Global Payments Card Processing Agreement. Terms Of Service

Transcription

1 Global Payments Card Processin Areement Terms Of Service

2 Contents Clause Pae 1 The Card Processin Areement 1 2 Transaction Types 2 3 Other Terms Explained 3 4 Acceptance Of Cards 4 5 Your Obliations To Supply 7 6 Equipment And Materials 7 7 Charebacks, Retrieval Requests And Suspicious Transactions 10 8 Service Chares And Floor Limits 11 9 Credits And Debits To Your Bank Account Information From Global Payments Information From You Chanes To Card Industry Reulations Security Of Card Data Areement Term And Endin The Areement Our Liability Indemnity Assinment Your Information Risk Manaement Miscellaneous Non-Qualifyin Surchares/Cross Border Fees/International 25 Security Assessments 22 Global Iris 25

3 1 The Card Processin Areement 1.1 The Card Processin Areement (the Areement ) between Merchant ( you or Merchant ), GPUK LLP (formerly known as HSBC Merchant Services LLP), tradin as Global Payments ( GP"), and HSBC Bank plc ( Member") consists of the followin documents: the Service Schedule or Commercial Terms (dependin on which document you have sined most recently, as may have been or may be amended from time to time); these Terms of Service, as may be amended from time to time; any replacement or supplementary uides, notices or approvals that GP may issue from time to time; any special conditions that GP may notify to you from time to time; and all documents relatin to security provided to GP. Unless specifically stated otherwise in the Areement or the context requires otherwise, the terms we, us, our or ourselves when used in the Areement means GP unless, for the purpose of Card Schemes membership or rules, it must mean Member or GP and Member toether. Durin the term of the Areement, GP will be the sole and exclusive provider of the card processin services hereunder to the Merchant. For the avoidance of doubt, GPUK LLP is not a subsidiary or affiliate or member of the HSBC Group. At any time, GPUK LLP may remove the Member as a party to this Areement or chane the Member to any other member of the Card Scheme, without notice to you. A MERCHANT S SUBMISSION OF A TRANSACTION TO GP SHALL BE DEEMED TO SIGNIFY MERCHANT S ACCEPTANCE OF THE AGREEMENT. Effective 01 November 2009, GPUK LLP (reistered in Enland and Wales with reistration number OC337146), whose reistered office and head office is at 51 De Montfort Street, Leicester, LE1 7BB, is authorised by the Financial Services Authority under the Payment Service Reulations 2009 (reister reference number ) for the provision of payment services. 1.2 You understand that this is our standard Areement upon which we intend to rely. For your own benefit and protection you should carefully read this document, the Merchant Operatin Instructions and all additional documents provided to you whether on paper, CD-ROM or PDF file before sinin it. You aree to follow the Merchant Operatin Instructions, directions, and other notices concernin the Areement and to be bound by the operatin reulations and rules of Visa, MasterCard, and any other Card Scheme or oranisation covered by the Areement ( Card Scheme Rules ), as any of the above referenced documents may be modified and amended from time to time. Certain Card Scheme Rules are available on the applicable Card Scheme s website ( and must make sure that you have read those Card Scheme Rules that are available on the Card Scheme s website. If you do not understand any point please ask for further information. You should feel free to et independent advice. 1.3 The Areement may be amended only in writin sined by you, GP and Member except that (i) chanes to Service Chares and Floor Limits may occur as set out in clause 8.3 and 8.4 below, and except that (ii) GP may provide you (either pursuant to clause 20.3 or by inclusion in a messae on your invoice or in one of GP s reular publications) a notice describin amendments to the Areement or an entirely new Areement (which may be included with the notice or may be made available via our website at which will be effective on the date contained in the notice. GP will ive you two (2) months advance notice of any chane described in (ii) above. Where GP chanes the terms of this Areement in accordance with (ii) above, you will be deemed to have accepted the chane and it will take effect automatically in accordance with the notice provided by GP unless you tell GP that you do not accept the chane before it comes into effect. If GP exercises its riht to unilaterally amend the Areement under (ii) above, you have the riht to terminate the Areement immediately 1

4 without chare before the chane comes into effect. If you notify GP before the chane comes into effect that you do not accept the chane, GP will treat this as notice from you to terminate the Areement and there will be no chare for this. The Merchant Operatin Instructions, the Card Scheme Rules, and the rules of the UK Cards Association, as described in clause 3, may be chaned immediately. 1.4 You have contracted with us as principals and not as aents for any person. 1.5 If the Merchant consists of more than one leal person (for example, you are a partnership) each leal person has joint and several liability under the Areement. This means all of you are toether and individually responsible for any money owed to GP under the Areement and GP may demand repayment from all and any of you for any monies owin under the Areement. If the partnership ends, GP may end the Areement, and if GP has reason to believe that there is any dispute as to who is entitled to any funds GP holds, you authorise GP to pay such funds into the account which GP will maintain for you in its books and records until GP is satisfied that the dispute has been resolved or we receive a court order to pay out such funds, at which point (bein that day if it is a business day (meanin Monday to Friday, excludin public holidays) or, if such day is not a business day, the followin business day) GP will pay such funds to the partners who are entitled to such funds as confirmed by you or in accordance with such court order. 1.6 You acknowlede that some of the services to be provided by GP and Member hereunder may be provided by third parties. You aree that except for your riht to utilise such services in connection with the Areement, you acquire no riht, title or interest in any such services. You further aree that you have no contractual relationship with any third party providin services under the Areement and that you are not a third party beneficiary of any areement between GP or Member, as applicable, and such third party. You may not resell the services of any third party providin services under the Areement to any other party. 2 Transaction Types Set out below is an explanation of the different types of transaction you may be authorised to undertake pursuant to the Service Schedule. Card Present (CP) CP transaction means any transaction where the card and cardholder are physically present with you at the time of the transaction and where you can evidence the presence of the card tendered either by chip read, card swipe throuh an electronic terminal or by imprint of the card usin a fallback paper voucher and includes the followin types of transaction: sale transactions for the purchase of oods or services purchase with cashback (Debit Card only) transactions for the purchase of oods or services toether with the provision of cash. Card Not Present (CNP) CNP transaction means any transaction where the card and cardholder are not physically present with you at the time of the transaction and includes the followin types of transaction: mail/telephone/facsimile transactions conducted by post, facsimile, telex, telephone or any other similar form of communication recurrin transactions (certain card types only) where the cardholder ives you authority to chare fixed or varyin amounts at intervals (whether specified or not) to his/her card and includes subscriptions, membership renewals and reular premiums internet transactions via computer networks includin the internet. 2

5 CP Or CNP Some transactions can be either CP or CNP transactions. These include the followin types: pre-payments transactions where the whole value or part value of the transaction is made prior to the provision of oods or services currency transactions in any currency other than sterlin which GP authorises in writin to you refunds a refund of a sale you have previously undertaken. Refund transactions can only be made on the card used in the oriinal sale other transactions there are other types of transactions which GP may approve in writin to you. These currently include: bureau de chane transactions under which you provide forein currency or travellers cheques to cardholders dynamic currency conversion payments allows you to offer your non-uk cardholders the ability to purchase oods in their home billin currency, subject to your written areement of specific additional terms card activated transactions transactions throuh a Cardholder Activated Terminal (CAT) operated by the cardholder independently of you. status checks (zero value) allowin you to validate a customer s account. 3 Other Terms Explained Prior to us providin a card processin service for you, you will have sined either a set of Commercial Terms (if you sined before 1 July 1999) or a Service Schedule (if you sined on or after 1 July 1999). Some of the terms set out below are used in the Commercial Terms and some in the Service Schedule. However, not all of the definitions may apply to both documents. Card Schemes means Visa, MasterCard, or any card association or oranisation applicable hereunder, includin any parent, affiliate, subsidiary, or successor, of any of them Creditin Timescales means the number of workin days (meanin Monday to Friday excludin public holidays) after transaction data was submitted electronically (or a fallback paper voucher is received by GP) in which we aim to credit your bank account. Timescales, however, cannot and are not uaranteed Chareback means an unpaid transaction which is returned to GP by a card issuer (usually because the transaction has been successfully disputed by the cardholder, has not been properly authorised or there is a processin irreularity) and which GP may debit to you. Further details of the circumstances in which a Chareback may arise and related procedures can be found within the Merchant Operatin Instructions Fallback Limit means the value of individual transactions above which authorisation is required if you have experienced an unsuccessful chip read (PIN verification), card swipe, key entry or terminal failure and have to use fallback paper vouchers as set out in the Service Schedule for the type of transaction in question this is currently zero ( 0.00) Floor Limit means the value of individual transactions above which authorisation is required as set out in the Service Schedule for the type of transaction in question HSBC Group means HSBC Holdins plc, its subsidiaries, associated and affiliated companies, and, for the avoidance of doubt, does not include GPUK LLP Merchant Operatin Instructions means the uide issued by GP, which provides the operatin instructions and procedures for utilisin this service Minimum Adjustment Fee means the minimum amount of Service Chares payable by you per outlet in any month as set out in the Service Schedule Service Chares mean the chares payable by you to GP set out in the Service Schedule Service Schedule means (whichever of) the Service Schedule or the Commercial Terms you have sined most recently, which may have been amended by GP from time to time in accordance with the Areement The UK Cards Association (formerly the Association for Payment Clearin Services (APACS)) means the United Kindom trade association for payments and for those institutions that deliver payment services to customers. 3

6 4 Acceptance Of Cards 4.1 The types of card which you may accept are set out in the Service Schedule. Examples of these cards are: MasterCard, Visa, Maestro, Visa Electron, V PAY, Visa Debit and Debit MasterCard. 4.2 For each transaction that you process you must follow all the relevant steps and procedures described in the Areement (or contained in the Merchant Operatin Instructions, notices, uides, or the Card Scheme Rules). All Transactions 4.3 If you have been authorised to undertake any specific type of transaction you are automatically authorised to provide refunds of such transactions. You must only refund transactions to the card used for the oriinal transaction. 4.4 If properly tendered, you must accept all cards you display the loos of and as detailed in the Service Schedule without discrimination for all of the oods and services you supply. 4.5 You must not undertake transactions for anythin other than the enuine purchase of oods and services you supply. 4.6 You must evidence the presence of the card tendered, except for CNP transactions, either by chip read, card swipe throuh an electronic terminal or by imprint of the card usin a fallback paper voucher. 4.7 You must obtain authorisation of all transactions above the relevant Floor Limit or as GP otherwise requires in the Areement. Authorisation can only confirm the availability of credit limit or funds and that the card in question has not been reported as lost or stolen at the time of the transaction. Obtainin an authorisation does not uarantee payment. If an authorisation is not ranted, you must not continue to process the transaction. You must not spread the value of the sale over more than one card or split the sale into smaller amounts. 4.8 A different price from the cash price may be chared for transactions by credit and debit cards but any pricin differential must be clear to your customers before payment is made. If you choose to surchare for acceptin cards then such chares must bear a reasonable relationship to your cost of acceptin those cards as a method of payment. In addition, if you intend to surchare, then you must display prominently at the point of sale both the intention to surchare and the surchare amount or basis of its calculation, such that the cardholder is aware of this information before makin their choice as to method of payment. 4.9 You must not impose any minimum or maximum transaction values You must not discriminate aainst the use of cards in any other way You must not accept transactions relatin to oods or services which fall outside the description of your business as stated in the Service Schedule without our prior written areement You must not accept transactions or present transaction data for processin which are not undertaken directly between you and the cardholder You must not process transactions on behalf of a third party, whether another person or business You must not accept any type of transaction without our specific prior written areement either as shown in the Service Schedule or as provided separately You must only undertake transactions usin terminals or fallback imprinters located within the United Kindom, Channel Islands and the Isle of Man. 4

7 4.16 You must ensure that cardholders are aware that you as the Merchant are responsible for the submission of the transaction and the supply of any oods or services provided Where you have suspicions of the enuineness of a transaction, you have the riht to request additional support information, sufficient to address your concerns. If this information is not forthcomin or is considered unsatisfactory, you should not proceed with the transaction You must clearly inform the cardholder of your identity and how they may contact you. You must provide sufficient contact information to your cardholder, i.e. reistered name, tradin name(s), tradin address, postal address, contact telephone number(s) and web address You warrant and represent to GP and Member: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by you for the amount shown on the sales slip as the total sale and constitutes the bindin obliation of the cardholder, free from any claim, demand, defence, set-off or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will describe the oods and services which have been sold and delivered to the cardholder or delivered in accordance with his instructions as required by the Card Scheme Rules; (c) that you will comply fully with all laws, rules and reulations applicable to your business; (d) that you will fulfil completely all of your obliations to the cardholder in respect of the oods and services provided by you and will resolve any customer dispute or complaint directly with the cardholder; (e) that the sinature on the sales slip will be enuine and authorised by cardholder and not fored or unauthorised; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the Areement, the provisions of the Merchant Operatin Instructions and the Card Scheme Rules, as amended from time to time; () that none of the sales transactions submitted hereunder represent sales by telephone, mail order or internet, or where the card is not physically present and processed directly throuh your terminal, unless you are specifically authorised in writin by GP to submit such sales slips for purchase; (h) that, without limitin the enerality of the foreoin, each sales transaction submitted hereunder and the handlin, retention, and storae of information related thereto, will comply with the Merchant Operatin Instructions, any notices or bulletins notified to you, and Card Scheme Rules related to information security, includin without limitation Payment Card Industry (PCI) Data Security Standard (DSS), Visa s Account Information Security Proramme and MasterCard s Site Data Protection Proram (all as amended from time to time), and (i) that all of the information contained in the Areement (includin the Service Schedule) is true and correct. In the event that any of the foreoin warranties or representations is breached or we have a ood faith basis to believe that any of the foreoin has been breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and chared back to you. Card Not Present Or CNP Transactions 4.20 You may accept CNP transactions only if authorised in the Service Schedule or as provided separately in writin These Terms of Service and the Merchant Operatin Instructions contain uidelines for processin CNP transactions, but undertakin such transactions will be solely at your commercial risk, reardless of whether or not any request for authorisation or other enquiries have been made to us or if an authorisation has been received. You must only sell oods and services as set forth in your merchant application which must be consistent with other documentation supplied by you to customers, e.. brochures, advertisin, etc There are no uarantees that any CNP transaction will be honoured or that GP will not exercise its Chareback or other rihts of reduction or set-off under the Areement in relation to such a transaction. Internet Transactions 4.23 If GP has iven you its prior written areement specifically for undertakin internet transactions either as shown in the Service Schedule or provided for in writin separately, you may accept internet 5

8 transactions. As internet transactions are types of CNP transactions, clauses 4.20 to 4.22 will also apply to internet transactions All internet transactions must be authorised and all authorisations and transactions must have the appropriate Electronic Commerce Indicator ("ECI") flas. Failure to do so could result in fines bein levied by Card Schemes for which you will be liable and you aree to pay The Card Schemes may mandate from time to time that certain merchants/business sectors must use MasterCard SecureCode/Verified by Visa or any other security protocol and you must implement these protocols if GP advises you to do so in the timescales requested All internet transactions that have been authenticated usin MasterCard SecureCode or Verified by Visa must have the Universal Cardholder Authentication Field (UCAF) fla for MasterCard SecureCode and the Cardholder Authentication Verification Value (CAVV) for Verified by Visa within the transaction messae. This is the measure that MasterCard and Visa use to identify whether a transaction has been SecureCode/Verified by Visa authenticated or not If you choose a Payment Service Provider ("PSP") to process card transactions on your behalf GP must ive its prior written approval and they must be accredited and reistered by GP. After GP has done so, you must not use another PSP, terminate your arranements with the approved PSP, or chane the terms upon which you deal with the approved PSP without GP s prior written areement You aree to pay any testin and accreditation costs incurred by GP in connection with approvin your PSP s solutions You authorise your PSP to pass to GP, and authorise GP to obtain from your PSP, such information as GP may require in order to provide authorisation for transactions and process payments GP stronly recommends that you implement a suitable fraud manaement system, either directly or via a PSP. Should you do so, it is your responsibility to correctly implement and maintain the fraud manaement system You acknowlede that, at all times, your PSP is actin as your aent and you are responsible for all acts and omissions of your PSP. You aree to indemnify GP and Member aainst any losses, Card Scheme fines or chares, damaes or liability that GP and/or Member may suffer as a result of actin on your PSP's instructions. You remain fully responsible for payin any fees chared by your PSP and under no circumstances will GP or Member collect these for the PSP or remit them to the PSP before makin payment to you You must maintain your website to ensure you do not advertise or accept orders for oods or services on your website that you are not able to supply. Furthermore, the information referred to in clause 4.18 must always be available and correct. If you are unable to supply oods or services ordered, you must offer an immediate refund. GP may, at its sole discretion, enerate such refunds itself if you do not do so within a reasonable time You must securely retain evidence of the cardholder's authority to debit the amount of the payment made over the internet in case there is any dispute with the transaction You, or any PSP actin on your behalf, must implement such security measures as GP, Member or the Card Schemes require, as you will be liable for any scheme chares, penalties or fines incurred by GP, Member or you due to any failure by you or by any PSP actin on your behalf to implement any such measures On your website, you must display your consumer data privacy policy, security capabilities, and policy for transmission of payment card details, and the address of your permanent establishment. 6

9 Currency Transactions 4.36 If GP has iven you its prior written areement specifically for undertakin currency transactions (either as shown in the Service Schedule or as provided for separately) you may accept payment in those currencies You must only undertake currency transactions within the United Kindom (includin the Channel Islands and the Isle of Man) and only in a currency which GP has specifically areed to in the Service Schedule or separately in writin You can choose to have your currency transactions credited directly to a nominated currency account or to your sterlin account. You will need a forein currency account at HSBC Bank for each currency you wish to receive credits in. MasterCard and Visa daily spot exchane rates for that day plus a variable marin will apply for all conversions. Details of the conversion chare and any subsequent chanes will be notified where applicable. Transaction amounts will be converted on the day the transaction is processed. Chares will be converted on the date of calculation (usually the last workin day of the month). If you request, GP will provide you with further details of the applicable exchane rate. 5 Your Obliations To Supply 5.1 You must be licensed, reistered or otherwise leally entitled to supply all oods and services you accept payment for by card in all jurisdictions in which you supply them. 5.2 You must supply the oods and services which have been paid for by a card in accordance with the terms of your areement with the cardholder. You must accept and process all transactions lawfully and in ood faith. 5.3 You must not advertise or attempt to sell any product that is illeal either in the UK or in the cardholder s country of residence. 6 Equipment And Materials 6.1 You must keep securely in your possession all equipment and materials supplied by GP and maintain them in ood condition. This includes fallback paper vouchers, terminals and imprinters. 6.2 You must display prominently at your premises the latest promotional material supplied by GP includin the loo for each type of card that you are permitted to accept. You must remove any such promotional material upon termination of the Areement or earlier upon GP s request. You must submit to GP all your promotional or sales material which refers to GP or Member or any card type for GP and Member's prior approval. 6.3 If you use any terminals in relation to transactions, they must either be supplied by GP or approved by GP. For the avoidance of doubt, terminals shall be held to include any related equipment, for example PIN pads and contactless readers. 6.4 Where GP has rented any terminals to you pursuant to a Terminal Rental Areement, the terms and procedures for the installation and maintenance of such terminals and applicable fees are set out in such areement. You should read the Terminal Rental Areement carefully as this is a separate leal areement subject to its own terms on which we intend to rely. However, if GP has rented terminals to you and the supply of any of those terminals is not overned by a separate written areement between you and GP, then clauses 6.5 to 6.17 (inclusive) shall apply in respect of those terminals. You also aree to follow any additional instructions contained in the Merchant Operatin Instructions. 7

10 6.5 The rented terminals will continue to be owned by GP and you must keep them in your possession and under your control at all times. If the terminals are returned to GP but the Areement has not been terminated in accordance with its terms, the Minimum Adjustment Fee will continue to be chared until such time as the Areement terminates. You must not sell, assin, mortae, chare, sublet or otherwise dispose of or deal with any terminal or any interest in it or attempt to do so. Furthermore you must not do or cause to be done anythin whereby GP s rihts as owner may be prejudicially affected. 6.6 You must ensure that the terminal is installed within one (1) month of delivery. If you do not install your terminal within one (1) month, you may be subject to a non-installation chare of 150. If you wish to uprade your GP terminal to a different model, a set-up and administration fee may apply. GP will provide details of the applicable chare on request. 6.7 You must inspect each terminal after it has been received and aain after it is installed. Unless you ive GP written notice within seventy-two (72) hours of receipt and/or installation, as applicable, specifyin any defects in the terminals it shall be presumed that they are in ood condition, except for latent defects not apparent on inspection or upon installation and testin. 6.8 If GP has areed in writin to install your terminal(s) and is unable to ain access to your premises to install the terminal(s) at a pre-arraned time, you will, without prejudice to any other remedy, reimburse GP for the cost of the aborted installation. GP may also make a chare (at its standard rates applicable from time to time) for repair or replacement of the terminals if you have damaed them and you must bear all associated costs if GP instructs you to return a terminal. Failure to return a terminal as indicated will result in a chare equal to the full replacement value of a terminal. 6.9 You must allow GP s employees or contractors access to your premises at all reasonable times for any purpose connected with the installation, inspection, removal, uprade or maintenance of the terminal(s). However, by rantin this riht of access, we do not have an obliation to do so You will be responsible for all loss or damae to the terminal(s) other than loss or damae arisin as a result of our default, advisin us immediately if the terminal(s) are lost, destroyed, stolen or rendered inoperative. You will insure them accordinly on an all risks basis to their full replacement value as notified by GP. You will procure that our interest is noted on the policy and provide us promptly with evidence of cover on request Mains powered terminals (includin base units that support portable terminals) must be plued into a 13amp socket no more than 1.5 metres away. Power to the terminal must be a continuous 24 hour clean supply and should not be disconnected under any circumstances unless you have obtained GP s written areement that your terminal can be used occasionally or seasonally, in which case, you must, when requested by GP, connect the terminal to enable a maintenance call and/or software download. If your terminal is disconnected from the power supply/phone line, maintenance and downloads may not be completed. Battery powered terminals (includin portable and mobile terminals) must be returned to their base/charin units to rechare their battery. To ensure full battery power, the battery should be fully chared overniht Desktop and portable terminals should be permanently connected to a dedicated two way analoue telephone line via a socket no more than 1.5 metres away from the terminals. Mobile terminals require a GPRS sinal for use. The terminal should be easily accessible for maintenance and should be kept in an operatin environment of 0 C to 40 C and with a humidity of 15% to 90% at 25 C and noncondensin Once the terminal has been installed you must obtain GP s prior written areement before replacin, removin or relocatin it. In the case of GPRS/mobile terminals, day to day relocation is permitted as part of business as usual use. You will be liable for the cost of makin chanes in the telecommunications set up includin equipment sharin the telephone line with the terminal, or the addition of a switchboard throuh which the terminal must operate. 8

11 6.14 If GP has areed in writin to install your terminal(s), you must ensure that all staff are available for trainin on the day of installation. Thereafter, you must make sure that all staff are adequately trained in the operation of the terminals We reserve the riht to chane the confiuration of the terminal at any time. You must co-operate with us as necessary in relation to any such chane. You are oblied to cooperate with any terminal replacement or uprade prorammes if terminal becomes obsolete or no loner complies with Card Scheme Rules, which will be notified to you in writin by GP Neither GP nor Member shall be liable to you for any loss resultin from any breakdown of or fault in any terminal. GP and Member shall have no liability in respect of any representation, warranty, condition or statement in relation to any terminal or otherwise, unless it is expressly set out in the Areement. All warranties, conditions or liabilities implied by law or otherwise in respect of defects in terminals supplied to you, includin warranties as to quality or fitness for purpose of any terminal or for damae or loss (but save for death or personal injury caused by our nelience of default) resultin from such defects, or from any work done in connection with them are hereby excluded If you have purchased the maintenance/help desk service hereunder for your terminals, you will promptly notify GP of any equipment malfunction, failure or other incident resultin in the loss of use of the equipment or need for repair or maintenance, whereupon GP will make the necessary arranements to obtain required maintenance. You are responsible for shippin costs. You must not attempt to carry out any maintenance on the Terminals, without instructions to do so from us and you shall cooperate with GP in its attempt to dianose any problem with the terminal. In the event your terminal requires additional Software, Merchant is oblied to cooperate and participate in a dial in down line load procedure. With respect to any item of equipment rented to you by GP, Merchant will not be liable for normal wear and tear, provided, however, that you will be liable to GP in the event that any rented item of equipment is lost, destroyed, stolen or rendered inoperative. GP may make a chare at its standard rates, applicable from time to time, for repair or replacement of the terminals if you have damaed them and you must bear all associated costs if GP instructs you to return a terminal. You will indemnify GP and Member aainst any loss arisin out of damae to or destruction of any item of equipment provided hereunder for any cause whatsoever. You also aree to hold harmless and indemnify GP and Member for any costs, expenses, and judments either GP or Member may suffer, includin reasonable leal fees, as a result of your use of the equipment provided hereunder Clauses 6.19 to 6.25 (inclusive) shall apply to all terminals used by you in connection with the Areement (whether or not rented to you from GP) If your business uses a switchboard you must provide GP with a contact name and phone number for the switchboard maintenance company in the event of any problem relatin to the operation of the terminal throuh the switchboard. The terminal must not share a telephone line with an alarm or payphone or where you have call divert or call waitin services Terminals must be confiured to reflect the cards you are authorised to accept and their respective Floor Limits. Any terminals GP rents to you will be confiured by GP. If areed in writin, your terminal can be confiured to accept non-standard card types, for example, American Express, Diners etc. GP will aree with you the types of card the terminal can accept and the relevant chare payable per transaction. The terms on which such card transactions are processed and your account is credited will be dealt with in your card processin areement(s) with the issuer(s) of such card(s). For the avoidance of doubt, althouh GP will pass the transaction details on to the relevant card issuer, (for example, American Express, Diners), GP will not credit your bank account with the value of the transaction. The card issuer will credit you by whatever method you have areed. GP and Member will not be liable in any way for any loss, costs or expenses incurred by you or any third party in connection with or arisin from the undertakin, processin or transmission of such transaction details, except that GP will pass on the transaction details to the relevant card issuer within the timescales set out in clause 9.1. If GP becomes aware that GP has failed to do this, GP will immediately re-transmit the transaction details and, if you request, will make immediate efforts to trace the transaction and notify you of the outcome. 9

12 6.21 You must indemnify GP and Member aainst all costs, damaes and expenses arisin from the corruption of, or any damae to, a card or data of any kind and for any inaccuracy or defect in a terminal or data arisin as a direct or indirect result of any breach of your obliations under the Areement If you do not rent your terminals from GP, you must ensure that your card acceptance systems (includin any part provided by a third party) operate in accordance with the followin documents which have been issued to you or any amended or reissued versions of these which shall also be issued to you: functional specification for EFTPOS Systems this outlines GP s requirements for the functionality of your system technical specification for EFTPOS Systems this outlines the protocols which GP supports from time to time. Additionally, GP may require, for reasons of fraud prevention or otherwise, that you install specific terminal functionality which will be notified to you in writin by GP The successful transaction submission and/or pollin of a terminal is your responsibility. If your transactions are not submitted/polled from your terminal in a timely manner within three (3) days of the date of transaction, you will be liable for any costs incurred. Examples of these costs include those associated with Charebacks, costs relatin to late presentation or loss of interest. Costs will vary dependin on individual circumstances. If a successful end of day report is not received, you must contact GP immediately If you use a terminal to process card transactions, whether rented from GP or a third party, you aree to maintain in workin order an imprinter in case of terminal failure, telephone line fault or disruption to your power supply. You may purchase an imprinter from GP for such fallback purposes. If you choose not to have an imprinter supplied by GP, you will need to supply your own from an alternative source. If you do not obtain your own imprinter, you will be unable to accept card payments if your terminal fails to operate. Please ensure you retain an adequate supply of paper fallback vouchers and your imprinter is readily available GP and Member will not be liable in any way for any loss, costs or expenses incurred by you or any third party in connection with outoin calls made by your terminal includin any calls for: monthly maintenance downloads to uprade software/functionality takin transactions/makin authorisations. Note: Card Scheme updates can take up to two (2) hours to complete usin a non-eoraphic number (such as 0870 or 0871) to GP s terminal supplier(s) You acknowlede that any equipment provided under the Areement or any Terminal Rental Areement is embedded with proprietary technoloy ("Software"). You shall not obtain title, copyrihts or any other proprietary riht to any Software. At all times, GP or its suppliers retain all rihts to such Software, includin but not limited to updates, enhancements and additions. You shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse enineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. Your use of such Software shall be limited to that expressly authorised by GP. GP s suppliers are intended third party beneficiaries of the Areement to the extent of any terms herein pertainin to such suppliers ownership rihts and such suppliers have the riht to rely on and directly enforce such terms aainst you. 7 Charebacks, Retrieval Requests And Suspicious Transactions 7.1 In certain circumstances, card issuers are entitled to refuse to settle a transaction undertaken and 10

13 processed by you and presented to them by GP. Some examples of these and certain related procedures are set out in the Charebacks section of the Merchant Operatin Instructions. Any such list of examples is not exclusive and does not limit the enerality of this clause. If a cardholder disputes a transaction, if GP receives a retrieval request or a returned transaction from the card issuer, if GP believes a transaction to be suspicious, questionable, not enuine or otherwise unacceptable, or if GP reasonably believes that any of the warranties and representations set forth in clause 4.19 are untrue, or if GP otherwise reasonably believes it will be liable to future Charebacks in respect of your accounts, GP will immediately be entitled to ive instructions to your financial institution to debit your nominated bank account, to withhold such amounts from payments otherwise due hereunder and pay such amounts into the account which GP holds in respect of you in its books and records in accordance with clauses 1.5, 11.6 and/or 19, or to otherwise recover from you by any other means the amount paid by GP to you in respect of that transaction. For the avoidance of doubt, this means that GP may, in such circumstances, pay any amount otherwise due to you into a Reserve Account (as described in clause 19). GP reserves the riht to enerate a refund on your behalf to any cardholder for any reason without your authorisation. You understand that obtainin an authorisation for any sale shall not constitute a uarantee of payment and that such transactions can be returned or chared back to you. You acknowlede and aree that you are bound by the Card Scheme Rules with respect to any Chareback. You further acknowlede that you are solely responsible for promptly providin GP with any available information in respect of any of the above circumstances or to re-present a Chareback and that, reardless of any information you provide or do not provide GP in connection with a Chareback, or of any other reason, you shall be solely responsible for the liability related to any Charebacks. If any such amount is uncollectible throuh withholdin from any payments due hereunder and payin such amount into any account which GP holds in respect of you in its books and records or throuh charin your account(s), you shall, upon demand by GP pay GP the full amount of the Chareback. GP reserves the riht to make an administrative chare in respect of the processin of any Chareback or retrieval request hereunder and you aree to pay such chares. 7.2 The rihts of GP under this clause will not be affected by any arranement entered into between you and the cardholder. 8 Service Chares And Floor Limits 8.1 In consideration of the services to be provided by GP under the Areement, you must pay GP the Service Chares set out in the Service Schedule, Service Schedule Appendix A and Interchane Differential Fees (IDF) table on demand. GP may chane the Service Chares by notifyin you in writin (pursuant to clause 20.3 or by inclusion in a messae on your invoice or in one of GP s reular publications) at least two (2) months before the chane takes effect. Where GP exercises its riht to chane the Service Chares, you will be deemed to have accepted the chane and it will take effect automatically in accordance with the notice provided by GP unless you tell GP that you do not accept the chane before it comes into effect. If GP exercises its riht to chane the Service Chares, you have the riht to terminate the Areement immediately without chare before the chane comes into effect. If you notify GP before the chane comes into effect that you do not accept the chane GP will treat this as notice from you to terminate the Areement and there will be no chare for this. All such chares and all other payments to be made by you under the Areement are, unless otherwise stated, exclusive of VAT and any other relevant taxes. All payments to GP under the Areement must be made in sterlin. IDF tables are provided to you as a uide only and are correct at the time of publishin. These fees are subject to Card Scheme chanes and can be amended without prior notification. 8.2 GP and/or, where permitted under clause 8.8, the Member shall be entitled to ive instructions to your financial institution to debit your nominated bank account(s) or debit any account which GP maintains for you in its books and records for the items listed below. Where amounts are shown on the invoices sent to you under clause 10 below, those invoices will constitute demands made by GP for the payment of those amounts: set-up chares and fees the areed Service Chares for all transactions processed by you 11

14 other fees as areed on the Service Schedule Appendix A any terminal rental toether with any other sums payable by you under your Terminal Rental Areement or clause 6 of this Areement any chares for tally rolls or other stationery (includin manual imprinters) ordered from GP the amount of all refunds made by you (or GP on your behalf) to cardholders areed pollin chares any overpayments made by GP or Member any sums chared back to you under the Areement or due pursuant to clause 7 (includin administration fees in connection therewith) all sums GP is authorised to debit from your account under clause 11 chares, penalties, fines, fees, costs or expenses and interest thereon as provided in clause 8.5 or otherwise in accordance with this Areement any sums for failure to comply with Card Scheme requirements accruals in anticipation of expected penalties any applicable PCI or other non-compliance chares any sum payable under clause 13.4, 13.5 or 14.4 any amounts to be held in a Reserve Account (as described in clause 19) account manaement fees VAT and other relevant taxes chares for urent courier deliveries enineer chares all other sums payable by you under the Areement. If any type of overpayment to you or other error occurs, you hereby authorise either GP or the Member to debit or credit your account accordinly. If your account does not contain sufficient funds, you aree to remit the amount owed directly to GP or the Member within three (3) days of demand. You aree not to, directly or indirectly, prevent, block or otherwise preclude any debit by GP, the Member or your financial institution to your bank account which is permitted hereunder. 8.3 GP may vary your Service Chares from time to time in accordance with clause GP may vary your Floor Limits for reasons includin, but not limited, to the followin: to try to prevent fraud as a result of any Card Scheme initiative or chane in Card Scheme Rules. GP will usually contact you (pursuant to clause 20.3 or by inclusion in a messae on your invoice or in one of GP s reular publications) at least one (1) month prior to the effective date of the chane. In exceptional circumstances, however, GP may ive you less notice than this or GP may vary Floor Limits without lettin you know beforehand. Exceptional circumstances may include but are not limited to matters where GP suspects fraud or to prevent fraud. If GP does chane Floor Limits without lettin you know beforehand we will contact you as soon as practicable and in any event within one (1) month of the effective date of the chane. 8.5 If GP or Member incur additional fines, penalties, fees, chares, costs or expenses imposed on GP or Member by any Card Scheme or any other third party as a result of: you breachin the Areement in any way, or the volume of Charebacks which arise in respect of transactions accepted by you, or the failure by you or your PSP or any other supplier used by you to implement systems or procedures desined to reduce fraud or to protect cardholder data, or non-compliance with Card Scheme Rules, or, any other action or omission of yours, you aree to reimburse GP or the Member, as appropriate hereunder. GP reserves the riht to chare an administration fee dependent on the circumstances in addition to any reimbursements and you hereby aree to pay such amount. 8.6 If in GP s opinion, or that of any Card Scheme, a disproportionate level of Charebacks arise in respect 12

15 of transactions undertaken by you GP reserves the riht to make an administrative chare in respect of the additional work this entails and you aree to pay such chare. Chares may vary dependin on the circumstance (for example, Card Scheme, number of Charebacks) and details are available on request. 8.7 Without prejudice to any other riht GP may have, if you fail to pay any amount under the Areement when due, you must pay interest on the overdue amount at a rate of 2% per month from the due date for payment until payment is received and may also be chared a late payment fee of 40 per overdue payment. 8.8 GP or the Member may set-off or combine any liability (whether it is actual or continent) that you may have to GP or the Member under this Areement aainst any amount owin by GP or the Member to you (whether or not in connection with this Areement). The rihts stated herein are in addition to any other rihts GP or the Member may have under applicable law. 9 Credits And Debits To Your Bank Account 9.1 Subject to clauses 6.20, 7.1, 8.8, 11.6, 13.5 and 19 GP will (unless otherwise provided in the Areement) credit your bank account with the value of all transactions presented by you provided: the transaction data is in the form that GP specifies you are permitted to accept such transactions under the Areement you have complied with all of the other terms of the Areement, the Merchant Operatin Instructions, any notices or newsletters, and the Card Scheme Rules. Availability of any such funds shall be subject to the procedures of the financial institution at which your nominated bank account is held. GP will submit details of transactions presented by you in accordance with this Areement and the Merchant Operatin Instructions to the relevant card issuer (via the relevant Card Scheme) to request payment on the day on which GP receives your payment order. For this purpose, the date GP receives your payment order will be: where you rent a terminal from GP, the date on which the host system releases your stored transactions for processin as set out in the Merchant Operatin Instructions where you or your Payment Service Provider submit your transaction details directly to GP by file transfer, the date on which the file is submitted where you use fallback paper vouchers and post them to GP, allowin for postae, it will typically take a further workin day from the date of receipt for the payment order to be input. If GP receives your electronic payment order on a day which is not a business day, or after 6 am on a business day, then your payment order will typically be treated as bein received on the followin business day. For fallback paper vouchers, where these are delivered to our Leicester office after 3.30pm, then your payment order will be treated as bein delivered on the followin business day. Amounts received by GP from card issuers by way of settlement of transactions submitted by you will be held to your account in the books and record of GP on the same business day as the settlement funds are received by GP. Payment will be made by the Member in accordance with the Service Schedule areed between you and GP. You instruct GP to pay such amounts from the payment account which GP holds in respect of you in its books and records as follows: firstly, in payment of amounts due to GP in accordance with this Areement or as set out in invoices which GP has sent to you in accordance with this Areement which are not paid (or scheduled to be paid) by Direct Debit 13

16 secondly, in payment of amounts to be paid into your Reserve Account maintained in accordance with clause 19 in accordance with this Areement thirdly, amounts placed into an account which GP holds in respect of you in its books and records in accordance with clauses 1.5, 7.1 and/or 11.6, and the balance to be paid into your bank account maintained in accordance with clause 9.2 and the Service Schedule areed between you and GP. Payments into your nominated bank account will be made Monday to Friday excludin public holidays but is dependent on the card issuer. 9.2 You must maintain a bank account with a financial institution acceptable to GP for the purpose of receivin payments due from GP and/or Member. Any bank account to which credits are made hereunder must be in your name. We shall be entitled to debit from that account any sums payable by you to either GP or Member and you will maintain with your financial institution an instruction to effect all such debits after the Areement has ended for any reason. You confirm to Member (or such other financial institution) that it may act on any instructions that GP may ive Member (or such other financial institution) to so debit the account. 9.3 Except as set forth in clause 4.38, you must ive GP at least one (1) months notice in writin if you intend to chane the account referred to above or any substitute account. Any account chane is subject to GP s approval. If you chane your nominated bank account to another financial institution, GP will require you to authorise the new financial institution by way of a Direct Debit to make payments due to GP under the Areement. If clause 4.38 is applicable, you must receive GP s prior written consent prior to makin any chanes to the forein currency nominated bank account in accordance with that clause. 9.4 It is your responsibility to reconcile entries on your nominated bank account(s) and to notify GP of any differences/errors without any undue delay but in any event within thirteen (13) months of the date of the transaction. In no event will either GP or Member be liable for any failure to make a payment transaction which is not reported in writin to GP within thirteen (13) months of such failure, unless we have failed to provide you with, or make available to you, the invoice detailin such transaction in accordance with this Areement. You expressly waive any such claim that is not brouht within the time periods stated herein. 10 Information From Global Payments GP will provide you with, or make available to you, invoices showin the amount of chares and other sums due to be paid by you to GP under the Areement includin any VAT and any other relevant taxes. Such invoices will be provided in accordance with GP s then current practices reardin delivery of invoices, but GP will provide such invoices at least once a month in electronic and/or paper format. Where a paper invoice is specifically requested, a chare may apply as set out in the Service Schedule Appendix A. 11 Information From You 11.1 You must provide GP with details of all transactions in the form and by the methods described in the Areement or as otherwise notified by GP. You must not present or allow anyone else to present to GP more than one set of transaction data for each transaction You must retain in a secure place leible copies of all transaction vouchers, terminal tally rolls, invoices, merchant copy receipts or equivalent documentation. All documents must be kept for at least five (5) years from the date of the delivery of oods or completion of the service provided (or for such loner period of time as may be required by the Card Scheme Rules, by law, or by GP as specifically requested in writin in individual cases) and you must provide GP with copies on request. After seven (7) months 14

17 you may transfer all this information to processed/scanned imaes if you prefer, subject to GP s prior written approval. The processed/scanned imaes must then be securely stored for the remainder of the five (5) year period (or for such loner period as described above). If the information is held in electronic format, it will need to comply with any Card Scheme security requirement, includin but not limited to, the Payment Card Industry Data Security Standard (PCI DSS) requirements If requested you must provide GP or Member with evidence acceptable to us of any transaction includin (without limit) the documents listed in clause 11.2 and any other evidence of the cardholder s authority to debit his/her account with the amount of the transaction which GP requests If requested, you must provide GP with such financial statements, business plans, audited accounts, manaement accounts, sales and purchase invoices, and other information concernin Merchant, its owners, principals, partners, proprietors or its affiliates that GP may from time to time request in order to assess your financial position. From time to time, GP may contact you to undertake a review of your card processin facility and the risk associated with that facility. You must cooperate with GP or its employees or contractors in that review. GP, or its duly authorised representatives, may examine your books and records, includin records of all transactions hereunder and proof that you are in compliance with the Areement, the Merchant Operatin Instructions, and the Card Scheme Rules. You aree that GP may seek injunctive relief with respect to your failure to furnish financial or other information upon request You must notify GP in writin of any chane in your circumstances which may affect your condition or status or ability to perform your obliations under the Areement includin, but not limited to, any chane of name, business name, tradin address, head office address, phone number, address, bank account, chane in products/services sold and any projection or forecast you have provided to GP. You must also notify GP if you cease to be a member of any trade association or affinity roup. You aree to provide GP with two (2) months prior written notice of your intent to (a) transfer or sell any substantial part (ten percent (10%) or more) of your total ownership interest or assets or to liquidate; (b) chane the basic nature of your business; (c) convert all or part of your business to anythin other than CP transactions (unless authorised in the Service Schedule or with our prior written authorisation) or; (d) accept advance payments or deposits. Upon the occurrence of any such event, the terms of the Areement may be modified to address issues arisin there from. A set-up and administration fee may apply to any amendments to your Areement due to a chane in leal entity. GP will provide details of the applicable chare on request You must provide such reasonable assistance as GP may require for the assessment of credit risk and the prevention and detection of money launderin or any other fraudulent or criminal activity. GP shall, if it sees fit, be entitled to suspend the processin of, or withhold payment of such amount(s) and pay them into any account which GP holds in respect of you, in its books and records or a Reserve Account established for you in accordance with clause 19, or, in the event GP has already credited your bank account, GP will be entitled to ive instruction to your financial institution to debit your nominated bank account with an amount equivalent to the value of any transaction pendin completion of our investiation, for instance where GP has reasonable suspicion of a breach of the Areement or money launderin or any other fraudulent or criminal activity. GP may retain such amount(s) until GP has concluded its investiations or until GP is reasonably satisfied that the transaction or transactions in question are no loner subject to Chareback rihts whichever is loner. You aree GP s fraud investiators may attend and have access to your tradin premises and business records without prior notification If you have a terminal you must process transactions electronically and may only use fallback paper vouchers in the event of terminal failure You must assist GP with any financial or reconciliation query by providin such transaction details and/or other documentation or evidence as GP requires. 15

18 11.9 You must notify GP if you chane the way you undertake or process transactions includin (without limit) acceptance at point of sale, authorisation method and method of submission to GP If you join a trade association or affinity roup for which GP offers preferential terms, you must inform GP in writin and, where relevant, provide a valid membership number in order to benefit from such terms Where you are oblied to provide information under this Areement to GP, in the absence of any specific time period, you will provide it promptly. 12 Chanes To Card Industry Reulations 12.1 The UK Cards Association and/or the Card Schemes may stipulate chanes to GP and/or card industry operatin reulations which apply to GP and/or all card processors in the UK such as, for example, point of sale procedures, terminal functionality or fraud prevention measures. In such circumstances GP will be entitled to vary the Areement in accordance with clause 1.3. The Card Scheme Rules and the UK Cards Association rules may be chaned immediately You must adhere to any chanes to your processin and tradin practices GP requests due to compliance prorammes introduced by Card Schemes and the UK Cards Association s chanes You must fully participate with any investiation required relatin to any processin issues you may have, whether identified by GP, yourself or other parties, and resolve the issues that are within your responsibility within the requested timeframe. GP reserves the riht to chare an administration fee in addition to any fine imposed and passed to you. Details of these variable chares will be notified where applicable. 13 Security Of Card Data 13.1 You must ensure that any card data permitted to be stored or processed by yourself or a third party on your behalf is held securely and in accordance with the Card Scheme Rules and the Merchant Operatin Instructions. Without limitin the enerality of the foreoin, you aree that you will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processin a transaction with that cardholder or attemptin to re-present a Chareback with respect to such transaction You aree to comply with and be bound by the Merchant Operatin Instructions and the Card Scheme Rules related to cardholder and transaction information security, includin without limitation, Payment Card Industry (PCI) Data Security Standard (DSS), Visa s Account Information Security Proramme and MasterCard s Site Data Protection Proram. You aree to cause any third party who handles card data on your behalf or provides you with services related to payment processin or facilitates your ability to accept credit and debit cards and who is not a party to the Areement to comply with and be bound by the Merchant Operatin Instructions and the Card Scheme Rules related to cardholder and transaction information security, includin without limitation, PCI DSS, Visa s Account Information Security Proramme and MasterCard s Site Data Protection Proram. In the event that you or a third party you are utilisin experience a security breach, any costs or fines will be your responsibility and payable by you as outlined in clause Where we mandate your PCI DSS compliance, we may apply a non-compliance chare if you do not achieve and/or maintain your PCI DSS compliance. We will advise you when this applies to you and the steps you can take to avoid the chare. Your failure to renew your PCI DSS compliance on an annual basis and/or provide quarterly scans as required, to affirm your continued compliance, will see the non-compliance chare reinstated without any further notice issued to you If it is identified that a data compromise can be traced back to your business you may be required to 16

19 appoint a third party forensic investiator. In such circumstances you will be responsible for bearin the direct and indirect costs relatin to any investiation and any subsequent chares relatin to achievin the appropriate level of PCI DSS compliance You aree to reimburse GP for any reasonable direct and indirect cost incurred from the fraudulent use of cards, where the source of compromise is identified as havin occurred at your premises. GP may obtain reimbursement by ivin instructions to your financial institution to debit your nominated bank account or by debitin any Reserve Account, or as otherwise provided for in this Areement. GP will provide written confirmation and a breakdown of specific costs incurred where this is applicable Storae of the followin information is prohibited after authorisation of the transaction: Card Verification Value (CVV) and Card Validation Code (CVC) contained in the card s manetic stripe CVV2/CVC2; the three diit number printed on the back of the card in or next to the sinature panel icvv/chip CVC contained in the manetic stripe imae in a chip application (Track 2 equivalent data) Full Track 2 data; i.e. the data held on the manetic stripe and/or the chip PIN Verification Value (PVV); PIN offset contained in the manetic stripe and/or the chip Except where GP has iven prior written areement, you must not disclose to any third party and must, at all times, keep secure from unauthorised access or disclosure any information relatin to: a cardholder or his or her transactions our business, the Merchant Operatin Instructions, any Card Scheme, the Card Scheme Rules, the UK Cards Association, or the Areement unless such disclosure is required by law or the relevant information is public knowlede (other than as a result of breach by you of this clause) You must not compile or use any lists of cardholders or card numbers or other information referred to in this clause 13, or any documents comprisin the Areement other than for the proper performance of your obliations or exercise of your rihts under the Areement You also aree to cooperate at your sole expense with any request for an audit or investiation by GP, Member, a Card Scheme, or a network oranisation in connection with cardholder and transaction information security. 14 Areement Term And Endin The Areement 14.1 You may, without ivin any reason, end the Areement with immediate effect at any time durin the first fourteen (14) days after sinin the Areement by written notice to GP provided you have not yet accepted any card transactions Thereafter, the Areement will continue for the fixed term (if any) shown on your Service Schedule. If there is no fixed term, the Areement will continue for an initial term of one (1) year. After the fixed or initial term, the Areement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended. You may ive written notice of not less than one (1) month to terminate this Areement In the event that GP breaches the terms and conditions hereof, you may, at your option, ive written notice to GP of your intention to terminate the Areement unless such breach is remedied within one (1) month of such notice. Failure to remedy such a breach shall make the Areement terminable, at your option, at the end of such one (1) month period unless notification is withdrawn Notwithstandin anythin to the contrary set forth herein, in the event you terminate the Areement in accordance with clause 14.2 or if GP ends the Areement in accordance with clause 14.6, where either 17

20 occurs within the first twelve (12) months of the Areement, then you shall pay GP 150 in respect of our reasonable administrative costs. Such amount shall be in addition to any other remedies available to GP Notwithstandin the foreoin, GP may terminate the Areement or any portion thereof upon two (2) months written notice to Merchant In addition, GP will also be entitled to end the Areement on two (2) months notice at any time and, pendin the termination of the Areement, suspend the provision of card processin services to you under the Areement with immediate effect by notice to you if: you are a partnership and the partnership ends you chane your bank account other than in accordance with clause 9 you (or anyone uaranteein your obliations under this Areement) are an individual and you die (in which case notice will be sent to your personal representatives) if you use a PSP/Internet PSP (IPSP) to process card transactions on your behalf and your areement with such provider terminates or GP considers that the terms are unacceptable or the PSP/IPSP has become insolvent or any step has been taken for its liquidation, bankruptcy, receivership, administration, dissolution or other similar event or if the PSP/IPSP fails to comply with any Card Scheme Rules, the Merchant Operatin Instructions, or any of our other requirements any PSP/IPSP you use or have used is found not to be compliant with Payment Card Industry Data Security Standard (PCI DSS) or any future proramme that comes into force you fail to follow any of the Card Scheme Rules, GP requirements, or the Merchant Operatin Instructions, or if you are not compliant with PCI DSS or any future proramme that comes into force control of you or your business chanes (or that of any uarantor of yours) there is any sinificant chane in the nature of your business (or that of any uarantor of yours) upon a material chane in your averae ticket or volume there is an unauthorised conversion of all or any part of your activity to anythin other than CP transactions or in the event GP reasonably deems itself insecure in continuin the Areement you have not submitted any transactions for processin for six (6) consecutive months and you have not notified GP in writin that your business is seasonal GP knows, believes or suspects that you are not licensed, reistered or otherwise leally entitled to supply oods or services for which you accept payment by card in any jurisdiction you supply them upon any misrepresentation by you or on your behalf anythin happens in relation to you (or any uarantor of yours) which leads GP or Member to the opinion that: it could damae GP s or Member's reputation or that of any Card Scheme it may or does ive rise to fraud or suspicion of fraud or other criminal activity it could experience losses in GP s opinion your ability or willinness to comply with the terms of the Areement is at risk includin any chane in the level or scope of your business activities or your financial condition any other merchant who is associated or affiliated with you or with any of your owners, principals, partners, proprietors, officers, shareholders, or manain aents is terminated by GP for any reason upon commencement of bankruptcy or insolvency proceedins by or aainst you or any uarantor has a receiver, administrator or liquidator appointed or enter into arranement or composition with creditors termination is requested or required by a Card Scheme. In the above, references to you include one or more of you where you are a partnership The endin of the Areement will not affect any actual or continent liabilities or claims of any party which accrue before the Areement ends includin, but not limited to, any liability on your part in respect of Charebacks or any other amounts due hereunder (even if such Charebacks or amounts come in 18

21 after termination). You must pay GP all amounts owed by you under the Areement and an acceptable nominated bank account with a financial institution must remain available for debitin such amounts for at least thirteen (13) months after the last transaction was processed and an appropriate Direct Debit must remain in place for that period If the Areement ends, you must promptly return to GP all equipment and materials supplied by GP at your expense. Failure to do so will result in a chare for that equipment or materials. Where GP has rented any terminal(s) to you pursuant to a Terminal Rental Areement, the term of the rental period may differ to the term on the Card Processin Areement. Unless we aree otherwise, the terms of the Terminal Rental Areement will be bindin and you will be liable to fulfil your leal contractual obliations therein. You should refer to the Terminal Rental Areement for further uidance Clauses 4.19, 4.22, 7, 8.2, 8.5 to 8.8, 9.2, 9.3, 11, 13, 14.7 to 14.9 (inclusive), 15, 16, 18, 19 and 20 of these Terms of Service will continue to apply followin the endin of the Areement for whatever reason. 15 Our Liability Neither GP nor Member shall be liable for failure to perform their obliations hereunder if such failure is due (directly or indirectly) to any abnormal and unforeseeable circumstances beyond such party s reasonable control where the consequences would have been unavoidable despite all commercially reasonable endeavours. Such causes or conditions shall include, but shall not be limited to, industrial disputes, the failure of any system, software or telecommunication link, acts of God or of the public enemy, acts of the Government in either its soverein or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortaes of labour or materials, freiht embaroes, unusually severe weather, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party s control. GP shall not be liable for any breach of this Areement where the breach is due to its obliations under the provisions of the laws of Enland or Wales or the European Community. The liability of GP and Member (collectively) for any loss arisin out of or relatin in any way to the Areement, includin but not limited to damaes arisin out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the services, or property damae, shall, in the areate, be limited to actual, direct, and eneral money damaes in an amount not to exceed three (3) month s averae chare paid by you hereunder (exclusive of interchane fees, assessments, and any other fees or costs that are imposed by a Card Scheme or a third party in connection with your payment processin) for services durin the previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Areement. This shall be the extent of GP s and Member s liability arisin out of or relatin in any way to the Areement, includin alleed acts of nelience, breach of contract, or otherwise and reardless of the form in which any leal or equitable action may be brouht aainst GP or Member, whether contract, tort, or otherwise, and the foreoin shall constitute your exclusive remedy. Under no circumstances shall GP or Member be liable for any special, consequential or indirect loss, loss of business, oodwill or loss of profit whether direct or indirect, lost interest, or for punitive or exemplary damaes arisin out of or relatin in any way to the Areement, includin but not limited to, damaes arisin out of placement of a Merchant s name on any terminated merchant list for any reason, even if GP or Member has been advised of the possibility of such damaes. Notwithstandin the above, GP and Member do not exclude or limit liability in respect of injury to or death of any person caused by their nelience nor in respect of their fraud. EXCEPT AS REQUIRED BY LAW, NEITHER GP, NOR MEMBER, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. 19

22 16 Indemnity 16.1 You aree to satisfy directly with the cardholder any claim or complaint arisin in connection with the card sale, reardless of whether such claim or complaint is brouht by the cardholder, GP, Member, or another party. You aree to indemnify and hold GP and Member harmless from and aainst any and all losses, costs, expenses (includin but not limited to leal fees), liabilities, claims or counterclaims, damaes, and disputes arisin out of or relatin to: your breach of the Areement any claim brouht aainst GP or Member by a cardholder or card issuer as a result of your actions or omissions includin, but not limited to, any misrepresentation by you or breach of any obliation or duty that you owe to a cardholder any investiations into transactions which are shown to involve fraudulent or criminal activity on your behalf or a breach of the Areement by you, toether with any reasonable action GP or Member may take as a result of or durin the course of such investiations If a claim is brouht aainst GP or Member by a cardholder or card issuer, you must assist GP and/or Member in the handlin of the claim and GP or Member (as relevant) will be entitled to settle or otherwise deal with it at its sole discretion. 17 Assinment 17.1 The Areement is personal to you, and you are not entitled without GP s prior written consent to: assin or transfer or permit the exercise by any person of any of your rihts under it, or transfer or subcontract any of your obliations under it. 20 Any attempt by you to assin your rihts or to deleate your obliations in violation of this pararaph shall be void If GP permits any assinment, transfer, exercise by a third party, or subcontractin, you will remain fully liable for the acts and omissions of your assinee, transferee, permitted third party or subcontractor as if their acts and omissions were your own You aree that GP may transfer any of its rihts and obliations under this Areement without notice to you. GP may also transfer any of its obliations under this Areement, but only to someone who it reasonably considers capable of performin them and who has any appropriate reulatory licences or authorisations, and provided that the transferee arees that it will perform such obliations. You aree that the rihts and obliations of Member hereunder may be transferred to any other member of the Card Schemes without notice to you. You acknowlede that the transferable rihts of GP and Member hereunder shall include, but shall not be limited to, the authority and riht to debit your account(s) as described herein. GP and Member may deleate or subcontract the performance of any of their obliations to any person. 18 Your Information In this clause, for sole traders, partnerships and other un-incorporated customers you means the individuals who own the business and for corporate customers you means both the company and (where applicable), the directors, officers, shareholders and other parties responsible for the operation of the business. Unless otherwise stated below, in this clause 18 we, us and our refer to GP, Global Payments U.K. Ltd, Member and/or Group Companies ( Group Companies ) refers to companies within the Global Payments and Member roups, includin their subsidiaries, associated and affiliated companies. This clause explains how GP will use information about you and your business once you have applied for any of our products and services.

23 18.1 Confidentiality - Confidential personal and business information that GP holds about you will not be disclosed to anyone other than where: we are leally required to disclose we have a public duty to disclose our interests require disclosure it is reasonably necessary to disclose to a parent, affiliate, or subsidiary of GP the disclosure is made with your consent or as set out in the terms below Credit Reference Aencies (CRA) - You authorise GP to order a credit search on Merchant or any owner, officer, shareholder, partner, proprietor, manain aent or uarantor of Merchant. You hereby authorise your financial institution to release any relevant financial information concernin you or your accounts to GP. Subsequent credit searches may be ordered in connection with updatin, renewin or continuin the Areement. Upon the written request of any individual who is the subject of a consumer credit search, GP will provide the name and address of the CRA furnishin such search, if any. A copy of information held about you at a CRA is available to you directly from the Aency. The Aency will chare a small fee for this information. GP may share information with CRAs to verify your identity and suitability for an account usin information from the Electoral Reister and other public sources. When you apply for card processin services GP may use details of your credit history (toether with those of any financial associate with whom your financial records have been linked by the CRAs) to assess your ability to meet your commitments hereunder. The CRAs will record details of your application which will form part of your credit history whether or not you proceed. If you make several applications for credit within a short period of time, this may temporarily affect your ability to obtain credit. Where you have areed in an application, GP may share details of how you manae any card processin services with CRAs. If GP makes demands for repayment followin any default by you and you fail to repay the sum due in full or make (and adhere to) acceptable proposals for repayment within twenty-eiht (28) days, then in the absence of any enuine dispute about the amount owed, GP may reister the default with CRAs. This may affect your ability to obtain further credit. If you make a joint application, an 'association' linkin your financial records with those of your fellow applicant(s) will be created by the CRAs. The credit history of your 'associates' may be taken into consideration in any future application for credit. The 'association' will continue to link your credit histories unless and until you successfully file a 'notice of disassociation' with the CRAs Crime Prevention And Debt Recovery - To prevent crime, verify your identity, recover debt and to meet GP s leal obliations, GP may exchane information (both within the UK and where appropriate, overseas) with financial institutions and, where appropriate, with credit reference and fraud prevention aencies, law enforcement, debt recovery aencies and other oranisations. In particular if GP terminates or suspends service under the Card Processin Areement with you under clause 14.6 of our Terms of Service, GP may pass details of the reason it is terminatin or suspendin service under the Areement toether with details of your business includin the names and addresses of the principal proprietors or directors, to fraud prevention databases operated by Card Schemes. The types of reason which may be notified to Card Schemes include, but are not limited to, circumstances such as insolvency, breach of the Areement or excessive levels of fraudulent transactions or Charebacks. If you provide false or inaccurate information and fraud is identified, details will be passed to fraud prevention aencies to prevent fraud and money launderin. Law enforcement aencies may access and use this information. GP and other oranisations may also 21

24 access and use this information to prevent fraud and money launderin, for example, when: checkin details on applications for credit and credit related or other facilities manain credit and credit related accounts or facilities recoverin debt checkin details on proposals and claims for all types of insurance checkin details of job applicants and employees. GP and other oranisations may access and use from other countries the information recorded by fraud prevention aencies Data Sharin GP, Member and Group Companies may use and share relevant information about you, your transactions and your relationships with each other for credit assessment and manaement, customer service, compliance, audit, administrative purposes and Card Scheme compliance. This may include information provided by you, or someone actin on your behalf. GP may exchane any information (includin but not limited to information obtained from CRAs described in clause 18.2 above) about Merchant, Merchant s owners, principals, partners, proprietors, officers, shareholders, manain aents and uarantors with any Card Scheme or any of their members, other financial institutions, the UK Cards Association, and any other party deemed reasonably necessary by GP includin but not limited to any party providin a personal uarantee or security on your behalf. In particular, GP may share your information with American Express Payment Services Limited who may approach you with a view to enterin into a contract with you for the acceptance of American Express branded payment cards and process your data for the purpose of enablin you to accept American Express branded payment cards. You hereby authorise GP to disclose information concernin your activity to any Card Scheme, or any of their member financial institutions, or to any other party deemed reasonably necessary by GP without any liability whatsoever to you. Additionally, we may share your information with trusted third parties in relation to your obliations under clause These third parties will typically be, but not exclusively, Qualified Security Assessor (QSA) companies, who will contact you directly by telephone, fax or to discuss your Payment Card Industry Data Security Standard (PCI DSS) compliance requirements and provide assistance in achievin compliance should it be needed Data Processin - GP may use third party companies to process information in accordance with its instructions to provide services on its behalf. Information about you may be processed offshore, in the United Kindom, the USA, Canada, or elsewhere. Whether it is processed in the UK or elsewhere, your information will be protected, in accordance with applicable data protection leislation. Information may also be processed for the purpose of complyin with applicable laws, includin, without limitation, anti-money launderin and anti-terrorism laws and reulations and fihtin crime and terrorism. This may require the disclosure of information to a UK or other overnmental or reulatory authority or to any other person GP reasonably thinks necessary for these purposes Information About Products And Services GP, Member and Group Companies may use and share with each other, relevant information about you, your transactions and your relationships with them (includin the nature of your transactions) to ive you information (includin promotions) about products and services, available from GP, Member and Group Companies and selected third parties, which may interest you by telephone, post, , secure-messae, text messain and other means. GP and Group Companies may also share relevant information with selected third parties for this purpose. If you do not want us to contact you about such products and services, please notify us in writin at: Global Payments 51 De Montfort Street Leicester LE1 7BB 22

25 18.7 Miscellaneous Data Provisions - Under data protection leislation, individuals can make a written request for a copy of certain personal records GP holds about them. The current fee is GP may make and retain copies of passports, drivin licences and other identification evidence that you provide. To ensure that GP carries out your instructions accurately, to help GP to improve its services and in the interests of security, GP may monitor and/or record your telephone calls and other communications with GP. Any recordins remain GP s sole property. If a reference about you is requested, GP will ask you for your written consent before it is iven. However, if GP receives a request from another financial services institution to verify your identity for money launderin prevention purposes, GP will provide this information, without notice to you. Please contact the fraud prevention aencies directly if you require a copy of any information they may hold about you Since the documents constitutin the Areement contain certain information desined to help you reduce the risk of fraud you must keep them secure and not disclose them to the eneral public. 19 Risk Manaement 19.1 At any time, GP may establish an account in its books and records ("Reserve Account") to secure the performance of your obliations under the Areement. The Reserve Account may be funded, at GP s sole discretion, throuh any or all of the followin: (a) direct payment by you, at GP s request you will deposit funds with GP which GP will hold in the Reserve Account; (b) the proceeds of transactions submitted under this Areement which are withheld by GP for payment into the Reserve Account in accordance with this Areement or at your instruction; or (c) the transfer by GP into the Reserve Account of funds withdrawn from any of the accounts referred to in clause 8.8 or 9 or accounts with any other financial institution. Any amounts so paid into your Reserve Account will be credited to the Reserve Account immediately and you authorise GP to make payments from the Reserve Account to your nominated bank account (subject to the Reserve Account maintainin such minimum balance as GP may determine from time to time to meet your potential obliations as set out in this Areement) and as otherwise set out in this Areement. You hereby aree that GP may deduct from this Reserve Account any amount owed to GP or the Member in accordance with the Areement and may apply the same aainst any actual or continent liabilities you may have to GP or the Member as GP elects. You aree that you have no leal or beneficial interest in any money in a Reserve Account. Without limitin GP s rihts any funds in the Reserve Account may be held until the later of: (a) the expiration of any potentially applicable Chareback rihts in respect of any transactions processed by GP under the Areement; and (b) the period necessary to secure the performance of your actual or continent obliations under the Areement, for which the holdin period may extend beyond termination of the Areement. No funds will be repayable to you unless payment of all of your liabilities under the Areement are satisfied. If funds are held in a Reserve Account in a currency other than sterlin then the funds may be converted into sterlin by GP for any purpose related to this Areement (includin in application aainst your liabilities to GP or in calculatin the balance in the Reserve Account). Such conversion will be at the then prevailin exchane rate which GP will determine actin in ood faith. Without limitin the enerality of the foreoin, upon GP s request, you shall, upon termination of the Areement, ensure that the sum of at least five percent (5%) of ross sales for the ninety (90) day period prior to termination is held by GP in a Reserve Account in accordance with the terms of the Areement. GP may, at our discretion upon termination of the Areement, require that more than five percent (5%) of ross sales for the ninety (90) day period prior to termination is held by GP in a Reserve Account. 23

26 19.2 If GP does not for any reason (includin, without limitation, as a result of the commencement of insolvency proceedins by or aainst it) deduct from the Reserve Account any amount owed to GP or the Member in accordance with this Areement and apply the same aainst any actual or continent liabilities you may have to GP or the Member, you hereby aree that the Member may deduct such amount from the Reserve Account and apply the same aainst such actual or continent liabilities you have to GP (and, in turn aainst any actual or continent liabilities GP has to the Member) or the Member (either directly or by virtue of any obliation of the Member under the Card Scheme Rules to dischare an obliation owed by you) GP may, at any time, require you to provide uarantees for your obliations to GP under the Areement and/or to apply special terms or conditions in relation to your acceptance of transactions. GP may, at any time, require you to provide additional security in such form as GP may, at its discretion, determine (includin the creation of a trust account, a Reserve Account, a chared account or any other security arranement) and this may include providin for the replacement of previous or existin security. GP may rely on any eneral uarantees or other security provided to GP now or in the future. This security will not be released until GP deems that your obliations have been fulfilled and GP s exposure with reards to Charebacks, fines or other sums that may be due to GP under the Areement have elapsed. 20 Miscellaneous 20.1 Notwithstandin any other provisions of the Areement, the introduction of the euro shall not dischare or excuse the performance of any of your obliations under the Areement nor ive you the riht to end it No failure or delay by GP or Member in exercisin any riht under the Areement shall be construed as a waiver or release of that riht unless GP or Member (as relevant) expressly arees otherwise in writin Except as otherwise provided in the Areement, any notice to be iven to GP by you under the Areement shall be iven in writin and shall be sent by hand, by overniht carrier, or by reular or certified mail. Except as otherwise provided in the Areement, any notice to be iven to you by GP under the Areement shall be iven in writin and shall be sent by hand, by facsimile, by , by overniht courier, or by reular or certified mail. Any notices sent to you shall be effective upon the earlier of (1) actual receipt or (2) noon on the second business day after bein sent to the address provided by you in the Service Schedule or to any other physical address to which notices, invoices, and/or other communications are sent to you hereunder. All notices sent to GP or Member shall be effective upon actual receipt by GP at 51 De Montfort Street, Leicester, LE1 7BB. If you are a partnership, notice serviced on any partner will be validly served on all partners. The parties hereto may chane the name and address of the person to whom notices or other documents required under the Areement must be sent at any time by ivin written notice to the other party If GP does not deliver the standard of service you expect, or if you think GP has made a mistake, please let us know. You may contact GP s helpdesk at Refer to the Merchant Operatin Instructions for further details on GP s complaint process. GP will investiate the situation and, if necessary, set about puttin matters riht as quickly as possible. Where appropriate GP will also take steps to prevent a recurrence. Please allow GP the first opportunity to answer your concerns and put matters riht. However, if you remain dissatisfied you may be able to refer your complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR The Areement and any issues or dispute arisin out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or reulation or otherwise) shall be overned by and construed in accordance with the laws of Enland and Wales, 24

27 shall be resolved on an individual basis without resort to any form of class action and not consolidated with the claims of any other parties, and shall be brouht in the courts of Enland and Wales and the parties hereto expressly aree to the exclusive jurisdiction of such courts. Should it be necessary for GP or Member to defend or enforce any of its rihts under the Areement in any collection or leal action, you aree to reimburse GP and/or Member, as applicable, for all costs and expenses, includin reasonable leal fees, as a result of such collection or leal action. Without limitin the enerality of the foreoin, you aree to reimburse GP and/or Member, as applicable, for all costs and expenses, includin reasonable leal fees, incurred by GP and/or Member in enforcin or defendin its rihts under this clause 20.5, without reard to whether or not there has been an adjudication on the merits in any such action If any provision of the Areement is or becomes illeal or invalid, that provision will be deemed deleted from the Areement and the remainin provisions shall continue in force. Pararaph headins are included for convenience only and are not to be used in interpretin the Areement The Areement and the documents referred to in it constitute the entire areement between you, GP, and the Member and supersedes all prior memoranda or areements relatin thereto, whether oral or in writin. None of us has relied on any verbal or written information provided by the other unless it is set out or expressly referred to in those documents, except that we have relied and will continue to rely on all verbal and written information provided by you in relation to your business or status With the exception of clause 6.26, any person who is not a party to the Areement has no riht under the Contracts (Rihts of Third Parties) Act 1999 to enforce any term of the Areement but this does not affect any riht or remedy of any third party which exists or is available apart from that Act If you are a partnership, any act or omission of any partner will be deemed to be an act or omission of all partners This Areement is in Enlish and any communication or information which we send you will be in Enlish You represent, warrant and aree that, as a condition of this Areement, you will conduct your business in compliance with relevant anti-bribery and anti-corruption laws, includin, but not limited to, the United Kindom Bribery Act 2010 (collectively, the Anti-Corruption Laws ). Your further aree that any violation of an applicable Anti-Corruption Law is a material breach of this Areement and, notwithstandin any other provision to the contrary and without prejudice to any other rihts and remedies, may result in the immediate suspension of this Areement pendin its termination. Finally, you aree to promptly inform GP of any convictions aainst the Merchant or any of its principal, officer, or director, under any Anti-Corruption Law. 21 Non-qualifyin Surchares/Cross Border Fees/ International Security Assessments In addition to the fees set forth on the Service Schedule, Service Schedule Appendix A and IDF table, GP may, at its sole discretion, pass on to you any non-qualifyin surchares, cross border fees, and international assessment chares imposed by the Card Schemes. GP reserves the riht to chare a fee in addition to any reimbursements and you aree to pay such fee. 22 Global Iris In addition to the previous clauses in this Terms of Service, the followin clauses will apply to merchants that utilise GP s Global Iris service. 25

28 22.1 Additional Terms Explained In addition to the terms used in the rest of this document, the followin terms will be used in this clause: Authorised User means any of your employees or others whom you authorise from time to time to issue Customer Instructions Customer Instruction means any request or instruction throuh Global Iris Primary User means an Authorised User entrusted with the ability to appoint further Authorised Users Reistration Procedure As part of the reistration process you are required to nominate a Primary User. You understand that by doin this, the nominated Primary User will have full authority to request access and/or control rihts to other Authorised Users Customer Instructions You must send a Customer Instruction throuh Global Iris usin the appropriate password in accordance with Global Iris customer uides and this Areement, or by any other method described in the Areement or otherwise notified by GP Providin an appropriate password has been used, you request and authorise GP to process all Customer Instructions received by GP even if to do so would contravene any other mandates iven by you at any time concernin your accounts or affairs. GP shall be under no authority to check the authenticity of the oriin of the Customer Instruction or the authority of the person or persons sendin it You are responsible for the accuracy and completeness of Customer Instructions and for ensurin that they will achieve your intended purpose. GP is not liable for any loss or delay where the contents of a Customer Instruction are inaccurate or incomplete GP may, at its absolute discretion and without liability, refuse to act on or delay actin on a Customer Instruction if GP knows of or suspects a breach of security in respect of or in connection with the operation of one or more of your Authorised User accounts or Global Iris in eneral In the event that GP does not act on or delays actin on a Customer Instruction pursuant to clause above, GP shall notify you of this as soon as is reasonably possible A transaction bein carried out is not always simultaneous with a Customer Instruction bein iven. Some matters may take time to process and certain Customer Instructions may only be processed durin normal business hours even thouh Global Iris is online and may be accessible outside such hours GP may appoint other parties to provide some or all of the Global Iris services under this Areement. You aree that such parties shall have the benefit of any provisions of this Areement that limit our liability Service Interruption GP may suspend any service provided to you under Global Iris without notice where GP considers it necessary or advisable to do so, for example to protect you when there is a suspected breach of security or we need to suspend the Global Iris service for emerency maintenance or other reasons GP will use reasonable efforts to inform you without undue delay throuh Global Iris, and/or our website(s) if any service under Global Iris is not available Security Provisions You and all Authorised Users aree to comply with the terms of this Areement and any other 26

29 reasonable instructions or recommendations GP may issue to you reardin Global Iris. You aree that it is your sole responsibility to set-up, maintain and reularly review security arranements concernin access to, and use of Global Iris, and information stored on your computin and communications systems, and in particular you and any of your Authorised Users control of passwords and access to Global Iris You confirm that you have assessed the security features of Global Iris and have determined that they are adequate to protect each of the Authorised Users and your interests You aree to ensure that each of your Authorised Users complies with the terms of this Areement and any security procedures mentioned or referred to in it You must ensure that your Authorised Users keep their password secure and secret at all times and take steps to prevent unauthorised use of their password provided to them. For example, they must: never write or otherwise record their password in a way that can be understood by someone else except where it is required by GP for the reistration of a Authorised User; never reveal their password to anyone else includin GP s staff, except where specifically required to access telephone support from GP; avoid passwords which may be easy to uess such as passwords used in connection with third parties; inform GP immediately if they believe that a third party may have seen or have had access to their password; never record their password on any software which retains it automatically (for example, any computer screen prompts, or save password feature or the like on their internet browser); ensure that they are not overlooked by anyone or monitored by closed circuit TV and must avoid allowin anyone to identify the keys they are pressin while loin on; and chane their password on a reular basis and not alternate between passwords Once they have loed on to Global Iris the Authorised User must not leave at any time the internet terminal from which they have accessed Global Iris or let anyone else use the internet terminal until they have loed off Global Iris. You will be responsible for ensurin that each Authorised User has loed off Global Iris at the end of any session and has closed any browser You and your Authorised Users must not permit Authorised Users to access Global Iris from any computer connected to a local area network (LAN) or any public internet access device or access point without first makin sure that no-one else will be able to observe or copy their access or et access to Global Iris pretendin to be an Authorised User You must notify GP immediately of the followin: any unauthorised access to Global Iris or any unauthorised transaction or instruction which you or any of your Authorised Users know of or suspect, or if you suspect someone else knows the password of one or more of the Authorised Users. In the event of any such breach or suspected breach of security you must ensure that all your Authorised Users chane their passwords immediately to one which they have not used before You hereby aree to comply immediately with all reasonable requests for assistance from us and/or the police in tryin to recover any losses or identify actual or potential breaches of security. We may disclose information about you or your account to the police or other third parties if we think it will help prevent or recover losses If you suspect any impropriety on the part of any Authorised User in connection with Global Iris or the Global Iris service or an Authorised User leaves your business, you must ensure that the Primary User immediately takes all steps available to ensure that the Authorised User is unable to access the Global Iris service. 27

30 If you suspect any impropriety on the part of the Primary User in connection with Global Iris or the Global Iris service or the Primary User leaves your business, you must immediately take steps to replace such Primary User You aree that you are solely responsible for the performance and protection of any browser used in connection with Global Iris includin the prompt adoption by you of all security patches and other security measures issued or recommended from time to time by the suppliers of such browsers, and we shall not be liable for any damae to/or reduction in the performance of your computer system or any part thereof by the installation and/or use of any browser version required to use Global Iris. From time to time GP may publish details of any restrictions relatin to certain browser versions used in conjunction with our Global Iris service by notifyin you in writin (pursuant to clause 20.3 or by inclusion in a messae on your invoice or in one of GP s reular publications) Accuracy Of Information GP will take reasonable care to ensure that any information provided to you by Global Iris is an accurate reflection of the information contained in its computer systems or, where the information is provided by a third party, accurately reflects the information GP receives from that third party. Due to the nature of the product and circumstances beyond GP s control GP does not warrant that the information provided throuh the Global Iris service is accurate or error free Acceptance Of Cards For each transaction that you process you must follow all the relevant steps and procedures described in the Areement (or contained in the Global Iris customer uides, notices, uides, or the Card Scheme Rules) Undertakin transactions will be solely at your own risk, reardless of: the amount of the transaction and/or whether any requests for authorisation or other enquiries have been made to us. The use of the authentication process for internet transactions in Global Iris reduces this risk. This is only available for use with MasterCard and Visa cards. If the cardholder s identity is successfully authenticated throuh MasterCard SecureCode and/or Verified by Visa usin Global Iris, then a Chareback will not occur solely because the cardholder denies undertakin a transaction. This also applies if authentication is attempted but cannot be completed because the cardholder for whatever reason does not participate in a MasterCard SecureCode or Verified by Visa transaction. If the cardholder s identity cannot be authenticated for any other reason, includin failure of Global Iris or your own equipment for any reason, or any inputtin error or omission by you or the cardholder, you will not have the above protection from Chareback. Authentication and its effect on liability for relevant transactions is overned by and subject to MasterCard and Visa rules (as applicable), which chane from time to time. Amonst other thins, these rules exclude certain cards and transactions from the authentication service. This means that even thouh you have opted to use Global Iris, the service and the protection it offers will not apply to all transactions. For further information please refer to MasterCard and Visa websites. Note that in any event, a transaction may be chared back for other reasons You must not send us transaction details unless the card details were encrypted (128-bit minimum) when they were sent to you over the internet Equipment And Licence GP rants you non-exclusive, non-transferable licence to use Global Iris. Except for the specific rihts ranted to you by this licence, you will acquire no rihts whatsoever in relation to Global Iris Global Iris is accessed throuh the internet, which is a public system of which GP has no control. It is therefore your duty to make sure that any computer or device that you use to access Global Iris is free from and adequately protected aainst acquirin computer viruses and other destructive or disruptive 28

31 components You are liable for any telephone chares and any chares made by your internet service provider as a result of the use by you of Global Iris Service Chares In addition to the chares listed in clause 8.2 a monthly submission chare may be demanded in relation to Global Iris as set out in the Service Schedule Miscellaneous Copyriht in the paes, screens, information (other than information about your accounts and financial affairs) and all material in their arranement included in Global Iris is owned by Realex Payments and licensed to GP unless otherwise noted. You may imprint, copy, download, or temporarily store extracts from the material for your own information or when you use Global Iris. You may not alter or otherwise make any chanes to any material that you print or download includin, without limitation, removin any identifyin marks or leends from such material. Any other use is prohibited unless you first request and obtain our written permission. This booklet is a very important document. You must keep it secure and not divule its contents to the eneral public. 29

32 Global Payments 51 De Montfort Street Leicester LE1 7BB Tel Textphone Global Payments is HSBC s preferred supplier for card processin in the UK. Global Payments is the tradin name of GPUK LLP. GPUK LLP is authorised by the Financial Services Authority under the Payment Services Reulations 2009 (504290) for the provision of payment services. GPUK LLP is a limited liability partnership reistered in Enland number OC Reistered Office: 51, De Montfort Street, Leicester, LE1 7BB. The members are Global Payments U.K. Limited and Global Payments U.K. 2 Limited. Service of any documents relatin to the business will be effective if served at the Reistered Office GPUK LLP. All rihts reserved. ToS 07/2012