Advising a U.S. company on a commercial payment services agreement

We advised a U.S. company on the contractual liability structure and the main legal risks of a commercial payment services agreement it was to sign with a financial services provider.

The main issues were the payment liability of the company and of users under each account type, whether the company could be released from liability in the event of unauthorized use, and the company's internal control obligations in operating the accounts. The contractual representations, warranties and legal liability relating to the processing of personal information were also reviewed.

We analyzed the difference between Combined Liability and Full Corporate Liability under the agreement, and reviewed the conditions for release from liability for unauthorized use and the liability structure for each account.

We also assessed the legal risks that could arise in operation, including the authority of account administrators, the processing and transfer of personal information, and the procedures for reviewing transactions and raising disputes, and proposed ways to manage them.

We advised that the contract terms themselves raised no particular legal issues, and explained in detail the liability the company would bear under each account type and the points to watch in its internal controls.

Related U.S. practices: Contracts & Business Transactions, Corporate & Business Advisory