a) the Supplier is the Supplier of products and/or services that wishes to outsource the Sale of Approved Product(s) to the Merchant and the Merchant has agreed subject to these Terms and Conditions; and

b) the Facility includes Secure Data-Capture, Authorisation, Clearing and Payment of Sales sent to the Merchant in an form acceptable to the Merchant by the Supplier (the “Facility”), as well as Fraud and Risk Monitoring Services as may be supplied from time to time; and the Merchant is a Merchant with the Acquiring Bank who is licensed by the Card Schemes to Acquire Card Transactions and the Merchant will process the Sales in accordance with the terms of these Terms and Conditions and the Rules to the Acquiring Bank for clearing and Payment purposes; and

c) The Supplier will ensure fulfilment of such Sales to the Customer.

(1) that Authorises Sales; and

(2) to which the Merchant will route Sale Data for Authorisation, Clearing and Payment purposes

(1) for which the Merchant is the Merchant of record; and

(2) That has been advised to the Merchant by the Supplier and acknowledged by the Merchant as acceptable to be offered for Sale.

(1) putting a monitoring program in place to identify Fraudulent Sales to the reasonable satisfaction of the Merchant where operationally feasible;

(2) Sale risk – i.e. the Customer

(3) Watch list (secure fraud control)

(4) use of AVS (where the same is available from time to time)

(5) use of CVV (where the same is available from time to time)

(6) Negative Files

(7) Positive Files

(8) Hot Card Files

(1) identifying deposit history not in normal (in the opinion of the Merchant) parameters; and

(2) review of Sales identified as high risk by Card Schemes; and

(3) Reporting regularly to the Supplier on the above.

(1) satisfies Acceptance Policy; and

(2) Contracts the Merchant to fulfil Sales under these Terms and Conditions.

The scope of these Terms and Conditions includes but is not limited to the processing by the Merchant of Sales in electronic form for Payment together with such other Services as may from time to time be introduced by the Merchant on notice to the Supplier in accordance with the Provisions herein. The rights granted to the Supplier under these Terms and Conditions are limited to those expressly set out in these Terms and Conditions.

The Merchant may amend these Terms and Conditions and/or the Operating Instructions only after giving thirty (30) days notice in accordance with the Provisions herein to the Supplier; with the exception of amendments made in order to comply with;

If any provision of these Terms and Conditions is found under the laws of any jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of that provision in that jurisdiction shall not in any way affect the other provisions of these Terms and Conditions in that jurisdiction and shall not affect the validity, legality or enforceability of all the Provisions of the Terms and Conditions in any other jurisdiction.

The Parties shall attempt to substitute for any invalid, illegal or unenforceable provision a valid, legal and enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.

Notwithstanding any other provision to the contrary herein;

These Terms and Conditions are intended to comply with the primary Rules and regulations contained in the International Operating Regulations of the Card Schemes as amended from time to time (the “Rules”) so as to enable the Supplier and the Merchant to operate within those Rules. For the avoidance of doubt, the Rules shall prevail over the terms of these Terms and Conditions in the event of any dispute.

These Terms and Conditions are subordinate to the Rules, as amended and supplemented from time to time and all applicable laws. The Supplier and the Merchant shall be bound by the Rules to the extent to which the Rules affect the Facility.

The Supplier agrees that all Card Schemes have the right, either in law or in equity, to enforce any provision of the Rules pertaining to the relevant Card Scheme and to prohibit conduct that creates a risk of injury to that Card Scheme or which may adversely affect the integrity of that Card Scheme’s systems, information, or both. Upon receipt of notice in accordance with the Provisions herein of any such matters, the Supplier will refrain from taking any action that would have the effect of interfering with or preventing any exercise of such right by any Card Scheme.

Should the Provisions of these Terms and Conditions become at variance with the Rules, the Merchant shall give notice in accordance with the Provisions herein of such variance to the Supplier. The Supplier may terminate these Terms and Conditions upon receipt of such notice otherwise the Rules shall govern the extent of any variation to these Terms and Conditions and the Supplier shall be deemed to be bound by such variation.

The Supplier may not assign or transfer any of the Supplier’s rights or obligations under these Terms and Conditions and the Supplier hereby confirms that the Supplier does not intend any third Party to have the right to enforce a provision of these Terms and Conditions or otherwise on the Supplier behalf.

The Supplier is not the Merchant’s agent and is not entitled to contract on behalf of the Merchant in any way. The Supplier shall not act as an agent for any other entity in respect of the Facility provided by the Merchant.

For the avoidance of doubt, the Merchant may assign or otherwise transfer, either wholly or in part, any of the rights; benefits or obligations imposed on the Merchant under these Terms and Conditions or the Operating Instructions to an Agent or subsidiary.

These Terms and Conditions are solely for the benefit of the Parties hereto and nothing herein, expressed or implied, shall be deemed to be for the benefit of any third Party or create any third Party rights or standing to sue.

These Terms and Conditions are not assignable by the Supplier but in the case of individuals shall bind their personal representatives. These Terms and Conditions will ensue to the benefit of and be binding upon the Parties hereto and their respective successors and administrators.

Unless otherwise specified herein, any notice, instruction or document required to be given or served by these Terms and Conditions or by law will be made either electronically or in writing and may be given personally or by email or by facsimile or by prepaid courier or by prepaid registered mail to the intended recipient at its address or facsimile number as set out in these Terms and Conditions. Either Party may change its address for the purposes of this Provision by giving notice in writing in accordance with this Provision

Any notice will be deemed (in the absence of evidence of prior receipt) to have been duly served on, given to or made and received by the intended recipient the same day if personally served or emailed, at the time of delivery, the next Business Day if sent by receipted facsimile or by other recorded electronic means, the fourth Business Day next following where sent by recorded courier and on the seventh Business Day next following where sent by registered mail. Provided that where delivery occurs after 5.00 p.m. on a Business Day or on a day which is not a Business Day, receipt shall be deemed to occur at 9.00 a.m. on the next following Business Day.

For the purposes of this Provision the authorised addresses of the Parties shall be:

All disputes arising out of or in connection with these Terms and Conditions, or in respect of any defined legal relationships associated therewith or derived from will be referred to and finally resolved under the applicable laws of Gibraltar.

The case will be administered by laws.

The place of arbitration will be Gibraltar.

No waiver by the Merchant of any breach of these Terms and Conditions shall operate as a waiver of any subsequent or continuing breach. If any of the termination triggering events specified in the Provisions herein occur and for any reason the Merchant does not treat these Terms and Conditions as terminated at that time, the Merchant shall still be entitled to treat these Terms and Conditions as terminated at any later date without being obliged to give the Supplier notice of termination and, until such time, the Supplier shall continue to observe and be bound by, the terms of these Terms and Conditions.

No neglect, delay or indulgence on the part of the Merchant in enforcing the terms and conditions of these Terms and Conditions shall prejudice or restrict the rights of the Merchant hereunder, nor shall the same be construed as a waiver thereof.

The Parties to these Terms and Conditions are independent contractors and nothing in these Terms and Conditions shall make them joint venture partners, employees, agents or other representatives of the other Party hereto (with the exception of circumstances covered under the Limited Power of Attorney herein or make them a partnership). Neither Party shall make any representation that suggests otherwise.

The Supplier shall purchase the Facility from the Merchant according to the terms and conditions as set out in these Terms and Conditions and in accordance with the Operating Instructions, which are known to the Supplier. These Operating Instructions will, however, be subject to changes by the Merchant from time to time. The most recent version of the Operating Instructions, which will be ruling, will be shown on the Merchant Website.

The Supplier accepts that the Merchant shall update the Facility and the countries in which the Facility shall be offered from time to time and that the Merchant do not have to give prior notice to do so.

The Supplier hereby acknowledges that the Merchant is the Merchant in respect of the Rules but that the Supplier will indemnify the Merchant against any loss the Merchant may suffer as a result of the Supplier action(s) or inaction(s).

The Merchant will have the right to refuse immediately to provide the Facility to the Supplier if:

(1) The Merchant’s gateway (this gives the Supplier the ability to accept credit Sales from Customers on the Merchant’s behalf); and

(2) The Merchant’s Website (this gives the Supplier the ability to obtain real-time reports, the Merchant will provide the URL and any passwords required to gain access to this); and

(3) The Merchant’s Fraud Screening (this gives the Supplier access to AVS/CVV or other mismatch information on Sales to assist the Supplier in avoiding financial loss due to Fraud.

These Terms and Conditions and all relationships created hereby will, in all respects, be governed by and construed in accordance with the laws of Gibraltar. The Parties agree that the courts of Gibraltar shall have exclusive jurisdiction to settle disputes that may arise in connection with the legal relationships established by these Terms and Conditions (including, without limitation, claims for Set-Off or counterclaim) or otherwise arising in connection with these Terms and Conditions.

In the event that the version of these Terms and Conditions viewed by any Party is a translation, the English version shall be definitive and shall prevail in the case of any inconsistency.

The Supplier hereby irrevocably waives any objections on the grounds of venue or forum or any similar grounds.

The Supplier irrevocably consents to service the process by mail or in any other manner permitted by Gibraltar Law.

All conditions, warranties, terms, undertakings and obligations implied by Statute, Common Law, Custom, Trade usage or otherwise are hereby excluded to the fullest extent possible under the Law.

This Provision shall remain in effect notwithstanding such termination or expiration.

This Provision shall endure to the benefit of and bind the respective successors and permitted assigns of the Parties.

The Supplier agrees to display and exhibit (and keep displayed and exhibited) to the general public at each of the points of Sale worldwide at which Cards are accepted for payment for Approved Product(s), such MasterCard/Visa identification symbols or decals as are approved or supplied by the Merchant together with identification symbols or decals of such further Cards as may from time to time be notified by the Merchant to the Supplier and with effect from the date of such notification and in accordance with any requirements which may be specified by the Merchant with effect from the date of such notification.

The Supplier agrees to make best endeavours to obtain authority for the Merchant to debit the Customer’s account for each Sale. It shall be the Supplier’s sole responsibility to procure the authorisation of the Customer to debit their card and the Supplier will be responsible for producing evidence satisfactory to the Merchant that authority was obtained to debit the Customer’s Card account with the amount of the relevant Purchase Price. .

The Supplier shall retain documentary evidence of dispatch of the Approved Product(s) purchased, such documentary evidence to be produced within seven (7) days to the Merchant if requested.

The Supplier acknowledges that the acceptance of the Customer Not Present Sales does not guarantee Payment from the Merchant whether or not Authorisation has been granted by the Merchant for any particular Sale.

Subject to the Provisions herein; the Supplier shall honour all valid and current MasterCard and Visa Cards (as well as all and any other Cards designated by the Merchant on the Merchant behalf from time to time by supplying to the Customer, without imposing any financial limit upon any Sale, subject to the Provisions herein, such of the full range of the Approved Products offered by the Supplier to the Customers as any the Customer may request, at the cash price for such goods or Service, and to obtain Authorisation from the Merchant in respect of all Sales. the Supplier accepts that neither Authorisation nor acceptance for processing by the Merchant guarantees Payment.

The Supplier agrees to dispatch all Approved Product(s) by secure means.

The Supplier acknowledges that in order to accept and process Sales the Supplier must utilise or implement an Interface approved in advance by the Merchant and which in the exclusive opinion of the Merchant adheres to the Merchant minimum security measures identified by the Merchant from time to time. To the extent that the retail website is hosted by an ISP whom the Supplier must ensure meets the Merchant's minimum-security measures and technology requirements. Furthermore, the Supplier must put into effect and maintain such security arrangements in respect of its website and its technology so as to procure (inter alia) the encryption and secure transmission of Sale Data provided by the Customer in ordering Approved Product(s) and facilitating Sales over the internet. Details of the Merchant’s requirements can be found in the Operating Instructions, as amended from to time to time.

Upon Authorisation the Supplier must immediately supply the Product to the Customer or make arrangements for the Product(s) to be provided within seven (7) days.

The Sale must relate to the Supplier Approved Product(s) which, in the exclusive opinion of the Merchant, are substantially the same as those declared in the Supplier’s application or as subsequently notified to and acknowledged by the Merchant as acceptable.

The Supplier will perform the Supplier’s legal and contractual obligations to both the Merchant and to the Customer.

The Supplier may list an item for Sale on the Website. However, the following items must not be listed on the Website or be made available for purchase by the Customers (irrespective of whether the item is listed on any of the Merchant’s other participating Supplier Websites):

the Supplier shall at all times clearly display at its points of Sale worldwide a hyperlink to the Customer Terms and Conditions and any logos or decals in any form and by any means requested by the Merchant from time to time in connection with these Terms and Conditions including specifically the Customer Guarantee. In addition, the Supplier shall at all times display in a prominent position at the Supplier points of Sale a complete and accurate description of the Approved Product(s) offered for Sale or supply by the Supplier and the nature of the commitment that the Customer is assuming. the Supplier shall further ensure that the Customer Guarantee wording (as amended by notice from the Merchant to the Supplier from time to time in accordance with these Terms and Conditions appears on every page of the Website:

The points of Sale must contain clear details and information about customer service, the Supplier contact details (including legal name, trading name, legal address, business address, email, phone and fax), currencies accepted, delivery policy and the country of the Supplier domicile and registration (if applicable) and the Refund/returns policy. the Supplier shall also comply with any and all requirements and guidelines issued by the Merchant together with all legal and regulatory requirements that apply from time to time.

The Supplier will clearly inform the Customer that they are committing to a Sale before they select to continue with any action that will result in a Sale. The Supplier will afford the Customer an unambiguous option to cancel the Sale at this juncture. the Merchant may investigate any complaint, which it receives from a Customer about the Supplier and shall be entitled to require that the Supplier amend and/or clarify the terms and conditions of Sale immediately upon the receipt by the Supplier of a notice in accordance with the Provisions herein from the Merchant to this effect. If the Supplier allows recurring Sales the Supplier shall offer an online cancellation facility to the Customers. The Supplier must notify the Customers at the outset that subsequent charges will be debited to their Card for such recurring payments.

On the completion of a Sale, the Supplier must dispatch items sold within the time stated on the website.

All postage, customs and excise duty or Relevant Tax associated with the auction or Sale (if applicable) will be paid by the Customer and it is the Supplier’s responsibility to determine, collect and remit the applicable Relevant Tax or customs and excise duties associated with a Sale. Unless otherwise agreed by the Merchant in advance in writing, the price of any items sold must be displayed inclusive of any customs and excise duty or Relevant Tax which may be applicable and the Supplier will not charge or seek to charge the Customer for any customs and excise duty or Relevant Tax which are additional to the price displayed for the item on the Website;

The Supplier is responsible for complying, on the Merchant's behalf, with any applicable Export Control Laws. If the Supplier is unable to comply with the Export Control Laws for any particular order, the Supplier must promptly cancel the Sale.

The Supplier agrees that it is the Supplier’s responsibility to determine whether Relevant Tax or customs duties apply to the Sale of Approved Product(s) to the Customer and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority. the Supplier agrees that, unless otherwise agreed by the Merchant in advance in writing, the price stated by the Supplier for any goods or services offered on the Website is inclusive of any Relevant Tax or customs duty that the Supplier may be required to remit in connection with such Sale. the Supplier also agrees that the Merchant is not obliged to determine Relevant Tax apply to any Sale of Approved Product(s) by the Supplier to a the Customer on the Website and are not responsible for collecting, remitting or reporting any Relevant Tax arising from such Sale.

The Supplier will not conduct a Sale that is contrary to any applicable export or import laws, rules or regulations, including but not limited to any applicable prohibitions against download, export or import:

(1) Into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, or Syria or any other country to which the United States has embargoed goods; or

(2) Into (or to a national or resident of) any country against which the European Union has sanctions; or

(3) Into (or to a national or resident of) any country against which the Bank of Gibraltar has sanctions; or

(4) Into (or to a national or resident of) any country that is listed by OFAC; or

(5) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

The Supplier agrees to abide by all applicable laws, rules, and regulations. The Supplier represents and warrants that the Supplier will not transfer, by electronic transmission or otherwise, Approved Product(s) to a foreign national or a foreign destination in violation of applicable laws, rules or regulations. The Supplier is solely responsible for obtaining any export licences, permits or similar approvals applicable to the Approved Product(s), and for paying any duties, tariffs or similar government charges related to the export of Approved Product(s). If the Supplier determines that the Supplier is unable to fulfil any particular Sale because of export or import laws, rules or regulations, the Supplier must promptly cancel the order. The Supplier will indemnify and hold the Merchant harmless from and against any damages, expenses, and losses the Merchant suffer based on the Supplier’s breach of this section.

The Supplier may not use commercial e-mail (solicited or unsolicited) to market Approved Product(s) that identifies the Merchant or the Merchant’s Website or where the e-mail violates any applicable laws or regulations regarding the use of commercial e-mail. The Supplier must comply with any legal obligations to provide proper labelling and content within the Supplier’s marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials must be in compliance with all laws concerning advertising and marketing for the territories the Supplier delivers those materials to. The Supplier is responsible for compliance with all of the above, whether the Supplier provides the e-mails or advertisements on the Supplier’s own or uses the services of a third party. If the Merchant is charged any Card Scheme Fee Assessments, penalties or incurs any costs, including attorney fees, because of the Supplier’s non-compliance with the above, the Supplier agrees to reimburse the Merchant any of those amounts upon the Merchant’s demand.

The Merchant is not obligated to pay the Supplier any amounts that are connected with any activities that are deemed to be fraudulent or criminal. The existence or possibility of fraud or criminal activity will be determined by the Merchant in the Merchant’s sole discretion, and the Merchant may make any inquiries and investigations the Merchant deems appropriate

By listing an item for Sale, the Supplier warrants to prospective Customers that:

(a) prior to the Sale the Supplier will be the true owner of the item or was properly authorised to sell the item by the true owner and will to transfer good title to the item free from any third party claims, liens or encumbrances to the Merchant for onward transfer to the Customer at the time of Sale on interest free credit terms that equate to the Payment schedule the Merchant have approved and advised to the Supplier; and

(b) the listing is accurate, current and complete and is not misleading or otherwise deceptive;

Unless the Merchant has agreed with the Supplier in advance and in writing to the contrary, the Supplier represents and warrants to the Merchant that the item is not one that would fall within any of the prohibited items described herein; and that the item is safe.

The Supplier further warrants that the Sale or distribution of the item is not in breach of applicable law (including, where items are sold internationally, the law of the destination country). This responsibility includes, but is not limited to, ensuring that

(a) any items sold are safe,

(b) any items sold bear a "CE" or similar mark where required by applicable law,

(c) any items sold are appropriately packaged and labelled as required by applicable law,

(d) any items sold otherwise comply with all applicable laws regarding their Sale and that the Supplier will audit the products on a regular basis (at least monthly) to ensure ongoing compliance with this obligation. The Supplier will also advise the Merchant of any age or other restrictions that apply to the Sale of any Approved Product(s) that the Supplier sells. The Merchant makes no representations that items not appearing on the prohibited items list herein may be sold or distributed or offered for Sale under applicable law.

The Supplier must:

The Supplier shall not directly or indirectly require any Customer to pay a surcharge, to pay any part of the Fees or the Supplier Service Charge, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the Sale in which a Card is used. For the purpose of This Provision a surcharge is any fee, charged directly or indirectly, deemed by the Merchant to be associated with the use of a Card that is not charged if another payment method is used.

The Supplier may not engage in acceptance practices that discriminate against, or discourage the use of a specific Card brand in favour Merchant’s of any other Card brand or payment method that is also accepted.

The Merchant will guarantee Customer satisfaction under the terms of the Customer Guarantee.

The Supplier hereby appoints the Merchant as the Supplier’s agent to initiate and take all steps that the Merchant considers necessary to process Refunds to Customers in all cases where the Merchant determines that the Customer is entitled to such Refund under the terms of the Customer Guarantee (as amended from time to time). the Supplier also hereby confirms that they have read and understood the terms of the Customer Guarantee and, in particular, that in order for the guarantee to operate effectively the Supplier agrees to make Refunds promptly as directed by the Merchant to resolve disputes and that the Merchant has the authority, where the Merchant considers it appropriate, to initiate Refunds without first referring back to the Supplier. the Supplier must provide the Merchant promptly with any assistance that the Merchant may require to deal with the Customer queries and complaints and to assist in processing Refunds. Where a Refund is made the Supplier will be responsible for collection storage and disposal of any returned goods and the Merchant shall not be responsible for requiring return of goods as a condition of making any Refund. The Supplier may not cancel the Merchant agency appointment unless and until all the Merchant’s obligations to any Shoppers who have purchased goods and/or services from the Supplier have been fully satisfied.

The Supplier must not use the website in any way that causes, or is likely to cause, the website, or access to it to be interrupted, damaged or impaired in any way.

The Supplier understands that the Supplier, and not the Merchant is responsible for all electronic communications and content sent from the Supplier’s computer to the Merchant and the Supplier must use the website for lawful purposes only.

The Supplier must not use the website for any of the following:

a) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity

b) to send, use or re-use any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, Trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam"

c) to cause annoyance, inconvenience or needless anxiety

The Supplier agrees that if the Supplier requests that any Sales be converted into a currency other than the one in which it was collected, all exchange rate costs incurred shall be borne by the Supplier.

The Supplier will integrate the Website to the Merchant in an electronic form acceptable to the Merchant to facilitate the Sale.

All Submissions will be at the sole expense of the Supplier. The Merchant will not accept any liability for the loss or misuse of a Submission that is transmitted to the Merchant without encryption. After the Submission is received and acknowledged as such by the Merchant, the Merchant will be responsible for the security of the Submission

All Submissions by the Supplier to the Merchant shall comply with the specifications described in the Operating Instructions and shall be delivered by the Supplier to the Merchant in the formats and in the manner set out in the Operating Instructions. The Merchant reserves the right to amend the specifications, the formats and/or the methods of delivery set out in the Operating Instructions from time to time. The Merchant shall inform the Supplier in writing of such amendments at least thirty (30) days before the new specifications; formats and/or methods of delivery apply.

The Supplier agrees that the Merchant shall be entitled at the Merchant’s sole discretion to accept; dispute, compromise or otherwise deal with any claim, loss or liability is against the Merchant in respect of Sales and shall be under no liability in respect thereof to the Supplier.

If an electronic Submission does not meet the requirements of the Merchant or if, in the exclusive opinion of the Merchant, the information contained therein is insufficient to facilitate a Sale, the Merchant shall use reasonable endeavours to advise the Supplier of such as soon as possible, in which case re-Submission must take place within one (1) Business Day of the Merchant advice to this effect.

Acceptance of Submissions by the Merchant shall not in any way be binding on the Merchant as to the validity of such Submissions and the Merchant reserves the right to reject any Sale if it is invalid under these Terms and Conditions or under the Rules notwithstanding that Payment in respect of such Sale has already been made.

The Merchant will notify in accordance with the Provisions herein the Supplier of a Trading cap on the aggregate value of Sales to be calculated in respect of any one calendar month and the Supplier shall not exceed the Trading cap.

The Supplier may request in writing the Merchant to increase the trading cap and the Merchant may at the Merchant’s discretion agree or refuse an increase and the Merchant’s decision shall be final and binding.

This Provision shall remain in effect notwithstanding such termination or expiration.

This Provision shall endure to the benefit of and bind the respective successors and permitted assigns of the Parties.

Any non cash payments by way of Bank Transfer, Direct Debit, Cheque, Sale or otherwise to the Merchant by the Supplier in payment of a liability of the Supplier under these Terms and Conditions shall be deemed to be accepted subject to proper receipt by the Merchant of the money due. If no proper payment is received, the Merchant remain entitled to demand payment of the full amount and the Supplier remains obliged to make such payment in full.

The Supplier accepts that if due payment to the Merchant is not made in full and on time, the Merchant may at the Merchant’s discretion tell credit reference agencies who will make a record of the outstanding debt. The Merchant or any lender may use the information provided if the Supplier applies for other facilities, and for occasional debt tracing and fraud prevention purposes. The Merchant may also pass information to financial and other organisations involved in fraud prevention to protect themselves and their customers from theft and fraud.

The Sales processing Fees and Charges will be notified by the Merchant to the Supplier.

For the provision of the Facility; the Supplier agrees to pay the Merchant as the Merchant may request:

Any Fees or penalties imposed by any Card Scheme on the Merchant as a result of the activities, Sales (fulfilled or not by the Supplier) and any acts or omissions of the Supplier shall be charged at cost in original currency and shall be the liability of the Supplier.

The Supplier hereby accepts that excessive levels of Dishonoured Sales are subject to Card Scheme Fee Assessments from the major Card Schemes. The Supplier further accepts that if the Card Scheme considers that Refunds have been issued to avoid Dishonoured Sales, these Refunds may be used in calculating whether acceptable (to the Card Scheme) thresholds have been exceeded; such Refunds are subject to similar Card Scheme Fee Assessments.

This Provision shall remain in effect notwithstanding such termination or expiration.

This Provision shall endure to the benefit of and bind the respective successors and permitted assigns of the Parties.

Any payment default of the Supplier that exceeds thirty (30) days past the date when due shall be considered a material breach of these Terms and Conditions.

The Service Charge on Sales shall be as computed by the Merchant calculated upon the gross value of Sales plus Refunds processed by the Merchant.

Payment will be paid in accordance with the schedule of Fees advised to the Supplier by the Merchant.

Payment shall be transferred to the Supplier, after deduction of all due liabilities of the Supplier to the Merchant under these Terms and Conditions whether present, future, actual or contingent. Upon Payment, the Supplier will be given access to a statement, which specifies the Payment sent and a breakdown of the amounts due.

The Merchant shall be entitled to set off the Supplier unpaid debts against Payment

All Payments made by the Merchant to the Supplier in pursuance of these Terms and Conditions shall be subject to adjustment for Refunds provided to the Customers, Dishonoured Sales and any other liabilities of the Supplier to the Merchant. Further, and without prejudice to the generality of the foregoing, Payments shall be made after deduction of:

(1) the Supplier fails to produce at the Merchant’s request and in a form satisfactory to the Merchant, evidence of the Customer’s authority to debit the amount of the Sale; or

(2) the Customer denies having authorised the Sale.

The Supplier shall establish and maintain a Bank Account at a bank or financial institution acceptable to the Merchant, for each Payment Currency, solely to facilitate Payment. the Supplier will maintain sufficient funds in the Supplier Bank Account in respect of due liabilities under these Terms and Conditions including but not limited to any Fees owing by the Supplier to the Merchant under these Terms and Conditions and in respect of Dishonoured Sales. The Supplier irrevocably authorises the Merchant to debit the Supplier Bank Account any amounts due under these Terms and Conditions.

The Supplier must obtain prior written consent from the Merchant to change the Bank or financial Institution at which the Supplier Bank Account is maintained. If the Supplier does not obtain such consent before changing the location of the Supplier Bank Account, the Merchant may, at its discretion, terminate these Terms and Conditions forthwith and may take any other action, which it deems necessary to protect its interest hereunder. If the Supplier changes the Supplier Bank or Bank branch the Supplier shall notify in accordance with the Provisions herein the Merchant in writing immediately and shall forthwith irrevocably authorises the new Bank or Bank branch to pay Direct Debits in accordance with the Provisions herein. In such circumstances, the Merchant reserves the right to undertake a complete re-assessment of the Supplier before continuing the Facility.

Refunds to a Card, when there has been no corresponding Sale on that same Card are not permitted under these Terms and Conditions. The Supplier will only process Refunds where there is a corresponding Sale and then only up to the value of that Sale and no more.

Where the Supplier wishes to process a Refund they shall advise the Merchant either by such automated systems as the Merchant shall make available to them from time to time, or by fax or post on the Supplier headed paper.

Refunds will only be made to the Card upon which the original Sale was debited and not to any other Card.

Each Refund shall be processed in the original Sale Currency and to the value of the original Sale or part thereof (at the rate of exchange prevailing at the time of the Refund as advised by the Merchant if applicable).

The Merchant reserves the right not to process Sales from the Supplier, for instances when the Submission provided by the Supplier to the Merchant does not comply with the specifications referred to in the Operating Instructions. The Merchant shall inform the Supplier in writing of such decision within seven (7) days.

A Sale shall be invalid if:

the Supplier will provide the Merchant with reasonable assistance as may be required or requested by the Merchant from time to time for the prevention and detection of Fraudulent Sales and will inform the Merchant of any material change in the nature or size of the Supplier’s business.

the Supplier agrees to provide the Merchant with all reasonable assistance to resolve any disputes arising from the Supplier Submissions and to return and store securely a copy of the Sales therein for a period of twelve (12) months from the date of the Sale and to promptly (and in any event, within seven (7) days of demand by the Merchant) supply to the Merchant a copy of the stored copy to assist in the resolution of Disputed Sales.

At the request of the Merchant the Supplier shall make available to the Merchant all such relevant information and reasonable assistance as deemed appropriate by the Merchant for the purpose of recovering any funds in respect of a Dishonoured Sale.

The Supplier may submit Customer Not Present Sales to the Merchant subject to the Supplier obtaining on-line Authorisation from the Merchant for all such Sales.

Acceptance of Sales shall not in any way be binding on the Merchant as to the validity of any Sale. The Merchant gives the Supplier no assurances that any Sales will be honoured or that any Card Issuer or Card Scheme shall not exercise any Dishonoured Sale or other rights of reduction or that the Merchant will not utilise Set-Off under these Terms and Conditions even where such Sale has been Authorised.

In the event that Authorisation to complete the Sale is given by the Merchant, such Authorisation code will be recorded upon the Sale.

The Supplier must adopt the following method for obtaining Authorisation for Sales completed pursuant to these Terms and Conditions:

On-line Authorisation:

The Merchant maintains an Authorisation system that may be accessed by direct electronic communications link. The Supplier will establish an on-line Authorisation link between its Sales system or terminal and the Merchant system. This on-line link should be used to Authorise every Sale unless otherwise agreed.

All Sales must be Authorised by the Card Issuer or Card Scheme and acknowledged as Authorised by the Merchant to the Supplier.

The Minimum Authorisation Limit for the purpose of these Terms and Conditions shall be £0.00 (zero Pounds Sterling; or the equivalent in the Sale Currency) for all Sales. The Merchant reserves the right to vary such Minimum Authorisation Limit at any time and from time to time impose a different Minimum Authorisation Limit in respect of each Card Scheme covered by these Terms and Conditions.

The Supplier Individual Sale Limit under these Terms and Conditions will be advised to the Supplier by the Merchant when the Merchant approve the Supplier for the Facility.

The Merchant reserves the right to vary the Supplier Individual Sale Limit at any time and from time to time impose a different Individual Sale Limit in respect of each Card type.

In certain circumstances the Merchant will accept prior notification, hereinafter “Pre-Authorisation” of a Sale for processing at a later date. In such circumstances, notification to proceed or not proceed with the Sale, hereinafter “Post-Authorisation” will be given by the Supplier to the Merchant no more than five (5) days later. Both Pre-Authorisation and Post-Authorisation shall be transmitted to the Merchant electronically. The Pre-Authorisation is automatically cancelled six (6) days later if not Post-Authorised. The Supplier has a further five (5) days to request a second Authorisation or Pre-Authorisation for the Sale. The Merchant shall be indemnified in respect of any claim, alleged claim, loss or liability (including any costs and expenses) made against, resulting to or incurred by the Supplier or howsoever arising from or relating to any Authorisation, Pre-Authorisation, Post-Authorisation or decline of such Sales.

The Supplier accepts that information and advice supplied by the Merchant concerning Sales that may potentially be suspect is given in good faith in order to support the Supplier in deciding whether to process the Sale in question or raise further queries. The Supplier accepts that the Merchant cannot guarantee the accuracy or completeness of the information or advice. The Supplier accepts that the Merchant cannot accept responsibility for the use of such information or advice and the Supplier shall indemnify the Merchant against any liabilities arising from the Supplier deciding to accept or decline a Sale.

The Supplier accepts than an Authorisation by the Merchant is not an assurance of the Sales validity and that the Sale may be subject to Dishonoured Sale at a later date.

the Supplier acknowledges that an Authorisation from the Merchant does not guarantee Payment will be made by the Merchant in respect of a Sale and will not under any circumstances validate a fraudulent Sale, a Sale involving the use of an expired Card or a Sale, which is otherwise invalid for any reason.

Notwithstanding the Provisions contained herein the Merchant reserves the right to restrict or prohibit the Supplier submitting Sales or transacting in certain currencies or countries.

Such circumstances may include (but are not limited to):

The Supplier shall ensure compliance with local law in the execution of these Terms and Conditions and shall immediately bring to the Merchant’s attention in writing any circumstances that prevent compliance with these Terms and Conditions.

the Supplier will obtain the consent of all the Customers and others to the transmission (including export outside the European Economic Area) of their personal data (including without limit “sensitive data” as defined in the European Data Protection Act) to or by the Merchant and permit processing and use of the same by the Merchant in accordance with these Terms and Conditions.

The Supplier hereby agrees to comply in full with all applicable laws and regulations (including in relation to (Anti) money laundering) in relation to these Terms and Conditions and to obtain all licences, consents and approvals that may from time to time be required and to comply with all data protection statutes, regulations and directives (including without limitation, the European Data Protection Act) and all regulations or codes of practice made in connection therewith. Furthermore the Supplier shall not do anything that may bring the business of the Merchant or of any subsidiary or associated Company into disrepute or may have a detrimental effect on the business of the Merchant or of any subsidiary the Supplier or any associated Company.

This Provision shall remain in effect notwithstanding such termination or expiration.

This Provision shall endure to the benefit of and bind the respective successors and permitted assigns of the Parties.

The Supplier shall retain legible copies of all Sales in the form of electronic data, pursuant to these Terms and Conditions for a period of three (3) years. The Merchant may from time to time request the Supplier to provide copies of Sales or other electronic data records pursuant to these Terms and Conditions. The Supplier will deliver to the Merchant (without charge) such copies to the Merchant within seven (7) Business Days of such request to do so being received by the Supplier from the Merchant.

The Supplier shall retain documentary evidence of dispatch or supply of the Approved Product(s) for a period of three (3) years. Such documentary evidence to be produced to the Merchant if requested within seven (7) days of the date of the relevant request from the Merchant.

The Merchant shall be provided with access to all information and documents in the Supplier possession relevant to the Supplier obligations under these Terms and Conditions.

The Merchant shall have the right to audit the Supplier and all such audits shall take place during the Supplier normal business hours and shall be conducted with minimal disruption to the Supplier business. The Supplier agrees to co-operate with and promptly supply the Merchant with all information and material upon request within seven (7) days of such request.

This Provision shall remain in effect notwithstanding such termination or expiration.

This Provision shall endure to the benefit of and bind the respective successors and permitted assigns of the Parties.

In addition to the other obligations herein, the Supplier agrees to:

i. if the Supplier becomes insolvent or bankrupt (voluntary or involuntary) or changes the Supplier’s ownership or business; or

ii. if the Supplier becomes aware of any non-compliance with the Rules or these Terms and Conditions; or

iii. any adverse or material change occurs to the Supplier’s business; or

iv. any information indicating that any the Supplier’s acceptance of Cards is something other than the bona fide Sale of Approved Product(s) by the Supplier; and

In order for the Merchant to provide the service, the Supplier will need:

a) A website (hereinafter “THE WEBSITE”) with full marketing, contact information and terms and conditions of trade. This should also include a clear Refund policy and what the Customer should expect as a service from the Supplier;

b) A bank account in the Supplier’s name to which the Merchant can pay monies owed to the Supplier after a Sale

c) To comply fully with these Terms and Conditions

In consideration of the payment by the Supplier of the Fees and Charges and additional costs and subject to the terms and conditions of these Terms and Conditions, the Merchant hereby undertakes:

(1) Any message that originates from the Server of the Supplier, will be deemed to be authorised by the Supplier and the Merchant shall not be liable for processing such messages; and

(2) The Merchant is not responsible for the security of data residing on the Server of the Supplier or a third Party designated by the Supplier; and

(3) The Merchant shall have no liability for any failure or delay in performing the Merchant’s obligations under these Terms and Conditions if such failure or delay is caused by the Supplier acts or omissions or results from actions taken by the Merchant in good faith to avoid violating a law, rule or regulation of any governmental authority or is caused by circumstances beyond the Merchant’s control.

These Terms and Conditions shall commence upon the date the Merchant notifies the Supplier of acceptance to the Facility (the “Operative Date”) and, shall remain in force for an indefinite period with a minimum duration of 12 months after which time it may be terminated at any time by either Party giving not less than thirty (30) days notice in accordance with the Provisions herein to the other or by the Terms and Conditions being superseded by the signing of a new Terms and Conditions.

In addition to any other termination rights granted by these Terms and Conditions, either Party may terminate these Terms and Conditions after giving thirty (30) days notice in accordance with the Provisions herein to the other, advising of the material breach that has occurred. The notifying Party may withdraw this notice if the breach has been rectified to their full satisfaction.

Subject to the minimum duration of these Terms and Conditions as specified in the Provisions herein and in addition to any other termination rights granted by these Terms and Conditions, the Supplier may terminate these Terms and Conditions for any reason by giving thirty (30) days notice in accordance with the Provisions herein to the Merchant. A lesser period of notice may be liable to a penalty payment to the Merchant in accordance with the schedule of Fees advised to the Supplier by the Merchant.

In addition to any other termination rights granted by these Terms and Conditions, the Merchant may terminate these Terms and Conditions immediately without liability, upon verbal or written notice, if in the Merchant’s exclusive opinion the Supplier, the Supplier’s Affiliates, are using the Facility in furtherance of any activity which violates any law, Rule or regulation; or the Supplier, the Supplier’s Affiliates are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of the Supplier use of the Facility.

The Merchant may terminate at any time the Supplier’s rights under these Terms and Conditions (and any associated Terms and Conditions between the Supplier and the Merchant forthwith without any term or notice and/or judicial intervention being required in the event that: -

Termination shall not prejudice or affect a right or action, which has accrued to either Party.

All outstanding Fees shall remain due and payable by the Supplier in accordance with the terms of these Terms and Conditions.

The termination of these Terms and Conditions shall not affect any provision of these Terms and Conditions which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of these Terms and Conditions, and shall not prejudice or affect the rights of the Merchant against the Supplier in respect of any breach of the terms and conditions of these Terms and Conditions.

Termination shall not affect obligations incurred prior to such termination.

In the event of termination of these Terms and Conditions all of the Merchant Property held by the Supplier at that time may be withdrawn by the Merchant and for that purpose it shall be lawful for the Merchant by its servant(s) or agent(s) to enter upon the premises of the Supplier wherever situate for the purpose of removing such Property.

Notwithstanding termination of these Terms and Conditions, the Supplier must maintain in the Supplier’s Bank Account(s) and Reserve enough funds to cover all Dishonoured Sales, Refunds, Fees and other liabilities incurred by the Supplier for the lifetime of the Sales. Any balance remaining after the Merchant's rights have expired and all other amounts owed to the Merchant and its agents have been paid in full will be disbursed to the Supplier. If the amount in the Supplier ‘s Bank Account(s) and Reserve is not adequate for this purpose, the Supplier shall pay the Merchant the amount the Supplier owes upon demand, together with all costs and expenses incurred to collect that amount, including any reasonable legal Fees.

On the termination of these Terms and Conditions pursuant to any of the Provisions hereof any such termination shall have effect subject to the accrued rights and remedies of the Parties to these Terms and Conditions as of the date of termination and shall be without prejudice to the Provisions herein relating to post termination rights which shall continue in full force and effect. Termination of these Terms and Conditions for any reason shall not relieve either of the Parties of its liability for the payment or performance of any obligation accrued or resulting from acts, omissions or events occurring prior to the effective date of termination. Provisions contained in these Terms and Conditions that by their sense, nature or context are intended to survive completion of performance, termination or cancellation of these Terms and Conditions shall so survive. Representations, indemnities and warranties given under these Terms and Conditions shall survive and this Provision shall remain in effect notwithstanding such termination or expiration.

As security for the fulfilment of the Supplier’s obligations under these Terms and Conditions including any operational risks arising from the processing of the Sales and any Sales that have been reversed, Refunded, refused or Dishonoured, the Merchant will create a security Reserve as soon as is practicable upon the Supplier‘s execution of these Terms and Conditions to secure the Supplier’s obligations hereunder.

The Merchant reserves the right to review and adjust the amount of the Reserve regularly during the term of the Terms and Conditions on the basis of the actual risks identified. The Merchant shall return the Reserve to the Supplier after deduction of any amounts due from the Supplier after six (6) months from the date of expiration or termination of these Terms and Conditions without payment of any credit interest.

The Merchant will have the right to deduct from, recoup, or offset against the Reserve any amounts owed by the Supplier to the Merchant under these Terms and Conditions or any other Terms and Conditions between the Merchant and the Supplier.

The Merchant may take any other reasonable actions necessary to protect itself against financial or other risks including, but not limited to, changing the Supplier’s Payment dates and/or refusing to Authorise any or all Sales.

Upon the Merchant’s request, the Supplier will immediately assist the Merchant in implementing such safeguards as the Merchant may determine are prudent and necessary to create or require, including without limitation in respect of Reserve, or other safeguards against the Supplier.

The Supplier hereby authorises the Merchant to establish and maintain a Reserve in accordance with this Provision to ensure the Merchant’s recovery of any liabilities owing to it or reasonably anticipated will be owed by the Supplier to it pursuant to these Terms and Conditions.

Notwithstanding the termination of these Terms and Conditions; the Supplier shall at all times maintain at a minimum sums in the Reserve sufficient to satisfy the Supplier’s obligations to the Merchant hereunder.

The Merchant shall have sole control of the Reserve. The Merchant may at any time require that the minimum balance in the Reserve be increased. In no event shall the Supplier be entitled to a return of any sums remaining in the Reserve before one-hundred-and-eighty (180) days following the effective date of termination of these Terms and Conditions.

The Merchant may debit the Reserve to exercise the Merchant's rights under these Terms and Conditions to collect any amounts due to it including without limitation, rights of Set-Off.

Upon termination of these Terms and Conditions un-Paid Sales net of all of the Supplier’s liabilities shall be placed in the Reserve. If the amount in the Reserve is not adequate for the aforesaid purposes, the Supplier shall pay to the Merchant on demand the amount then due to the Merchant hereunder, together with all costs and expenses incurred by the Merchant in collecting the sum due, including all reasonable legal Fees.

the Supplier hereby agrees that the Supplier shall indemnify and hold the Merchant harmless for any action the Merchant take against the Reserve pursuant to these Terms and Conditions. The Supplier will also indemnify and hold harmless the institution at which the Merchant maintains the Reserve for acting in accordance with any instruction from the Merchant regarding the Reserve. This Provision shall survive termination of these Terms and Conditions.

The Reserve and/or Security will at the sole discretion of the Merchant take the form of any, some or all of:

Notwithstanding any other provision of these Terms and Conditions, the Merchant may withhold initial Sales from Payment until the sum total of such Sales net of all of the Supplier liabilities approximates no less than the gross value of one (1) average week's approved Sales (as indicated in the Supplier’s application for the Facility), (hereinafter “Initial Reserve”). The amount of the Initial Reserve shall be advised by the Merchant to the Supplier upon the Merchant’s approval of the Supplier for the Facility.

The Initial Reserve may be used by the Merchant to satisfy any of the Supplier’s liabilities under these Terms and Conditions. If all or part of the Initial Reserve is used to satisfy such liabilities, then the Merchant may continue to withhold a percent of Sales net of all the Supplier’s liabilities or at the Merchant’s sole discretion increase the Rolling Reserve percentage until the Initial Reserve is replenished to its prior level or to a level satisfactory to the Merchant, at the Merchant’s complete discretion.

The Merchant will keep the Initial Reserve in a dedicated account. In the event that the Supplier ceases processing Sales pursuant to the terms of these Terms and Conditions or if for any reason, these Terms and Conditions terminates, the Merchant will continue to retain the Initial Reserve for a period of one-hundred-and-eighty (180) days from the date of Termination. During this period, the Merchant will use the Initial Reserve to satisfy any liabilities of the Supplier and at the end of the one-hundred-and-eighty (180) day period will pay the balance of the Initial Reserve, if any, to the Supplier.

The amount of the Initial Reserve shall be advised by the Merchant to the Supplier upon the Merchant’s approval of the Supplier for the Facility.

Notwithstanding any other provision of these Terms and Conditions, the Merchant may demand a deposit of an amount, which represents an estimation (by the Merchant) of the operational risks of the Facility to be rendered to the Supplier and the different Accounts to be opened in connection therewith (hereinafter “Deposit Reserve”).

The Deposit Reserve may be used by the Merchant to satisfy any liabilities of the Supplier under these Terms and Conditions. If all or part of the Deposit Reserve is used to satisfy such liabilities, then the Merchant may continue to withhold a per cent of Sales net of all the Supplier’s liabilities or at the Merchant’s sole discretion increase the Rolling Reserve percentage until the Deposit Reserve is replenished to its prior level or to a level satisfactory to the Merchant, at the Merchant’s complete discretion.

The Merchant will keep the Deposit Reserve in a dedicated account. In the event that the Supplier ceases processing Sales pursuant to the terms of these Terms and Conditions or if for any reason, these Terms and Conditions terminates, the Merchant will continue to retain the Deposit Reserve for a period of one-hundred-and-eighty (180) days from the date of Termination. During this period, the Merchant will use the Deposit Reserve to satisfy any liabilities of the Supplier and at the end of the one-hundred-and-eighty (180) day period will pay the balance of the Deposit Reserve, if any, to the Supplier.

The amount of the Deposit Reserve shall be advised by the Merchant to the Supplier upon the Merchant’s approval of the Supplier for the Facility.

Notwithstanding any other provision of these Terms and Conditions, the Merchant may demand retention of a percentage (to be determined by the Merchant) of the total Sales net of all of the Supplier liabilities on any particular day. The Merchant will retain this percentage on a “rolling period” of one-hundred-and-eighty (180) days after which the amounts retained will be released to the Supplier (hereinafter “Rolling Reserve”).

The Rolling Reserve may be used by the Merchant to satisfy any of the Supplier’s liabilities under these Terms and Conditions. If all or part of the Rolling Reserve is used to satisfy such liabilities, then the Merchant may continue to withhold a per cent of Sales net of all of the Supplier’s liabilities or at the Merchant’s sole discretion increase the Rolling Reserve percentage to a level satisfactory to the Merchant, at the Merchant’s complete discretion.

The Merchant will keep the Rolling Reserve in a dedicated account. In the event that the Supplier ceases processing Sales pursuant to the terms of these Terms and Conditions or if for any reason, these Terms and Conditions terminates, the Merchant will continue to retain the Rolling Reserve for a period of one-hundred-and-eighty (180) days from the date of Termination. During this period, the Merchant will use the Rolling Reserve to satisfy any of the Supplier’s liabilities and at the end of the one-hundred-and-eighty (180) day period will pay the balance of the Rolling Reserve, if any, to the Supplier.

The level of the Rolling Reserve shall be advised by the Merchant to the Supplier upon the Merchant’s approval of the Supplier for the Facility.

If requested by the Merchant the Supplier will procure a Guarantee from an acceptable (to the Merchant) third Party as security for the Supplier’s obligations arising under these Terms and Conditions. The Guarantee to be for an unlimited amount and shall expire no sooner than one-hundred-and-eighty (180) days after termination of these Terms and Conditions.

If requested by the Merchant the Supplier will procure an Insurance Bond from an acceptable (to the Merchant) Insurer as security for the Supplier’s obligations arising under these Terms and Conditions. The Bond will be for the period and amount requested by the Merchant (at the Merchant's sole discretion) and expire no sooner than one-hundred-and-eighty (180) days after termination of these Terms and Conditions.

If requested by the Merchant the Supplier will pay for relevant Insurance to which the Merchant shall be the beneficiary from an acceptable (to the Merchant) Insurer to provide security to the Merchant. The Insurance will for the period and amount as advised by the Merchant to the Supplier in accordance with the Provisions herein.

The Supplier shall take reasonable steps to assist the Merchant in handling a claim or alleged claim by a the Customer against the Supplier; and

(i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or

(ii) the Indemnifying Party shall have failed promptly to assume the defence of such proceeding; or

(iii) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defence thereof and such counsel shall be at the reasonable expense of the Indemnifying Party).

The Merchant represents and warrants to the Supplier that:

a) the Merchant has all necessary corporate power and authority to enter into these Terms and Conditions;

b) these Terms and Conditions and its performance hereunder do not and will not violate the terms of any other contract, covenant, or agreement to which the Merchant is a party or requires any as-yet un-obtained third-party consents or approvals, nor will the nature of these Terms and Conditions or the performance of the Outsourced Services as required by the Merchant violates any applicable law or regulations.

c) the Merchant has obtained and will maintain all necessary rights, licences, approvals and consents from any and all relevant third parties in respect of any and all data, information, assistance, materials, access to equipment, Trademarks, specifications or other materials provided by the Merchant to the Supplier hereunder for the Supplier’s use in relation to the Outsourced Services or so that the Supplier may legally use the same for all purposes hereunder.

The Supplier represents and warrants that during the term of these Terms and Conditions:

(1) the provision of the Facility may be affected by a number of factors outside the Merchant's control causing outages, faults or delays in respect of the Facility. Such outages, faults or delays may be caused by factors including, difficulties with the performance or operation of the Interface, equipment or systems, congestion, traffic or technical difficulties with the Internet, supporting telecommunications infrastructure failures or incorrect operation of the Facility by the Supplier; and

(2) the provision of the Facility may be affected by a breach by the Supplier of any of the Supplier’s obligations under these Terms and Conditions; and

(3) the Facility may not be available during scheduled maintenance periods, the Merchant's equipment or, if applicable, the equipment used to host the Facility. the Merchant will endeavour to notify the Supplier in advance of such maintenance periods in accordance with the Provisions herein and the Merchant make every effort to minimise any inconvenience that may be caused by such maintenance; and

(4) the Merchant’s failure to perform the Merchant’s obligations under these Terms and Conditions will be excused to the extent that such failure is a result of the occurrence of a circumstance referred to in this Provision, or a result of the occurrence of a circumstance referred to in the Provisions herein or a failure by the Supplier to perform the Supplier’s obligations under these Terms and Conditions.

(5) that the Facility may not be uninterrupted or free of error; and

(6) the Supplier shall not rely upon any representation, warranty or any other provision except as expressly provided in these Terms and Conditions; and

(7) that the Supplier shall not rely upon information in any brochures, Service descriptions or similar documentation provided by the Merchant prior to the execution of these Terms and Conditions; and

(8) that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permissible by law.

(9) the Supplier has all necessary corporate power and authority to enter into these Terms and Conditions;

(10) these Terms and Conditions and its performance hereunder do not and will not violate the terms of any other contract, covenant, or agreement to which the Supplier is a party;

(11) with the exclusion of any and all matters pertaining or relating to intellectual property rights, in respect of which the Supplier makes no representation and gives no warranty whatever, these Terms and Conditions and its performance hereunder as of the Operative Date do not require any as-yet-un-obtained third-party consents or approvals.

Notwithstanding any other term of these Terms and Conditions under no circumstances will the Merchant be liable to the Supplier or any third Party for loss of profits or indirect, exemplary or special damages or consequential loss.

For the duration of these Terms and Conditions and after its expiry or termination, any defaults on payment by the Supplier, including any reversed, Refunded, Dishonoured or refused Sales, shall be the Supplier’s liability.

The Parties shall not be liable for any consequential, incidental or indirect damages as a result of any cause of action including, inter alia, tort and contract, regardless of whether either Party has been advised of the possibility of such damages. The Parties agree that, except for claims arising from criminal or wilful misconduct, they will not seek punitive or exemplary damages.

Any messages that originate from the Supplier’s Server or the Server of a third Party designated by the Supplier will be deemed to be authorised by the Supplier and the Merchant shall not be liable for processing such messages.

The Merchant is not responsible for the security of data residing on the Supplier Server or the Server of a third Party designated by the Supplier.

The Merchant shall have no liability for any failure or delay in performing the Merchant’s obligations under these Terms and Conditions if such failure or delay is caused by the Supplier’s acts or omissions or results from actions taken by the Merchant in good faith to avoid violating a law, rule or regulation of any governmental authority or is caused by circumstances beyond the Merchant’s control.

The Merchant will be at liberty to exercise the Merchant’s rights under the power of attorney granted under the Provisions herein.

The Merchant shall not be liable for any loss or losses:

1) Any loss of profit, business, contracts, revenues, or anticipated savings; or

2) Any special, indirect, or consequential damages of any nature whatsoever, resulting from any act or omission on the Merchant’s part or any other person authorised by the Merchant; or

The Merchant intends to outsource certain functions to the Supplier and the Supplier agrees. The Supplier shall make available to the Merchant the Outsourced Services at a cost of £0.00 (zero pounds zero pence sterling) to the Merchant (the “Fee”).

The Outsourced Services are:

Any Software and integration guides supplied by the Merchant will remain the property of the Merchant and will be returned to the Merchant upon request.

The Supplier will create a website for the Facility. The Supplier is responsible for the material that the Supplier or anyone else puts on the website. The Supplier must include the Supplier’s contact details (for example e-mail address) clearly on the Supplier’s website. Any material on the Supplier’s website, or how it is used, must not be illegal. In particular, the Supplier must make sure that the Supplier has all licences and permission (including those from owners of copyrights, performing rights and any other relevant intellectual property rights) the Supplier needs.

the Supplier agrees that the Merchant shall be entitled in the Merchant’s discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability such as is there described which is made against it and shall be under no liability in respect thereof to the Supplier.

If a claim is brought against the Merchant by a Customer, a Card Issuer, the Acquirer or other third Party the Merchant will be entitled to settle or otherwise deal with it at the Merchant’s sole discretion, including taking such steps as are reasonable to mitigate any potential loss the Merchant may incur and the Merchant will have the right to debit the Supplier for the costs of such actions..

THE SUPPLIER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF SALES INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY the Merchant. Further, the Supplier hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

Each Party and any Relevant Affiliate shall at its own cost, from time to time on request, do or procure the doing of all such acts and/or the execution of all such documents in a form reasonably satisfactory to the other Parties which such other Parties may reasonably consider necessary to give full effect to these Terms and Conditions and securing to it the full benefit of the rights, powers and remedies conferred upon it in these Terms and Conditions.

In accordance with these Terms and Conditions the Supplier shall only be entitled to sell goods and/or with the Merchant’s advance written consent and then only upon such terms as may be imposed upon the Supplier by the Merchant.

The Supplier acknowledges and agrees that the Supplier will not use the Facility for Sales relating to:

The Merchant reserves the right to fulfill any of the Merchant's duties and powers under these Terms and Conditions by the use of agents and sub-contractors. The Supplier may not fulfill any of the Supplier’s duties under these Terms and Conditions by the use of agents or sub-contractors.

The Merchant shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under these Terms and Conditions caused by any circumstance beyond the Merchant’s reasonable control (“Force Majeure Event”), which shall, without limiting the generality of the term, be deemed to include, acts of God, expropriation or confiscation of facilities, any form of Government intervention, war or other action of military forces, hostilities, rebellion, terrorist activity, local or national emergency, terrorism, sabotage or riots, civil commotion, vandalism, accident, break down or damage to electronic, telecommunications or other equipment, floods, fires, explosions, strikes lock-outs or other industrial actions or trade disputes of whatever nature, lack of labour break down of computer Software or hardware, irrespective of whether such circumstances were foreseeable or not or other catastrophes.

On the occurrence of a Force Majeure Event, the Merchant may at the Merchant’s discretion perform or suspend performance of these Terms and Conditions. In the event that performance is suspended the Parties will meet forthwith (or converse by whatever means may be more practicable and acceptable to both Parties) to discuss the circumstances with a view to reaching a satisfactory solution. The Merchant shall take all steps that are reasonable in the circumstances to put itself in a position whereby it can perform its obligations under these Terms and Conditions.

On becoming aware of the event of Force Majeure, the Merchant shall immediately notify in accordance with the Provisions herein the Supplier in writing giving details of the event of Force Majeure and a reasonable estimate of the period during which the Force Majeure will continue.

If the event of Force Majeure continues for more than thirty (30) days, the Supplier may terminate immediately these Terms and Conditions by giving the Merchant notice in accordance with the Provisions).

Both Parties shall make reasonable efforts to mitigate the effects of Force Majeure.

The Merchant shall not be liable for the consequences of any delay in performing or failing to perform its obligations under these Terms and Conditions if the delay or failure is wholly or substantially due to an event of Force Majeure.

The Merchant shall not be obliged to fulfil any of the Merchant’s obligations pursuant to these Terms and Conditions if the Merchant cannot meet such obligations due to Force Majeure.

In case of Force Majeure, the Merchant shall have the right to rescind the Terms and Conditions without any term of notice and/or judicial intervention being required or to suspend compliance with the Terms and Conditions without the Merchant being liable for any damage and/or loss ensuing there from.

Except to take effect after the expiry of a period of notice validly given under these Terms and Conditions, the Supplier shall not enter into an Terms and Conditions with any individual, group of individuals or Company that offers Service(s) similar to those offered by the Merchant while these Terms and Conditions remains in force.

The Supplier acknowledges and agree that it is the Supplier’s responsibility to effect Public Liability Insurance on the Supplier’s own behalf in respect of those matters for which the indemnities herein are given and agrees to arrange for its Underwriters and/or Insurers to renounce their rights of recourse (if any) against the Merchant and to verify the existence of such Public Liability Insurance to the Merchant on request.

The Supplier shall effect on or prior to the date of execution of these Terms and Conditions and shall continue thereafter during the term of these Terms and Conditions a policy of insurance with a reputable insurance provider in respect of all injury to, damage or destruction of all equipment or Products on foot for which payment by Cards is accepted by the Merchant, against all risks against which a prudent businessman would effect cover and in the case of equipment or goods that are the property of the Merchant, whether distinct or incorporated in whole or in part with equipment or goods the property of or in the possession of the Supplier, the Supplier shall have the interest of the Merchant noted on the policy. The Supplier shall make available forthwith to the Merchant, on request, a copy of the insurance policy together with a copy of the most up to date receipt in respect of payment of insurance premiums. In the event of failure of the Supplier to comply with this obligation, the Merchant shall be entitled (but not obliged) to effect such policy in its own name and to compel payment thereof by the Supplier in accordance with the Provisions of these Terms and Conditions.

The Merchant promises that neither the Merchant nor any of its employees will disclose or transfer any of the Customer’s information in any Sale nor will the Merchant knowingly permit any third Party to do so, other than in respect of a Sale that has not been honoured by the Merchant or to enable it to provide the Facility to the Supplier.

All information and/or data provided by the Supplier or collected by the Merchant from the Supplier will be considered Confidential Information and will not be disclosed by the Merchant to any third Party except as may be required in the Merchant’s performance of the Facility in accordance with the terms hereunder, or except as may be required by law or pursuant to a lawful request of a government agency.

Notwithstanding any other provisions of these Terms & Conditions, the Merchant may disclose the Customer‘s information and any other information in its possession pertaining to either a Customer or the Supplier when requested by any government authority, including any federal, provincial, state, municipal or city representative and the Supplier agrees that it shall have no claim of any nature against the Merchant arising from such disclosure. For certainty, the Merchant may disclose any information known to the Merchant or any Affiliate of the Merchant with respect to the Supplier or the Customer immediately upon the request of any individual or agency that is or appears to be (such appearance to be in the absolute discretion of the Merchant) investigating allegedly unlawful activity.

No announcement or public statement concerning the existence, subject matter or any Provision of these Terms and Conditions shall be made by or on behalf of the Supplier hereto without the prior written approval of the Merchant; and this Provision shall not apply to any announcement, public statement or circular by either Party required by law, a securities exchange or a regulatory or governmental body to which such Party is subject, including the rules of a recognised stock exchange, but if the Supplier intends to do so they shall take all reasonable attempts to agree the contents of such announcement or statement with the Merchant before making the announcement or statement.

Neither Party shall make any press announcement in which the other Party is mentioned in any way, without obtaining the prior written consent of the other Party. Such consent will not be unreasonably withheld.

The existence and Provisions of these Terms and Conditions are confidential and may not be disclosed by the Supplier without the Merchant’s prior written consent.

Both Parties understand and agree that all Intellectual Property and other rights in the Confidential Information, whether in the nature of copyright, patent rights or otherwise are and remain the property of the disclosing Party absolutely. Each Party undertakes that neither it nor its agents, employees or advisers will use, reproduce, modify, adapt, or make any other use of the disclosing Party’s intellectual property or other rights in the Confidential Information without the prior consent of the disclosing Party or in any manner infringe upon the rights of the disclosing Party therein.

The Parties shall keep the Confidential Information confidential unless:

(1) to keep confidential all information available to it in respect of the Supplier’s business at all times unless:-

(1) that technology is confidential and is protected by Patents and confidentiality contracts and that it may not release or disclose any information about the Facility with out the Merchant’s prior written approval; and

(2) not to; without the written consent of the relevant Customer, sell, purchase, provide, disclose or exchange Card information, including without limitation, details of the Customers, or information regarding them or their Sales, or regarding a Card Scheme, howsoever obtained and whatsoever the form the same shall take, to any third Party unless such disclosure is required by law; and

(3) that the Merchant may disclose information concerning the Supplier to the Acquiring Bank and other third Parties for the purpose of assisting in identifying the Supplier or others involved in amongst other things, fraud or suspected fraud, or who are or are suspected to be insolvent, or for use in any complaint; and

(4) that, except as provided for in these Terms and Conditions, these Terms and Conditions does not give either Party any rights in the other Party’s name, logo, Service marks, Trademarks, trade names, domain names, U.R.L.s, taglines or any other proprietary designations (“Trademarks”) and no use may be made of either Party’s Trademarks without the prior written consent of that Party; and

(5) to store all the Customer’s account information and other personal data including Card Account Number(s) and account information, whether in paper or electronic form, securely and in compliance with the Rules from time to time applicable to the Sale Data security and protection requirements; and

(6) that the Merchant may use the Supplier’s Trademarks for the purpose of advertising that the Supplier uses the Facility and in particular but without limitation the Merchant shall be entitled to use the Supplier‘s Trademarks and include a link to the Supplier’s U.R.L. on the Merchant’s web site; and

(7) to place on the home page and the payment page of the Supplier’s Website a banner logo / link provided by the Merchant indicating that the Supplier is the Merchant’s client; and

(8) that the Merchant may prepare and make public one or more media releases that refer to the Supplier, provided that, prior to publication of each media release the Merchant first obtains the Supplier’s approval of the reference(s) in that media release and that such approval shall not be unreasonably withheld; and

(9) not to put together or use any lists of the Customers or Card Account Numbers other than to send Submissions to the Merchant; and

(10) not to use any other information about the Merchant’s business unless it is to do with the arrangements hereunder; and

(11) not; without the prior written consent of the Merchant, use or disclose information relating to the Merchant’s business, howsoever obtained and in whatsoever form the information shall take, to any third Party unless such disclosure is required by law; and

(12) not to compile or use lists of the Customers or Card Account Numbers or any other information relating to the Merchant business (which includes any information in the Schedules) except for the purpose of these Terms and Conditions; and

(13) not, unless required to do so by law, disclose any Confidential Information it may acquire by virtue of these Terms and Conditions or otherwise relating to any Card Scheme to any other Card Scheme; and

(14) that the Merchant may use any Sale Data for any purpose connected with the Facility; and

(15) Each Party shall give notice in accordance with the Provisions herein to the other of any unauthorised misuse, disclosure, theft or other loss of that Party’s Confidential Information immediately upon becoming aware of the same; and

(16) Upon the expiration or termination of these Terms and Conditions, each Party will, upon the written request of the other Party, return or destroy (at the option of the Party receiving the request) all Confidential Information, documents, manual and other related materials in written or tangible form specified by the other Party.

The Merchant grants the Supplier a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of the Merchant as long as the link does not portray the Merchant, its other Suppliers, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. The Supplier may not use any the Merchant’s logo or other proprietary graphic or Trademark as part of the link without the Merchant’s express written consent.

THE CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY the Merchant. Further, the Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

The Supplier hereby authorises the Merchant to release Sale Data other information (including if applicable, personal data) relating to the Facility to any of its agents or any other party as is reasonably necessary for the purpose of fulfilling the Merchant’s obligations under these Terms and Conditions or for the purpose of fraud or other criminal detection.

The Supplier authorises the Merchant to release data (including if applicable, personal data) to any of the Merchant’s agents and/or any third Party Service provider for the purpose of enabling the Merchant to fulfil its duties and obligations pursuant to these Terms and Conditions.

The Supplier further authorises the Merchant and (where applicable) its agents to release data to the police, Visa, MasterCard, Europay, any other Card Scheme approved by the Merchant from time to time, and other relevant Schemes for the purpose of, or associated with, the operation, integrity and security of relevant Schemes.

The Supplier shall not without the written consent of the relevant the Customer, sell, purchase, provide, disclose or exchange Card information, including, without limitation, details of the Customers, or information regarding them or their Sales, or regarding the Scheme, howsoever obtained and whatsoever the form the same shall take, to any third Party unless such disclosure is required by law. The Supplier shall store all the Customer account information and other personal data including Card Account Number(s), in electronic form, in a secure manner to prevent access by or disclosure to anyone other than the Supplier’s authorised personnel and in compliance with the Rules data protection requirements. The Supplier shall take all such reasonably necessary measures to ensure the Customer information is not disclosed or otherwise misused.

The Supplier hereby agrees that the Merchant shall be entitled without prior notice or further consent from the Supplier to set off against those monies due to the Supplier, all and any of the Supplier’s liabilities to the Merchant (whether present, future, actual or contingent) pursuant to these Terms and Conditions and in particular the Provisions herein of these Terms and Conditions, from time to time and at any time. The Merchant does not have to give prior notice to do this.

The Supplier is not entitled to Set-Off any liabilities of the Merchant under these Terms and Conditions (whether present, future, actual or contingent) against any funds due to the Merchant under these Terms and Conditions.

The Merchant shall be entitled to Set-Off against any of the Supplier’s liabilities to the Merchant under these Terms and Conditions (whether present, future, actual or contingent) any of the Supplier’s credit balances on any of the Supplier’s Facilities with the Merchant in the Supplier’s name. The Merchant does not have to give prior notice to do this.

The Merchant shall be entitled to Set-Off against any of the Supplier’s liabilities to the Merchant under these Terms and Conditions (whether present, future, actual or contingent) any of the funds in the Reserve. The Merchant does not have to give prior notice to do this.

Where the Supplier requires a licence from any governmental or regulatory authority in order to trade legally the Approved Product(s), the Supplier shall advise the Merchant that this is the case in the Supplier’s application for the Facility and will provide a copy of such licence to the Merchant immediately upon receipt.

The Merchant is entitled to charge the Supplier interest at the rate of five percent (5%) per annum over the Bank of Gibraltar Base Rate on all amounts over-due and for any negative Payments over-due together with any interest that has accrued to date. Any such interest will be stated on the relevant Statement.

If the Merchant requests the Supplier to do so the Supplier will authorise the Supplier’s bank or relevant financial Institution to pay on presentation all requests for payment initiated by the Merchant or the Merchant’s Agent in respect of any amounts due to the Merchant under these Terms and Conditions.

The Supplier shall authorise and keep authorised the Supplier’s bank to pay upon receipt any request for payment of a Direct Debit (in the form authorised for use by the associated banks) the amount shown in such statement as payable by the Supplier.

The Supplier hereby agrees to waive any rights the Supplier may have to advance notice (as defined in the Originator’s Guide to the Direct Debiting Scheme).

The Supplier hereby grants the Merchant a non-exclusive, royalty-free Licence to use, display and reproduce the Trademarks, Service marks and logos of the Supplier (herein “Trademarks”) solely in connection with the Merchant ‘s marketing of the Facility. The Merchant shall use the Supplier’s Trademarks in accordance with policies as provided by the Supplier from time to time.

The Supplier will immediately notify the Merchant in accordance with the Provisions herein if any technical alterations are made to the Supplier Interface

Under these circumstances, the Merchant may re-assess the Supplier and, subject to this re-assessment, may immediately terminate the Facility pursuant to the Provisions herein.

The Supplier agrees that neither the Supplier nor any of the Supplier’s Affiliates or subsidiaries will actively solicit any Customer or other Supplier of the Merchant or any of their Affiliates, subsidiaries or agents for the purpose directly or indirectly of providing or receiving Service similar to the Facility or otherwise encourage such Customers or Suppliers to terminate a Facility in force with the Merchant or any of the Merchant’s Affiliates, subsidiaries or agents during the term of these Terms and Conditions and for a period of twelve (12) months after the termination of these Terms and Conditions. If the Supplier has any uncertainty as to whether a particular Customer is covered by these restrictions, the Supplier will discuss the matter in good faith with the Merchant prior to proposing that such Customer enters into such Terms and Conditions.

The Supplier hereby authorises the Merchant to make from time to time, any business or personal credit and other inquiries the Merchant may consider necessary to evaluate the continuance of these Terms and Conditions in line with Acceptance Policy. The Supplier shall authorise any person or credit-reporting agency to answer all such credit inquiries and to furnish that information to the Merchant.

The Supplier consents to the Merchant providing information concerning the Supplier in response to any enquiry the Merchant may receive from the Acquiring Bank, without further reference to the Supplier.

For so long as these Terms and Conditions continues, the Supplier hereby grants an irrevocable Limited Power of Attorney to the Merchant as its attorney to execute (including the power to execute under the seal of the Supplier), endorse and/or deliver in the Supplier’s name:

The Supplier hereby grants the Merchant permission to use, execute, perform, reproduce, and display, Sale Data, internally in whole or in part, as well as to prepare derivative works of such Data for use solely with the Facility provided under these Terms and Conditions. The Supplier agrees to allow the Merchant to share Sale Data with third Parties for the purposes of building and delivering neural models as a component of the Facility. The Merchant shall own any derivative works from Sale Data in respect of Fraud Screening and Risk Monitoring processes only. Each Party shall each make every possible efforts to preserve the integrity of Sale Data.

The Supplier agrees:

The Supplier will utilise the Merchant’s Fraud Screening and will act appropriately (in the Merchant’s exclusive opinion) on any AVS/CVV or other mismatch information (or similar) issued by the Merchant in accordance with the Provisions herein.

In accordance with PCI DSS; the Supplier confirms the following and agrees to notify the Merchant immediately should any of the following change:

2) The Supplier does not use vendor-supplied defaults for system passwords and other security parameters (where and if applicable), and:

a. transmissions of sensitive cardholder data are encrypted over public networks through the use of SSL or other industry acceptable methods (where and if applicable), and:

b. If SSL is used for transmission of sensitive cardholder data, it is using version 3.0 with 128-bit encryption (where and if applicable), and:

c. If wireless technology is used, the communication is encrypted using Wi-Fi Protected Access (WPA), LEAP, VPN, SSL at 128-bit, or WEP (where and if applicable), and:

d. If wireless technology is used, WEP at 128-bit and additional encryption technologies are in use, and shared WEP keys are rotated quarterly (where and if applicable), and:

e. encryption is used in the transmission of account numbers via e-mail (where and if applicable), and:

a. there is a virus scanner installed on all servers and on all workstations, and the virus scanner is regularly updated (where and if applicable), and:

a. development, testing, and production systems are updated with the latest security-related patches released by the vendors (where and if applicable), and:

b. the software and application development processes are based on an industry best practice and information is security included throughout the software development life cycle (SDLC) process (where and if applicable), and:

c. if production data is used for testing and development purposes, sensitive cardholder data is sanitised before usage (where and if applicable), and:

d. all changes to the production environment and applications are formally authorised, planned, and logged before being implemented (where and if applicable), and:

e. the guidelines commonly accepted by the security community (such as Open Web Application Security Project group (www.owasp.org)) are taken into account in the development of Web applications (where and if applicable), and:

f. When authenticating over the Internet, the application is designed to prevent malicious users from trying to determine existing user accounts (where and if applicable), and:

g. sensitive cardholder data is stored in cookies secured or encrypted (where and if applicable), and:

h. controls are implemented on the server side to prevent SQL injection and other bypassing of client side-input controls (where and if applicable), and:

a. access to payment card account numbers is restricted for users on a “need-to-know” basis (where and if applicable), and:

a. all users are required to authenticate using, at a minimum, a unique username and password (where and if applicable), and:

b. Where employees, administrators, or third parties access the network remotely, remote access software (such as PCAnywhere, dial-in, or VPN) is configured with a unique username and password and with encryption and other security features turned on (where and if applicable), and:

c. all passwords on network devices and systems are encrypted (where and if applicable), and:

d. When an employee leaves the company, that employee’s user accounts and passwords are immediately revoked (where and if applicable), and:

e. all user accounts are reviewed on a regular basis to ensure that malicious, out-of-date, or unknown accounts do not exist (where and if applicable), and:

f. non-Customer accounts that are not used for a lengthy amount of time (inactive accounts) are automatically disabled in the system after a pre-defined period (where and if applicable), and:

g. accounts used by vendors for remote maintenance are enabled only during the time needed (where and if applicable), and:

h. group, shared, or generic accounts and passwords are prohibited for non-Customer users (where and if applicable), and:

i. non-Customer users are required to change their passwords on a pre-defined regular basis (where and if applicable), and:

j. there is a password policy for non-Customer users that enforces the use of strong passwords and prevents the resubmission of previously used passwords (where and if applicable), and:

k. there is an account-lockout mechanism that blocks a malicious user from obtaining access to an account by multiple password retries or brute force (where and if applicable), and:

a. there are multiple physical security controls (such as badges, escorts, or mantraps) in place that would prevent unauthorised individuals from gaining access to the facility (where and if applicable), and:

b. If wireless technology is used, the Supplier restricts access to wireless access points, wireless gateways, and wireless handheld devices (where and if applicable), and:

c. equipment (such as servers, workstations, laptops, and hard drives) and media containing cardholder data physically is protected against unauthorised access (where and if applicable), and:

d. all cardholder data printed on paper or received by fax is protected against unauthorised access (where and if applicable), and:

e. procedures are in place to handle secure distribution and disposal of backup media and other media containing sensitive cardholder data (where and if applicable), and:

f. all media devices that store cardholder data are properly inventoried and securely stored (where and if applicable), and:

g. cardholder data is deleted or destroyed before it is physically disposed of (for example, by shredding papers or degaussing backup media) (where and if applicable), and:

a. all access to cardholder data, including root/administration access is logged (where and if applicable), and:

b. access control logs contain successful and unsuccessful login attempts and access to audit logs (where and if applicable), and:

c. all critical system clocks and times are synchronised, and logs include date and time stamp (where and if applicable), and:

d. the firewall, router, wireless access points, and authentication server logs are regularly reviewed for unauthorised traffic (where and if applicable), and:

e. audit logs are regularly backed up, secured, and retained for at least three months online and one-year offline for all critical systems (where and if applicable), and:

a. Where wireless technology is used, a wireless analyzer periodically runs to identify all wireless devices (where and if applicable), and:

b. a vulnerability scan or penetration test is performed on all Internet-facing applications and systems before they go into production (where and if applicable), and:

c. an intrusion detection or intrusion prevention system is used on the network (where and if applicable), and:

d. security alerts from the intrusion detection or intrusion prevention system (IDS/IPS) are continuously monitored, and the latest IDS/IPS signatures are installed (where and if applicable), and:

a. information security policies, including policies for access control, application and system development, operational, network and physical security are formally documented (where and if applicable), and:

b. information security policies and other relevant security information are disseminated to all system users (including vendors, contractors, and business partners) (where and if applicable), and:

c. information security policies are reviewed at least once a year and updated as needed (where and if applicable), and:

d. the roles and responsibilities for information security have been clearly defined within the company (where and if applicable), and:

e. there is an up-to-date information security awareness and training program in place for all system users (where and if applicable), and:

f. employees are required to sign an agreement verifying they have read and understood the security policies and procedures (where and if applicable), and:

g. a background investigation (such as a credit- and criminal-record check, within the limits of local law) is performed on all employees with access to account numbers (where and if applicable), and:

h. all third parties with access to sensitive cardholder data are contractually obligated to comply with card association security standards (where and if applicable), and:

i. a security incident response plan is formally documented and disseminated to the appropriate responsible parties (where and if applicable), and:

j. security incidents are reported to the person responsible for security investigation (where and if applicable), and:

k. There is an incident response team ready to be deployed in case of a cardholder data compromise.

The Merchant may re-assess the Supplier in accordance with Acceptance Policy at any time and subject to the outcome of that re-assessment may at the Merchant’s sole discretion continue the Facility or terminate the Facility immediately.

In accordance with the Merchant’s ability to re-assess the Supplier; accepts that during the Merchant’s initial assessment or any re-assessment of the Supplier, the Merchant will use the services of credit reference agencies to confirm the Supplier’s principal(s)’ home address(es) and calculate the Merchant’s principal(s)’ personal credit score(s). Information held by the credit reference agencies is used by us and others to help verify the identity of customers and to assess their ability to meet financial commitments. The Credit Reference Agencies may leave an identity footprint on your credit file as a record. This enables accounts to be opened quickly and reduces the need to obtain third-party references.

To enable us to form an accurate view of the existing financial commitments of Suppliers and their principal(s)’, credit reference agencies may link the records of “financial associates” (such as spouses, family members, or cohabiters) who have entered into joint financial obligations. Once linked, this association means that each of the records will be taken into account in all future applications for credit by either financial associate and will continue until one of them successfully files a “disassociation” with the credit reference agencies by establishing that this financial link no longer exists. Information held about you by the credit reference agencies may already be linked to records relating to one or more of the Supplier’s “financial associates”. If so, for the purposes of any application to the Merchant the Supplier or the Supplier’s principal(s)’ may be treated as financially linked and if so the Supplier’s application will be assessed with reference to any associated records. Further details about financial “association”, “disassociation” and credit reference agencies are available by contacting the credit reference agencies directly.

The Merchant may make periodic searches of its Group records, credit reference agencies, and fraud prevention agencies to manage the Supplier’s account, and to take decisions regarding the Supplier’s account and the terms under which the Merchant has opened it, including whether or not to confirm or extend the Supplier’s account. These searches will not be seen or used by companies outside of the Merchant’s Group of companies to assess the Merchant’s ability to obtain credit.

The Supplier’s principal(’s) have the right of access to their personal records held by credit reference and fraud prevention agencies. The Merchant will supply the names and addresses of the agencies the Merchant uses upon request.

At the Operative Date the Supplier’s authorised representative(s) are confirming that they have read the foregoing and agree to the Merchant obtaining the aforementioned information during the Merchant’s assessment of the Supplier’s application for the Facility.

The Supplier accepts that Card Issuers are entitled to charge international card processing fees on Cardholder purchases overseas between 1% and 3% of the Sale amount (in U.S. dollars after the foreign currency exchange; for example, if a purchase costing 100 Euro in France converts to $135 in U.S. currency, the international transaction fee is a percentage of the $135).