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1 Merchant Services

2 Butterfield Merchant Services. If you are a retail or service business owner, it is vital to offer your customers the opportunity to pay by credit or debit card. Butterfield can help make the card acceptance process as easy as possible. With our all-inclusive card processing solutions, we can help you attract more business and improve customer service. With Butterfield, you ll have the ability to accept major card brands at the Point of Sale or as an e-merchant via a business website. Point of Sale (POS). We provide fast, compact POS card terminals, with built-in printers that take up little room on your counter. When you establish a merchant relationship with Butterfield, you will enjoy the following benefits: Increased sales opportunities If you re not accepting card payments, you re likely missing out on a good deal of business. In addition, credit and debit card customers tend to spend more money than those who pay with cash, so by accepting cards, you should expect to see increases in sales. Major card brands accepted We can process Visa, MasterCard, Discover, and American Express debit, credit, and charge cards.

3 Safer than cash or cheques Handling less cash reduces the risk of losses due to error, robbery or fraud. You also avoid the risk of accepting cheques that will not be honoured. Speedy settlement Proceeds from credit and debit card sales are credited to your business account the next business day.* Efficiency Card POS terminals provide sales totals at the end of each business day reducing the time spent on balancing cash. Ongoing support Post installation, Butterfield provides a number of support services to help your business: Staff training on the use of POS terminals and on card acceptance best practices and fraud awareness. Daily of settlement totals. Availability of a Butterfield Merchant Services representative to answer questions or provide solutions on card processing, chargeback and fraud prevention. After-hours service is also available. * American Express Cards are settled within 3-7 business days.

4 e-merchant. Butterfield s e-commerce solution provides you with the ability to accept Visa and MasterCard credit and debit cards on your company s website. Allowing your customers to shop online is another way to expand your business. To find out more about our e-merchant services contact Butterfield Merchant Services at or (345)

5 Payment Card Industry Data Security Standard (PCI-DSS). For businesses that are not careful, customers credit card information can be vulnerable to theft and computer fraud. These hackers are able to exploit security weaknesses and gain access to card and transaction data. Stolen information can then be sold on the Internet or used in the manufacturing of fraudulent credit cards. To help manage these risks, the Payment Card Industry provides a set of standards that merchants must meet. PCI DSS was launched in late 2004 to unify payment card industry security requirements for storing, processing and transmitting cardholder data. PCI DSS meets the security standards of Visa, MasterCard, American Express, Discover and JCB. It is important that you be aware of, and compliant with PCI-DSS Standards if you are considering accepting card payments. Please refer to or speak to a Butterfield Merchant Services representative for more information.

6 For more information, please contact Butterfield Card Services at: Telephone: (345) Fax: (345) Butterfield Bank (Cayman) Limited Butterfield Place P.O. Box 705, Grand Cayman KY1-1107, CAYMAN ISLANDS Telephone: (345) Fax: (345) KY-RT-CS-MS-09/12/08

7 POS Merchant Set Up Request Dear Sir / Madam, Kindly arrange to have our company set-up as a credit/debit card merchant, accepting the cards listed below. Name of Company (Legal) Trading as (Name) Beneficial Owner(s) Principal Contact Name Principal Contact Number Mailing Address Physical Location Telephone Number of Location Work Telephone Fax Number Business Address Type of Business Preferred date of possible installation Number of Terminals required (fee may apply) Butterfield Account Numbers US CI Set-up Required For: Visa / MasterCard Discover AMEX AMEX Merchant Number AMEX Discount Rate Previous Bankers Present Visa/MasterCard and Discover Discount Rate What was your Chargeback dollar amount over the last 12 months? Present Debit Card Discount Rate Annual Visa, MasterCard & Discover Sales: Average Visa, MasterCard & Discover Credit Card Transaction: US$ US$ Annual American Express Sales: US$ Annual Local Visa Debit Card Sales: CI$ Average American Express Transaction: US$ Average Local Visa Debit Transaction: CI$ Please note that new companies need to show projected annual sales and transactions in US$. A Butterfield US$ & CI$ account will be needed to enable us to pay you for card transactions. Existing Butterfield customers need to provide previous year (12 month) actual sales and transactions. I agree to terms of the Merchant Agreement and the Schedule of Fees for card processing which are in force from time to time. I further agree that a set-up fee of US$300 may be charged if the POS service is terminated within 6 months of the date of this request. Do you accept , telephone or internet orders? No Yes If yes, what volume? Are you interested in Butterfield s e-merchant services? No Yes Signature Position Date CS 5-07

8 Butterfield Merchant Services Terms and Conditions DEFINITIONS Butterfield, "we", "Bank", or "us" refers to Butterfield Bank (Cayman) Limited. "Merchant" refers to the Merchant signing this agreement. "Processor" is First Data Merchant Services. "Card Associations" or "Associations" refers to Visa International, MasterCard International, or other entities issuing credit or debit cards that the Bank has allowed the Merchant to accept. "Interchange" refers to the exchange of transaction data between card acquirers (including Merchants) and card issuers according to the Association s by-laws. "Sales draft" refers to a voucher which records a transaction made with a credit or debit card. 1. GENERAL a) This agreement shall govern your acceptance of: (1) MasterCard cards issued by an issuer duly authorised by MasterCard International and conforming to the standards established by MasterCard; (2) Visa cards and Visa ELECTRON cards issued by an issuer duly authorised by Visa USA or Visa International and bearing the distinctive Visa logo conforming to the standards established by Visa; (3) Discover cards bearing the Discover Card logo or any other Discover card bearing the Discover logo; (4) Any other cards designated as qualified that the Bank shall in writing authorise the Merchant to accept from time to time. b) Where in this Agreement any reference is made to specific procedures, obligations and forms such reference shall be deemed to refer to the appropriate procedures, obligations and forms applicable to the type of card in question. c) This Agreement shall be binding upon the parties, their heirs, successors, and assigns provided that the Merchant shall not assign this Agreement without the Bank s written consent. 2. BANK'S OBLIGATIONS The Bank agrees to: a) Buy from Merchant all Sales Drafts, electronically captured, which meet the requirements of applicable laws and regulations of the Associations, and which are delivered to the Bank by the Merchant. b) Provide Merchant with electronic data capture point of sale terminals and/or printers (the EDC terminals) to enable Merchant to utilise the Bank s POS electronic data capture (EDC) or manual paper service in order to authorise transactions and/or to capture transaction details electronically. It is understood that all EDC terminals, EDC terminal software, card supplies and imprinters, and promotional material provided by the Bank remain the property of the Bank unless specifically paid for by the Merchant. c) Maintain in good working order, at the Bank s expense, the EDC terminals. If the EDC terminals require repair, maintenance, or replacement because of conditions beyond the Bank s control, or reasonable wear and tear, including damage from an electrical power surge, theft and negligence on the Merchant s part, such repair, maintenance or replacement will, at the sole discretion of the Bank, be at the Merchant s expense. 3. MERCHANT'S OBLIGATIONS 3.1 The Merchant agrees to: a) Honour any valid Visa, Discover or MasterCard or other card designated as qualified by the Bank, when properly tendered for use. b) Adequately display the Visa, Discover, MasterCard and other card marks or logos at the point of sale and on promotional materials. c) Abide by the attached Schedule of Fees, as amended from time to time. It is understood that the applicable discount rate will be deducted from card sales transactions prior to credit to the Merchant s account whilst other fees and charge backs will be debited from the Merchant s account with the Bank. d) Receive Authorisations by voice telephone from the Authorisation Centre, or through the POS EDC terminal which is capable of accessing the Authorisation Centre, for each and every card transaction. Each Sales Draft should, therefore, have this Authorisation number printed on it. For Authorisations by telephone a manual imprint of the card should be taken when the card is present so as to gain protection from charge backs for no imprint. e) Ensure that all Sales Drafts are completed to include: i) Either a physical imprint of the Card or an electronic printing resulting from the utilisation of the terminal s card reader; ii) The Merchant s name, address and processing number; iii) The transaction date on which the transaction is occurring. For Layaway or Delayed delivery transactions (see section 3.2 (b) below) the transaction date for the Deposit transaction will be the date that the cardholder executed the transaction whilst the transaction date for the Balance transaction shall be the shipment or delivery date; iv) The cardholder s embossed account number; v) The total selling price; vi) The Authorisation number; vii) The expiration date of the card; viii) Any embossed initial date of validity; ix) The signature of the authorised user as it appears on the appropriate space on the card. x) TO, MO or PO, as appropriate, for telephone order, mail order, or pre-authorisation sales must be marked on the signature line of the Sales Draft. It is noted and understood that mail and telephone orders are very susceptible to fraud and should the Merchant choose to process these transactions the Merchant will do so solely at his/her own risk, but in any event not without the written consent of the Bank. f) Take adequate measures to ensure that the person presenting the card (the presenter) is the true cardholder by: i) Comparing the presenter s signature on the Sales Draft to the signature on the back of the card to ascertain that they are the same. For unsigned cards refer to section 3.2(c) below. ii) If the Merchant s EDC terminal displays the card account number when swiped this should be compared to the account number on the card to ascertain that they are the same. iii) If the card has a photograph of the cardholder on its face this should be compared with the presenter to ascertain that they appear to be the same person. iv) In the event that the Merchant believes that there is a discrepancy in any of the above, the Merchant shall contact the Processing Centre with a Code 10 Alert or contact the Bank for instructions card has a photograph of the cardholder on its face this should be compared with the presenter to ascertain that they appear to be the same person. iv) In the event that the Merchant believes that there is a discrepancy in any of the above, the Merchant shall contact the Processing Centre with a Code 10 Alert or contact the Bank for instructions. g) Deliver to the cardholder a true and complete copy of the Sales Draft or transaction record(s), or suitable receipt(s) evidencing a transaction involving the use of a card. Such copy shall be delivered at the time the Sales Draft or suitable receipt is executed by the cardholder, or promptly after the delivery of the goods or performance of the services covered thereby, whichever is earlier. h) Electronically forward to the Bank or Process or Sale or Credit Batch within three days of the transaction date. Merchant agrees to comply with Processor's standard formats for Authorisation and settlement functions. i) Be responsible for any incorrect data provided by Merchant or its employees or any other persons inputting data through any EDC terminal installed on premises which the Merchant controls. j) Accept the Bank s records relating to any transaction as being correct and binding on Merchant, in the absence of any evidence to the contrary, as to whether any transaction has been performed. k) Retain the Merchant copy of each completed Sales Draft and Credit Voucher and any other records relating to the transaction, in original, microfilm or microfiche form, for at least three years or such other period as may from time to time be required by the rules of the Associations. l) To produce copies of Sales Drafts and Credit Vouchers to the Bank within the time specified when requested to do so. Merchant agrees to be liable for any chargeback imposed as a result of Merchant s failure to properly and promptly deliver such requested documents. Copies of Sales Drafts and Credit Vouchers shall not be less than half the size of the original document. m) Allow Bank s staff or agents to have full and free access during reasonable business hours to the EDC terminals or other equipment you obtain from us for the purpose of maintenance. n) Install at Merchant s expense suitable telephone equipment, or make modifications to existing equipment, as may be necessary to install and operate the EDC terminals. Merchant agrees to provide suitable electrical current to operate, and a suitable place to install, the EDC terminals. o) Merchant also agrees to ongoing compliance with PCI DSS standards at found at The Merchant agrees not to: a) Require any cardholder to pay any part of Bank s discount charged to Merchant. Merchant shall not require a minimum or maximum transaction amount and shall not post signs requiring a minimum or maximum transaction amount. b) Accept any unsigned cards, but should; i) Ask that the cardholder provide a current government picture identification (ID); ii) Require the cardholder to sign the Credit Card and the Sales Draft. If the cardholder refuses to sign the Card the transaction should not be completed. Failure to comply will make Merchant liable should the transaction be charged back; iii) Compare the signature on the ID with the signature on the Card and the Sales Draft, as well as comparing the photo on the ID to the presenter. Do not record any information contained on the ID. c) Process for payment into Interchange any transaction(s) representing the refinancing of an existing obligation of a cardholder including but not limited to obligations: i) Previously owed to the Merchant. ii) Arising from the dishonour of a cardholder s personal check. iii) Representing the collection of any other pre-existing indebtedness. d) Present for processing, directly or indirectly: i) Any transaction which was not originated as a result of any act between the cardholder and the Merchant; or ii) Any transaction representing payment for a product or service other than a product or service consistent with the type of business advised on the Merchant application form. e) Refuse a card sale because a cardholder refuses to provide supplementary information (i.e. address, telephone number) or identification when a valid card is presented unless such information is required as specified in the Association s Rules, or in the case of unsigned cards. f) Receive any payments from a cardholder with respect to charges for goods or services which are included on a Sales Draft resulting from the use of a card. g) Discriminate against any cardholder with regard to the exchange, return or adjustment of any goods or services. Merchant may establish own policy concerning refunds and will give the cardholder proper disclosure of this policy at the time of any card transaction. Such disclosure must be made on each Sales Draft or transaction record, or suitable receipt provided to a cardholder and must be in close proximity to the space provided for the cardholder s signature. i) Remove any labels or tags that the Bank attaches to the EDC terminals or other equipment it supplies. h) Make any cash refund to cardholder with respect to: i) Any card transaction for which merchandise is accepted for return; ii) Any services terminated or cancelled, or where any price adjustment is allowed; but shall deliver promptly to Bank a Credit Voucher evidencing such refund or adjustment. Merchant shall deliver to cardholder a true copy of each applicable Credit Voucher or suitable receipt completed so as to show the date of transaction and the amount of the credit granted. i) Sublet, assign, pledge or transfer the EDC terminals or other equipment without the Bank s prior written consent. j) Permit persons other than our authorised staff members or agents to programme, adjust, repair or otherwise maintain the EDC terminals. k) Provide to any third party, except to your accountants or lawyers or under compulsion of law, any credit card account information. l) Engage in acceptance practices or procedures that discriminate or discourage the use of Visa, MasterCard or Discover cards in favour of any other competing card brand that Merchant may also accept. 4. BANK WARRANTIES & DISCLAIMER a) The Bank will endeavour to ensure continuity of the POS EDC service but cannot guarantee that the service will always be available to process transactions during specified times, and shall not be liable for any loss of business or other consequential damage arising out of the service not being available. b) The Bank makes no representation as to the operation or fitness for any particular purpose of any EDC terminals or other equipment supplied to Merchant. c) We also reserve the right to suspend or cancel any portion of the POS EDC service, at any time, without prior notice. 5. MERCHANT WARRANTIES & AGREEMENTS The Merchant warrants and agrees that no setoffs or counterclaims of any kind shall exist in favour of any of its customers against it that may be asserted in defence of an action to enforce payment against such customer for the goods and services purchased through the use of a card. 6. AMENDMENTS Bank may from time to time amend this agreement by giving 30 days notice to Merchant in writing. Your continuing to use the POS service after the amendment s effective date shall constitute your acceptance of the amendment. 7. TERMINATION a) This agreement shall become effective from the date that the EDC terminals are delivered to Merchant and shall remain in force unless either party terminates it by giving 30 days written notice to the other. b) In the event that Merchant terminates this agreement within 6 months of the effective date, then Merchant agrees that we may charge a termination fee as set out in the POS Schedule of Fees as amended from time to time. c) In the event of termination Merchant agrees to return without delay all equipment, forms and other material containing our name or logo. Alternatively, at our option we may enter the premises where the EDC terminals, forms or other equipment is located and take possession of it during reasonable business hours at Merchant s expense. d) The obligation of both parties for transactions completed on or prior to termination date shall survive termination. This includes charge backs, adjustments and processing charges received after termination. As charge backs and adjustments can be processed up to 270 days after a transaction date the Bank reserves the right to request that sufficient funds, equivalent to 270 days worth of Merchant chargeback and adjustment volume, be maintained in an interest bearing account at the Bank for up to 280 days after termination to allow for processing of Merchant charge backs and adjustments. If funds held are insufficient to cover chargeback and adjustments the Merchant agrees to pay the Bank promptly for any shortfalls upon request. e) We may terminate this agreement if Merchant becomes bankrupt or insolvent or we deem ourselves to be insecure with respect to its business. 8. CHARGEBACKS & CREDITS a) We may charge-back to Merchant any transaction amount (called a chargeback ), which the card issuing bank initiates with respect to Sales Draft, within the time frames permitted by the Association Rules or applicable law. Such charge backs can include but will not be limited to the following types: i) Card transactions which have not received an Authorisation as required in section 3.1(d) above. ii) The Sales Draft is unsigned by the cardholder. iii) A stolen card used fraudulently at the Merchant s business, if the signature on the said card does not match the signature on the Sales Draft. iv) The Sales Draft was not delivered to the Bank promptly as required in section 3.1(h) above. v) A transaction in which the card was not swiped through the EDC terminal and for which no manual imprint was obtained as evidence that the card was present for the transaction. vi)where the cardholder has disputed the transaction with the card issuing bank. vii) The Sales Draft does not contain the required information as stated in section 3.1(e) above. viii) Non compliance with any requirement under section 3 - Merchant s Obligations above. b) If Merchant fails to provide to Bank any requested sales draft copy within the time frames permitted, or if the provided Sales Draft copy is illegible, Merchant shall be obligated to pay the disputed amount as stated in Section 3.1(1) above. Charge backs for non-receipt of Sales Drafts cannot be reversed and Merchant will lose their rights under Association rules. c) Should Merchant request that a chargeback be submitted to the applicable Association for arbitration or compliance, then Merchant agrees to pay all fees and filing costs. d) Merchant shall be obligated to pay to us the amounts for any Credits to cardholders which are delivered to us either by paper voucher or electronically via POS EDC terminal. CARDLINK CREDIT CARD PROCESSING Schedule Of Fees Fee Notes * Discount Rate: Determined by the Bank based on dollar volume, average ticket etc. This covers Merchant support, transaction processing, daily settlement, retrieval and charge-back processing, etc. AMEX Rates are determined solely by American Express. The discount rate is charged on each credit card sale. * Terminal Rental: US$150 per quarter charged to all Merchants with annual sales below US$150,000 and/or an average transaction below US$100. Terminal Rental: US$150 paid quarterly in advance, debited directly from your account. Terminal rental is also charged for an additional terminal request. * Termination Fee: A Termination fee of US$250 will be charged if the POS service is terminated within 6 months of terminal installation date. * Priority Setup Fee: A priority Setup fee of US$100 will be charged if a Priority Setup Service (usually a two to three day set up time) is required. * Interchange Adjustment Fee: Charged by Visa or MasterCard for all transactions, which are not fully processed electronically. This will be the difference between your usual electronic rate and the higher rate charged by Visa or MasterCard. This is not a Butterfield charge. * Discount rate pricing includes supplies: (Sales drafts, imprinters, credit forms, printer ribbons, printer paper rolls) optional daily confirmation of sales, daily settlement of transactions, and POS monthly Management Report. The discount rate pricing, however, does not include the interchange Adjustment Fee or any other fee mentioned above. These fees are debited directly from the Merchant s bank account. Fees are subject to change without notice. REQUIREMENTS * Business Account must be opened at Butterfield in POS names. * Merchants are to have analogue phone lines installed for each card terminal requested. * Merchants are to advise our Merchant Representative if they wish to accept American Express cards. Merchant Initials:

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