ING Merchant Services General terms and conditions

Transcription

1 ING Merchant Services General terms and conditions Definitions applicable to Sections I to III of the contract Activation: the first successful connection set up between the Payment Terminal and ING's central computer to take advantage of the Services. Bancontact/Mister Cash card (BC/MC card): a specific debit card issued by a financial institution affiliated to ING. Order Form: the special form with which the Customer can order the Delivery of Payment Terminals and sign up for certain Services offered by ING, in accordance with the agreed order procedure where appropriate. Payment Terminal: terminal and associated accessories made available to the Customer by ING. Payment: under this Framework Contract, a payment is made as soon as the bank providing the payment services for the Customer has received the sums making up the payment. Payment Transaction: a transaction involving the transfer of cash arising from the purchase of goods or services, paid for using a payment card. Payment Service Provider: ING. Security Module (CSM): Chip Security Module,a module designed to secure and authenticate data exchanged between ING's central computer and the Payment Terminal. Service: service provided by ING under the Contract and defined in more details in the Special Terms and Conditions. Acquiris (formerly E.P.C.I.): institute acting as a service provider for card scheme managers who acquire Transactions using Payment Terminals. In this regard Acquiris fulfils two functions: managing the distribution of specifications to terminal vendors and regulating the certification process for Payment Terminals. Customer: the other Party to this Contract. Delivery: supply of Payment Terminals to the address indicated by the Customer on the Order Form. Offline: a Transaction is said to be executed "offline" when there is no connection between the central acquiring computer and the Payment Terminal at the time when the Payment is executed by the cardholder. Online: a Transaction is said to be executed "online" when there is a connection between the central acquiring computer and the Payment Terminal at the time when the Payment is executed by the cardholder. Transfer: deposit of the electronic money stored in the Payment Terminal on the bank account specified by the Customer in advance for the Bancontact/Mister Cash application. Framework Contract: this document, the Order Form and its Appendices jointly covering all contractual relationships between ING and the Customer (hereafter also called "the Contract"). SIM card: module designed to authenticate GSM or GPRS calls from the Terminal,which can only be used for the purposes of this Contract. The SIM Card remains the property of the Telecom operator. Transaction: establishment of a connection between a Payment Terminal and the central acquiring computer to pay for a purchase under a payment scheme allowing the execution of an electronic payment. Service Extension: Platform installed on the Payment Terminal allowing the use of programs written in JavaScript. Expedition: delivery of the Payment Terminal by ING to the company charged with transporting the Payment Terminal to the Customer. The Customer shall sign for receipt of the shipment. CHAPTER I. Special terms and conditions applicable to the Bancontact/ Mister Cash service Article I.1. Purpose These Special Terms and Conditions cover the rights and obligations of ING and the Customer in connection with electronic payment orders, including the scope and nature of the Services provided by ING in this regard, as well as the terms and conditions of payment. Article I.2. Electronic transfer orders via Bancontact/Mister Cash ING activates the Bancontact/Mister Cash services in accordance with the terms and conditions on the Order Form. The Activation of one or more Services is considered to be effective as soon as the connection between the Customer's Payment Terminal and ING's central computer is established. Notwithstanding the provisions of Articles III.3.3 and III.7.3 of Section III General Terms and Conditions, ING shall execute the transfers promptly and diligently. ING is not required to make an electronic transfer in the following cases: improper use of the Payment Terminal by the Customer and/or the Cardholder incorrect data processing, due to a defect in an element not supplied by ING malfunction of the Payment Terminal caused by actions not performed under ING's liability.

2 Article I.3. Bank account to be credited: The ING account number to which the sums received as a result of the use of Bancontact/Mister Cash cards are to be credited is indicated on the Order Form. The maximum execution time is D+2 where D is defined as the day on which the Payment Transaction is initiated and 2 the second business day following D. Article I.4. Fees The Customer shall pay ING a fee for each electronic Payment Transaction and, where appropriate, for each use of the Payment Terminal in connection with the Services specified in the Order Form. Fee for Bancontact/Mister Cash service The Customer pays ING an amount per Transaction depending on the subscription option chosen. Other administrative and technical operations ING reserves the right to charge a fee for any additional administrative and technical operation. Article I.5. Bancontact/Mister Cash card The Customer shall accept each BC / MC card at each point of sale. CHAPTER II. Special terms and conditions applying to the provision of payment terminals Section II.A - Provision of terminals Article II.A.1. Purpose These Special Terms and Conditions cover the rights and obligations of ING and the Customer in relation to the purchase or rent of a Payment Terminal, the conditions governing Delivery, installation and fees. Article II.A.2. How payment terminals are made available II.A.2.1. A Payment Terminal is made available in accordance with the terms and conditions stipulated below, depending on the option selected by the Customer on the Order Form. The Payment Terminal purchased or rented comprises: the hardware with accessories, excluding the software and, in accordance with the provisions of Article II.A.5., the Payment Terminal SIM Card designed for payments via GSM and GPRS. II.A.2.2. Purchase of Payment Terminals The price and installation costs for Payment Terminals sold by ING to the Customer under this Contract are specified on the Order Form. II.A.2.3. Renting payment terminals The monthly rent and installation costs are charged on the basis of the amounts indicated on the Order Form. The Customer has a 48-hour cooling-off period after signing the Order Form in which to cancel the rental contract, provided the terminal has not yet been installed. The Customer may cancel by fax or registered letter, as evidenced by the postal stamp. Article II.A.3. Installing payment terminals The Customer is free to choose where the Payment Terminal is installed, under his or her own liability, and shall prepare such space in accordance with the provisions of the Contract and/or the installation guide. For Payment Terminals connected to the telephone network, under its liability, the Customer must have a telephone line and a 220V socket protected against electrical and electromagnetic disturbance. The Parties expressly agree that ING accepts no liability whatsoever for any loss resulting from a malfunction of the telephone lines and/or electricity supply. The Customer must not move the Payment Terminal outside the premises indicated on the Order Form without the prior written permission of ING, unless the Payment Terminal is equipped with a GSM or GPRS communication card, and the appropriate SIM Card. The Customer shall ensure that all infrastructure, such as cabling and IT facilities, necessary for the installation and operation of the Payment Terminal is present. Otherwise ING reserves the right to charge the Customer for a second intervention to install the Payment Terminal, at the applicable rates. Article II.A.4. Payment The purchase price of the Payment Terminal in case of purchase, and the rent in case of renting, are payable on Delivery (when physically installed by an engineer on behalf of ING) or Expedition (in the case of Plug & Play" installation) of the Payment Terminal. The installation costs for physical installation by an engineer are payable from the installation/activation of the Payment Terminal. The Plug & Play installation charge is payable at the time of Expedition of the Payment Terminal Article II.A.5. Transfer of ownership and risk II.A.5.1. All risk of damage, destruction, loss or theft of the Payment Terminal and of its components passes to the Customer, from the time of Delivery or receipt of the Payment Terminal in question at the location agreed by the Parties on the Order Form. II.A.5.2. If the Customer has opted to purchase, ING remains the owner of the Payment Terminal until the purchase price has been paid in full; until then, the Customer is prohibited from: encumbering the Payment Terminal in any way (pledge, surety, mortgage, etc.) or offering it as security. selling the Payment Terminal or making it available to a third party. If the Customer has opted to rent, such prohibitions also apply. II.A.5.3. ING remains the owner of Payment Terminals rented by the Customer. II.A.5.4. The software and the Security Module (CSM) remain the exclusive property of Atos Worldline N.V. The SIM Card for which the services are invoiced by ING remains the property of the Telecom operator irrespective of whether the Customer owns the Payment Terminal and/or the Customer has fulfilled all of its financial obligations towards ING. The Customer also undertakes to return them to ING on request. Such return shall never give rise to any right to compensation for the Customer. II.A.5.5. In case of renting, the Customer also undertakes to return decommissioned or unused Payment Terminals to ING, together with the SIM Card, without compensation, under its full liability and in perfect condition, on request. II.A.5.6. If the Customer fails to pay one or more invoices over a continuous period of three months after they fall due, ING reserves the right to reclaim the Payment Terminal rented from it. ING also reserves the right to invoice the Customer for the costs resulting from the reactivation of suspended Services. In this case, ING reserves the right to demand the return of the Payment Terminal(s) made available, without prejudice to its right to invoice the Customer for the costs associated with the return. Article II.A.6. Maintenance and use of Payment Terminals II.A.6.1. The Customer undertakes to use the Payment Terminal(s) with due diligence and according to the instructions in the guide it receives from ING with a view to enabling Cardholders to use them correctly. The Customer is strictly prohibited from sub-renting the Payment Terminal, making it available to a third party or transferring it for payment without the prior written permission of ING. 2

3 II.A.6.2. Under no circumstances may the Customer and/or its employee(s) and/or agent(s) enter the Cardholder's PIN, confirm the amount payable or cancel a transaction. Only Cardholders are authorised to perform such transactions. II.A.6.3. ING is entitled to inspect the Payment Terminal(s) installed on the Customer's premises at any time, unannounced and without payment. II.A.6.4. The Customer undertakes to comply strictly with the guidelines issued by ING when the Payment Terminal is being programmed. If the Customer has a portable Payment Terminal, it shall ensure that such Payment Terminal is placed on the charger and remains there throughout the programming process. Article II.A.7. Liability II.A.7.1. It is recommended that the Customer insures the Payment Terminal(s) made available to it under a rental contract at its own expense for replacement value against all risks of loss, destruction, damage, fire and theft. II.A.7.2. In case of renting of the Payment Terminal, from Delivery or receipt of the Shipment, the Customer is fully liable for all risks of loss, deliberate destruction, damage or theft of the Payment Terminal and shall indemnify ING where appropriate. The value of the Payment Terminal is determined on the basis of the age of the terminal. ING is entitled to invoice the Customer for such value in case of loss, deliberate destruction, damage or theft of the Payment Terminal. II.A.7.3. As soon as the Payment Terminal is delivered or the Shipment is received, the Customer bears the full risk of loss, destruction, damage or theft of the CSM and the SIM Card under all circumstances. Where appropriate, the Customer shall indemnify ING according to the provisions of III.A.7.2. In case of a defect in the Payment Terminal attributable to ING, ING's liability is expressly limited to the repair or replacement of such Payment Terminal (at ING's discretion), provided Atos Worldline is notified of the defect in question in writing, within the periods specified in Article III.4 of Chapter III - General Terms and Conditions. Section II.B - Technical support Article B.1. Purpose These specific provisions set out the rights and obligations of ING and the Customer in connection with maintenance and repair services for ING Terminals, software and accessories in the possession of a Customer on Belgian territory. Article B.2. Technical support - Concept II.B.2.1. Technical support comprises the services offered by ING as defined in Article II.B.2.2. Such services involve various aspects (as specified in Article II. B.4) that the Customer should bear in mind. II.B.2.2. The services are offered at the request of the Customer, who, to this end, should specify on the Order Form which configuration(s) mentioned in Article II.B.4 it wishes to use: Telephone support from the Customer Relations Department. The Customer Relations Department is the single point of contact for the Customer and offers the following services: recording of technical faults reported by the Customer. if possible, forwarding of any technical information to help solve the problem reported by the Customer. informing the Customer of the action taken in response to its request. If the fault cannot be resolved over the telephone, it is referred to the 'assistance' department (see 2). On-site assistance of a technician. Such assistance includes: a visit by an engineer to the location of the relevant Payment Terminal. detection of possible faults or irregularities in the operation of the Payment Terminal or accessories. at ING's discretion: repair or replacement of defective components of the Payment Terminal that have caused the faults or irregularities or the whole existing Payment Terminal by a Payment Terminal with the same functionalities. II.B.2.3. Maintenance of the software (Service Pack). Such maintenance includes: Corrective maintenance to rectify irregularities in the operation of the software. Adaptive maintenance for the improvement of the existing functions of the software. Such maintenance can be performed remotely with or without support of the Customer or by means of on-site intervention. This includes ranking the menu to comply with the PCI regulations. A Customer must have held a technical support contract for a continuous period of one year before it can benefit from such adaptive maintenance, at no extra charge, as specified in Article II.B.8.1.a). Evolutionary maintenance involves adding and activating new functionalities. For example, this applies to the EID application, the SIS application, the Low Power application, etc. Such maintenance is not included in the price for maintenance of the software and may be invoiced separately by ING. Article B.3. General terms and conditions relating to technical support II.B.3.1. Technical support is supplied at the express request of the Customer. The Customer must inform ING Customer Services by telephone as soon as possible of any fault or poor operation of the Payment Terminal or the built-in software. II.B.3.2. Unless provided otherwise in this Contract, the intervention of the engineer on site is not available on Sundays and public holidays. An exception exists for four Sundays on which the shops in Belgium are open and applies if the Customer took out an Express maintenance contract at the time of purchase. II.B.3.3. The Customer is strictly prohibited from modifying or repairing the Payment Terminal without the prior written consent of ING. If the Customer fails to comply with this obligation, ING is entitled to terminate the Contract immediately, without any notice period or compensation, without prejudice to ING's right to compensation. II.B.3.4. Under no circumstances is the Customer allowed to open the Payment Terminal, except where strictly necessary for tasks specific to the use of the Payment Terminal with printer, e.g. replacing paper rolls, etc. The Customer shall perform such tasks itself and provide the necessary materials itself. II.B.3.5. If intervention performed by ING does not form part of technical support as specified in this section, the engineer shall compile a report which he or she shall have signed by the Customer and keep a copy him/ herself. Such report shall serve as the basis for additional invoicing at ING's standard rates. II.B.3.6. In the event of a fault in the Payment Terminal rendering all Proton electronic balances unreadable, the Customer grants ING express permission to remove the Payment Terminal and/or the CSM for as long as is necessary to check the safety memory. II.B.3.7. Procedure in case of defects in a rented payment terminal. Technical support is included in the rent paid for rental packages. Any rented Payment Terminal may, at ING's discretion and at no expense to the Customer, be replaced by another Payment Terminal with the same functionalities, or by a Payment Terminal of a new generation with at least the same functionalities as the Payment Terminal to be replaced. Article II.B.4. Possible configurations for technical support II.B.4.1. "Standard" technical support a) Telephone support With this option, the Customer can call the Customer helpline, available weekdays between 8 a.m. and 5 p.m. 3

4 b) On-site intervention by an engineer The Customer can request the intervention of an engineer at the place of business (or the place of delivery for a portable Payment Terminal) on weekdays (i.e. not on Saturdays, Sundays and public holidays). ING undertakes to send an engineer on site by 1 p.m. on the third business day after the Customer's call, if the call was made between 8 a.m. and 1 p.m. If the Customer's call is made between 1 and 8 p.m., ING undertakes to send an engineer on site by 5.30 p.m. on the following third business day. On the condition that the problem cannot be resolved over the telephone. c) Maintenance of the software The provisions of Article II.B of the Framework Contract for making a Payment Terminal available apply. II.B.4.2. "Express" technical support: This configuration has the following features: a) Telephone support With this option, the Customer can call the Customer helpline, available weekdays between 8 a.m. and 8 p.m. and on Sundays and Public Holidays between 8 a.m. and 4 p.m. b) On-site intervention by an engineer The Customer can request the intervention of an engineer at the place of business (or the place of delivery for a portable Payment Terminal) from Mondays to Saturdays. ING undertakes to restore the Payment Terminal to working order within the following periods: call from the Customer before 1 p.m., Mondays to Saturdays: intervention in the afternoon on the same day (between 1 and 5.30 p.m.) call from the Customer after 1 p.m., Mondays to Saturdays: intervention in the morning of the next day (between 8.30 a.m. and 1 p.m.) call from the Customer after 1 p.m. on Saturdays: intervention on Monday morning or the next business day if such Monday is a public holiday. c) Maintenance of the software The provisions of Article II.B.2.2.3) apply. Article II.B.5. Technical support for portable payment terminals II.B.5.1. In the case of portable Payment Terminals, technical support may be requested as described in Articles II.B.4.1, II.B.4.2. and II.B.7. Interventions and charges in respect of the Payment Terminal following road accidents are included in these services. In this case, when the damage caused to a Payment Terminal is such that the engineer considers it necessary to replace the damaged Payment Terminal plus accessories with a new Terminal, the technical support contract covers a single replacement of the Payment Terminal plus accessories per year and per contract. In the event of a defect in the car kit, the whole kit (including cables) must be returned to ING. II.B.5.2. Any intervention to be carried out on a portable Payment Terminal must be performed at a specific location during normal opening hours. Such location must be specified as the place of business in the contract between ING and the Customer. Article II.B.6. Excluded interventions II.B.6.1. The following interventions and charges are not included in the Services provided under Article II.B.4. and are invoiced to the Customer according to the rates applying within ING at the time of the intervention: faults caused by an operating error or use of the Payment Terminal for purposes for which it is not intended or appropriate. This also includes damage caused by treatment to which this device is not resistant (such as power surges, heavy impacts and blows, immersion in liquids, etc.). attendance by the ING engineer following an unjustified call by the Customer. damage caused by maintenance or repairs carried out by persons other than ING employees or subcontractors authorised for this purpose. interventions to rectify a malfunction of the Payment Terminal, caused by hardware or software not supplied by ING, or due to poor electrical cables or telephone connections. damage due to negligence, burglary, vandalism, sabotage, strikes, demonstrations or war. damage caused by lightning, fire, water, collapse of buildings and in general all accidents or disasters that may damage the Payment Terminal for which ING cannot be held liable. damage caused by the use of bad, damaged or non-iso compliant cards. cleaning and maintenance of the outside of the Payment Terminal. replacement or supply of accessories or consumables, such as paper and cleaning cards. cost of extra services requested by the Customer. replacement of a defective battery. defects caused by the installation and use of accessories and consumables which do not comply with the specifications set out in the guide. disconnection of the Payment Terminal and/or its cabling during an intervention where the Payment Terminal and/or the cabling is built-in or enclosed, unless a specific maintenance contract has been signed for this purpose. Article II.B.7. Access and miscellaneous terms and conditions II.B.7.1. The Customer undertakes to allow ING engineers free access to the premises (or another place on Belgian territory) and the Payment Terminals to provide technical support, without any charges or fees. II.B.7.2. The Customer shall not disconnect its Payment Terminal at night to allow software updates and shall adhere strictly to the guidelines for use communicated to it by ING. II.B.7.3. If the Customer fails to comply with Articles II.B.7.1 to II.B.7.2., ING shall be unable to resolve any breakdowns, operational irregularities or obsolescence of an unimproved or unmodified Payment Terminal. In particular, if the Customer fails to comply with Article II.B.7, ING shall never be liable for non-compliance with the deadlines specified in Article II.B.4 Section II.C - Service extension for payment terminal software Article II.C.1. Purpose These Special Terms and Conditions cover the rights and obligations of ING and the Customer in view of which ING allows the Customer to make use of the Service Extension. This service consists of an operating system installed on the Payment Terminal enabling programs written in JavaScript to be read. Article II.C.2. Activation ING activates the Service Extension by extending the software for the Payment Terminal to import and run a program written in JavaScript. Article II.C.3. Incompatibility In the event ING does not officially approve a program written in JavaScript, it may terminate the Service Extension and delete the programs written in Java, without prior notice. Article II.C.4. Fees The Customer shall remunerate ING for the Service Extension by: the activation charge, specified in the Order Form a flat amount per month for the use of and any changes to additional software. CHAPTER III. General terms and conditions applicable to all services provided to the Customer by ING as specified in Chapters I and II, except for the processing of credit cards and international debit schemes as specified in Chapter IV Article III.1. General principles The provisions of this Chapter III apply to each Delivery of goods, software 4

5 and/or Services offered by ING to the Customer under Chapters I and II of this contract, unless explicitly stated otherwise in this Chapter III. The persons signing this Framework Contract certify that they are authorised to sign this contract and are duly empowered to bind the Customer. This contract is subject to the regulations of ING including but not limited to the General Regulations and Special Regulations for Payment Transactions, which remain fully applicable except where this contract expressly derogates therefrom. In case of contradiction between these General Terms and Conditions and the Special Terms and Conditions of this contract, the Special Terms and Conditions shall prevail. The Customer hereby expressly waives its own General Terms and Conditions, notwithstanding any reference to such conditions. ING entrusts the fulfilment of certain obligations defined in Parts I to IV under this contract to: Atos Worldline S.A., Chaussée de Haecht 1442 B-1130 Brussels Phone +32 (0) Fax +32 (0) VAT BE Brussels RPR/RPM atosworldline.be Atos Worldline S.A. is the acquirer for the acquiring services under this Framework Contract. In view of the fact that Atos Worldline S.A. is liable for all rights and obligations in respect of the relevant payment schemes, Atos Worldline N.V. is entitled to reject a contract entered into under this Framework Contract or to terminate the acquiring services at any moment, without the Customer being entitled to any compensation, if Atos Worldline N.V. considers this necessary for the sake of the security and integrity of the Services and/or Payment Terminals provided, Atos Worldline S.A.'s electronic network and/or electronic payments in general, or on the instructions of a regulator or under a payment scheme. In this respect, Atos Worldline is also entitled to contact the Customer directly (e.g. regarding charge-backs, fraud investigations and other operational aspects). Article III.2. Term This Contract is entered into for a minimum term of one year as from the date of signature. However a Service cannot be invoiced until the date on which the relevant Service is delivered or provided. After one year has elapsed following the date of signature, the contract may be terminated by ING or the Customer at any time, subject to a 3-month notice period. If the Customer dies or transfers or ceases his or her business, the Framework Contract may be terminated without observing a notice period, subject to written evidence of such death, transfer or cessation being communicated to ING. Either party may terminate this Framework Contract, or one of the Services with immediate effect, subject to justified written notification to the other party, in which case no compensation shall be payable to the first party, if: the other party fails to pay, in accordance with article III.10, an amount that has fallen due under this Framework Contract within a period of thirty (30) days without a prior written notice of default being required; the other party is in serious breach of the provisions of this Framework Contract and fails to rectify such breach within a period of sixty (60) days following receipt of formal notice in writing in which the breach is described and termination of the Agreement is announced. the other party becomes involved in dissolution, bankruptcy, suspension of payments, liquidation or insolvency proceedings. ING may terminate the Framework Contract with immediate effect without any form of compensation for the Customer, if the licence for Atos Worldline S.A.'s Bancontact Mister Cash payment scheme is terminated. Atos Worldline S.A. shall not pay any compensation to the Customer in the aforementioned case. Article III.3. Changes, termination and suspension of a service III.3.1 Changes ING reserves the right, without this leading to indemnification of the other party, to make changes or improvements to the Products, software or Services as well as to the documentation and procedures that ING considers useful or necessary for the continuity, development and security of the payment system and/or its electronic network. The Customer undertakes to accept such improvements and changes and to follow ING's instructions regarding their implementation, if the Services in question are temporarily suspended as a result. In case of non-acceptance, ING may not, under any circumstances, be obliged to rectify faults, operational problems or problems caused by obsolescence subsequently occurring to systems that have not been modified or improved. III.3.2 Cessation ING reserves the right to cease the Delivery of the Services as well as the Delivery and operation of Payment Terminals at any time, without giving rise to compensation for the Customer: if ING considers this necessary in view of the security and integrity of the Services and/or Payment Terminals provided, Atos Worldline S.A.'s electronic network and/or electronic payments in general; or if the Customer or its employees, subcontractors or representatives make fraudulent use of the Payment Terminal or any of the Services. ING shall take the necessary steps to inform the Customer of such decision as soon as possible and in the most appropriate way. It shall also offer a transition period where appropriate. III.3.3. Suspension ING reserves the right to suspend the performance of a Service to guarantee the security and integrity of its network, without such suspension giving rise to compensation for the Customer. ING shall inform the Customer of such decision as soon as possible and in the most appropriate manner. Article III.4. Detection of a fault Unless otherwise agreed in writing, Payment Terminals and their installation, the software and its implementation and the Services shall be deemed to have been finally and irrevocably accepted, if the Customer does not send a written objection, setting out the reasons, to ING within three working days from the installation or implementation. If the Customer detects a fault in a Service or Product delivered by ING under this Framework Contract, attributable to ING, it shall inform ING's customer services department of such fault. Any complaint must be submitted within a period of 10 calendar days after the detection of the fault. The Customer undertakes to use its Payment Terminal with due care, in particular by checking that the data on the ticket generated by the printer of the Payment Terminal corresponds to the data recorded in the Payment Terminal when setting the parameters for the Payment Terminal and the financial data particular to every Payment Transaction. Article III.5. Licence ING grants the Customer a limited, non-exclusive, non-transferable right of use (the Licence ) for the software and documentation provided and insofar as this is strictly necessary for the performance of this Framework Contract. The Licence is limited. It only includes those rights that are strictly necessary to use the software and/or documentation for the intended purpose under this Framework Contract. The Licence is non-exclusive. ING is therefore completely free to exercise all of its intellectual property rights in respect of the software and documentation. ING may grant licences to third parties. 5

6 The Licence is non-transferable and cannot therefore be transferred to third parties by the Customer except in the case of the takeover of the Customer's business according to the procedure described in Article III.8.2. The right to adapt or modify the software in any way is expressly excluded from the Licence. Under no circumstances shall the Customer be entitled to disassemble the software, take note of its source code or reassemble it. The Customer undertakes, if it requires specific information to ensure compatibility with independently developed software as specified by the law of 30 June 1994 on the protection of computer programs, to negotiate with ING first in good faith in order to agree on the conditions under which such information can be made available by ING. All rights not expressly granted to the Customer under this Framework Contract are excluded from the Licence and belong solely to ING. The software and documentation shall always remain the property of ING or its suppliers. The Customer accepts and confirms that the software and documentation shall be treated as confidential and trade secrets of ING. Article III.6. Intellectual property rights All intellectual property rights with respect to the products, software, documentation and Services belong exclusively to ING or its suppliers. ING shall indemnify the Customer against any claim established as wellfounded by ING or a court by third parties alleging that the correct use of a product, software, documentation or Services in accordance with the Framework Contract, depending on the case, constitutes a infringement of the intellectual property rights of third parties. In such a case, ING shall, at its discretion and at its own expense: arrange for the Customer to be able to continue to use the product, software, documentation or Services, depending on the case. replace or modify the product, software, documentation or Services, depending on the case, in such a way that its use no longer constitutes an infringement of the intellectual property rights of third parties. if the above options are not economically viable, ING may request that the Customer return the product, software, documentation or Services, depending on the case, to ING subject to payment by ING of the purchase price, minus a reasonable amount for depreciation as indicated in the Customer's accounts. provided nonetheless: the Customer informs ING immediately of such a claim and refrains from responding without prior permission from ING. the Customer leaves it entirely to ING to handle and resolve such claim. the established infringement is not caused by the fact that the Customer has used the product, software, documentation or Services, as appropriate, in breach of the Framework Contract or in an obviously unreasonable manner. the established infringement is not caused by the use of the product, software, documentation or Services, as appropriate, in conjunction with a product, service or other item not supplied by ING. If the Customer fails to comply with these conditions, any recourse the Customer could have exercised against ING in relation to the infringement of the intellectual rights of third parties shall lapse. The Customer undertakes to return the Security Module (CSM) to ING on request and without compensation if this contract is terminated for any reason whatsoever. Such return does not entitle the Customer to any compensation. The Security Module and the software remain the exclusive property of ING. Article III.7. Liability III.7.1. Liability for employees and agents of the Customer The Customer shall bear the full risk of malicious acts on the part of its staff and is fully liable for any misuse or fraud that its staff or other workers may commit during the use of the Payment Terminal and/or of the Services provided by ING, and is liable for errors committed by its staff and agents. The Customer shall ensure that complaints by the Cardholder are addressed solely to the Customer. If the Customer is unable to answer the Cardholder, it shall refer them to ING. ING reserves the right to terminate this Framework Contract or a Service, without a notice period and without compensation, if the Customer or its agent uses the Services for fraudulent purposes, fails to comply with this Framework Contract or fails to ensure that third parties comply with the Framework Contract. III.7.2. Modification of the Payment Terminal and/or Services The Customer accepts full liability for the consequences of any modification made by itself or by a third party to the Payment Terminals made available and/or Services provided under this Framework Contract by ING, and in particular for the consequences of any modification of and/or interference with the software that could alter the nature of the Services activated for its benefit. III.7.3. Scope of ING's liability As far as possible, ING shall endeavour to ensure the undisturbed functioning of the equipment and infrastructure under its management. ING is liable if a failure to fulfil its obligations arising from this Framework Contract is attributable to its proven negligence as a professional manager or by law. In this case ING shall compensate for the loss that is an immediate and direct result of its failure. In addition to the above, ING shall not be liable for any loss of electronic or other data or any other loss whatsoever due to an event beyond its control such as theft, destruction, fire, vandalism, hacking, IT fraud, etc. Article III.8. Transferability of and changes to identification data III.8.1. The Customer must not transfer this Framework Contract or a Service to a third party without the prior written consent of ING. III.8.2. If the Customer transfers its business, it must inform ING of such transfer in writing. The Customer undertakes to fulfil its obligation to pay invoices and its obligations arising from the Framework Contract until the expiry date of its Framework Contract. III.8.3. The Customer shall inform ING in writing immediately of any changes to its name or particulars such as its address or fax number using the form provided for this purpose on ING's website or by simple request from ING's customer services department. The changes shall be disregarded if the Customer does not notify them using the relevant form. III.8.4. The requests referred to in Articles III.8.2. and III.8.3. must be sent to ING at least 10 working days before the effective date of the takeover of the business or the change. Article III.9. Advertising Whenever the Customer wants to use the name and/or logo of "Bancontact/ Mister Cash" for advertising or promotional purposes or for information to customers, it must obtain written permission from ING in advance, except for advertising material the Customer receives from ING. The advertising material ING makes available to the Customer free of charge for advertising purposes or information to customers must be displayed at the Customer's point of sale visibly. Article III.10. Payment of services The services provided under Chapters I and II shall be invoiced to the Customer according to the rates indicated on the Order Form. The Customer's account indicated on the Order Form shall be debited with the charges indicated on the invoice plus the VAT payable on the date of the invoice. Article III.11. Protection of privacy The information provided as part of this agreement or in its performance 6

7 subsequently is processed by ING Belgium SA/ nv, Avenue Marnix 24, B-1000 Brussels for the purposes of customer relationship management, payment and account management, the marketing of banking and insurance services (unless the private individual concerned objects on request and free of charge, to direct marketing), a customer overview, the verification of operations and prevention of irregularities as well as, if applicable, asset management (investments), lending and brokerage, (a.o. insurance). Furthermore this information shall be communicated to the other companies of the group ING in the European Union (list available upon request) exercising banking, insurance or financial activities for the purpose of centralising customer management, marketing (unless the Customer objects, upon request and free of charge, to direct marketing), a global overview of the Customer, as well as providing services (where appropriate) and controlling the regularity of transactions (including the prevention of irregularities). Such data is also transferred to Atos Wordline S.A., Chaussée de Haecht 1442 B-1130 Brussels Tel. +32 (0) Fax +32 (0) VAT BE Brussels RPM/RPR, atosworldline.be, to process the data in execution of its obligations as acquirer of the payment schemes and the provision of the services as stipulated in ING s Merchant Acquiring General Terms and Conditions. Private individuals may access this data and rectify the data relating to them. They may also object, upon request and free of charge, to the processing of the data relating to them by the Bank for the purposes of direct marketing and/or to the communication of such data to the other companies of the group ING in the European Union for the purposes of direct marketing. For more information please consult Article 6 (Protection of Privacy) of the General Regulations of the Bank. Article III.12. Miscellaneous Technical documentation, including the user instructions containing an explanation of the operation, handling and use of the Services, form an integral part of this Framework Contract. CHAPTER IV. Special terms and conditions of the Framework Membership Contract for the processing of credit cards and international debit schemes at Point of Sales (POS) Section IV.A. Purpose of the contract This Framework Contract sets out the terms and conditions between the Merchant and ING. The Merchant hereby accepts, in accordance with the contents of the Special Membership Conditions signed by both parties, all valid Visa, Visa Electron, V PAY, MasterCard and Maestro Cards in its business(es). ING shall ensure the processing of Visa, Visa Electron, V PAY, MasterCard and Maestro Transactions transmitted to it by the Merchant. The user guides and communications to the Merchant about Card acceptance (e.g. the information mentioned on the ING website, i.e. the training given to the Merchant and its staff, the PCI stipulations, etc.) form an integral part of this Framework Contract. Both parties accept that file data and documents on carriers other than hard copy have the same evidential value as the hardcopy versions and are legally binding. ING reserves the right to provide documents to the Customer through the medium it finds most appropriate, such as the Internet. The parties shall not dispute the acceptability of documents merely because they are made available or provided in electronic form. Section IV.B. Applicable regulations These general terms and conditions are subject to the regulations of ING, including but not limited to the General Regulations and Special Regulations for Payment Transactions, which remain fully applicable except where this agreement explicitly deviates therefrom. Section IV.C. Terminology "Card": any valid payment card with a logo that complies with the specific characteristics of Visa and/or MasterCard, V-Pay and/or Maestro products. "Cardholder": the person whose name is printed on the Card and whose signature matches the one on the back of the Card, except for prepaid Cards. "Payment Transaction": any transfer of funds arising from the purchase of goods or services, except for cash withdrawals, paid for using the Card. "Sales Voucher": the document issued by the Payment Terminal or till as evidence of the Payment Transaction. The document is also called a Transaction Ticket. "Credit Voucher": the document created to cancel a transmitted Payment Transaction or part thereof. "Floor Limit": the maximum amount for which a Merchant can accept a Payment Transaction without obtaining an Authorisation Code. "Internal Account": an internal account kept by the acquirer in the name of a Merchant and used for the execution of payment transactions. "Payment Terminal": any terminal which besides authorising the Payment Transaction, if not linked to a till, can also print out a Sales Voucher, once the automatic transmission of the Transaction to ING is generated and is certified by an authorised certification body. Authorisation Code : this code indicates that the Card may be accepted, provided the Merchant simultaneously complies with all the verification obligations with respect to Card acceptance. The code simply means that at that particular moment the Card is not blocked, the Credit Limit is not exceeded and the period of validity of the Card has not expired. The granting of an Authorisation Code does not necessarily imply that the Card is valid or that the person presenting the Card is also the legitimate Cardholder. Payment Service Provider: ING. "Spending Limit": the maximum total amount the Cardholder can spend with such Card. "PIN number": number the Cardholder must enter on the secure keypad of the Payment Terminal to validate the Payment Transaction, when requested by the Payment Terminal. "PCI": "Payment Card Industry" program: an international standard supported by the major credit card companies, such as Visa and MasterCard International, intended to prevent any misuse of credit card data. "Framework Contract": this payment services contract between ING and the Merchant - consisting of these General Terms and Conditions, the Special Membership Conditions and any annexes - governing the future execution of separate and subsequent payment transactions. "Payment": for the purposes of this Framework Contract, a payment is deemed to be made once the account of the acquirer has been debited. Section IV.D. Operating terms and conditions Article IV.D.1. Membership ING shall assign the Merchant one or more membership numbers. These membership number(s) is (are) mentioned in the Special Membership Conditions. The Merchant undertakes to check that the initialised number(s) in the Payment Terminal match(es) the number(s) assigned by ING. Otherwise the Merchant may not accept any Payment Transactions whatsoever without first contacting ING. This applies in particular in case of the transfer of a business. Each Transaction accepted contrary to this obligation may be debited from the Merchant s account. ING shall keep one or more Internal Accounts in the name of the Merchant to which all Sales or Credit Vouchers shall be booked. Article IV.D.2. Card acceptance and service fee From the Framework Contract is signed, the Merchant shall accept for payment every Card presented by the Cardholder and complying with Articles IV.B.1 and IV.B.2. The Merchant shall pay ING a fee for processing Payment Transactions. Such fee consists of a percentage specified in the Special Membership Conditions. The Merchant accepts the rate structure as offered by ING. If the Merchant prefers a different rate structure, it must ask ING in writing. 7

8 If the Merchant imposes a price difference, levy, condition, obligation or special guarantee on the Cardholder, this must be displayed in a sufficiently visible manner prior to initiation of the Payment Transaction, and be proportional to the fee paid by the Merchant to process its Payment Transactions. The Merchant may not accept any Payment Transactions in the absence of the Card and the Cardholder. Certain Merchants accept Payment Transactions without the presence of the Cardholder (in sectors such as the hotel trade, travel agents, car hire, online trading, etc.). They are then required to sign a rider and/or a derogation for Payment Transactions under which the card is not read. In any case, such Merchants bear all financial risks arising from the disputing of such Payment Transactions. ING reserves the right to charge a fee for any additional administrative and technical operation. Article IV.D.3. Verification and authorisation of a payment transaction IV.D.3.1 The Merchant shall check the following items in advance for every Card presented to it for payment: a. whether it matches the description in Article IV.B.1 b. whether the Card has a chip, that it does not show any external sign of damage (other than that associated with normal wear and tear of the Card) c. that the name of the Cardholder and the Card Number are printed on the Card, possibly in relief d. that the Card is signed by the Cardholder e. that the appearance of the Cardholder matches the data indicated on the Card, including any photo on the Card f. that the Card has not expired. The expiry date of the Card printed on the Card, possibly in relief, for Visa, Visa Electron, V PAY and MasterCard; for Maestro debit cards, the validity date on the Card can be indicated, but this is only shown for certain on the Sales Voucher. g. that the Card shows no visible signs of forgery or counterfeiting. The following elements (non-exhaustive) must be checked: the Customer shall notify ING immediately of any complaint and shall refrain from any response without the prior authorisation of ING. the UV response for Visa and MasterCard. If the Card does not pass the checks described above, the Merchant undertakes to contact the CODE 10 line ( ) and follow the operator's instructions. IV.D.3.2 The Merchant undertakes to obtain an Authorisation Code via the Payment Terminal irrespective of the amount. The Merchant shall under no circumstances split a Payment Transaction into several Sales Vouchers to circumvent the requirement for Authorisation. In the event of a malfunction of the Payment Terminal, the Merchant shall contact the Communication Centre of ING, managed by Atos Worldline S.A. ( ) and the supplier of the Payment Terminal for technical support. If no solution accepted and approved by ING is found for the problem, it must not accept the Card. The operating standards and security parameters for the Payment Terminal are defined and entered by ING. Neither the Merchant, nor third parties acting on behalf of a party other than ING may make any change to such operating standards and security parameters. The Merchant undertakes to leave the Payment Terminal permanently switched on and to inform ING immediately in case of a power cut. ING reserves the right to make any modifications or improvements to the programs and the operating procedures it may deem fit for the development and protection of the payment system. The Merchant undertakes to accept any modification or improvement and facilitate its application to the Payment Terminals issued to it. The Merchant undertakes to use the Payment Terminal only at the agreed point of sale. It may not move the Payment Terminal without notifying ING in writing. IV.D.3.3 At ING's request, in the event of an irregularity, if the Card shows signs of forgery or if it is clear, probable or possible that the person presenting the Card is not the legitimate Cardholder, the Merchant must contact the CODE 10 line ( ) or, if possible, retain the Card presented to it and cut it in two before returning it to ING. The card shall be confiscated without causing avoidable damage or injury to persons or goods. The Merchant shall indemnify ING against any claim that may arise from such retention. IV.D.3.4 If the Cardholder presents a Card to the Merchant with a chip, the Cardholder shall insert the Card in the chip reader and follow the instructions displayed on the Payment Terminal. If the chip is damaged, the Payment Terminal will ask to read the magnetic strip on the Card. It will also tell the Cardholder that the chip on his or her Card is damaged and invite him or her to contact his or her Card issuer in this regard. Article IV.D.4. Preparation of sales and credit vouchers IV.D.4.1 Sales Vouchers printed by the Payment Terminal or till: A Payment Transaction can be validated by the Cardholder in two ways: Acceptance of Payment Transactions by entering the PIN number: In this case, the Cardholder types his/her PIN number on the secure keypad provided for this purpose on the Payment Terminal. After entering his/ her PIN number, the Cardholder presses "OK" on the Payment Terminal. The Merchant shall ensure that the Cardholder can enter his/her PIN number with the utmost discretion. The Payment Transaction has only been received by ING if the screen of the Payment Terminal confirms receipt. The Payment Terminal prints out two tickets; the customer ticket is handed to the Cardholder; the merchant ticket is for the Merchant. (see also Article IV.D.8.). Acceptance of Payment Transactions by signing a Sales Voucher: The Merchant is always obliged to compare the information printed on the Sales Voucher against that shown on the Card (particularly that the Cardholder name and card number printed out match the name and number shown on the Card). It they are different, it must notify the CODE 10 line ( ) immediately and reject the Payment Transaction. For each valid Sales Voucher, the Merchant shall ask the Cardholder to sign the Sales Voucher in the relevant place. The Merchant shall check that the signature made on the Sales Voucher matches that shown on the Card. If the Cardholder's signature matches that on the Card, a copy of the Sales Voucher shall be handed to the Cardholder. If the signature is not identical, the Merchant shall ask the person presenting the card for further proof of identity to demonstrate that he or she is actually the legitimate Cardholder. The Merchant shall keep a copy of this further proof of identity or the information (whose veracity can be checked by ING), which may be requested by ING at any time. The way in which the Payment Transaction is validated is determined by the Card and must never be varied by the Merchant. The Merchant is required to follow the instructions on the Payment Terminal on accepting the Card. In case of dispute, the history and the computer records of ING shall serve as evidence to determine whether or not the Merchant has complied with the instructions on the Payment Terminal. In case of unusual behaviour, unusual spending and/or suspicion of the slightest irregularity, the Merchant shall call the CODE 10 line ( ) immediately before accepting the Payment Transaction. The Merchant shall follow the operator's instructions. IV.D.4.2 Preparation of Credit Vouchers and cancellation of Payment Transactions: If the Cardholder has legitimate complaints with respect to the goods or services sold, or returns the goods for a legitimate reason, the Merchant cannot refuse to exchange the same or to draw up a Credit Voucher solely on the grounds that the goods have been paid for by means of a Card. Under no circumstances are refunds to be given in cash. If the Merchant compiles a Credit Voucher to cancel a Payment Transaction performed using the Card and does not do so using its Payment Terminal, it may only use Credit Vouchers approved by ING. The Card data, as well as the date and amount, are indicated on the Credit Voucher. The Credit Voucher must be sent to ING within 12 calendar days of its issue date. The Credit Voucher shall only be compiled in favour of the Card used to perform the Payment Transaction. Any Merchant equipped with a Payment Terminal is entitled to cancel a Payment Transaction via its Payment Terminal within a period of 11 calendar days by entering the Authorisation Code, date and time of the Payment Transaction. Article IV.D.5. Settlement of payment transactions The acquirer shall credit the Merchant s Internal Account(s) with the total amount of the accepted Payment Transactions, minus the commission specified in the Special Membership Conditions. The acquirer reserves the right to check all Payment Transactions of the Merchant. The Merchant authorises the acquirer, in case of irregularities or if such conditions were not 8

9 strictly and fully complied with, to debit or credit its Internal Account with any positive or negative difference. The acquirer shall transfer the amount of the Payment Transactions, minus the commission, to the bank account communicated by the Merchant to ING in writing. The maximum execution time is D +4, where D is defined as: the day on which the transaction is received by Atos Worldline S.A. and "4" the day on which the order is given for payment by Atos Worldline S.A.'s bank to the Merchant's bank. All outstanding payment accounts in the Merchant s name with the acquirer constitute one and the same account. The acquirer is entitled to offset such accounts at any time. The acquirer reserves the right, and the Customer accepts such right, to deduct any amounts the Customer may owe it and which may be payable on the execution date of the Payment Transaction or on the date on which the transfer order was received from the amounts relating to a Payment Transaction requested in the Customer's favour. However, only in the case of disputes, such deduction shall not be made until the Customer has been issued with formal notice by ING. Moreover ING reserves the right to invoice the Customer for the costs associated with this deduction. If the obligations under this contract are not strictly fulfilled or ING has identified anomalies, ING reserves the right to credit the Merchant only after receipt of the payment from the Cardholder or the resolution of the dispute. Such temporary suspension of payment does not entitle the Merchant to any compensation. Under no circumstances is a payment by ING to the Merchant to be considered as acknowledgement by ING of the validity of a Payment Transaction. Under no circumstances shall ING be obliged to intervene in a dispute between the Merchant and a Cardholder, nor to make any allowance whatsoever. At any time and without any time restriction whatsoever, ING shall be entitled to debit the Merchant s account in the following cases (non-exhaustive list): a. if the Framework Contract was not strictly complied with. b. if the Merchant has not complied with the procedure for processing the Card (reading the chip if present/reading the magnetic strip) and the procedure for validating the Payment Transaction (PIN number/signature) determined by the Card and the Payment Terminal. c. if the set of checks prior to acceptance of the Card and defined in Article IV.D.3.1 were not complied with. d. if the Sales Vouchers were not signed or were incorrectly signed (only for Payment Transactions validated by Cardholder's signature). e. if a Cardholder disputes the sale, the delivery of the goods or the provision of services with respect to the Sales Voucher or the conformity of the goods delivered and/or if the amount of the Payment Transaction was not shown on the Sales Voucher at the time of its signature by the Cardholder. f. if the goods were returned or sent back. g. if the sale of the goods or the provision of services forming the subject of the Transaction represents an infringement of laws, regulations or any other stipulations in force and/or breaches the accepted principles of morality or public policy. h. if the Floor Limit was exceeded without prior Authorisation. i. if the Card and the Cardholder were not present at the time of the Payment Transaction. j. if the number(s) initialised in the Payment Terminal do not match the number(s) assigned by ING. k. if the Cardholder's name and/or the Card Number printed on the Sales Voucher or the Transaction Ticket does not match the name and/or number shown on the Card. l. if it emerges that the Merchant handed over cash to the person presenting the Card. m. if the Merchant has not complied with Art. IV.8. (only for Payment Transactions to be validated by the signature of the Cardholder). n. if it emerges that the Card was not signed. If the Merchant s Internal Account shows a balance in favour of ING, it shall be obliged to repay such amount immediately, at ING's request. Debit interest shall automatically be charged on this balance at a rate of 1% per month, calculated on a day-to-day basis. If ING asks the Merchant to pay a certain amount and the latter does not immediately pay the amount after the first reminder sent to it by registered letter, ING reserves the right to automatically charge the Merchant compensation at a flat rate of 12% of the outstanding balance, with a minimum of 125 euros, for administration costs. In that case, ING is also entitled to terminate the Framework Contract immediately. Article IV.D.6. Collection of the transaction amount ING has the exclusive right to receive payments from the Cardholder with respect to Payment Transactions processed by ING. The Merchant undertakes not to take any action for collection from the Cardholder without the express written permission of ING. If such authorisation is given, the Merchant undertakes to notify ING of the receipt of any payments with respect to the Payment Transaction. Article IV.D.7. Disputes The Merchant has a period of 45 calendar days after the issue date of a Sales Voucher to report either non-settlement or an incorrect amount. It irrevocably accepts the balance of its payment account as shown in the accounts once the above period has elapsed (without prejudice to the provisions of Art. IV.D.5). If ING has debited the Merchant s account pursuant to Article IV.D.5, the Merchant has 30 days to dispute the debit by means of a substantiated letter, sent by registered mail. Once this period has elapsed, the Merchant is deemed to accept the balance of its account unconditionally. Article IV.D.8. Keeping of sales vouchers, credit vouchers and summary sheets For Payment Transactions accepted by signing a Sales Voucher, the Merchant undertakes to keep the original Sales Vouchers signed by the Cardholder, Credit Vouchers and summary sheets, as well as the details of the sale, for at least two years after their issue date. For Payment Transactions accepted by means of entry of the PIN number, the Merchant shall keep the Merchant Ticket until the time of settlement. At ING's request, the Merchant shall also send a complete and legible copy of the relevant supporting documents to ING within 10 calendar days, otherwise ING is entitled to debit the account, in accordance with Article IV.D.5. Section IV.E. Advertising Article IV.E.1. Obligation to affix official logos The Merchant shall affix the official logos of the Cards visibly at least at the entrance to its point(s) of sale to inform the public that it accepts Visa, Visa Electron, V PAY, MasterCard and Maestro Cards for payment. Article IV.E.2. Own advertising material The Merchant also undertakes to obtain prior written permission from ING if it wishes to produce and/or distribute its own advertising material showing the name, official logo or any other reference to Visa, Visa Electron, V PAY, MasterCard, Maestro and BCC. Section IV.F Liability of the parties IV.F.1 ING undertakes to comply with the changes required by international payment bodies in the field of acceptance systems and networks. IV.F.2 ING only uses Payment Terminals certified by an authorised body. The Merchant is prohibited from using Payment Terminals not certified by Acquiris. Merchants not equipped with a Payment Terminal capable of processing Payment Transactions using chip cards and validated by entering the Cardholder's PIN shall bear exclusively the financial risk of disputes raised by Cardholders concerning Payment Transactions executed on their Payment Terminals. ING cannot be held liable for direct or indirect loss to the Merchant as a result of non-operation, interruption, accident or noncompliance with the user instructions for the Payment Terminal or due to the unavailability of ING. IV.F.3 The Merchant bears the full risk of its negligence and intent and is liable for any misuse and fraud, including any fines and charges that may be imposed on ING by Visa and/or MasterCard, that may be committed by its agents or any other persons whatsoever when accepting the Card. IV.F.4 ING is not liable for the consequences of improper or fraudulent use of the Payment Terminal. As soon as the Merchant detects a breach of the security mechanisms or suspects that it is faced with (attempted) fraud 9

10 or with a fraudulent Cardholder (e.g. due to the amount, the quantity, the nature or the origin of the Transactions or a discrepancy in the Cardholder s address, etc.), it must inform the Code 10 line ( ) immediately, in order to prevent any further loss. IV.F.5 The Merchant is liable for misuse and fraud committed by any persons whatsoever accepting the Card at its point(s) of sale. IV.F.6 The Merchant and its co-contractors, guaranteed by the Merchant, are obliged to protect the Transaction Data against any form of interception during its transmission and storage, insofar as it is allowed by the PCI rules. The Merchant acknowledges that it is aware of and accepts the PCI (Payment Card Industry) standards ( standards.org). Fraud attributable to non-conformity with such standards shall be recovered from the Merchant, including any fines imposed by Visa and/or MasterCard where applicable. IV.F.7 The Merchant shall be held liable, including any fines and charges that may be imposed on ING by Visa and/or MasterCard, for the misuse of intercepted data or for any forgery of Cards, if its point of sale was defined as a "COMMON PURCHASE POINT" (this is the Merchant s point of sale identified as the common point that, prior to the forgery, was used for authentic Payment Transactions or authentic Payment Transaction attempts or where the card number was saved) with respect to authentic Cards. IV.F.8 If ING has a well-founded suspicion (e.g. based on identification of the Merchant via a fraud detection system) identifying the Merchant as a "COMMON PURCHASE POINT": a. ING shall be entitled to block the Merchant's Internal Account immediately until the Internal Account contains an amount at least equal to the fee specified below, the subsequent delay in payment not giving rise to interest or any other compensation. b. ING shall be entitled to charge a fee for the sums available in the Merchant's Internal Account for the payment of all fraud, fines and other costs relating to the incident. This fee shall be calculated based on factors such as the number of Payment Cards involved, the rates and fines specified by Visa and MasterCard. On the resolution of the incident, ING shall transfer any remaining balance to the Merchant via its Internal Account. If the fee or the available sums in the Internal Account are insufficient, ING may recover the balance from the Merchant. c. the Merchant shall, at ING's request and within 48 hours after being informed by ING that the Merchant is suspected of being a "COMMON PURCHASE POINT", appoint a forensic auditor recognised by PCI at its own expense to be commissioned to perform a forensic audit in relation to the incident. The Merchant shall ensure that ING can inspect all reports delivered by the forensic auditor in relation to the incident. If the Merchant does not respect the time allowed for appointing a forensic auditor, ING shall be entitled to appoint a forensic auditor itself at the Merchant's expense. The cost shall also be included in the fee and charged to the Merchant. IV.F.9 If it is established that the Merchant has not complied with the current PCI rules, or has made any other error in relation to the incident, the Merchant is liable for any charges or fines imposed by Visa and MasterCard, the expenses associated with the forensic audit and the relevant fraudulent transactions using counterfeit cards or intercepted data. IV.F.10 ING does not provide any guarantee or accept liability regarding the quality of the goods or services delivered by the Merchant. The Merchant shall indemnify ING for any recourse that may be exercised against it on account of the delivery performed by the Merchant. IV.F.11 Merchants offering their Cardholder customers, by means of their Payment Terminal, the opportunity to pay a tip by entering the amount of a tip on the Sales Voucher, in addition to the amount of the Payment Transaction, bear the risk exclusively. In case of dispute by the Cardholder, its Internal Account shall be debited with the amount of the tip. IV.F.12 The Merchant undertakes to accept Card payments only for the activities specified in the Special Membership Conditions. It shall only accept Payment Transactions on its own behalf. Section IV.G Law on the protection of privacy The Merchant undertakes to use any data on Cardholders that it may acquire in connection with this Framework Contract solely within the scope of the objectives of the latter. It shall ensure, by all possible means, that such data is neither known to nor intercepted by third parties. The Merchant must not process such data, nor use it for other purposes, nor dispose of it for the benefit of any other person, in any form whatsoever. The Merchant is aware of the fact that non-compliance with this provision constitutes a breach of the laws on the protection of the privacy of the relevant Cardholders and shall therefore exclusively bear the consequences of its acts, as well as those of its agents or co-contractors, without ING accepting any liability in this regard. The personal data regarding the Merchant, as provided by it or by third parties, is recorded in one or more files. ING is the controller of such files. Such data shall be used by ING for the preparation and management of its relationship with the Merchant, for its own commercial use and that of its business partners and to prevent and counter misuse. The Merchant is entitled to inspect such data. If it is incorrect, incomplete or irrelevant, it may request its correction or deletion. If a Merchant wishes to exercise this right, he or she may do so by sending a written request, dated, signed and accompanied by a copy of his or her identity card (front and back), to ING. (Merchant Membership Department). A register of all automatic processing of personal data is kept by the Data Protection Commission. If the Merchant requires any additional information, he or she may consult this register. Section IV.H. Start and end of the membership contract This Framework Contract comes into force on the date of signature by both parties and is concluded for a period of one year from the date of signature. At the end of the above period, this contract may be terminated by either party subject to three months' notice in writing. However, ING holds a special right to suspend the Framework Contract and any obligations arising therefrom, including the deduction of payments, at any time and with immediate effect, or to terminate the contract without any form of compensation, for example if it no longer has sufficient confidence in the Merchant, if so required for reasons of payment system security, in case of non-payment or insolvency of the Merchant, in case of any suspicion of fraud or in case of unilateral termination by Visa and/or MasterCard of the licence for the processing of Payment Transactions. Until the Framework Contract is terminated, the Merchant shall fully accept the Card. However, ING and the Merchant reserve the right to cancel the Framework Contract with immediate effect in case of non-compliance with this contract by the other party. Any obligations of the parties, created not later than the date of termination of the Framework Contract, shall be maintained after that date. The Framework Contract shall be binding on both parties, their successors and beneficiaries. The Merchant shall remove all advertising material and communications with respect to Visa, Visa Electron, V PAY, MasterCard and Maestro immediately after termination of the Contract. The Merchant shall inform ING immediately by registered letter and by fax of the cessation, for any reason whatsoever, of its business. Such cessation shall automatically terminate the Framework Contract with immediate effect. Any further acceptance of a Card by the Merchant shall not imply any obligations for ING. ING reserves the right to terminate this Framework Contract upon a change in the Merchant s legal status or commercial activity (type of product or service offered). In such case, a new contract may be drawn up and signed. Otherwise, ING shall have no obligations if the Merchant accepts any Cards for payment after the change of status. Copyright 2014 ING All rights reserved. Reproduction and distribution are forbidden without ING s prior written consent. ING Belgium SA/nv Registered office: Avenue Marnix 24, B-1000 Brussels Brussels RPM/RPR VAT BE BIC: BBRUBEBB IBAN: BE Publisher: Inge Ampe Cours Saint-Michel 60, B-1040 Brussels E 04/14 Editing Team & Graphic Studio - Marketing ING Belgium. 10

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