Draft for legal and processing-partner review. This document is not in effect, has not been approved by counsel or any payment provider, and does not create binding obligations. Bracketed items are unresolved and are tracked in the Launch Decision Register.
Merchant Services Agreement
Version 0.1 — Effective date: not set
This Merchant Services Agreement (the "Agreement") is between [Legal entity name to be confirmed], operating as Orion Payments ("Orion"), and the business identified in the Merchant's account (the "Merchant").
1. Definitions and interpretation
1.1 In this Agreement:
- "Applicable Law" means all laws, regulations and binding guidance that apply to a party or to a Transaction, including consumer protection, privacy, anti-money-laundering, sanctions, tax and product-regulation laws.
- "Approved Scope" means, for a Provider Connection, the specific Merchant identity, websites, product categories, payment methods, currencies and countries that the Provider has approved and Orion has recorded, as shown in the Portal.
- "Card Network Rules" means the rules of any card network that apply to Transactions through a Provider.
- "Customer" means a person who buys goods or services from the Merchant.
- "Dispute" means a chargeback, retrieval request, inquiry or similar claim initiated by a Customer or card issuer through a Provider.
- "Order" means the Merchant's record of a sale, identified by the Merchant's order reference.
- "Payment" means an attempt to pay for an Order through the Services. A Payment has its own status, separate from the Order.
- "Portal" means Orion's merchant portal.
- "Provider" means a payment processor, acquirer, on-ramp, settlement provider or other third party that performs payment functions for a Transaction under its own agreement and approval.
- "Provider Connection" means the configuration linking the Merchant to a Provider, recorded in the Portal.
- "Provider Terms" means the terms, policies and approval conditions a Provider requires the Merchant to accept.
- "Services" means Orion's software and related services described in clause 3.
- "Settlement" means the transfer of funds or supported stablecoins to the Merchant's settlement destination, as performed and reported by a Provider.
- "Transaction" means a Payment, refund, Dispute or Settlement.
1.2 Headings are for convenience. "Including" means "including without limitation". References to clauses are to clauses of this Agreement unless stated otherwise.
1.3 Schedules: the Commercial Fee Schedule, the Acceptable Use Policy, the Refund and Dispute Policy, the API and Developer Terms, the Data Processing Addendum and the Payment and Stablecoin Disclosures form part of this Agreement.
1.4 Order of precedence: (a) Applicable Law; (b) Provider Terms, to the extent they govern the Provider's services; (c) this Agreement; (d) the Schedules; (e) the Portal documentation.
2. Contract formation and authority
2.1 This Agreement is formed when an authorized representative of the Merchant accepts it electronically in the Portal and Orion confirms acceptance. Acceptance is recorded with the document version, timestamp, user and an authority confirmation.
2.2 The person accepting confirms that they are authorized to bind the Merchant. Orion may request evidence of authority.
2.3 Acceptance of this Agreement is not approval. Orion's internal approval and each Provider's approval are separate decisions made under clauses 5 and 6.
2.4 The parties agree that electronic acceptance and records are valid evidence of this Agreement, subject to Applicable Law on electronic documents.
3. The Services
3.1 Orion provides software that helps the Merchant to:
(a) apply for, and manage, provider relationships; (b) create hosted checkout sessions and payment links; (c) track Orders, Payments, refunds, Disputes and provider-reported Settlements; (d) receive signed event notifications (webhooks); and (e) reconcile Transactions.
3.2 Third-party services. Payment processing, acquiring, card acceptance, currency conversion, stablecoin conversion and settlement are performed by Providers, not by Orion, unless a Schedule expressly says otherwise for a specific, approved arrangement. The current Provider for each Provider Connection is shown in the Portal. At the date of this draft, [No processor contracted].
3.3 Funds. Orion does not hold, pool or control Merchant funds unless an arrangement expressly approved by the relevant Provider and set out in a Schedule provides otherwise. Settlement information shown in the Portal is reported by Providers.
3.4 Sandbox. Sandbox features use simulated Providers and synthetic data and do not process real payments.
3.5 Changes. Orion may improve or change the Services. Orion will give reasonable notice of changes that materially reduce functionality the Merchant relies on, unless a change is required by law, a Provider or security.
4. Merchant identity
4.1 The Merchant must transact only under its own identity as approved in the Approved Scope. The Merchant must not process Transactions for any other business, brand or website, or allow others to use its Provider Connection.
4.2 Each merchant is identified to Providers and Customers. Orion does not present a merchant's sales as Orion's own sales.
4.3 The Merchant must keep its business information accurate and notify Orion before changes to ownership, control, legal name, products, websites, fulfilment model or business model.
5. Underwriting and approval
5.1 The Merchant must provide complete and accurate information and documents during onboarding and on request.
5.2 Orion reviews applications and may decline, request more information or recommend conditions. Orion's review is not a Provider's approval.
5.3 Each Provider makes its own decision under its own criteria. Orion cannot guarantee approval, and a Provider's approval of Orion as a platform does not approve any merchant.
5.4 An approval applies only to its Approved Scope. A new website, product category, payment method, currency or country requires review and, where applicable, Provider approval before use. Approvals do not transfer between merchants.
5.5 Orion will not route a Transaction to a different Provider to avoid a decline, restriction or prohibition by another Provider.
6. Accurate product disclosure
6.1 The Merchant must accurately disclose the products and services it actually sells, how they are marketed, and where they are shipped.
6.2 Labelling a product (for example, "for research use only") does not by itself establish that the product is lawful or eligible. The Merchant is responsible for the legality of its products, marketing and fulfilment in each jurisdiction it sells to.
6.3 The Merchant must comply with the Acceptable Use Policy and with the restrictions in its Approved Scope.
7. Fulfilment and customer service
7.1 The Merchant is the seller to the Customer and is responsible for delivering goods and services, customer service, returns and refunds, warranties and Applicable Law on consumer protection.
7.2 The Merchant must clearly display on its website: its identity and contact details, product descriptions, prices with currency, shipping, cancellation and refund policies, privacy policy and terms of sale.
7.3 The Merchant must not fulfil an Order on the basis of a browser redirect, screenshot, Customer-provided transaction hash or other unverified signal. The Merchant should fulfil only once the Payment status is "succeeded" in the Portal or API, or a verified webhook confirms it.
8. Security
8.1 The Merchant must keep API keys, webhook secrets and Portal credentials secure, use multi-factor authentication where offered, restrict access to authorized personnel and revoke credentials promptly when no longer needed.
8.2 The Merchant must not collect, store or transmit card numbers or security codes except through Provider-hosted or tokenized components. Orion's Services are designed so that the Merchant does not need to handle card data.
8.3 The Merchant must notify Orion without undue delay at [Security contact to be confirmed] of any suspected compromise affecting the Services.
9. Fees
9.1 Fees are set out in the Commercial Fee Schedule. At the date of this draft: [Fees to be set following partner and merchant review].
9.2 Provider fees, network fees, currency-conversion costs and Dispute fees may apply under Provider Terms and will be identified separately where known.
9.3 Orion will give at least the notice period stated in the Commercial Fee Schedule before increasing fees.
10. Payment states
10.1 Orders, Payments, refunds, Disputes and Settlements have separate statuses. A Payment marked "authorized" is not paid; a Payment is paid only when marked "succeeded" after verification from the Provider or, for stablecoins, after Orion's verification rules are met.
10.2 Orion may correct a status that was recorded in error, with an event history explaining the correction.
11. Settlement
11.1 Settlement is performed by the Provider to a settlement destination verified under Orion's and the Provider's procedures. Timing: [Settlement timing depends on provider].
11.2 Changes to settlement destinations require re-authentication, ownership or authorization checks, review where required, and notification to the Merchant's account users.
11.3 Orion will display settlement information as reported by the Provider, including gross amounts, fees, adjustments and net amounts. Orion does not guarantee the timing or completion of a Provider's settlement.
12. Reserves
12.1 A reserve, holdback or delayed settlement may be applied only where (a) the applicable Provider Terms authorize it and (b) the Commercial Fee Schedule or a written notice from Orion specifies the amount, reason and review date. Current position: [Reserve policy not determined].
12.2 Orion does not claim any general right to seize, set off or withhold Merchant funds beyond what is expressly authorized by Provider Terms and this Agreement.
13. Refunds
13.1 The Merchant may request refunds through the Portal or API. Refunds pass through request, authorization, Provider submission and completion stages.
13.2 Refunds cannot exceed the captured amount less prior refunds. Orion prevents duplicate refunds for the same request.
13.3 Stablecoin refunds are not automatically sent to the address a payment came from, because that address may belong to an exchange or intermediary. A verified refund destination is required.
13.4 Whether processing fees are returned on refund depends on Provider Terms and the Commercial Fee Schedule.
14. Disputes
14.1 The Merchant must respond to Disputes with evidence by the deadline shown in the Portal. Missed deadlines usually result in the Dispute being decided against the Merchant.
14.2 Dispute outcomes are decided by the Provider, card issuer or card network, not by Orion.
14.3 Receiving settlement in stablecoins does not remove card refund or Dispute obligations for card Transactions.
15. Allocation of losses
15.1 As between the parties, the Merchant is responsible for losses arising from: its products and fulfilment; Disputes and refunds on its Transactions; fines or assessments imposed by Providers or card networks because of the Merchant's acts or omissions; and breach of this Agreement or Applicable Law by the Merchant.
15.2 Orion is responsible for losses to the extent caused by Orion's breach of this Agreement, negligence or wilful misconduct, subject to clause 23.
15.3 Losses caused by a Provider are governed by the Provider Terms. Orion will reasonably assist the Merchant in pursuing them.
16. Taxes
16.1 Each party is responsible for its own taxes. The Merchant is responsible for collecting and remitting sales taxes on its sales to Customers. Fees may be subject to GST/HST, QST or other applicable taxes.
17. Confidentiality
17.1 Each party will keep the other's non-public information confidential, use it only to perform this Agreement, and protect it with reasonable care.
17.2 Exceptions: information that is public through no fault of the recipient, already known, independently developed, or required to be disclosed by law or by a Provider for underwriting, risk or compliance purposes.
18. Data handling
18.1 The Data Processing Addendum governs personal information that Orion processes on the Merchant's behalf. The Privacy Policy describes Orion's own processing.
18.2 The Merchant authorizes Orion to share Merchant information with Providers for underwriting, risk management, compliance and Transaction processing.
19. Intellectual property
19.1 Orion retains all rights in the Services. The Merchant receives a non-exclusive, non-transferable right to use the Services during the term.
19.2 The Merchant retains rights in its data and marks. The Merchant grants Orion a licence to use them to provide the Services and to identify the Merchant to Customers in checkout.
20. Support
20.1 Support is available through the Portal. Service levels: to be defined in the Commercial Fee Schedule (currently unresolved).
21. Suspension and review
21.1 Orion may suspend some or all Services, or a Provider Connection, where reasonably necessary to: comply with Applicable Law or a Provider requirement; respond to suspected fraud, security compromise or prohibited activity; or investigate a material breach.
21.2 Orion will, where lawful and practicable, give notice with reasons and a way to respond. Suspensions are reviewed and lifted when the reason no longer applies. The Merchant may request review under the Complaints Policy.
22. Termination
22.1 Either party may terminate for convenience on the notice period stated in the Commercial Fee Schedule (currently unresolved), or immediately for the other's material breach that is not remedied within a reasonable cure period, or where continuing would breach Applicable Law.
22.2 Termination of a Provider's agreement may require suspension of the related Provider Connection.
23. Outstanding obligations after termination
23.1 Clauses covering refunds, Disputes, fees owed, confidentiality, data handling, loss allocation and records survive termination for as long as Transactions can be refunded or disputed under Provider Terms and Card Network Rules.
23.2 After termination, the Merchant may export its records for the period stated in the Commercial Fee Schedule. Retention periods: [Retention periods to be set].
24. Liability (proposed, for counsel review)
24.1 Nothing limits liability that cannot be limited by law, or liability for fraud, wilful misconduct or breach of confidentiality.
24.2 Neither party is liable for indirect or consequential loss, or loss of profits, except under clause 15.1 for fines and assessments caused by the Merchant.
24.3 Each party's total liability is capped at [Liability cap for counsel review].
24.4 The parties intend these provisions to be balanced and reciprocal. No personal guarantee is required by this Agreement. Any guarantee would require a separate, expressly signed document after independent advice.
25. Notices and amendments
25.1 Notices to the Merchant may be given in the Portal or by email to the account owner. Notices to Orion: [Support email to be confirmed].
25.2 Orion may amend this Agreement by publishing a new version in the Legal Centre with a summary of changes. Material changes will be notified at least 30 days in advance (proposed; for counsel review) and may require re-acceptance. If the Merchant does not agree, it may terminate before the change takes effect.
26. Governing law and dispute resolution
26.1 [Governing law for counsel review].
26.2 The parties will first try to resolve disputes through the Complaints Policy and good-faith negotiation.
27. General
27.1 Neither party may assign this Agreement without consent, except to a successor of its business with notice.
27.2 Force majeure: neither party is liable for delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.
27.3 This Agreement, with its Schedules, is the entire agreement on its subject matter.
27.4 Language: see the Decision Register (D-016) for Quebec French-language requirements.