Definitions
"Acquirer" means the financial institution to which your Payment Transactions and Refund instructions are routed for authorisation and settlement;
"Agreement" means these Terms and Conditions (including any front sheet to which they are attached or with which they are provided) effective from the date of the agreement;
"Business Day" means Monday to Friday excluding English public and bank holidays;
"Card" means a current valid, credit, debit or charge card that we may accept for processing under the terms of this Agreement and may include other forms of electronic payment instructions or methods;
"Cardholder"means the individual holder of a Card;
"Charges" means any and all of the charges set out in the sections entitled 'Initial Charges and Regular Charges' as the case may be and shown on the front sheet which are payable throughout the Minimum Term and thereafter;
"Consumables" means batteries, paper rolls, printer ink or cartridges, all power and other accessories required or desired for operation of a Payment Processing Device;
"Minimum Term" means the Minimum Term as shown on the front sheet of this Agreement;
"Network"is the PSTN, Wi-Fi or mobile telephone network upon which the Payment Processing Device will operate;
"Payment Processing Device" means a Card Payment Terminal, EPOS, PIN entry device or VT/E- Commerce Software as the case may be and described on the front sheet, which provided to you for the purpose of processing Payment Transactions hereunder and subject to the terms of this Agreement including (inter alia) those set out in Clause 4 below;
"Payment Processing Services" means the services described on the front sheet and more particularly set out below;
"Payment Transaction" means a Payment Transaction processed with the intention of a Cardholder incurring a liability resulting in monies being received from the Card issuer to your Acquirer and credited to your bank account or non-Card transactions registered on any EPOS System;
"Personal Information" means information (in any reproducible format) which relates to a Cardholder or other identifiable individual, whether supplied by you for processing by us or whether generated by us in the course of performing our obligations. This information may include some or all of the following information: Cardholder name and all data encoded on a Cardholder's Card;
"Refund" means a Card transaction which has been processed with the intention of monies being remitted to the Cardholder's Card account;
"SIM card" means the card used with a Payment Processing Device which uses a Network to provide the Services.
1. Agreement
1.1. We agree to provide you with the Payment Processing Services set out on the front sheet and below for the Minimum Term and thereafter until terminated in accordance with Clause 6. The Payment Processing Services are supplied to you for the purpose of effecting and registering Payment Transactions or Refunds.
1.2. You agree to pay the Charges set out on the front sheet promptly for the duration of the Minimum Term and you are deemed to accept these terms conditions when you sign this Agreement. You will pay us VAT on any sums due under this Agreement at the prevailing rate from time to time..
1.3. You will pay the Charges applicable for each respective period during the Minimum Term whether or not you use the Payment Processing Services. After the end of the Minimum Term, the Services shall continue, provided you continue to pay the Charges, unless and until terminated in accordance with Clause 6.
1.4. You must not record or pass to any third party any Personal Information other than as permitted by the terms of this Agreement or any scheme rules relating to Payment Transactions;
1.5. You must pay all Charges by direct debit on the due date and prompt payment is an essential condition of this Agreement. If Charges or other sums are not paid when due, we can suspend or terminate some or all of our Services and charge you interest on what you owe at 4% per annum above the base rate of The Royal Bank of Scotland from time to time from the due date the relevant amount fell due until you pay. You agree that if you do not pay promptly, we can say that you have broken this Agreement and we can terminate this Agreement immediately. These rights are in addition to any other legal rights we may have, which we may also rely upon.
2. Services
Subject to due payment of the relevant Charges shown on the front sheet, we agree to provide the Services as follows:
2.1. Network
To configure the Payment Processing Device for connection to the agreed Network;
2.1.2. To arrange continuous connection to a suitable Network including the provision of a SIM card where appropriate (subject to Clause 3 below);
2.1.3. Charges in respect of SIM Cards may be subject to change after the first twelve months of this Agreement, if the Network provider increases the cost to us.
2.2. Payment Processing Service
2.2.1. To configure the Payment Processing Device with appropriate software for the processing of Payment Transactions or Refunds by any Card capable of being accepted by you under the terms of your agreement with an Acquirer;
2.2.2. To provide software upgrades necessary for continued operation of the Payment Processing device from time to time;
2.2.3. To ensure secure routing for Card authorisations and Payment Transactions to and from your Acquirer.
2.3. Help Desk and Support Service
2.3.1. To provide a Help Desk service on the telephone number shown on the front sheet, available between the hours of 8.00 am and 11:00 pm Monday to Saturday and 10.00 am to 4.00 pm on Sundays and Public Holidays as a telephone advice bureau for operational difficulties.
2.4. Guaranteed Replacement Service
2.4.1. In addition to the Help Desk service set out in 2.3, if the Payment Processing Device develops a fault, we will, unless prevented by circumstances outside our control, provide a replacement within 24 hours. You acknowledge that this target response time is our service level goal and we do not warrant that any particular replacement shall be made within 24 hours.
2.4.2. Any replacement shall be provided configured for your use and will be of a similar or improved specification but may be new or refurbished.
2.4.3. Our repair services under this clause 2.4 shall not extend to accidental damage to the Payment Processing Device, nor in respect of any damage caused though misuse or malicious damage, or for theft or loss, nor to faults in respect of batteries or battery packs, Network outages or to any third party device or attachment that is not part of the Payment Processing Device provided by us.
2.4.4. We shall be entitled to levy a charge in respect of a Payment Processing Device, which upon inspection, is not found to be faulty.
2.5. Enhanced Support
2.5.1. If specified on the Front Sheet, means additional software and support for enhanced features or out of hours support not otherwise included.
2.6. Payment Processing Device
2.6.1. The Payment Processing Device is provided to you without charge for the purpose of carrying out Payment Transactions and the Payment Processing Services (and for no other purpose) and in consideration of your agreement to utilise our Payment Processing Services for the Minimum Term.
3. Service Limitations
3.1.1. We will always try to make our Payment Processing Services available to you, but sometimes they may be affected by things beyond our control, including (inter alia) the availability of the Network. We may suspend certain services but will endeavour to give as much notice as practical.
3.2. The Services are made available subject to:
3.2.1. any software, upgrades or other intellectual property relating to the Payment Processing Device not being copied, modified or sub-licensed by you without our specific written consent;
3.2.2. their not being used for or to access anything illegal, immoral or improper;
3.2.3. their being used only with the Payment Processing Device and SIM cards provided for use with the Network (and which have not been lost or stolen) and all relevant laws and rules being followed;
3.2.4. their being used only for the purposes of processing Payment Transactions or Refunds and no other purpose;
3.2.5. the SIM card not being used for any other purposes or otherwise modified or removed from the Payment Processing Device;
3.2.6. all reasonable instructions that we may give you being followed;
3.2.7. where appropriate, the Payment Processing Device being in range of base stations forming part of the Network.
3.3. Your payment obligations shall not be affected by the unavailability of the Payment Processing Services.
4. Operational Terms
4.1. You hereby agree throughout the duration of this Agreement:
4.2. to use the Payment Processing Services in accordance with any scheme rules and only for the purpose of effecting Payment Transactions or Refunds in accordance our instructions; and
4.3. to keep the Payment Processing Device in good repair and condition and save as provided for herein, to be responsible for any loss or damage to it and not to remove any identifying marks; and
4.4. to insure the Payment Processing Services for loss or damage for its full replacement value or otherwise indemnify us against the full cost of repair or replacement (other than as may be covered under Clause 2.4); and
4.5. to keep the Payment Processing Device in your own possession in the United Kingdom and not to alter, sell, lend or otherwise deal with it nor to allow any charge or lien or similar right to be created over it; and
4.6. to indemnify and keep us fully indemnified at all times against all losses, actions, claims, demands, costs or expenses arising directly or indirectly from the use, possession, operation, condition or maintenance of the Payment Processing Device or your failure to carry out any obligation under this Agreement.
5. Liability
5.1. We are only liable to you as set out in this Agreement. We have no other duty or liability to you.
5.2. Nothing in this Agreement removes or limits our liability for death or personal injury caused by our negligence.
5.3. Except as set out in Clause 5.2, our entire liability to you for something we or anyone who works for us does or does not do will be limited to 125% of any monies paid by you to us under this Agreement.
5.4. We are not liable to you in any way for any loss of income, business or profits, or for any loss or damage occasioned by the use of the Payment Processing Services or any failure of the Payment Processing Services.
5.5. We will not be liable to you if we cannot carry out our duties or provide our services because of something beyond our control.
6. Termination
6.1. Subject to the terms of Clause 6.3 below, either party can terminate this Agreement at any time after expiry of the Minimum Term, by the giving of one month's notice in writing to the other party.
6.2. We can terminate this Agreement immediately and stop providing the Payment Processing Services if any of the following happens:
6.2.1. you fail to pay any Charges or other sums due under this Agreement when due or break an important condition of this Agreement; or
6.2.2. you break any other condition of this Agreement and do not put it right within 7 days of us asking you to; or
6.2.3. you become bankrupt or make any arrangement with your creditors or are liquidated or have an Administrator or receiver appointed or suffer any other form of insolvency event;
6.2.4. you are unable to pay your debts as they fall due.
6.3. Upon termination of this Agreement for any reason, you must, pay us immediately:
6.3.1. any and all sums then due and owing; and
6.3.2. all Charges which would have been payable for the remainder of the Minimum Term but for the termination less a discount of 5%.
6.4. We may at our discretion, be able to offer a reduction in the amount payable upon termination set out in Clause 6.3 in exchange for return of the Payment Processing Device and SIM card in good condition and complete with all accessories, power leads, batteries, chargers and handbooks. You should contact us at the address given on the front sheet to make arrangements for re-delivery and valuation of the Payment Processing Device for this purpose.
7. General and Assignment
7.1. If you are more than one person, each person shall be jointly and severally liable under this Agreement.
7.2. You may not transfer your account or any of your rights and responsibilities under this Agreement.
7.3. We may assign or transfer our rights under this Agreement to another party ("Assignee") without your consent. If we assign or transfer all or any our rights under this Agreement you will pay all Charges to the Assignee without deduction, set-off or counterclaim irrespective of whether or not you are using the Payment Processing Services or for any reason whatsoever. The Assignee will have no obligations to you under this Agreement whether in relation to the Payment Processing Device and/or the Payment Processing Services described in Clauses 2.1 to 2.6 inclusive. We will, however, continue to remain liable to you for the performance of the Payment Processing Services and/or the provision of the Payment Processing Device.
7.4. You are responsible for providing all Consumables necessary for the operation of the Payment Processing Device or the Payment Processing Services provided hereunder.
7.5. You must advise us in writing about any change in the address supplied to us.
7.6. Any concession or extra time that we allow you only applies to the specific circumstances in which we give it. It does not affect our rights under this Agreement in any other way.
7.7. English law will apply to this Agreement and any disputes will be settled in the courts of England.
7.8. This Agreement does not confer any benefit on any third party under The Contracts (Rights of Third Parties) Act 1999.
7.9. Failure by a party to enforce rights under this Agreement shall not prevent that party from taking further action.
7.10. This Agreement supersedes all prior arrangements, understandings and agreements between the parties relating to the provision of the Services and sets out the entire agreement between the parties. Neither Party has relied on any representation arrangement understanding or agreement (whether written or oral) not expressly set out in this Agreement.
7.11 This Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.
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