Merchant Services Terms and Conditions

2.1We shall provide you with the Services you have selected on the Application Form and approved by us, or as we might otherwise agreewith you from time to time, in writing, which may include the following:

2.2Our Service standards. We will provide our Services to you in accordance with the terms of the Agreement, in compliance with Laws, Card and Payment Scheme Rules and with reasonable care and skill.

2.3Our licence to you. We grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sub-licensable licence to use and access our Services (including any applicable Data) solely for the purposes, and in accordance with the terms set out in the Agreement. We warrant that we have the full power and authority to grant the licence provided in this clause 2.3.

2.4Excluded Transactions. Please be aware that our Service’s support of any type of Payment Transaction is subject to the acceptance and conditions of an applicable Card and Payment Scheme (and such acceptance may be withdrawn at any time by the relevant Card and Payment Scheme). We have no influence over the Card and Payment Scheme’s acceptance policies or Card and Payment Scheme Rules. Further, we are under no obligation to provide our Services with respect to any Payment Transaction which is, or we reasonably suspect to be an “Excluded Transaction”.

3.1You agree at all times to comply with the terms of the Agreement, perform your obligations under the Agreement at your own expense and in a competent and business-like manner and with reasonable skill and care.

3.2The importance of the information you provide us. We agree to provide you with our Services with respect to the information you supply us as part of the application process, including the description of products and services that you sell and any address, premises or websites or online applications you use to trade. Our registration of you as a Merchant to use our Services is expressly and strictly dependent upon this information and descriptions, together with your warranty that you will only use our Services in the course of your own business, trade or professions and not as a consumer.

3.3Please keep us updated on any changes to the information you have supplied us. We reserve the right to accept or reject any Merchant based on the information they provide us (whether as part of the application process or otherwise). If any information you provide to us (including information related to your business model and/or the goods or services you sell and/or acceptance of POS changes over time), you must notify us immediately so that the information you have supplied to us is always accurate, up to date, truthful and complete. In particular, you must not use our Services for any other goods and/or services that you have not agreed with us, nor trade from any other premises or websites/online applications without seeking our prior written approval. Any approval we may provide related to the sale of goods and/or services you trade in no way constitutes any advice nor opinion by us as to the legality or otherwise compliance with Laws of your trade in such goods and/or services.

3.4Information requests: Information related to your use of our Services. You agree to provide us with any or all information reasonably requested by us related to your use of our Services and to also assist us in resolving any financial or reconciliation query we may have. This may include our or a Card and Payment Scheme’s request for evidence of a Payment Transaction and /or a Customer’s authority to debit their Payment Instrument and/or Payment Account (as the case may be) for the amount of the Payment Transaction.

3.5Accuracy of Information. You will notify us without undue delay in writing of any changes to information provided by or about you or your business set out in the Agreement, including but not limited to a change to:

3.6You will provide us with any information within 7 Business Days from the date of our request (or within any other time frame as determined by the Card Schemes and/or any supervisory authorities).

3.7Your Merchant Systems. You agree during the term of the Agreement that you are responsible, at your own cost, for the provision of all Merchant Systems and/or other goods/services required to use the Services. At all times when you use our Services, you must ensure that:

3.8Compliance with Laws and Card and Payment Scheme Rules. You agree to comply (and procure that your agents and sub-contractors comply) with all Laws and Card and Payment Scheme Rules and with any instructions, policies and procedures provided by us to you. You will execute and/or deliver to us any and all such instruments or documents that we may reasonably deem necessary to verify your compliance with this clause. You further agree that you are solely responsible for carrying out your business operations and performing any and all sale transactions you enter into with your Customers in compliance with all Laws and Card and Payment Scheme Rules. To the extent that there is any inconsistency between the terms of the Agreement and the underlying Card and Payment Scheme Rules, the underlying Card and Payment Scheme Rules will prevail.

3.9Disclosure of your business identity to your Customers. You must clearly and prominently disclose and make available to your Customers details of your business identity in plain and intelligible language. You must ensure that your Customers are aware that you are responsible for the submission of Payment Transactions and the supply of goods or services throughout their course of dealings with you. This includes providing a transparent and easily found notice of your business/trading name and your contact details (as appropriate) on your business premises, websites or other remote sales channels.

3.10You are responsible for carrying out your sales transactions with Customers. You agree to carry out and perform any sales transaction you enter into with Customers (including matters such as delivery of goods (whether physical or digital) and/or the provision of services that are part of the sales transaction). You further agree to provide any and all Customer support services to Customers relating to your sale of goods and/or services. You must also offer to your Customers customer service and complaints contact details. In performing customer service, you agree to always represent yourself and your business operations as a separate entity or operation from us. We are not responsible for any goods and/or services, offered or sold by you.

3.11Protecting our and the Card and Payment Schemes reputation and goodwill. You agree not to carry out any action or omit from acting in a manner which we may consider (acting reasonably) to adversely impact our goodwill, reputation and/or branding and/or that of the Card and Payment Schemes.

4.1Setting up and maintaining your Settlement Bank Account. You shall:

4.2Changes to Your Settlement Account/ wallet

4.3We will have no liability to you whatsoever for any loss caused by any delay in payments into your Settlement Bank Account / wallet pursuant to section 4.6, due to any incorrect information on your Settlement Bank Account/ wallet address or not approved change to your Settlement Bank Account/ wallet address as set out in sections 4.1 and 4.2 above.

4.4If for any reason we are unable to Settle funds to your Settlement Bank Account/ wallet address, (or under certain circumstances, receive funds from your Settlement Bank Account/ wallet to pay us amounts you owe us), you agree to open and maintain a separate Settlement Bank Account/ wallet address in your name (or such other name as expressly approved by us in writing) which allows us to do so. If we agree that you can open your Settlement Bank Account/ wallet address in a different name to your own, you agree that any remittance of funds which we make to that named Settlement Bank Account/ wallet address will constitute valid receipt by you of any sums which we may be liable to pay to you in accordance with the terms of the Agreement and that you will indemnify us for any losses or other liabilities which we may suffer as a result of our payment of funds into that named Settlement Bank Account/ wallet address.

4.5Payments into your Settlement Bank Account (“Settlement”):

4.6Processing limits. We may limit the volume of Payment Transactions we will acquire from you. Such limit may be changed by us from time to time, upon reasonable notice to you. If you exceed the established Acquiring limit, we may suspend our Services with respect to a submission of Payment Transactions and/or Settlement (nor continue to provide our Services to a Payment Transaction and/or Settlement) in line with clause 8.8 and/or we may terminate the Agreement with immediate effect.

5.1Service Fees. In consideration for provision of the Services under this Agreement, you undertake to pay us the Service Fees for use of the Services and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. We have the right to charge you the Service Fees as set out in the Pricing Schedule or as otherwise agreed with us and any other similar fees and/or charges in connection with the provision of the Services to you.

5.2Our right to deduct amounts you owe us. You agree that we can deduct amounts equal to the Service Fees, Chargebacks, Fines as defined under clause 27, any Claims or Demands, Refunds and/or any other amount you may owe us, Expected Liabilities, or any other amount that you have agreed with a Third-Party Supplier that we may collect on their behalf from:

5.3We will notify you if we deduct amounts relating to any Claim or Demand or other amounts which are owed to us (other than Service Fees, Chargebacks, Fines or Refunds) and the reasons for doing so.

5.4We reserve the right to amend the Agreement at any time, including the conditions in the Pricing Schedule or in other Schedule if we become aware that you form part of a corporate group with another prospect Merchant and/or with an existing Merchant of ours, in order to cover liability of the member of such corporate group towards us. If any of your Affiliates receives Services from us, you agree to be jointly and severally liable with such Affiliate(s). If you are a partnership, each partner will be jointly and severally liable under this Agreement.

5.5We may from time to time vary the Service Fees and/or introduce new additional charges in accordance with clause 23. You acknowledge that any changes in Service Fees or charges imposed by the Card and Payment Scheme and/or Regulator will be deemed automatically amended and effective according to such Card and Payment Scheme and/or Regulator.

6.1Obtaining Authorisation. Before we can process your Payment Transactions, you must first obtain an Authorisation as required by us and/or the Card and Payment Scheme Rules. A Payment Transaction which has obtained an ‘authorised’ status is not guaranteed, and it may be cancelled or subject to a Chargeback by the Customer in accordance with the applicable Card and Payment Scheme Rules.

6.2Your Floor Limit unless agreed otherwise will be zero. From time to time, we may notify you of a monetary limit applicable to your Payment Transactions which we refer to as a “Floor Limit”. You will not complete a Payment Transaction which is above the Floor Limit without first obtaining a valid Authorisation or pre-approval from us to do so. We retain sole discretion as to any approval we may provide in connection with a Floor Limit. Unless we notify you otherwise, the Floor Limit is zero.

7.1Submitting Payment Records. A condition of us processing your Payment Transactions is that you supply us with the Payment Records in the form and manner in accordance with the applicable Card and Payment Scheme Rules. You must ensure that only one Payment Transaction data set is provided to us for each Payment Transaction.

7.2Accepting all properly presented Payment Transactions. You agree to accept all properly presented Payment Transactions. You must not refuse a Payment Transaction because you require additional details from a Customer other than what is permitted by the applicable payment method.

7.3Pre-approved Payments. If you use our Services to execute Pre-approved Payments with your Customers you agree to acquire a valid Preapproved Payment Authority from your Customer. Your execution of Pre-approved Payments with your Customers is at your own risk.

7.4Prohibited Payment Transactions. You must not execute the following types of Payment Transactions:

7.5You must only accept Payment Transactions for your own account. Your use of our Services is strictly restricted to executing Payment Transactions directly between you and your Customers which are related to the genuine sale of your own goods and services (as described by you and approved by us). You are strictly prohibited from facilitating payments for any item, good and/or service made available or sold by third parties. You are also prohibited from re-selling our Services, and in any way holding yourself out as our agent. You must not misrepresent yourself as being a member of the Card and Payment Schemes.

7.6Receipt of Payment Transaction proceeds. You unconditionally agree and instruct us to transfer and hold the proceeds of any of your Payment Transactions we receive in one of our TP Customer Accounts or, if applicable, the Reserve Account for the purpose of holding such funds until we Settle them to your Settlement Bank Account.

7.7Invalid payment instructions. We are under no obligation to provide our Services with respect to a submission of Payment Transactions and/or Settlement (nor continue to provide our Services to a Payment Transaction and/or Settlement) if we know or:

7.8You acknowledge and agree that we may, without notice to you, apply (i) the amounts held by us in the Reserve Account, (ii) the funds of your Settlement Proceeds held by us on Active Hold Pay and/or (iii) the amounts held by us as Other Security, in whole or in part, to provide security, collateral or any other guarantee as may be requested by the Card and Payment Scheme from time to time for payment against any Expected Liabilities for which you may be liable.

8.1Unless otherwise agreed, in no event will we be obliged to process returns, refunds, or adjustments related to payment transactions not originally processed by us.

8.2Refunds. You are authorised (where applicable under Card and Payment Scheme Rules) to provide Refunds for Payment Transactions you accept under the terms of the Agreement. You must only execute Refunds to the Payment Instrument or Payment Account used for the original Payment Transaction, subject to any exceptions agreed with us and in compliance with Card and Payment Scheme Rules.

8.3You shall not present a Refund that exceeds the amount of the original Payment Transaction to which it relates.

8.4Your refunds policy. You agree to offer your Customers a legally compliant refund policy which is consistent with your business’ industry practice and which you will notify your Customers prior to them making a Payment Transaction with you.

9.1Chargebacks and associated Card and Payment Scheme Fines. You agree to be liable to us and pay us amounts which equal any and all Chargebacks and associated Card and Payment Scheme Fines and Fines and associated costs related to your use of our Services. Each Chargeback and Fine represents a debt immediately due and payable by you to us. As Chargebacks and Fines may present themselves some time following the applicable Payment Transaction, your liability to us for such an event will survive termination of the Agreement.

9.2Chargeback and dispute procedure. You agree to process and resolve any Chargebacks as raised by customers directly with the customer. You also agree to otherwise assist us or any Card and Payment Scheme with such information or co-operation as required to manage the handling of any claim or dispute raised by a Customer, Card and Payment Scheme or other third party in relation to any Payment Transaction. Notifications for a Chargeback will be updated on the dashboard along with the respective details. If in our reasonable opinion a Chargeback appears valid and/or there is no satisfactory documentation/ evidence to dispute a Chargeback, we may acting reasonably not progress a Chargeback further through the Chargeback process. You agree you are liable to us for any fees and associated costs related to Chargebacks and the Chargeback process. You also acknowledge and agree that the Card and Payment Scheme decision relating to all aspects of Chargebacks and Fines is final and binding.

10.1Without prejudice to our other rights and remedies under this Agreement, in the event that we become aware that you are or you Excessive Chargeback Merchant or an Excessive Fraud Merchant, we shall take such action as we may deem are likely to become an necessary including:

10.2You accept liability for any Card and Payment Scheme Fines as a result of you being deemed an Excessive Chargeback Merchant or an Excessive Fraud Merchant as notified by us to you.

11.1Our risk management and taking a ‘Reserve’. We may in our absolute discretion from the Effective Date and from time to time deduct a portion of the settlement amount which we will use to create a reserve account, to secure the performance of your obligations under the Agreement (the “Reserve Account”). The funds deposited in the Reserve Account are known as the “Fixed Reserve” and/or “Rolling Reserve” (hereinafter collectively referred to as the “Reserve”) and the amount(s) of the Reserve is defined in the Pricing Schedule. You agree to provide us with the funds to create the Reserve in the following ways:

11.2How we may use the Reserve. You agree that we may apply with immediate effect funds held in the Reserve Account at our sole discretion against any Expected Liabilities which you may owe us, including our right to set-off in accordance with clause 12.

11.3Payment of funds held as Reserve. You agree and instruct us not to transfer the Reserve held in the Reserve Account to your Settlement Bank Account/ wallet address until the later of the following (such a date to be a business day and the date on which we receive your payment order to transfer such amounts):

11.4Please note that following termination of the Agreement (for whatever reason), we reserve the right to hold the Reserve up to and until such time as all Expected Liabilities under this Agreement have expired or been paid in full.

11.5We reserve the right to increase the amount of the Reserve if:

12.1In all cases, the amounts due under the Agreement by you to us will be paid by you to us in full without right of set-off or deduction, unless otherwise agreed by us in writing.

12.2We shall be entitled at any time, without notice to or demand on you, to set-off, appropriate or apply any sums held by us and due from us to you under this Agreement against any debt or claim or obligation of whatever nature that you owe to us, whether or not such debt or claim or obligation has matured. You acknowledge that we are authorized and entitled on behalf of each our Affiliates to collect and/or claim and/or set-off and/or deduct any amount (outstanding balance) you owe to any of our Affiliates and any such amount will be considered due by you to us.

12.3In case that any of your Affiliates receives the Services from us or from any of our Affiliates, you hereby authorize us at any time to set-off, appropriate or apply any sums held by us and due from us to you under this Agreement against any debt or claim of whatever nature that any of your Affiliates owes to us or to any of our Affiliates. You acknowledge and agree that we are authorized by your Affiliates receiving the Services from us at any time to set- off, appropriate or apply any sums held by us and due from us to any of your Affiliates against any debt or claim of whatever nature that you owe to us or to any of our Affiliates under this Agreement.

13.1We may, at any time, require that you provide us, or that you procure that another person provides us, with such security in such form and over such assets as we require to secure the performance of your obligations under the Agreement.

13.2You will, in the event that we require you to provide us with security as set out in clause 13.1, comply with that requirement and execute such documents, and provide copies to us, as are necessary to grant such security, in both cases within the timescale that we specify. This may involve you arranging the execution of a guarantee, creating a trust account or placing a legal charge over a deposit in a bank account.

13.3No interest is payable in relation to any security arrangements entered into pursuant to this clause 13. You will bear any costs and expenses incurred by you in complying with this clause.

14.1Statements. We will provide you access to view and download periodic account statement of all your Payment Transactions, including disputed transactions (“Account Statement”).

14.2You must keep your own records and notify us of any errors or unauthorised activity. You are responsible for maintaining your own records with respect to Payment Transactions and any other associated Data that we make available to you under the Agreement and for reconciling such information with your own records. You must notify us as soon as possible (and no later than thirteen (13) months after the relevant Payment Transaction date) of any unauthorised or incorrectly executed Payment Transactions in your Account Statement.

14.3Data retention. You agree to store and keep secure legible copies of all relevant Data for a period of at least five (5) years following the Payment Transaction associated with the Data, in a manner and form permitted under the Card and Payment Scheme Rules and PCI Compliance Standards. This requirement to store and keep copies of the Data is in addition to your obligations to retain such information under applicable Laws.

14.4General audit rights. Without prejudice to the privacy and security audit provisions in clause 16, you will permit us (or our authorised representatives or the applicable Card and Payment Scheme) to audit your procedures, records and performance related to any matter referred to in the Agreement in such a manner as we may reasonably consider appropriate. You agree to co-operate in any audit request and to provide reliable truthful and complete answers to any questions raised during an audit including, providing upon our request, access to and co-operation by your auditors on matters concerning any audit. We may retain copies of records which we ascertain during the course of any audit, such copies to be considered Confidential Information for the purpose of the Agreement. Each party will bear their own costs with respect to complying with the auditing provisions of this clause 14.4.

15.1Keeping Customer Data secure. You are responsible and must ensure that any Customer Data that you store (or which a Third-Party store on your behalf) is held securely and in accordance with Card and Payment Scheme Rules, PCI Compliance Standards and applicable Laws and you agree (and will procure that any relevant third party will) be bound by and comply with the terms of the same. You must not sell, purchase, provide, exchange or in any manner disclose Payment Transaction details of a Customer (for example, a card account number or other Personal Data related to a Customer) to anyone other than us, the applicable Card and Payment Scheme or in response to a valid regulatory demand. In providing the Services we are responsible for the security of Customer Data we possess or otherwise store, process or transmit on your behalf, or to the extent that we could impact the security of your Customer Data environment.

15.2Security audit. We may require that you do not store any Customer Data on any server maintained by yourself or any third party, without first undergoing, at your own cost, a security audit which should be carried out by one of our approved security auditors.

15.3You must notify us immediately of a security breach. You must notify us immediately if you become aware of or suspect any security breach relating to Customer Data (even if you consider yourself to be in compliance with the PCI Compliance Standards). You must also immediately identify and remedy the security breach of the Customer Data.

15.4You must notify us immediately of a Personal Data Breach. You must notify us immediately if you become aware of or suspect an incident that may involve a Personal Data Breach. You must also immediately identify and remedy the security breach of the Customer Data, or if remedying the breach is not possible, take steps to mitigate the consequences of the incident.

15.5Appointment of a forensic investigator. If a Customer Data security breach occurs (whether caused by yourself or a third party you are using), you will be liable for any costs and fines. If it is identified that a Customer Data security breach can be tracked back to your business, you agree, at our request and at your cost, to appoint a third-party forensic investigator. If you do not comply with the appointment of a third-party forensic investigator, we will be entitled to appoint a forensic investigator ourselves, at your expense and the costs thereof will be charged to you. During undergoing a forensic investigation, you must fully cooperate with the investigation until completed. You are also responsible for any or all costs associated with the investigation and any changes that are required for you to meet and maintain continued compliance with the PCI Compliance Standards and the terms of the Agreement.

15.6Obligations under the GDPR (appliable in relation to EU/EEA Merchant), UK GDPR (applicable in relation to UK Merchant). We each have our respective obligations to relevant government authorities and, to individuals whose Personal Data we process, to comply with applicable Data Protection Laws. We each act as a controller in our own right, in regard to our respective processing of Personal Data

15.7Privacy Notice. Our Privacy Notice describes our processing activities as controllers of the Personal Data of you, individuals connected to you, and other business contacts, in accordance with GDPR/UK GDPR requirements. In fulfilling our duties to relevant government authorities and to individuals whose Personal Data we process under applicable Data Protection Laws, we will process Personal Data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our Privacy Notice

15.8Transfers of Personal Data. f you disclose or transfer Personal Data to us concerning individuals connected to you or otherwise relevant to the provision of our Services to you (including Customers), it shall be your responsibility as the controller of that data to transfer or otherwise disclose such Personal Data in compliance with GDPR/UK GDPR requirements including (without limitation) by:

15.9Cooperation. We will cooperate with you, upon request and where reasonably possible, to ensure that the required information referred to above is made accessible to the relevant individuals, including Customers; and we will meet our own obligations to provide information directly to the individuals concerned, such as any customised privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort to provide notice directly to all individual third parties, including Customers, that are connected to you when you share their Personal Data with us. You may also have obligations under the GDPR/UK GDPR and you will reasonably cooperate with us with respect to any Personal Data that is shared between us, in order to facilitate compliance with the relevant provisions of the GDPR/UK GDPR.

16.1Each of the parties will keep confidential and will not disclose to any person any Confidential Information, whether in written or in any other form, disclosed to it ("receiving party") by or on behalf of the other party ("disclosing party") in the course of the discussions leading up to or the entering into or performance of the Agreement and which is identified as Confidential Information or is clearly by its nature confidential Information (Confidential Information) except insofar as the Confidential Information:

16.2Confidential Information includes information relating to:

16.3Any disclosure of Confidential Information permitted under the Agreement will be in confidence, will only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties in accordance with the Agreement and the receiving party is obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it.

16.4Each party hereby undertakes to the other to use the Confidential Information disclosed to it by or on behalf of the other party solely in connection with the performance of the Agreement and not otherwise for its own benefit or the benefit of any third party.

16.5Confidential Information does not include information which:

16.6Notwithstanding the above, nothing in the Agreement prevents us from disclosing your information (including your Confidential Information) for the purposes of carrying out the Services as may be required by the Card and Payment Schemes or any other financial or credit institutions, Regulators, or as set out in our Privacy Notice.

16.7Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party acknowledges and agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of the Agreement, the disclosing party is, without proof of special damage, entitled to seek an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause 17 in addition to any damages or other remedy to which it may be entitled.

17.1You represent, warrant and covenant to us throughout the Term of the Agreement, the following:

17.2Insurance. You agree to maintain for the duration of this Agreement, with a reputable insurer, adequate and reasonable business insurance to cover all your obligations under this Agreement in relation to, as applicable, Acquiring Services, Gateway Services, and Additional Services. Upon our request you will provide us with the certified copy of your business insurance and/or a certificate of insurance.

18.1Display of Card and Payment Scheme logos. By using our Services to accept Card and Payment Scheme Payment Transactions, you must clearly display the details of your acceptance of such Card and Payment Schemes (including he use of any Card and Payment Scheme logo or trademark) in the manner and form as we notify to you and in compliance with the Card and Payment Scheme Rules. This may include you displaying the logo or trademark of a Card and Payment Scheme (or a combination thereof) in a prescribed manner at various interactive points in your Customer promotion and sale process and when payment options are presented to your Customers.

18.2Our and the Card and Payment Schemes ownership of Intellectual Property Rights. All of our or the Card and Payment Scheme’s Intellectual Property Rights used by you (and any of our Intellectual Property Rights created or derived therefrom) remain the property of or vest in, (as the case may be) us, the applicable Card and Payment Scheme and where appropriate one of our Affiliates or an authorised licensor. Unless expressly provided in the Agreement, nothing in the Agreement will be interpreted as granting you a licence to use any of our and/or a Card and Payment Schemes Intellectual Property Rights.

18.3No transfer of Intellectual Property Rights. The Agreement does not assign any of our or a Card and Payment Scheme’s Intellectual Property Rights existing as at the Effective Date, nor does it assign any Intellectual Property Rights which are created or developed by or on our or a Card and Payment Scheme’s behalf during the term of the Agreement or otherwise. You acknowledge and agree that you do not acquire any ownership rights by downloading material which is copyrighted (or subject to any other form of Intellectual Property Right).

18.4Use of logos and trademarks. Each party grants the other party (and to the Card and Payment Schemes) a fully paid up, limited, non- exclusive, personal and non-transferable licence to use its logo(s) and trademarks (i) for the purpose of performing their obligations under the Agreement; and (ii) you allow us (and the Card and Payment Schemes) to use your name or logo to identify you as a participating merchant of our, and the Card and Payment Scheme, Services (including in marketing materials). Except as licensed here, each party retains all right, title, goodwill, and interest in and to its trademarks and logo(s). In using each other’s trademarks or logos, the parties will follow any guidelines for logo or trademark usage provided by the owner of the trademark or logo being used.

18.5Restrictions. Except as expressly permitted by us in writing, you may not, and may not attempt to, directly or indirectly:

19.1You agree to indemnify, defend and hold us and our Affiliates (and their respective directors, officers, owners, co-branders or other partners, information providers, licensors, licensees, consultants, employees, independent contractors agents and other applicable third parties) (each an “Indemnified Party”) harmless from and against all claims, demands, causes of action, debts, judgments, liabilities, costs, penalties, interest, taxes, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (collectively “Losses”) suffered or incurred by an Indemnified Party arising out of, as a result of, related to, or in connection with:

19.2Our right to deal with any claim. You agree that we are entitled in our sole and absolute discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against us and we shall be under no liability in such respect to you.

20.1Liability not excluded under the Agreement. Notwithstanding any other provision of the Agreement, neither party excludes or limits liability to the other party for:

20.2Matters where we are not liable. Subject to clauses 20.1, 20.3, 20.6 and 20.7, we and any of our Affiliates, are not in any circumstances liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

20.3Matters where we are liable. Nothing in this clause 20 excludes or limits our liability to you for the following:

20.4Clause 20.2 does not prevent claims, which fall within the scope of clause 20.5 for direct financial loss that is not excluded under any of the categories set out in clause 20.2.

20.5Our liability cap. Subject to the other sub-clauses of this clause 20, our and/or our Affiliates total aggregate liability with respect to provision of Services (whether the liability arises in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent but not fraudulent), restitution or otherwise), arising in connection with the performance or contemplated performance of the Agreement or any collateral contract is limited as follows:

20.6Non-execution or defective execution of Payment Transactions initiated by you when you:

20.7No liability due to your failure to comply with the Agreement or events outside our control. We and any of our Affiliates have no liability to you for any failure or delay in performing our obligations under the Agreement if such failure or delay is caused by your acts, omissions or results from actions taken by us in good faith to avoid being in breach of any Laws, Card and Payment Scheme Rules or is otherwise caused by acts or omissions of third parties or circumstances beyond our reasonable control.

20.8Notwithstanding anything contained above, you acknowledge that DAX Corporation Ltd or Banksy (as applicable) provide Acquiring Services to you as an independent contractor, not as a partner or joint venturer with any of other members. DAX Corporation Ltd or Banksy (as applicable) shall be liable in respect of our obligations related to provision of Payment Processing Services to you under this Agreement. DAX Corporation Ltd, Banksy shall not be liable in connection with the Services provided to you by any of other members of DAX Corporation Ltd, whether jointly, jointly and severally or at all. Liability of any of our Affiliates providing you with the Services is specified in respective Schedule to this Agreement.

21.1This Agreement and our obligation to provide you with the Services shall become effective on and as of the date on which each of the following conditions below have been satisfied (“Effective Date”):

21.2Automatic extension of the Initial Term. The term of the Agreement will automatically extend for one (1) year (“Extended Term”) at the end of the Initial Term and at the end of each subsequent Extended Term unless the Agreement is terminated earlier in accordance with its terms.

22.1Termination by mutual agreement. The Agreement or any of the Services provided under it may be terminated, at any time, by mutual written agreement of the parties. The termination of the Agreement or any of the Services shall enter into force on such date as the parties may agree.

22.2Your right to terminate for convenience with notice. You may terminate the Agreement or any of the Service provided under it at any time by giving us one (1) month prior notice in writing.

22.3Our right to terminate for convenience with notice. We may terminate the Agreement or any of the Services provided under it at any time by giving you one (1) month prior written notice.

22.4Each party’s rights to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement, or any of party’s rights or remedies, either party may at any time terminate the Agreementor any of the Services provided under it with immediate effect by giving written notice to the other party if:

22.5Our right to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement or any of the party’s rights or remedies, we may at any time terminate, the Agreement or any of the Services provided under it with immediate effect by giving written notice to you if:

22.6Where we or any of our Affiliates terminate or suspend any of the Services (in whole or in part) or where you terminate any of the Services, such termination or suspension shall not affect continuance of the Agreement and other Services as well as such termination or suspension shall not limit either party’s right to terminate this Agreement or any other Services.

22.7Other actions we may take. If you have breached the terms of the Agreement (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate the Agreement, or if other terms of the Agreement otherwise permit us to do so, we may:

22.8Stopping our support of a Card and Payment Scheme. We may decide to suspend or cancel our support of a particular Card and Payment Scheme (and/or any or all associated payment methods) without liability to you if any of the following events occur during the term of the Agreement:

22.9Consequences of breach of a Card and Payment Scheme Rule. If you are in breach of any Card and Payment Scheme Rule, upon our notification, you must immediately cease any actions or omissions in any location which cause you to be in breach of the Card and Payment Scheme Rule.

22.10Your obligation to inform us of certain events. You undertake to immediately notify us if you reasonably suspect any event or proceeding as set out in clauses 22.4.3 and 22.5 is likely to occur (or has occurred).

22.11Consequences of termination. You hereby acknowledge that we are entitled and obliged to report the information related to termination of the Agreement to the Card and Payment Schemes in line with respective Card and Payment Scheme Rules. Termination of the Agreement, for any reason, does not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination (including your obligation to pay our Service Fees and/or other amounts due by you to us and does not automatically resolve any dispute where you may be involved). Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.

22.12On termination of the Agreement, howsoever caused:

22.13Early Termination. If (i) we terminate the Agreement by virtue of clause 22.4 or 22.5 above or if (ii) you terminate the Agreement within six (6) months after the Effective Date, then (without prejudice to our other rights and remedies under the Agreement), you agree to pay us an early termination fee, in an amount as defined in the Pricing Schedule (“Early Termination Fee” or “ETF”). You agree to pay us the ETF immediately upon such termination of the Agreement and you acknowledge and agree that we shall have the right to deduct the total amount of ETF as provided by clause 5.2. You agree that the Early Termination Fee is not a penalty, but rather is a reasonable amount to cover our set-up expenses for the account related to the early termination according to this provision.

22.14Provisions which remain in force after termination. Any provision of these Terms or as set out in the Agreement or in any Schedule to this Agreement, which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including this clause 23, clause 1(Interpretation), clause 2 (Our Services), clause 3 (Using Our Services), clause 4 (Settlement Bank Account and Direct Debit Mandate), clause 5 (Service Fees and other amounts payable by you), clause 6 (Payment Authorisations), clause 7 (Processing Your Payment Transactions), clause 8 (Refunds), clause 9 (Chargebacks and Fines), clause 11 (Reserve Account), clause 12 (Set- Off), clause 13 (Security),clause 14 (Statements, Records and Audit Rights), clause 15 (Data Security and Privacy), clause 16 (Confidentiality), clause 17 (Representations, Warranties, Covenants and Important Disclaimers), clause 18 (Intellectual Property and Promotional Matters), clause 20 (Indemnity), clause 20 (Liability) and clause 26 (Miscellaneous Provisions) remain in full force and effect and will continue to be enforceable notwithstanding such termination.

23.1We reserve the right to amend or modify this Agreement and/or any other Schedule in accordance with this clause 23.

23.2Our right to amend by providing two (2) months prior notice. We may amend or modify the Agreement or any other Schedule by giving you at least two (2) months prior written notice (“Change Notice”) or otherwise with your agreement in writing. If we provide you with a Change Notice, you are entitled to terminate the Agreement, without charge, by providing written notice to us, provided such notice is given within the two (2) months’ notice period we give you before the applicable amendment of the Agreement becomes effective. Following the expiration of our Change Notice (and if you have not terminated the Agreement before the Change Notices’ expiration), you will be deemed to have accepted the changes to the Agreement on the date the applicable amendment becomes effective.

23.3Amendments to other important documents. Amendments to the Agreement or any Schedule that are required by Card and Payment Scheme Rules and/or Laws will be deemed automatically amended according to such Card and Payment Scheme Rules and/or Laws.

23.4Without prejudice to clauses 23.2 and 23.3 above, the parties may agree, in writing, to amend the Agreement. An amendment shall enter into force on such date as the parties may agree.

24.1The information in this clause 24 is provided to you in accordance with our obligations under applicable Laws which implement the PSD2/PSR (as applicable).

24.2Our name and address:

24.3Framework contract. The terms set out in this Agreement constitute our “framework contract” as defined by the PSD2/PSR and any applicable Laws implementing the PSD2 in your jurisdiction.

24.4Language. These Terms are provided to you and the Agreement is concluded in English. We will communicate with you in English for all matters related to your use of our Services. Where we have provided you with a non-English translation of the English language version of these Terms or the Agreement, you agree that the translation is provided for your convenience only and that the English language version of these Terms and/or the Agreement will govern your use of the Services. The English version of the Agreement is the only binding document and in the event of any ambiguity of interpretation thereof, and for all official purposes, the English version of the Agreement shall prevail over any other language that may be provided to you for references purposes only.

24.5How to obtain a copy of the Agreement. At your request during the term of the Agreement, we will provide you with a copy of the Agreement. We will provide you with information concerning your Payment Transactions and other information which we are required to provide you under Laws via e-mail. You are required to maintain equipment and access to the Internet to receive such documents and information.

24.6Payment information requirements. You agree to provide us with the Payment Records as required by the applicable Card and Payment Scheme Rules toexecute your Customer Payment Transaction orders (including any Pre-approved payments) and any Refunds. By signing the Agreement you confirmthat you have provided us with the necessary information to execute payment orders to transfer funds to the Reserve Account, the TP Customer Account (and with the details provided in the Application Form) and your Settlement Bank Account.

24.7Fraud and security threats. We will notify you through the dashboard in the event that we suspect or detect that one or more Payment Transactions are fraudulent, or we believe that one or more Payment Transactions are or will be under security threats.

24.8Limits to the Services. We may suspend the provision of the Services for objectively justified reasons relating to the security of Payment Transaction, the suspicion of unauthorized or fraudulent Payment Transaction, the lawfulness of a PaymentTransaction, a request from Card and Payment Schemes or a significantly increased risk that you may be unable to fulfil your liability to pay us the Service Fees and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. In such cases we will notify you of the suspension of the Services and the reasons for it in accordance with clause 26, where possible, before the Services are suspended and at the latest immediately thereafter, unless providing such information would compromise objectively justified security reasons or is prohibited by other relevant law. We will resume the Services once the reasons for blocking no longer exist.

24.9No interest. We are not liable to you for any interest we may receive on any funds that we hold as part of your use of our Services. Any such interest earned is held solely to our account.

25.1Please contact us in the first instance. In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to the Agreement, including any dispute regarding the existence, validity or interpretation of the Agreement you should, in the first instance contact us via support@banksy.id. We endeavour to respond to any complaint or dispute within 15 Business Days with a view to finding a satisfactory solution, however this may be extended to 35 Business Days in case the information required is beyond our control.

26.1Entire agreement. The Agreement, and any other documents referred to therein constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty(“Representation”) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation will be for breach of contract.

26.2Assignment and sub-contracting. You may not assign, novate or otherwise transfer the Agreement or any rights or obligations under it, in whole or in part, without our prior written consent. You may not sub-contract or otherwise dispose of or deal with any or all of your rights and/or obligations under the Agreement in whole or in part without our prior written consent. We may at any time sub- contract, assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and obligations under the Agreement.

26.3VAT and Taxes. All sums (including Service Fees) referred to the Agreement are exclusive of VAT. Any VAT properly chargeable in respect of sums referred to in the Agreement are payable in addition to such sum at the relevant rate from time to time. Further, you agree to pay and be responsible for determining any and all taxes and/or duties assessed, incurred, or required to be collected, paid or withheld for any reason in connection with the sale or purchase of any products or services for a Payment Transaction, or otherwise in connection with any action, inaction, omission by you or any Affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You are also responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obligated to determine whether Taxes apply to you and are not responsible for calculating, collecting, reporting or remitting on your behalf any Taxes to any tax authority arising from any Payment Transaction.

26.4Electronic invoice. You agree that we may send you an electronic invoice with the total amount of the Service Fees. In the absence of any contrary agreement, and where relevant, we will nominate the currencies (or currency equivalent) by which the Service Fees will be paid.

26.5Third party fees. When using our Services, you are responsible for any fees, costs, liabilities or other charges that may be levied by your Third Party Suppliers (which may include for example, telecommunication carriers that levy fees related to data and messaging services). Although you may have agreed with a Third Party Supplier that we may collect fees levied on you by the Third Party Supplier, you agree and acknowledge that we are not responsible nor liable for those fees or liabilities.

26.6Interest on late payments. All amounts owed by you under the Agreement but not paid when due and payable, will bear interest for late payment at the rate applied by the European Central Bank to its most recent refinancing operations in euros (“the reference rate”) plus eight percent (8%). The applicable reference rate (i) for the first six months of the calendar year is the rate in force on 1st January of that year and the applicable reference rate (ii) for the second six months of the calendar year is the rate in force on 1st July of that year. Late payment interest covers the period from the day following the due date for payment, up to and including the date of actual payment.

26.7Force Majeure. Neither party is liable for any delay in or failure to perform its obligations under this Agreement if that delay or failure is caused by circumstances beyond its reasonable control, including (but not limited to) fires, strikes, insurrection, riots, war, terrorist act, embargos, act of god, flood, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider or any network breach, failure of any utility, network, breakdown in any third party equipment, plant or machinery including third party computer hardware or third party software or default of our sub-contractors, natural catastrophes, governmental acts or omissions, changes in laws or regulations, explosion, generalized lack of availability of raw materials or energy (each a “Force Majeure Event”). The party who has been so affected shall immediately notify the other party of the occurrence of the Force Majeure Event by sending either email message or written notice to the other party (with a description in reasonable detail of the circumstances causing such event) and shall do everything reasonably possible to resume performance. If any such event or circumstance exceeds one (1) month from the receipt of the notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice to the other party terminate the Agreement.

26.8Severability. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted or amended, the parties will negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

26.9Third party rights. Unless explicitly stated to the contrary, nothing in this Agreement, express or implied, will be deemed to be for the benefit of any person that is not a party to this Agreement or create any third-party rights or standing to sue. You hereby acknowledge and accept DAX Corporation Ltd members are intended third party beneficiaries of this Agreement. Any of our Affiliates providing the Services to you may, as a member of DAX Corporation Ltd, in its own right enforce the terms and/or undertakings of this Agreement.

26.10Our use of third parties. We may, at any time during the terms of the Agreement, contract or engage with other goods and service providers with respect to providing you with the Services.

26.11No waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy.

26.12Independent Contractors. The parties will be deemed independent contractors and nothing in the Agreement shall be construed as constituting an agency, joint venture, or partnership between the parties, unless and to the extent otherwise specifically provided.

26.13Counterparts. This Agreement may be executed in one or multiple counterparts, each of which when executed shall constitute an original and all of which, taken together, shall constitute one and the same Agreement. The parties have agreed that execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means, including but not limited to DocuSign, shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

26.14Remedies are cumulative. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

26.15Publicity and announcements. Without prejudice to clause 19.4, we shall have the right to refer to you, the subject matter of the Agreement, or to the Agreement in any publicity or advertising material without first obtaining your prior written consent.

26.16Joint and several liability. If you comprise more than one (1) person (such as a partnership) each legal person has joint and several liability under the Agreement. Each legal person will be individually responsible for any amounts owed to us under the Agreement.

26.17Non-exclusivity. All Services provided by us under the terms of the Agreement are provided on a non-exclusive basis. You are not restricted from entering into an agreement with another payment service provider to receive services of a similar nature to our Services, however you are not permitted to submit the same Payment Transactions with us as well as with another payment service provider. We are able to accept payment transactions from other persons (whether they be merchants or payment service providers themselves).

26.18Your co-operation with the performance of the Agreement. At any time during the term of the Agreement, you agree, at our request, to execute or procure the execution of such documents and do or procure the doing of such acts and things as we may reasonably require, for the purpose of giving effect to all the provisions of the Agreement. This includes you agreeing to do all things reasonably necessary to confirm the ownership of our, our Affiliates, any Card and Payment Scheme and/or authorised licensor’s Intellectual Property Rights including executing documents and taking other reasonable actions to perfect ownership.

27.1Various words and phrases in these Terms have a defined meaning as set out in the text of this document or as provided for below: