaware and the federal laws of the United States, with disputes determined by individual arbitration administered by the American Arbitration Association (E.7 and H.10).