RULES OF ELECTRONIC PAYMENTS ASSOCIATION

RULES OF ELECTRONIC PAYMENTS ASSOCIATION These are the rules of Electronic Payments Association that have been made by the board of directors of EPA under Article 19 of the articles of association of EPA. By submitting a membership application form to become a member of EPA, each member has agreed to be bound by these rules. These rules, and/including any documents or terms referred to in them, may be amended from time to time by the EPA Board. The EPA Board shall communicate any changes to the EPA members following those changes being made by posting them to this page. The amended rules will be binding on the EPA members as from the date of their communication to the EPA member in place of these rules. EPA members are advised to check for changes to these rules when using services provided by EPA and otherwise from time to time. 1 DEFINITIONS In these Rules the following words shall have the following meanings: Agreement means the application completed by the member for EPA membership; the Constitutional Documents and the documents referred to in them. Articles means the articles of association of the Association from time to time. Constitutional Documents means collectively: (i) these Rules; and (ii) the Articles. EPA means Electronic Payments Association, a company limited by guarantee incorporated in England and Wales with registered number 07637944 whose registered office is at Palladium House, 1-4 Argyl Street, London, United Kingdom W1F 7LD. EPA Board means the board of directors (or for such time as there is a sole director, that sole director) of EPA from time to time. e-wallet means your virtual account with EPA that may be used to (i) receive payments from and make payments to other EPA members in return for goods and services, and (ii) load funds on to your EPA prepaid card. Rules means these rules of EPA issued in accordance with the Articles from time to time and as amended from time to time. Web Services means those services carried on by businesses being; (i) internet traffic (pay-per-click) services (ii) web design (iii) Website development, (iv) web applications programming, (v) search engine optimisation, (vi) web hosting, (vii) web support, (viii) content management, (ix) web publishing, (x) domain name sales, (xi) social media marketing, (xii) social media optimisation, (xiv) internet advertising. 2 PURPOSE OF EPA EPA has been set up in order to facilitate the provision of payment services and prepaid card services to its members. 3 RESIDENCE REQUIREMENT EPA membership and the services provided or facilitated by EPA are available only to persons resident in the countries listed approved by EPA. Details of such countries are Page 1

available here ( Serviced Countries ). EPA reserves the right to place restrictions on the extent to which it accepts members and provides services to specific countries. Any such restrictions can be found on our Serviced Countries page. By submitting an application for membership of EPA a member confirms that it is resident in a Serviced Country. 4 COMPETITION EPA will act in accordance with the Competition Act 1998, and any successive Acts, and shall not act or provide a forum for members to act as a cartel or in an anti-competitive manner. 5 USE OF THE ELECTRONIC PAYMENTS ASSOCIATION NAME AND TRADE MARKS Use by the members of the names Electronic Payments Association or EPA or of any trade mark or logo of EPA is only allowed with the prior written permission of EPA and in the form and on the materials permitted in writing by EPA. Any such use will where practicable, bear the legend: EPA is a trade mark of Electronic Payments Association and is used under licence by it. The member will not: apply to register any such name, mark or logo, or any confusingly similar name, mark or logo as a trade mark (including in translation or transliteration) anywhere in the world; use any confusingly similar name, mark or logo in relation to its own services or products, In using EPA s name, mark or logo, the members will comply with EPA s instructions. All goodwill in EPA s name, mark and logo will accrue to EPA. 6 BOARD The founder member of EPA is Swiftcom Networks Limited (the Founder ). The Founder shall have the sole right to appoint directors to the EPA Board. The EPA Board shall be responsible for the day to day management of EPA. 7 MEMBERSHIP Membership of EPA is only available to operators who carry on Web Services. By submitting an application for membership members confirm that it is a webmaster or operates an affiliation programme for webmasters or provides Web Services to the above. For such purposes, a webmaster is a person who operates a website which is used to sell products or services or on which it advertises or provides links to third party websites through which products or services are provided. An affiliation programme for webmasters is a programme under which a provider of products or services through a website enlists webmasters to advertise or sell such products or services. As a condition of membership, members must be webmasters or operate an affiliation programme for webmasters throughout their EPA membership period, unless EPA determines otherwise. EPA is entitled to make such a determination at any time. The rights of members in relation to the operation of EPA are set out in EPA s articles of association. No members, other than the Founder, shall have any right to attend or vote at any general meetings of EPA. By submitting an application for membership, the member applies to become a member of the Association, subject to the approval of the Board and with effect from the granting of that approval. Page 2

Membership of EPA is governed by the Constitutional Documents as such documents may be modified, amended or superseded in the future from time to time in accordance with the rules set forth therein. By submitting an application for membership the member acknowledges that it has been supplied with the current Constitutional Documents via EPA s website or otherwise. 8 MEMBERSHIP FEES In the event that an application fee for joining EPA is determined by the EPA Board to be payable, then the EPA Board s approval of the membership is conditional on such payment having been made. A member may be required to pay additional fees to EPA from time to time as a condition of the continuance of its membership of EPA. Any such additional fees shall be calculated and notified to the members in accordance with the terms of the Constitutional Documents. Annual membership fees will be set by the EPA Board each year. The current fee structure is available at www.epayments.com and any changes to the fee structure will be circulated to members by e-mail following any decision to adopt any changes. The fee may be paid either quarterly or monthly by agreement of the EPA Board. Interest will be payable on any balance outstanding. Payment by this periodical arrangement will be deducted from funds held in the member s e-wallet (subject to there being sufficient funds available in it). This arrangement may be withdrawn at any time at the discretion of the EPA Board. Failure to pay any fee or part thereof within the normal credit period will cause suspension of a member s rights including but not limited to the enjoyment of membership discounts and other benefits. These may be reinstated when the fee is paid and all outstanding monies cleared. Notwithstanding the foregoing, membership shall be cancelled if the fee is not fully paid by 30 days from an invoice due date that is missed. 9 EPA MEMBERSHIP CONDITIONS There will be no facility for the refund of fees if a member chooses to leave the association. Members who fail to comply with any of the terms of the Agreement may be ejected from EPA subject to the decision of the EPA Board. A member will be removed from the register of EPA members if he or the member company becomes insolvent or bankrupt. This decision will be made by the EPA Board and the member will be advised of the cancellation of membership. Each member company will be asked to appoint one person as its representative to EPA. 10 APPLICATIONS FOR MEMBERSHIP Applications should be made in writing or online by completing the relevant application form as issued on EPA s website at www.epayments.com. Following the submission of the application form, the EPA Board will consider the proposed member s application for membership. EPA reserves the right to refuse any application for membership for any reason and without giving a reason for such refusal. Admission to membership is subject to EPA receiving identification documentation in respect of prospective members as described further under the heading Anti-Money Laundering Procedures below. Page 3

Once a member s application has been approved by the EPA Board the member will receive a confirmatory e-mail containing details of the member s membership number, password and access information for the member s section of EPA s website. 11 MEMBERS CANCELLATION RIGHTS Members who are consumers may cancel their membership at any time within 14 calendar days, beginning on the day after EPA notifies them of acceptance of their membership application, unless you have agreed that EPA starts providing or facilitating any payment transfer or prepaid card services before those 14 calendar days have elapsed. To cancel membership, the member must inform EPA in writing. Details of members statutory right of cancellation, and an explanation of how to exercise it, are provided in EPA s acceptance of their membership application. This provision does not affect members other statutory rights as a consumer. Where a member cancels their membership as permitted above, EPA will refund any paid membership fees or fees for services not provided by the cancellation date as soon as possible and, in any case, within 30 days of the date of notice of cancellation. 12 TERMINATION OF MEMBERSHIP A member may have its membership of EPA suspended or terminated (at the discretion of EPA) in a number of circumstances. These are set out in article 32 of the articles of association of EPA and include where the member: has provided incorrect information to EPA as part of its application for membership or at any other stage; has ceased to be a webmaster or an operator of a webmaster affiliation programme (unless EPA determines that such requirement no longer applies); or has failed to pay any fees due to EPA from time to time; has committed a material breach of these Rules. EPA may terminate or suspend a member s membership without notice if EPA becomes aware or reasonably suspects that the member is engaged in any fraudulent or criminal activity in relation to use of any services provided by EPA. If EPA exercises such rights, it will notify the member as soon as reasonably practicable (in so far as EPA is not prohibited from doing so by law or order of court, government agency or regulatory body) giving details of such suspected fraudulent or criminal activity. Any such suspension or termination shall be without prejudice to EPA rights to receive any amounts that are due to it from that member in respect of any period prior to the termination of that member s membership. A member may resign by six months notice in writing delivered to EPA at its registered office, or by sending us an email to members@epayments.com. In this event the member shall be deemed to have resigned as a member on the date of receipt by the member of written confirmation from the EPA Board that his resignation has been accepted, which confirmation shall be subject to the member first paying all monies that may be due to EPA and otherwise discharging all of its obligations to EPA in full. For the avoidance of doubt, EPA is no longer obliged to provide any payment or prepaid card related services to a member once that member s membership has ceased. Page 4

Following any termination of membership or services provided under it, any provision of the Agreement which expressly or by implication is intended to survive after termination shall survive. 13 TERMINATION OF THE PAYMENT AND PREPAID CARD SERVICES EPA may terminate the payment transfer and prepaid card services provided by it in accordance with the terms and conditions referred to in paragraph 16 below. 14 CONFIDENTIAL INFORMATION AND DATA PROTECTION EPA will keep all personal and confidential data supplied by members safely and securely and not disclose it to third parties, other than as agreed by the member or mentioned below. By submitting a membership application form, a member consents to the disclosure of data to prepaid card service provider and to having personal details, not being confidential financial information, used for direct marketing purposes and as declared in the application form. EPA may make such information available to those who provide products or services: to EPA s suppliers (such as advisers, a prepaid card service provider) on a need-to-know basis connected to performing the services to members; to courts of competent jurisdiction, regulatory authorities, governmental or quasigovernmental organisations where EPA reasonably considers this is required by applicable law and regulation, in which event EPA will (to the extent not prohibited by law or order of court, government agency or regulatory body) use reasonable efforts to inform the member in advance of such disclosure; where required for legal proceedings relating to the Agreement; to potential purchasers of EPA or its business on a need-to-know basis connected to such purchase. By submitting a membership application form, a member also consents to the transfer of such information to a prepaid card service provider s business contacts outside the European Economic Area in order to further its business interests even where the country or territory in question does not maintain adequate data protection standards. EPA will comply with applicable statutory requirements concerning the protection of personal data provided by the members, including under the UK Data Protection Act 1998. 15 PAYMENT AND PREPAID CARD SERVICES Members are entitled to acquire payment services and prepaid card services from EPA or its service providers in accordance with this paragraph 14 and on the terms and conditions available here. Such terms and conditions are incorporated into and form part of these Rules. EPA may introduce EPA members to issuers of pre-paid cards or e-wallets or arrange for its service providers to do so. The EPA member's submission of an application for EPA membership is also an application for a pre-paid card and an e-wallet. EPA will manage and forward the application to the relevant electronic money issuer(s) as part of the application for EPA membership. The EPA member can use the pre-paid cards or e-wallets to buy goods services subject to terms and conditions mentioned above. Use of the pre-paid card or e- Wallet is subject to a separate contract between the EPA member and the applicable electronic money issuer and the EPA member will be bound to use its pre-paid card or e- Wallet in accordance with that contract with that contract (as well as these Rules). Page 5

EPA makes reasonable enquiries of the electronic money issuers that it introduces to verify that they are authorised in their country of operation to issue electronic money. Without prejudice to the foregoing, EPA cannot give any undertaking about the quality of the services provided by the electronic money issuer, and any such warranties are DISCLAIMED by EPA. This DISCLAIMER does not affect members statutory or contractual rights against the electronic money issuer 16 FINANCIAL SERVICES For the avoidance of doubt EPA is not authorised by the Financial Services Authority or any other regulatory body with respect to payment services, electronic money and/or prepaid cards except that EPA may receive funds and transfer them between EPA members. These services will be provided to members by the Electronic Money Issuer as referred to in the terms and conditions referred to above, subject to a separate agreement with the Electronic Money Issuer. 17 OTHER THIRD PARTY PRODUCTS AND SERVICES EPA may provide links on our website to the websites of other companies, whether affiliated with us or not. EPA cannot give any undertaking that products or services that members purchase from third party sellers through EPA s website, or from companies to whose website EPA has provided a link, will be of satisfactory quality, and any warranties as to those products and services are DISCLAIMED by EPA absolutely. This DISCLAIMER does not affect the members statutory rights against the third party seller. 18 ANTI-MONEY LAUNDERING PROCEDURES There are certain formalities under the Money Laundering Regulations 2007 with which EPA must comply as regards identification of prospective members. In particular these relate to the provision of evidence of the incorporation and corporate structure of corporate members (including details of directors, shareholders and ultimate beneficial owners) and verification of the identity of individual members. By submitting a membership application form, a member: (i) agrees to, as and when requested, arrange for copies of any required documentation (or the appropriate equivalent) to be supplied to EPA; and (ii) consents to the provision of this information by EPA to the Electronic Money Issuer. 19 LIABILITY FOR TAXES EPA shall not be liable to make any payments or deductions in respect of taxes or any other similar charges or levies that are due from members to any relevant taxation or similar authority from any monies received by EPA from, or paid by EPA to, members. It shall be the sole responsibility of each member to deal with its own tax. 20 WRITTEN COMMUNICATIONS Applicable laws require that some of the information or communications EPA sends to members should be in writing. When using EPA s website, members accept that communication with EPA will be mainly electronic. EPA will contact members by e-mail or provide information by posting notices on its website. For contractual purposes, members agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that EPA provides electronically comply with any legal requirement that such communications be in writing. This does not affect members statutory rights. Page 6

All notices given by members to EPA must be given to EPA at members@epayments.com 21 ENTIRE AGREEMENT; NO PRIOR REPRESENATIONS The Constitutional Documents (as amended from time to time) constitute the entire agreement between members and EPA relating to their subject matter and supersede all previous agreements between each member and EPA relating to such subject matter. In applying for membership, the member confirms that it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or the documents referred to in it. This does not limit or exclude any liability for fraud or fraudulent misrepresentation. 22 BINDING EFFECT These Rules shall be binding on each member from the moment when it has submitted its application for membership. The Articles shall be binding on each member from the moment when its application for membership has been approved by the EPA Board. 23 WARRANTY By submitting a membership application form, a member warrants and represents that it is acting as principal and not as agent on behalf of any person, firm or company. 24 WAIVER If EPA fails at any time to insist upon strict performance of any of the member s obligations under the Agreement, or to exercise any of its rights or remedies under the Agreement, this will not constitute a waiver of such rights or remedies and will not relieve the member from compliance with its obligations. A waiver by EPA of any default will not constitute a waiver of any subsequent default. No waiver by EPA of any term of the Agreement will be effective unless it is expressly stated to be a waiver and is communicated to the member in writing. 25 GOVERNING LAW The Agreement and any disputes or claims arising under or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 26 JURISDICTION All disputes arising out of or in connection with these Rules shall be subject to the exclusive jurisdiction of the courts of England and Wales. February 2015 Page 7