Terms and conditions

These terms and conditions (together with the other documents incorporated by reference below, the “Agreement”) govern the supply of the Services under this Agreement by Curtispay Limited, and/or any of they of the additional parties specified in Schedule 1, as the context requires ("Curtispay", "we", "us", "our") tothe merchant(s) approved by us under this Agreement ("you", "your" or the "Merchant").If you receive Services from any additional party we will provide you with details of those additional parties. The entitiesproviding Services as referred to above, listed in Schedule 1 or as we make known to you will be deemed to be a party to this Agreement. Contact information: our contact details are available at: http://www.curtispay.com/contactus
Capitalised terms that are not otherwise defined in this Agreement have the meanings given in clause 1.

Your Agreement is made up of:
Any Application Form
Each Pricing Schedule
Sector Specific Terms (see below)the other Schedules to these terms and conditions
These terms and conditions
Our Privacy Statement: www.curtispay.com/home/policy
In each case as may be amended, varied, supplemented, modified or novated from time to time. Each document (including any document referred to in each document), and any other document from time to time designated as such, is incorporated into and forms a part of this Agreement.If there is any conflict or ambigui ty between the terms of the documents listed above, except as expressly provided otherwise, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
Key features
This Agreement contains important information you must read. You must ensure you understand and comply with the termsof the Agreement. If necessary, seek independent legal advice. This section explains some of the key features of your Agreement with references to relevant clauses. Key feature: More information:

AUTHORISATION NO GUARANTEE OF PAYMENT
What is an Authorisation?
Authorisation of a transaction is a confirmation from the Card Issuer (or Alternative PaymentProvider) that at the time the transaction is taken there are sufficient funds available to cover thetransaction and (for Card payments) the Card has not been reported as lost or stolen.
Does receiving an Authorisation mean I will be paid?
No. Receiving an Authorisation for a Transaction is no guarantee of payment. It does not confirmthe authenticity of the Card presenter or the Card, nor does it guarantee payment.

CHARGEBACKS AND ASSESSMENTS
What is a Chargeback?
A Chargeback is the technical term used by Card Schemes where a transaction is disputed by acardholder and where funds may not be remitted to you or if they already have been, where youmay be required to pay these back. We use the term Chargeback in the Agreement to cover similarlydisputed transactions in relation to Alternative Payment Methods.Chargebacks allow transactions to be reversed under specified circumstances. These may includewhere a card is used fraudulently, or where goods are not of a satisfactory quality or you fail todeliver prepaid goods or services. These transactions tend to be referred to as "disputed transactions".
What does this mean for me?
You are liable for each Chargeback and these represent a debt immediately payable from you to us.
Please refer to the Customer Operating Instructions for further information about Chargebacks,including the process for disputing a Chargeback. It may not always be possible however for you todispute Chargebacks successfully, even where you have provided goods or services. This is a risk ofyour business, which you accept.

EXCLUSIONS AND LIMITATIONS OF LIABILITY
This Agreement contains important exclusions and limitations on our liability to you and yourliability to us. Most of these are contained in clause 15. You should ensure you have read andunderstood the exclusions and limitations contained in this Agreement in full (including those listedin this table) so that you can ensure that you have adequate protections (e.g., insurance andbusiness continuity arrangements) in place for your business, to cover you in cases where ourliability has been limited or excluded.

KEEPING US INFORMED
You must only use the Services in connection with the sale and supply of goods or services whichcommonly fall within the type of business you have identified to us. You must keep us informed(among other things) about changes to the nature of goods or services your business offers, andany website address through which you trade.Additionally, we are required by law to undertake regular customer verification exercises andrequire your cooperation with these.

RECORD KEEPING
What do I need to do?
It is important you retain records of transactions and store these securely. You may need to providerecords in order to receive or retain payments for goods or services, for example where aChargeback is raised or potentially fraudulent activity has occurred.Failure to keep records will negatively impact your ability to dispute chargebacks successfully. Itmay also lead to you not receiving funds for payments you have processed.

THIRD PARTY PROCESSING & UNAUTHORISED USE OF TERMINALS
You must only use the Services provided under this Agreement to process payments for goods orservices you are providing to a Buyer. You must not use the Services to process payments on behalfof a third party, for goods or services being provided by a third party, where no goods or servicesare being provided to a Buyer, or without your authorisation.
You are responsible for controlling the use of your terminals, access codes and merchant dataaccount. If these are used without your authorisation, you will be liable for any resulting losses.
Who is a "third party"?
Third parties include is any party (e.g. a limited company or an individual) who has not entered intothis Agreement (e.g., is not a signatory to this Agreement). This may include other persons withinyour business such as other companies within your corporate group or ownership, or a separatesole trader operating at the same premises.
What about if my business changes hands?
This Agreement is personal to you and cannot be transferred by you to a third party. Where yourbusiness changes hands and a new legal entity owns or operates the business neither you nor thenew legal entity may use the Services to process payments for goods or services being provided.Contact us well in advance of your business changing hands to let us know when this will happenand so we can explain what will be required to close your account. If the new legal entity wouldlike to use Curtispay, we can discuss relevant steps with them, but our usual account openingprocedures will apply before we can agree to provide them with services.
What does it mean if third party processing occurs?
If you use the Services to process payments for goods or services that you are not providing asprincipal to a Buyer, you will not receive remittance of funds from us and will also be liable for anyfraud/chargebacks irrespective of the fact you have processed transactions on behalf of someoneelse. You may also be liable as a result of any consequent breach of this Agreement (includingNetwork Rules and related Assessments) and we will have the right to terminate your agreementwith us.

NETWORK RULES
Why are these so important
The payments systems in connection with which we provide you Services under this Agreementhave rules in place. Among other things, these rules are to ensure standards are maintained andadhered to by the various parties in the payments chain.Many of the obligations placed on you under this Agreement in part result from requirements inthe Network Rules.
What happens if I do not comply?
Failure to comply with the Network Rules, or provisions of this Agreement based on Network Rules,constitute a breach of this Agreement and may result in Services being suspended or terminated.It may also result in Assessments (e.g. fines or charges), which may be significant in value and forwhich you will be liable.


THIRD PARTY PRODUCTS AND SERVICE PROVIDERS
Where you use hardware, software or services provided by a third party in connection with anyService we provide you under this Agreement, you will be solely responsible for ensuring that bothyou and the third party maintain the compatibility and compliance of such products with (a) anyrelevant data security or other payments standards and (b) the Services we provide. Third PartyProducts will not be maintained or kept up to date by us, under this Agreement or otherwise.

DATA PROTECTION
As payments involve a substantial amount of cardholder, transaction and other data, dataprotection is a particular concern and is subject to substantial regulation. The data provisions of this
Agreement reflect this concern and highlight the specific obligations both we and you have inrelation to processing payment data. These include implementing appropriate security measuresand where necessary, obtaining payment user consent and displaying privacy notices to paymentusers as well as assisting payment users in exercising rights of access, erasure, data porting etc.

TAX
Fees and other sums payable under this Agreement are exclusive of VAT and any other applicable
Taxes, for which you are liable.
If you and we are jointly liable for any Tax, you are responsible to pay it or, if we choose to pay itfor you, you agree to immediately reimburse us or we can choose to deduct it from sums we oweyou. If we are required by Applicable Law to make a Tax Deduction from sums we owe you, we will doso and remit the net amount to you. We will not be obliged to increase or gross-up any paymenton account of the Tax Deduction. If a Tax Authority requires information from us in relation to you and/or Transactions processedunder this Agreement, you acknowledge and agree that we may provide such information. Youagree to provide us with your Tax identification details on request.
IMPORTANT: The key features listed above are not a complete list or overview of the terms, and the clauses listed may notbe the only clauses that apply to the various features. This summary is not intended to have any legal effect and is onlyintended as an explanation of some key features. Reading this introductory section is not a substitute for reading,understanding and complying with the terms of your Agreement.

Payment Services Regulations
This Agreement applies to merchants of any size. However, you acknowledge and agree that, if at the time you enter into this Agreement, you are a "Large Enterprise" or "Large Charity" (as defined below), or you are otherwise capable of doing so, thenyou: confirm that you are not a consumer, micro-enterprise or a charity within the meaning of the Payment Services Regulationsor any equivalents thereof which have been implemented locally where you are incorporated;agree that none of the provisions of Part 6 (Information requirements for payment services) of the Payment ServicesRegulations 2017 (or any equivalents thereof which have been implemented locally where you are incorporated) appliesto this Agreement;agree that regulations 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee’s liability for unauthorised transactions), 79 (refunds for direct debits), 80 (requests for directdebit refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defectiveexecution of payee-initiated transactions) and 94 (liability for charges and interest) of the Payment Services Regulations2017 (or any equivalents thereof which have been implemented locally where you are incorporated) do not apply to this Agreement; andagree that the time period for notifying us of any unauthorised or incorrectly executed payment transaction is any suchperiod specified in this Agreement rather than the period specified in regulation 74(1) (notification of unauthorised orincorrectly executed payment transactions) of the Payment Services Regulations 2017 (or any equivalents thereof whichhave been implemented locally where you are incorporated). You acknowledge and agree that you are a "Large Enterprise" if:your annual turnover and/or annual balance sheet total exceeds£2 million, if you enter into this Agreement prior to 1 January 2012; or€2 million (or sterling equivalent), if you enter into this Agreement on or after 1 January 2012; oryou have ten (10) or more employees, You acknowledge and agree that you are a "Large Charity" if:you are a charity with an annual income of £1 million or more.Part 5 – Terminal Hire and the Consumer Credit Act Where you wish to hire one or more Terminals from us and you are:
(A) an individual; or
(B) a partnership consisting of 2 or 3 persons not all of whom are bodies corporate; or
(C) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership,
(in each case, within the meanings give to those terms as used in the Consumer Credit Act 1974) then the hire shall be governedby Regulated Terminal Hire Terms which are separate from, and independent of, this Agreement.If you are not within one of the categories defined in (A) to (C) above, then the Terminal Hire shall be subject to the Unregulated
Terminal Hire Terms in Schedule 5. There is a Minimum Hire Period specified in each of the Regulated Terminal Hire Terms and the Unregulated Terminal HireTerms. Please note that both Terminal Hire Agreements provide that if the rental arrangement termi nates for any reasonbefore the end of the relevant Minimum Hire Period, certain monies will be payable and the Terminal will need to be returned to us.

1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, the following terms shall have thefollowing meanings (unless the context otherwise requires): "Access Code" means each personal identification number and/or password that is necessary to enable you to access or use your Merchant Data Account and/or any Service; "Acquirer" means a Person who supplies Acquiring Services toyou under this Agreement where that Person is one of us, and not an Other Acquirer;
"Acquiring Services" means both Card Acquiring Services and Alternative Acquiring Services; "Alternative Payment Method" means a payment method (other than Cards) specified in Schedule 2, or as otherwise approved by us in writing from time to time; "Alternative Payment Provider" mean, for each Alternative Payment Method, the provider of such payment method;"Alternative Acquiring Services" mean, for each Alternative Payment Method, both:
(A) the processing by us of Transactions, Chargebacks and Refunds; and
(B) the receipt and disbursement of related funds (except where we are acquiring direct debits and payment is made directly to you by the Buyer’s bank); in each case arising from the use of the non-Card payment methods specified in Schedule 2;"Anticipated Liabilities" means amounts required to cover any sum due under:
(i) the indemnity in clause 14.1 in respect of potential or expected Refunds, Chargebacks, Chargeback Costs, any liability or expected liability relating to a Transaction or Assessments; or
(ii) any liability or potential liability of yours under this Agreement;
"Applicable Law" means all laws or regulations (and including the requirements of any Regulatory Authority) applicable to a Party (including a Party’s rights or obligations) or to any Transaction or Refund for the time being in force in any jurisdiction;
"Application Form" means each application form that we ask you to submit when applying for the provision of Services, any attached Pricing Schedule, and any attached addendum or addendum you subsequently accept (e.g. a Curtispay Total Addendum);
"Arrangement" means a Voluntary Arrangement under the Insolvency Act 1986 or the Insolvent Partnerships Order 1994or a Scheme of Arrangement under sections 895 to 901 of the Companies Act 2006, or similar or analogous event in relationto you in this or any other jurisdiction; "Assessment" means any assessment, fine, liquidateddamages, fee, cost, expense or charge of any nature which a Card Scheme, Other Financial Institution, Alternative PaymentProvider or any other third party levies on you or us at any time, directly or indirectly, in relation to a Service, Transaction or any other aspect of our or such third party’s relationship with you; "Authorisation" means:
(A) in the case of the Acquiring Services related to Cards: the confirmation at the time of a Transaction from the relevant Card Issuer that the Card used topay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised and that there are sufficient funds available for the relevant Transaction; and (B) in the case of Alternative
Acquiring Services: authorisation of a Transaction, including, where applicable, the confirmation from the relevant Other Financial Institution or Alternative Payment Provider that adequate funds are available at the time of the Transaction topay for the relevant Transaction; and "Authorise" and "Authorised" shall be construed accordingly;"Authorisation Request" means a request for Authorisation;"Authorised User" means an individual authorised by you to access your Merchant Data Account;"Business Day" means a day other than a Saturday, Sunday orpublic holiday in England on which banks are open for normal banking business in London, United Kingdom; "Buyer" means a Person who or which has ordered goodsand/or services from you and has initiated a Transaction inrespect of that order, including a Cardholder; "Capture" means, in relation to Card Acquiring Services, our transmission of a payment instruction in relation to aTransaction to a Card Scheme for onward transmission to a Card Issuer to enable the earmarking of funds by a Card Issuer in a Cardholder’s account for Settlement; "Capture Request" means, in relation to Gateway Services, the submission by you to the Acquirer, Other Acquirer or Alternative Payment Provider via the Gateway Service of Datarelating to a specific Transaction after receipt of the Authorisation for the purposes of executing a payment instruction in respect of a Transaction; "Card" means a credit, debit, charge, purchase or other payment card issued by a Card Issuer under a Card Scheme whose payments we are able to process (as notified by us to you from time to time); "Card Acquiring Services" means the Authorisation, Capture and Settlement by us of a Card related Transaction, and the processing by us of Chargebacks, Refunds, Representments and/or Retro-Charges in respect of Cards; "Cardholder" means a Person who or which is the authorised user of a Card; "Card Issuer" means a Person which issues Cards; "Card Not Present Transaction" or "CNP" mean a Point of Sale Transaction in which the Buyer uses a Card but is not present at the point of sale; "Card Schemes" means schemes governing the issue and use of Cards listed in Schedule 6, or as may be approved and notified by us to you in writing from time to time; "Centre of Main Interests" mean the place where you maintain your registered office or if different, where you conduct the administration of your interests on a regular basis; "Chargeback" means either:
(i) any circumstances where Card Issuers, Card Schemes and/or Other Financial Institutions either refuse to Settle a Transaction or demand payment from us in respect of a Transaction that has been Settled and/or in respect of which Remittance been made to you; or
(ii) (in respect of an Alternative Payment Method) any Reversed Payment (as defined in Schedule 2); or
(iii) any other circumstance where any Alternative Payment Provider or Other Financial Institution either refuses to make a payment to us (including a Payment as defined in Schedule 2 or otherwise) or demands payment from us in respect of a disputed Payment or other payment made to us in respect of a Transaction, or in respect of which Payment or other payment has been made to you; in each case notwithstanding any Authorisation; "Chargeback Costs" means our administrative charge for processing a Chargeback and any
(i) reasonable costs, expenses, liabilities, and (ii) Assessments that we may incur as a result of or in connection with a Chargeback
"Claim" means any action, proceeding, claim, demand or assessment (including Assessments), fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise; "Commencement Date" means the date on which you are notified by us (in our sole and absolute discretion) that your application for provision of Services has been accepted;
"Confidential Information" means this Agreement and information relating to it (other than Transaction Data), or provided pursuant to it, that is designated as "confidential" or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services; "Contract Year" means each successive 12 month period commencing on the Commencement Date;
"Control" or "Controlled" means the exercise, or ability to exercise or entitlement to acquire, direct or indirect control over you or us (as applicable), as defined in ss. 449 and 450 of the Corporation Tax Act 2010 and a "Change of Control" shall be deemed to have occurred if any Person or Persons who control(s) you or us at the Commencement Date subsequently cease to control you or us, as the case may be; "CPC/DCC Services" means the Cardholder Preferred Currency Direct and Dynamic Currency Conversion Services, as described in Schedule 4;
"Customer Due Diligence" means the measures prescribed by the Money Laundering Regulations 2007 or any other Applicable Law;
"Customer Operating Instructions" or "Merchant Operating Instructions" mean any instructions, guidance or manuals and that include information and requirements relating to the Network Rules and the Services, as amended from time to time; "Data" means documents, data and records of any kind relating to Transactions, Chargebacks, Representments, Retro-Charge or Refunds (including, for the avoidance of doubt, data relating to Cards and Buyers) and shall include Trans action Personal Data and Sensitive Authentication Data;
"Data Controller" means any Person who alone or jointly with others determines the purposes for which and the manner in which Personal Data are, or are to be, Processed; "Data Protection Authority" means any authority which has jurisdiction over Curtispay or you in the area of protection of Personal Data;
"Data Protection Legislation" means all Law applicable to the protection of Personal Data from time to time, including the General Data Protection Regulation ((EU) 2016/679)) and/or the UK Data Protection Act 2018 together with other Law and regulations made under them;
"Data Subject" means an identified or identifiable individual whose Personal Data is Processed under this Agreement; "Dispute Management System": the online electronic request for information and Chargeback management and defence system provided or otherwise made available to you by Curtispay;
"Documentation" means any documents we supply to you from time to time, whether in physical or electronic form and whether in the form of text, graphics or still or moving images; "eCommerce Transactions" or "E-commerce Transactions" mean Transactions which are sales in which the payment order is given via the internet, and excludes Mail Order/Telephone Order Transactions;
"EEA" means the European Economic Area;
"Exchange Rate" means the reference currency exchange rate we may notify to you from time to time. Our prevailing standard reference exchange rate is sourced from Bloomberg or an equivalent leading provider. The reference rate will fluctuate and is therefore indicative only; "Fees" means the fees specified in the Application Form or Pricing Schedule;
"Floor Limit" means any monetary limit (of which we notify you from time to time) above which you must obtain our Authorisation prior to completing a Transaction; "Fraud Management Services" has the meaning given to that term in Schedule 4, part 3;
"Gateway Services" means the provision by us of an online portal that (among other things, and pursuant to the provisions of Schedule 4) supports the processing of Authorisation Requests and Capture Requests and the transmission of Data by us between you and the Buyer and/or between you and an Acquirer or Other Acquirer to enable a Transaction, Representment or Retro-Charge or making a Refund over the internet. We do not enter into the possession of any funds in the course of providing the Gateway Services (or at all where the Gateway Services are provided and you are using an Other Acquirer);
"Group Company" in respect of a Party means: (i) any undertaking which, directly or indirectly, Controls or is Controlled by such Party; and (ii) any other undertaking which, directly or indirectly, Controls or is Controlled by any such undertaking;
"Hosted Payment Pages" means the Curtispay hosted payment pages which may be utilised by the Merchant as part of the Gateway Service;"Initial Term" means, unless otherwise stated in your Application Form, a period of twelve (12) months commencing on the Commencement Date;
"Insolvent" means:
(A) in respect of a person, that that person is unable to pay its debts as defined in s.123 (1) or (2) Insolvency Act 1986 EXCEPT THAT in the interpretation of this definition: (i) the words "it is proved to the satisfaction of the court that" in subsections (1)(e) and (2) of section 123 shall be deemed to be deleted; and (ii) a Party shall not be deemed to be unable to pay its debts if any demand under section 123(1)(a) or section 268(1)(a) is being contested in good faith by such Party and such Party has adequate funds to discharge the amount of such demand or if any such demand is satisfied before the expiration of 21 days from the date on which it is made;
(B) (where you are an individual) you are the subject of a bankruptcy petition or order;
(C) (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
(D) (where you are a partnership) you have any partner to whom any of the foregoing apply;
(E) (where you are an individual) you die or, by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or become a patient under any mental health legislation;
"Intellectual Property Rights" means any and all intellectual property rights of whatever nature and includes patents, inventions, know-how, proprietary knowledge, trade secrets and other confidential information, copyrights, database rights (including rights of extraction), design rights (registered or unregistered), copyright, trade marks, service marks, logos, internet domain names, business names, trade names, rights protecting goodwill and reputation, moral rights, all registrations or applications to register any of the aforesaid items, and all rights and forms of protection of a similar nature of any of the aforesaid items or having equivalent effect in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off; "Losses" means any liabilities, losses, damages, charges, fines, costs and/or expenses (including reasonable and properly incurred legal fees and/or expenses);
"Mail Order/Telephone Order Transactions" or "MOTO" mean Transactions, which are Card Not Present Transactions, in which the Buyer pays using a Card concluded by telephone or mail order, other than eCommerce Transactions;
"Merchant Bank Account" means an account in your name with a duly authorised credit institution acceptable to us that is maintained by you for the purposes of receiving Remittances and paying your Fees due to us in accordance with clause 4.1;
"Merchant Data Account" means an electronic management information account in our systems containing Data related to your Transactions, Chargebacks, Refunds, Representments and Retro- Charges, and which may be made available to you from time to time such as Curtispay Dashboard or any replacement product made available to you from time to time;
"Merchant Material Adverse Change" means any circumstance, event or series of events that we have reasonable grounds to believe materially adversely affects or may materially adversely affect your liabilities or potential liabilities; or your ability fully and promptly to perform and comply with any one or more of your obligations under this Agreement, including:
(A) a material change in the nature of your business or the goods and/or services supplied by you;
(B) a material positive or negative fluctuation month-onmonth in your Transaction volumes or the average value of your Transactions or the occurrence of such other event as may give rise in our discretion to a significant increase in our risk profile;
(C) a material increase in your Chargeback, Refunds and/or declined Transactions levels relative to expected volume;
(D) the occurrence of a material Assessment or multiple Assessments;
(E) a Change of Control in respect of you, or a sale or other disposal of any substantial division or part of your business;
(F) the withdrawal, removal, termination or unenforceability of any security in relation to you which we or any Other Financial Institution rely upon;
(G) the withdrawal or termination of any licence, permission or authorisation required to operate your business;
(H) instructions from a Regulatory Authority which you do not, or you are unable or unwilling to, comply with;
(I) you grant to a third party any security or charge over all or a significant proportion of your assets; or
(J) a material deterioration in your profits or your financial or trading position,
PROVIDED THAT, in respect of events set out in subparagraphs (B), (C) and (J) only, account shall be taken of historical figures and trends including seasonality of sales and yearly sales growth;
"Mobile Terminals" means a Terminal that enables Transactions to be submitted via a mobile telecommunications network;
"Network Rules" means all applicable rules, regulations and operating guidelines issued by the Card Schemes or any Alternative Payment Provider from time to time relating to Cards, Transactions, Alternative Payment Methods and any payments or processing of Data relating thereto (including those communicated to you in the Customer Operating Instructions and such rules, regulations and guidelines posted on Card Scheme or Alternative Payment Provider websites
from time to time including: www.visaeurope.com;
www.mastercard.co.uk/;
and and such other URLs as we may notify you about from time to time); and all amendments, changes and revisions made thereto from time to time, and any current waivers or exceptions agreed with the Card Schemes or any Alternative Payment Provider;
"Other Acquirer" means a third party which has an agreement with you to provide you with services the same as or similar to the Acquiring Services in connection with Services (other than Acquiring Services) being provided to you by us under this Agreement;
"Other Financial Institution" means any third party credit or financial institution (including Card Issuers) which may be involved, or which we in our sole and absolute discretion involve, in the course of our provision of any of the Services; "Other Payments Organisation" means any third party service provider (including Alternative Payment Provider, providers of Third Party Products and Card Schemes) which may be involved, or which we in our sole and absolute discretion involve, in the course of our provision of any of the Services; "Party" means each party to this Agreement (as the context may require) and includes the successors and permitted assigns of each such party;
"Payment Services Regulations 2017" means the Payment Services Regulations 2017, UK Statutory Instrument 2017 No. 752, as amended from time to time;
"PCI SSC Standards" means the Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the "PCI SSC") at
https://www.pcisecuritystandards.org;
"Person" means any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, association, organisation or trust (in each case, irrespective of the jurisdiction in or under the law of which it was incorporated, formed or otherwise exists); "Personal Data" means data which relates to a Data Subject who can be identified from such data, or a combination of such data and other information in the possession of, or likely to come into the possession of, the Data Controller;
"Personnel" means employees, agents, consultants, contractors and sub-contractors and their employees, agents, consultants and sub-contractors;
"Point of Sale Transactions" means Transactions in which the Buyer’s payment instruction is issued via a Terminal; "Pricing Schedule" means the document(s) setting out the relevant fees payable by you in connection with the Services, whether attached to or included within the Application Form, Schedule 7 and/or otherwise provided by us to you from time to time;
"Privacy Statement" means collectively our "layered" privacy statement as updated from time to time and which is made available at www.curtispay.com/home/policy; "Processing" means any operation which is performed upon Personal Data, whether or not by automatic means, and "Process" shall be construed accordingly;
"Reason Code" means a code or category used by any Card Scheme to classify a specific activity, act or omission, including any code in the Visa Merchant Alert Service, Mastercard Member Alert to Control High-Risk Merchants or an equivalent for any other Card Scheme, or a Regulatory Authority black list; "Recurring Transaction" means a repetitive periodic Transaction for which you charge the Buyer's Card or Alternative Payment Method account (e.g. subscriptions or instalments);
"Recurring Transaction Authority" means a Buyer's prior written authority (taken during the check-out process) for you to establish a Recurring Transaction, setting out: (a) the amount of the Recurring Transaction and whether this amount is fixed or variable; (b) the dates on which the Recurring Transaction will be charged to the Buyer’s Card or Alternative Payment Method account and whether the dates are fixed or variable; (c) the method of communication for all correspondence with the Buyer; and (d) a statement that the Buyer may cancel the Recurring Transaction Authority at any time;
"Refund" means a Transaction, in respect of an initiating Transaction, made wholly or partially to reverse that initiating Transaction;
"Regulated Terminal Hire Terms" means a hire agreement for Terminals that is regulated under the Consumer Credit Act 1974 (as amended or replaced);
"Regulatory Authority" means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof (including, in respect of the United Kingdom, the Financial Conduct Authority, the Office of Fair Trading, the Office of the Information Commissioner) and any body which succeeds or replaces any of the foregoing; "Remittance" means any payment we make to you under this Agreement in the course of Card Acquiring Services (and "Remit" will be construed accordingly);
"Remittance Date" means the Business Day (notified to you by us from time to time) on which Remittance occurs; "Representative" means, in respect of the Parties, any Person that a Party may notify to the others from time to time as being authorised to act on that Party’s behalf;
"Representment" means a Transaction to reverse a Chargeback by the re-execution of the original Transaction, where you have successfully challenged the Chargeback; "Restricted Person" means a person that is
(i) listed on, orowned or controlled by a person listed on any Sanctions List;
(ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions.
"Retro-Charge" means a Transaction initiated by you to reverse a Refund to which the Buyer was not entitled;"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:
(i) the United States government;
(ii) the UnitedNations;
(iii) the European Union;
(iv) the United Kingdom; or
(v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty’s Treasury (together "Sanctions Authorities") "Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar list issued or maintained or made public by any of the Sanctions Authorities.
"Schedules" means each of the schedules attached to, and forming part of, this Agreement;
"Sensitive Authentication Data" means security related information used to authenticate Cardholders and authorise Card transactions. Sensitive Authentication Data elements include magnetic stripe data (PAVE, CVV, CVC, CID) PINs, PIN blocks and the three or four digit number security code found either on the front or on the back of a card (e.g. MasterCard CVC2/ Visa CVV2);
"Services" means any or all of the Acquiring Services, the Technical Services and/or the Terminal Hire that are provided to you by us under this Agreement;
"Settlement" means the crediting to us, our agent or an Other Financial Institution (as applicable) of the value of a Transaction as determined by the relevant Card Scheme or Other Financial Institution as the case may be (and "Settle" and "Settled" shall be construed accordingly);
"Tax": all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and any penalty, fine, surcharge, interest, charges or costs relating to it.
"Tax Authority": any taxing or other authority (in any jurisdiction) competent to impose, administer or collect any Tax.
"Technical Services" means:
Gateway Services;
(B) DCC Services;
(C) Fraud Management Services;
(D) management information services; and
(E) such other services as we may specify from time to time in our Documentation or Schedule 4, in each case excluding Acquiring Services; "Terminal" means an authorised point-of-sale payment order acceptance terminal and associated equipment or device(s);
"Terminal Hire" means arrangements for the hire of terminals by us to you under the Terminal Hire Agreements;
"Terminal Hire Agreements" means the Regulated Terminal Hire Terms and the Unregulated Terminal Hire Terms; "Third party" means a Person who is not a Party to this Agreement;
"Third Party Product" means a product (whether hardware, software or services) supplied to you by a third party;
"Trading Limit" means the maximum aggregate value of one or more Transactions that you may complete in respect of any specified period as notified to you from time to time;
"Transaction" means any payment by a Buyer for goods and/or services purchased by a Buyer from and provided by you, using either:
(A) a Card, a Card number or otherwise to debit or credit the applicable Card account; or
(B) an Alternative Payment Method; in each case in accordance with the terms of this Agreement and in relation to which we supply any of the Services to you, or a reversal of the same. Unless the context requires otherwise, a reference to "Transaction" shall include a reference to a Refund, a Representment, a Retro-Charge, a Recurring Transaction and a series of connected Transactions; "Transaction Data" means Transaction Personal Data and any other data relating to a specific Transaction;
"Transaction Personal Data" means Personal Data which it is necessary to provide or to Process in connection with Transactions, Chargebacks, Refunds, Representments or RetroCharges in the course of providing the Services; "Unregulated Terminal Hire Terms" are the terms applicable to unregulated hire arrangements for Terminals, specified in Schedule 5;
and "Curtispay Customer Payments Account" means an account with any Other Financial Institution in which we hold the proceeds of Transactions, net of any amounts due to us.
1.2. Any reference to:
(A) a clause shall be to the relevant clause of this Agreement; and
(B) a part or paragraph shall be to the relevant part or paragraph of the relevant Schedule.
1.3. The use of the term "including" and inflections thereof, or of the abbreviation "e.g." mean "including without limitation," "include without limitation" or "includes without limitation".
1.4. References to a Person include a reference to that Person’s successors or assigns.
1.5. Words importing the singular include the plural and vice versa where the context so requires.
1.6. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.7. Any references to a law or regulation is to the law or regulation from time to time in force.
1.8. Any reference to the Financial Conduct Authority includes any body taking over its functions.
1.9. To avoid doubt, as regards (i) your obligations and (ii) our rights and remedies (and strictly for our benefit only) any reference in the Agreement to a Transaction, Refund,
Representment or Retro-Charge shall include activity purporting to constitute a Transaction, Refund, Representment or Retro-Charge and/or which would (save for any breach by you of this Agreement, or any unauthorised, fraudulent or criminal activity) have constituted a Transaction, Refund, Representment or Retro-Charge.2.
OUR OBLIGATIONS
Provision of the Services
2.1. Acquiring Services: In return for the Fees related to Acquiring Services, we shall supply you with the Acquiring Services in accordance with this Agreement, with reasonable care and skill, and in compliance with Applicable Law and the Network Rules.
2.2. Not used.
2.3. Technical Services and Terminal Hire: In return for the Fees related to the Technical Services and Terminal Hire, we shall supply you with, respectively, the Technical Services and Terminal Hire in accordance with this Agreement (including any specific terms and conditions contained in Schedule 4 or the terms and conditions set out in any Application Form and/or the Terminal Hire Agreements, as applicable), with reasonable care and skill, and in compliance with Applicable Law.
Where we provide Technical Services only 2.4. In respect of the Technical Services when we are not providing the Acquiring Services, you acknowledge and agree that the relevant Other Acquirer (or, where applicable, the relevant Other Financial Institution or Alternative Payment Provider providing related payment services to you) shall be solely responsible for authorising and settling Transactions and paying to you any sums due in respect of Transactions, Representments and Retro-Charges.
2.5. In view of the nature of Technical Services, you acknowledge and agree that in circumstances where we provide only Technical Services, we may not be able to ascertain whether there are any errors in the transmission of Data and accordingly you shall be responsible for notifying us in the event that there are any discrepancies between the amount of any payments you actually receive in connection with Transactions, Representments and Retro-Charges and the amount you expect to be paid. Such notice must be given to us in writing within thirty (30) days following the date of the relevant Transactions, Representments or Retro- Charges. Merchant Data Account and related terms
2.6. For the term of this Agreement, we grant to you a nonexclusive, non-transferable, worldwide licence to access and use:
(A) the Data that we make available via your Merchant Data Account; and
(B) the Documentation, solely for the purpose of receiving the Services in accordance with the provisions of this Agreement and solely for your internal business purposes. You agree that you shall not publish or redistribute any content included in your Merchant Data Account to any third party. You undertake not to delete or alter any proprietary or copyright or trademark notices appearing in the Merchant Data Account or related Documentation.
If you are not a Large Enterprise or Large Charity, you will have access to the Data in your Merchant Data Account either free of charge or with a free of charge alternative.
2.7. While we may display your Transactions in your Merchant Data Account (which you may download, save, print orstoreas applicable, and should do so securely) and otherwise provide or make available certain information to you in accordance with Applicable Law, you are responsible for maintaining your own records related to the Services, Transactions, Refunds, Representments, Chargebacks and Retro-Charges, and for reconciling these with your own bank account data and other accounting records. Upon the termination of this Agreement for whatever reason, we will have no obligation to retain,store or make availableto you any Data, records or other information in connection with any of the Services or Transactions, Refunds, Representments, Chargebacks and Retro-Charges.
If you are not a Large Enterprise or Large Charity and we make the information in your Merchant Data Account available to you via an online portal,then we will let you know in thatportal how long the relevant information will remain available.
2.8. We will show the amount of each Transaction in your Merchant Data Account following or conditional upon our receipt of funds.
2.9. Interchange reporting: At your request to our customer services team (see contact details in the introduction to this Agreement above), we will make reference data available to you on a monthly basis for each of your Transactions, showing the value of each Transaction in the same currency in which we have credited your account and the level of interchange payable on each Transaction displayed separately from the rest of your Fees. (Interchange is the fee passed through to Card Issuers). The data will be made available to you on a monthly basis following your request. No historic or backdated data will be available.
2.10. Curtispay Dashboard : Where you receive Curtispay Dashboard from us, you agree to pay any Fees for Curtispay Dashboard that may apply depending on the type of Curtispay Dashboard membership type you subscribe to. If you wish to change your Curtispay Dashboard membership you need to tell us which reflected in your following month's invoice.
3. YOUR OBLIGATIONS

3.1. You shall at all times comply with:
(A) the provisions of this Agreement; (B) the Network Rules, including any reflected in this Agreement, provided or made available to you from time to time, or made publicly available by a Card Scheme or Alternative Payment Provider;
(C) all Applicable Law, including those requirements which apply to the sale of goods and/or services by you in connection with the Transactions and the execution and performance by you of your obligations under this Agreement; and
(D) your obligations relating to the sale and/or supply of goods and/or services by you to Buyers. Your use of the Services
3.2. You shall: (A) only accept payments from and/or make Refunds to Buyers in connection with goods and/or services which you have sold and supplied as principal to those Buyers, and only pay such Refunds to the Buyer using the payment method used by the Buyer for the original Transaction;
(B) only accept payments and/or make Refunds in respect of goods and/or services the sale and supply of which commonly falls within your business as identified to us . You acknowledge Curtispay may, acting reasonably, amend the Merchant Category Code (the Network Rules’ categorisation of merchant businesses) solely to ensure a more accurate match to your business;
(C) notify us in writing before you make any change to the nature of the goods and/or services the sale and supply of which fall within your business as identified to us;
(D) promptly notify us in writing if you change your address or your place of business and obtain our prior written consent (which may be withheld at our sole discretion) in respect of any URL of any website where you accept or state that you will accept payments by Card or Alternative Payment Methods using any of the Services;
(E) (where we have agreed in writing that you may accept Recurring Transactions) in relation to any Recurring Transaction:
i. obtain a Recurring Transaction Authority from the Buyer for such Recurring Transaction and confirm, within two (2) working days of the date of the Recurring Transaction Authority, to the Buyer via the agreed method of communication that a Recurring Transaction Authority has been established; ii. notify the Buyer via the agreed method of communication at least seven (7) working days prior to a Recurring Transaction payment being charged to the Buyer’s Card if:
(i) the payment amount has changed;
(ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) a trial period, introductory offer or promotional activity has expired;
iii. not effect (or seek to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the Buyer wishes to cancel such Recurring Transaction Authority; and
iv. retain securely the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of final Transaction effected under it, and produce each Recurring Transaction Authority to us on demand.
To avoid doubt, you may not accept Recurring Transactions unless we have previously agreed with you in writing that you may do so.
(F) only accept payments and submit Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, this Agreement , the Network Rules and any other information or instructions provided or made available by us to you from time to time;
(G) ensure that you prominently and unequivocally inform Buyers of
(i) your identity at all points of interaction with a Buyer (including prominently displaying your company name and any trading name on any website through which you conduct Transactions), so that the Buyer can readily identify you as the counterparty to the relevant Transaction; and
(ii) (in respect of eCommerce Transactions) your location (physical address), which must be clearly identified on the home and payment page of any relevant website to enable the Cardholder to easily determine whether the Transaction will be a domestic transaction or a cross-border Transaction. (H) only submit Data to us directly from your own staff or systems, or via a Third Party Product which has been expressly approved by us in writing as one you are entitled to use to submit Data to us, and in respect of which you shall ensure that appropriate compliance standards, licences and clearances are obtained (and the correct licence fees or royalties paid) for the use of all such Third Party Products used in connection with the Services;
(I) offer your Buyers a documented complaints procedure and customer service contact point accessible by e-mail and/or telephone;
(J) refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, or any Other Financial Institution, Other Payments Organisation or the Card Schemes;
(K) not itself or through a third party reverse engineer or copy any technology of a proprietary nature which we make available to you; and
(L) submit Transactions to us promptly and in any event within two (2) days of entry into them.
3.3. You shall ensure that the Access Codes are not made known to any other person. You shall use all reasonable endeavours to ensure that there is no unauthorised use of the Access Codes, Terminals or of any other confidential material or information used in the provision or use of our Merchant Data Account. However, if you suspect that there may be or has been or are aware that there has been unauthorised use of the Access Codes or of any other confidential material or information used in the provision or use of your Merchant Data Account you shall notify us immediately by contacting us by telephone, with confirmation of such notification in writing, using the relevant contact information (see introduction above). We will use reasonable endeavours to prevent unauthorised use of your Merchant Data Account upon receiving such notification. Access Codes, Merchant Data Account, Documentation and related security measures
3.4. You acknowledge and agree that: 3.4.1 You are solely responsible for establishing and applying adequate security systems and procedures: (A) to comply with the provisions of clause 3.3;
(B) for monitoring all use of or access to your Access Codes, Terminals and Merchant Data Account in order to ensure that any Authorised User is using or accessing your Merchant Data Account within the limits of their authority and that no transactions have been effected which would indicate that unauthorised persons are in possession of your Access Codes; and
(C) in relation to Data after it has been accessed via, or printed or downloaded from, your Merchant Data Account.
3.4.2 You are responsible for all losses resulting from any unauthorised activity in connection with your Merchant Data Account (including use of Access Codes and Terminals). You acknowledge and agree that without limitation we may suspend the Services and/or at your cost take such other steps as we consider necessary if you have acted fraudulently or you have either intentionally or not, and whether or not through negligence, failed to comply with the provisions of this Agreement (including failing to protect your Access Codes under clauses 3.3 or 3.4, or failing to notify us of the unauthorised transaction under clause 4.7). 3.4.3 If any action or proceeding is brought: (i) against us by a third party; or (ii) by us against a third party, in relation to any Transaction or dealing with or for you, you shall co-operate with us to the fullest extent possible in the prosecution or defence of such action or proceeding.
3.5. You shall only access and use: (A) the Data that we make available via your Merchant Data Account; and
(B) the Documentation,
solely in accordance with the licence granted to you by us under clause 2.6. 3.6. You shall notify us as soon as you terminate the
authority of an Authorised User.
3.7. Except as expressly permitted under this Agreement, you must not copy, download, disclose or make available to any third party any Data from your Merchant Data Account or the Documentation in whole or in part for any purpose whatsoever.
3.8. Customer Due Diligence: You will comply promptly with all requests for information that we make for the purpose of meeting our operational and legal requirements to carry out Customer Due Diligence in relation to you (including providing personal information about your directors and beneficial owners).
3.9. Costs: Unless otherwise agreed by us in writing, you acknowledge and agree that you shall (at your own cost) be solely responsible throughout the duration of this Agreement for the provision of all equipment, software, systems and telecommunications facilities which are required to enable you to receive the Services (including any adjustments pursuant to clause 22.1). This includes any integration related costs, incurred prior to, on or after the Commencement Date.
3.10. Not used.
3.11 Sanctions:
(A) You shall comply with all laws to which you may be subject and shall comply in all respect with all Sanctions.
(B) You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person.
(C) You shall to the extent permitted by law promptly upon becoming aware of them supply to us details of any claim, action, suit, proceedings or investigation against you or the persons listed in (B) above with respect to Sanctions by any Sanctions Authority.
3.12 Merchant location rules: You warrant and undertake that you:
(A) have a permanent establishment and/or business registration in the country referenced as your address in the Agreement which is where the Acquiring Services are provided;
(B) will abide by all relevant accounting principles as they apply to you and record the Transactions that Curtispay processes for you in the accounting records of the permanent establishment/business registration as the case may be fully and properly in accordance with those principles and the Network Rules;
(C) pay all relevant Taxes as required by Applicable Law and the Network Rules relating to the Transactions submitted to Curtispay for processing by the permanent establishment/business registration as the case may be; and
(D) will comply with all Network Rules as in force from time to time and to the extent any Card Network rules require a change in the location of your merchant or contracting entities, you undertake to comply with such requirements and will execute all such documents as required by Curtispay in order to ensure compliance with the Network Rules or any Applicable Law. Such document(s) may include but are not limited to, the execution by you of a novation agreement replacing your merchant legal entity with another entity or Group Company as required pursuant to the relevant Network Rules.
3.13 You further agree to provide Curtispay with evidence of compliance with this warranty and undertaking on request by Curtispay, including the accounting records relating to the permanent establishment/business registration as the case may be.

4. FEES, CHARGES, REFUNDS AND OTHER PAYMENTS DUE FROM YOU
4.1 All applicable Fees payable to Curtispay under this Agreement are immediately due and payable on provision of the relevant Service to you.
4.2 Unless stated otherwise, all Fees, charges and other payments to be made by you under this Agreement are exclusive of VAT and any other applicable Taxes under any Applicable Law or governmental decree, for which you shall also be liable. Any Tax payable in respect of the Services provided or payments made under this Agreement (other than Tax payable on our net income, profits or gains) will be payable by you. In addition:
4.2.1 Joint liability for Tax: If you and we are jointly liable for any Tax, such Tax will be payable by you. We may however (but shall not be obliged to) pay any such Tax to the relevant Tax Authority and, if we pay it, you will immediately reimburse us for it. We may, at our sole discretion, deduct such sums from any Remittance, Outward Payment or sums held by us and owed to you.
4.2.2 Tax Deduction: If a deduction or withholding on account of Tax (a "Tax Deduction") is required by Applicable Law, we may make such Tax Deduction from any Remittance or Outward Payment and will pay such amounts as are due to the relevant Tax Authority. For the avoidance of doubt, we will not be obliged to increase or gross-up any payment on account of any Tax Deduction. At your request, we will provide confirmation that the Tax Deduction has been made and/or that the appropriate payment has been made to the relevant Tax Authority.
4.2.3 Information required by a Tax Authority: If a Tax Authority requires information from us in relation to you and/or Transactions processed under this Agreement, you hereby agree that we may provide such information. You agree to provide us with your Tax identification details on request.
4.3 Where we do not Remit to you net of amounts owed by you to us (as referred to in clause 5.2), while all sums are due immediately, they will be payable in accordance with the terms of any invoice issued by us, or such period as applies to any direct debit.
4.4 We may from time to time vary the Fees and/or introduce new charges in addition to the Fees, in accordance with clause 22.
4.5 You shall maintain and disclose to Buyers at the time of purchase a fair policy for the return of goods or cancellation of services. You shall not give a cash refund to a Buyer for a payment made using a Card, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card.
4.6 The form and procedure for making Refunds is specified in the Customer Operating Instructions applicable to the type of Refund. A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. You must ensure the amount of any Refund does not exceed the amount of the initiating Transaction. You are solely liable for any misuse of your facility or any Service to process Refunds, including where there is no originating Transaction.
4.7 Subject to the provisions of this Agreement, where we are providing Acquiring Services the value of any Refund will be credited to the Buyer’s payment service provider’s account by no later than the end of the Business Day after you submit the Refund, unless you submit the Refund after 16.00 (BST/GMT), in which case, the Refund will be deemed to have been submitted on the next Business Day. The time periods in this clause 4.7 shall not apply where the Buyer’s payment service provider is located outside the EEA.
4.8 We may refuse to execute a Refund if it does not meet the conditions in this Agreement or is prohibited by law. If we do refuse to execute a Refund, within the time for processing the Refund we will notify you (i) (unless prohibited by law) of the refusal, (ii) (if possible) the reasons for such refusal, and (iii) (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure for correcting any factual mistakes that led to it. Any payment order that we refuse will be deemed not to have been received for the purposes of execution times and liability for nonexecution or defective execution.
4.9 Where we execute a Transaction or Refund in accordance with details provided by you, the Transaction or Refund will be deemed to have been correctly executed by us and any Other Financial Institution involved. Where the details provided by you are incorrect, we are not liable for the nonexecution or defective execution of the Transaction or Refund, but we will make reasonable efforts to recover the funds involved in such a Transaction or Refund and we may charge you for any such efforts.
4.10 Subject to the provisions of clause 4.9 and where you are not a Large Enterprise or a Large Charity, we are liable for:
(A) the correct execution of Refunds unless we can prove to the Buyer and, where relevant, the Buyer’s payment service provider that the Buyer’s payment service provider received the amount of the Refund in accordance with clause 4.8. Where applicable, on your request, we will make immediate efforts to trace a non-executed or defective Refund and notify you of the outcome and without undue delay refund to you the amount of the non-executed or defective Refund and, where applicable, restore your Merchant Data Account to the state it would have been in had the non-execution or defective execution not taken place; and
(B) any: (1) charges for which you are responsible; and (2) interest you must pay, in each case, as a consequence of the non-execution or defective execution.
4.11 Subject to the provisions of clause 4.9,where you are not a Large Enterprise or a Large Charity and a Transaction is initiated by you as a payee (e.g. direct debit) as opposed to through you (e.g. a Point of Sale Transaction), we are liable for the correct transmission of the payment order in accordance with Applicable Law. If we become aware of the non-execution or defective execution of a Transaction in circumstances where we are liable, we will immediately re-transmit the payment order in question and make immediate efforts to trace the Transaction and notify you of the outcome. Where we can prove to you and, where relevant, to the Buyer’s payment service provider that we are not liable in respect of a nonexecuted or defectively executed Transaction, the Buyer’s payment service provider is liable to refund to you the amount of the non-executed or defective Transaction and, where applicable, restore your Merchant Data Account to the state it would have been in had the non-execution or defective execution not taken place.4.12 You must notify us promptly after becoming aware (and in any event within 13 months of the Transaction) of any Refund which has not been correctly executed. You shall also notify us promptly of any unauthorised Transactions.
4.13 If you fail to pay any amount under this Agreement when due, then in addition to any of our other remedies under this Agreement, we may charge you any reasonable costs and expenses incurred by us in endeavouring to collect any unpaid and overdue amounts, including any debt collection agency charges and reasonable legal costs which are incurred by us in exercising our rights under this Agreement, including enforcement of it.

5. PAYMENTS TO YOU 5.1 After we show and value date Transactions to your Merchant Data Account in accordance with clause 2.8, subject to clauses 5.2 to 5.7 (inclusive), we shall initiate or procure the initiation of each Remittance by bank transfer to your Merchant Bank Account on the later of the following:
(A) the Remittance Date; and
(B) the expiry of any period of deferment pursuant to clause 5.4
in respect of the relevant Transactions.
5.2 In respect of any sums specified in clause 5.3 below, we may at our option (which we may exercise in our sole and absolute discretion):
(A) deduct or withhold such sums from, or set-off such sums against, any amount we are otherwise obliged to pay you; and/or
(B) provide or make available to you (including by email or on a portal from which it can be accessed and/or downloaded) an invoice for any or all such sums, which invoice shall be payable in accordance with its terms;
5.3 The sums referred to in clause 5.2 are:
(A) any Refunds;
(B) any Chargebacks;
(C) any Assessments;
(D) any Chargeback Costs;
(E) any Claims;
(F) any Anticipated Liabilities;
(G) any Fees; and
(H) any other charges or amounts due from you to us under this Agreement or otherwise.
5.4 In addition to our rights under clauses 5.2 and 5.3, we may defer any amount we are obliged to pay you:
(A) if, following any deductions pursuant to clause 5.2, such amount is less than the minimum Remittance threshold that we reasonably determine in our sole and absolute discretion (of which we will notify you from time to time), until the total Remittance payable reaches that threshold;
(B) where we reasonably believe that a Transaction (including activity which would otherwise have constituted a Transaction) may be fraudulent or involves other criminal activity, until the satisfactory completion of our investigation and/or that of any Other Financial Institution, Regulatory Authority, Card Scheme or Alternative Payment Provider or any other third party; or
(C) without limit in amount or time, if we become aware or reasonably believe that you are in breach of or likely to be in breach of your obligations under this Agreement.
5.5 We may suspend the processing of all or any Transactions, Refunds, Representments or Retro-Charges where we reasonably believe that a Transaction, Refund, Representment or Retro-Charge (including activity which would otherwise have constituted a Transaction, Refund, Representment or Retro-Charge) may be fraudulent or involves any criminal activity, until the satisfactory completion of our investigation and/or that of any, Other Financial Institution, Regulatory Authority, Card Scheme or Alternative Payment Provider, or any other third party.
5.6 In the event that we exercise our rights under this clause 5 we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under the Applicable Law. Subject to reasonable security measures and Applicable Law, we will notify you before any suspension of processing under clause 5.5 if we are able to do so, or otherwise immediately after such suspension.
5.7 Remittance shall be paid in the currency or currencies agreed between you and us as set out in the Application Form, or as otherwise agreed in writing by you and us from time to time. Where we apply a currency conversion to Remittance, we use our prevailing Exchange Rate of the day which is applied on:
(a) the date of Settlement, in the case of Point of Sale Transactions (including Mail Order/Telephone Order Transactions and Card Not Present Transactions); and (b) the date on which the Transaction is sent to the Acquirer, in the case of eCommerce Transactions.
5.8 In circumstances where we receive Transaction funds, you hereby unconditionally instruct and authorise us or any Other Financial Institution to remit such funds to one or more Curtispay Customer Payments Accounts for the purpose of holding the funds received in respect of Transactions you have processed (net of any amounts due to us) on your behalf, prior to making each Remittance to you. You shall not be entitled to receive interest, if any, paid by our bank service provider in connection with funds held in the Curtispay Customer Payments Account and any such interest may be retained by us.

6. CHARGEBACKS AND ASSESSMENTS
6.1 Each Chargeback and each Assessment represents a debt immediately due and payable by you to us.
6.2 You acknowledge and agree that you may be required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction, even if you are under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred. Such notification may be given via a link to a URL which we may provide to you.
6.3 Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Settlement value in the currency of the original Transaction. With your written consent (not to be unreasonably withheld or delayed) the amount may be converted to the Settlement currency from the currency of Chargeback at the Exchange Rate quoted to us.
6.4 In the event that you wish to dispute a Chargeback, it is your responsibility (i) to prove to our reasonable satisfaction (which shall, subject to clause 6.5 and without limitation, be conditional upon the relevant Card Scheme, Card Issuer, Other Financial Institution, or Alternative Payment Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer's account was authorised by such Buyer; and (ii) (additionally) to provide us with such other evidence as we or any Card Issuer, Other Financial Institution, Alternative Payment Provider or Card Scheme may require you to provide in support of your claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.
6.5 Subject to the Network Rules, neither we nor any Other Financial Institution shall be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Card Scheme or Alternative Payment Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.
6.6 As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of this Agreement for whatever reason, we shall remain, without prejudice to Clause 8, entitled to recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under this Agreement) in respect of all Chargebacks that occur in relation to Transactions effec ted during the term of this Agreement.
6.7 Subject to clause 6.8, you shall not be liable for any Chargebacks, Chargeback Costs or Assessments to the extent that they are caused by our breach of our obligations under this Agreement.
6.8 We will in no circumstances be liable for the payment of any sums in respect of any Chargeback or Chargeback Costs arising out of or in connection with Transactions in respect of which we supply Technical Services only.
6.9 If you wish to dispute a Chargeback or Assessment,you will do so in accordance with the applicable procedure set out in the Customer Operating Instructions and Network Rules and, if applicable, the Dispute Management System. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, the Card Scheme or the Card Issuer. Your use of the Dispute Management System is subject to and conditional upon you granting the necessary access to the information required. You consent to the useof any such information within the Dispute Management System and shall ensure that the information (i) is complete and accurate in all material respects; and (ii) does not infringe any Intellectual Property Rights or confidentiality rights of a third party.

7. FLOOR AND TRADING LIMITS
7.1 In respect of the Acquiring Services, we may from time to time notify you of a Trading Limit and/or a Floor Limit. 7.2 You shall not exceed the Trading Limit or complete a Transaction
in excess of the Floor Limit without our prior written approval (to be given in our sole and absolute discretion). For the purposes of this clause 7.2 we may give such written approval via an electronic authorisation that you may not be able to store. Such Trading Limit or Floor Limit shall continue to apply unless we notify you otherwise in writing.
7.3 Unless otherwise agreed by us or notified by us in accordance with clause 7.1 or 7.2, the monetary value of the Floor Limit shall be zero.

8. BANK ACCOUNT AND PAYMENTS
8.1 You shall open and maintain in your name a Merchant Bank Account throughout the term of this Agreement and for such period as may be required thereafter for the purposes of any applicable provisions of this Agreement. You are required to maintain with your bank a direct debit instruction to authorise us to Bacs Direct Debit from the Merchant Bank Account all sums that become due and payable by you to us under or in connection with this Agreement.
8.2 In addition to, and without prejudice to the exercise of any rights under clauses 5.2 to 5.4, we may debit the Merchant Bank Account, at our option, for all sums that become due and payable by you to us under or in connection with this Agreement, in accordance with the terms of the direct debit instruction maintained by you under claus e 8.1. Where applicable, you hereby authorise Curtispay to collect Fees in relation to the Services provided by the latter, which may be collected directly from the Merchant Bank Account, whether under the direct debit mandate or otherwise, or as otherwise provided in the Agreement.
8.3 You will ensure that the Merchant Bank Account shall at all times have a credit balance sufficient to meet any sums due and payable to us under or in connection with this Agreement.
8.4 We shall, if practicable, notify you in advance of any sums payable by you to us which we intend to debit by direct debit.
8.5 You shall notify us in writing in advance of any changes proposed by you or any third party in respect of the Merchant Bank Account (including the location of the branch at which such account is held) and shall not implement such changes without our prior written consent (such consent not to be unreasonably withheld or delayed). If any changes in the Merchant Bank Account details are imposed on you, you shall notify us in writing immediately, giving full details of such changes and the reasons for them.
8.6 This clause 8 shall not prejudice your rights under Applicable Law or the UK Direct Debit Guarantee Scheme to recover payments made to us by direct debit.
8.7 Any Remittance made, at your direction, by Curtispay to a Merchant Bank Account in the name of a person other than you will constitute good receipt by you of the sum due and owing by Curtispay to you in relation to Curtispay’s liability to you under this Agreement.

9. INTEREST 9.1 Subject to the provisions of clauses, 5.8, 11 and 15.3, if any Party (the defaulting party) fails to pay any amount under this Agreement when due, then the other Party shall be entitled to charge the defaulting party interest at a rate equal to three (3)% per annum above the base rate that is published by The Bank of England from time to time.
9.2 The Parties agree the provisions of this clause 9 provide a substantial contractual remedy and that the Late Payment of Commercial Debts (Interest) Act 1998 is excluded from this Agreement.

10. SET-OFF
10.1 You hereby irrevocably authorise each of us and any Other Financial Institution, from time to time without notice and both before and after demand, to set off by whatever means the whole or any part of your liabilities to us or any Other Financial Institution (as appropriate) under this Agreement or any other contract (whether such liabilities are present, future, actual or contingent or potential, liquidated or unliquidated and irrespective of the currency of their denomination) against any Remittance due to you or against any sums (whether or not related to the Transaction that gave rise to the liability) held by us or any Other Financial Institution or owed to you under this Agreement or any accounts referred to in clause 11. Any credit balance with us and/or any Other Financial Institution will not be repayable, or capable of being disposed of, charged or dealt with by you until such liabilities of yours to us and any Other Financial Institution have been met. Neither we nor any Other Financial Institution allowing you to make withdrawals from any account you hold with us or any Other Financial Institution will waive this restriction or our or such Other Financial Institutions rights under this clause 10. We will notify you as soon as reasonably practicable upon exercising our rights, and/or upon us or any Other Financial Institution exercising our or its rights, under this clause 10.1.
10.2 You are not entitled to any form of set-off in respect of any of our or any Other Financial Institution’s liabilities under this Agreement or any other Agreement (whether such liabilities are present, future, actual, contingent or potential) against any amounts due to us or any Other Financial Institution from you.
10.3 Any exercise of our or any Other Financial Institution’s rights under this clause 10 shall be without prejudice and in addition to any other rights or remedies available to us or any Other Financial Institution under this Agreement or otherwise.

11. SECURITY
11.1 We may at any time require that you procure, within thirty (30) days (or such longer period as we may determine is reasonable) after receiving our written request, that a Person or Persons reasonably satisfactory to us provide us with a guarantee, indemnity or other security (including the replacement of any existing security) in such form and over such assets as we may reasonably require (including your Merchant Bank Account) to secure to our reasonable satisfaction the performance of your obligations (including contingent or potential obligations) from time to time under this Agreement. No interest is payable in respect of any security arrangements entered into in connection with this Agreement. Any security granted to us in accordance with this clause shall be held on trust to secure your obligations under this Agreement to each of us, including Curtispay Limited
11.2 In connection with this clause 11, we may from time to time request your reasonable assistance (at your cost) with our credit assessment. This assistance may involve the provision by you of your financial and trading information. 11.3 We may charge you for our reasonable external costs (including legal fees) incurred in obtaining the guarantee, indemnity and/or security referred to in this clause 11, and shall not be liable for any of your costs.

12. TERM AND TERMINATION
The term of your Agreement 12.1 This Agreement shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with any provision of this Agreement, continue thereafter until:
(A) (if you are a Large Enterprise or a Large Charity) it is terminated in accordance with clause 12.2, such notice not to expire prior to the end of the Initial Term; or
(B) (if you are not a Large Enterprise or a Large Charity) it is terminated in accordance with clause 12.2. 12.2 For the purposes of termination by notice under clause 12.1:
(A) we shall give you two (2) months’ prior written notice; and (B) you shall give us one (1) month’s prior written notice.
12.3 Your other termination rights: You may terminate this Agreement or any Service with immediate effect by giving written notice to us if any of us:
(A) commits a material breach of this Agreement which, if capable of remedy, is not remedied to your reasonable satisfaction within twenty-one (21) days of service of a notice requiring such remedy; (B) is Insolvent;
(C) is the subject of a petition, order, or resolution or any step
in connection with winding up (whether solvent or insolvent). 12.4 Our other termination and related rights: We may
terminate this Agreement or any Service, or suspend the provision of any Service with immediate effect, to be notified to you in writing, if you:
(A) commit a material breach of this Agreement which: (1) is not, in our reasonable opinion, capable of remedy; or (2) if capable of remedy, is not remedied to our reasonable satisfaction within twenty-one (21) days of service of the notice requiring such remedy;
(B) are Insolvent;
(C) are the subject of a petition, order, or resolution or any step in connection with winding up (whether solvent or insolvent);
(D) cease or threaten to cease to carry on all or a material part of your business, except for the purpose of a bona -fide solvent reconstruction, amalgamation, reorganisation, merger or consolidation;
(E) begin negotiations or proceedings, or propose or agree to defer, reschedule or readjust your debts;
(F) propose or make a general assignment of any of your debts or an arrangement or composition with or for the benefit of some or all of your creditors in respect of all or all of a particular type of your debts;
(G) agree to a moratorium, or a moratorium is agreed or declared in respect of all or a material part of (or a particular type of) your debts or you otherwise propose, seek or agree to defer, reschedule or readjust any of your debts;
(H) are the subject of a petition for an administration order or an application for an administration order, or an administrator is appointed to you or notice of intention to appoint an administrator to you is filed or given, or any other step is taken by any person with a view to the administration of you under the Insolvency Act 1986 including the passing of any resolution by your directors or shareholders approving the presentation of any such petition, the making of any such application or appointment or the giving of any such notice;
(I) are the subject of any step for an execution or other process issued on a judgment, decree or order of any court in favour of a creditor of yours that is returned unsatisfied in whole or in part, or any step to enforce security over, or a distress, execution or other similar process is levied or served against, the whole or a substantial part of your assets or undertaking, including the appointment of a receiver, administrative receiver, manager or similar officer to enforce that security;
(J) suffer or are subject to any equivalent event, circumstance or procedure to those set out above in this clause 12.4(B) to (I) (inclusive) in any other jurisdiction;
(K) undergo a Merchant Material Adverse Change;
(L) breach any applicable Trading Limit or Floor Limit;
(M) fail to comply with clauses 17.8 and 17.10;
(N) act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider:
(1) to be disreputable or capable of damaging the reputation of us or that of any Card Scheme, Other Payments Organisation or Other Financial Institution; or
(2) to be detrimental to our systems, business or that of any Card Scheme, Other Payments Organisation or Other Financial Institution; or
(3) may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity; or
(4) may or does give rise to increased risk of loss or liability to any of us;
(5) may affect your ability or willingness to comply with all or any of your obligations or liabilities under this Agreement; or
(6) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;
(O) fail to perform any of your obligations under clause 11 (strictly in accordance with the timeframe set out therein); or
(P) include anything in the Application Form which is untrue, inaccurate or misleading.
12.5 We may terminate this Agreement (or terminate or suspend the provision of all or part of any Service under this Agreement) with immediate effect, giving written notice, if:
(A) we or any Group Company of ours becomes entitled to terminate any other agreement with you;
(B) we or any Other Financial Institution becomes entitled to enforce any guarantee or security from or in relation to you;
(C) we are required to do so by any Card Scheme or Regulatory Authority or under the Network Rules or Applicable Law or reasonably believe that a Transaction or Outward Payment or this Agreement or the performance of it may be contrary to Applicable Law or Sanctions
(D) a Card Scheme, Other Payments Organisation, Other Financial Institution or any other third party or any ceases to provide us with any Service or service necessary for us to provide a Service to you;
(E) you install and/or use the Terminal(s) at a place other than the premises at which you have previously informed us the Terminals shall be installed and used;
(F) we reasonably consider that any act or omission of yours falls within a Reason Code;
(G) the ratio of Chargebacks to Transactions exceeds one per cent (1%) by number or value, or we otherwise consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive;
(H) any Regulatory Authority or court of competent jurisdiction (an "Authority") has taken action or made statements, orders, requests, directives or demands regarding your activities or another person operating in your industry ("Actions or Communications") and Curtispay determines in its sole and absolute discretion that the Actions or Communications of any Authority may harm or otherwise adversely affect, directly or indirectly, the reputation or goodwill of Curtispay or any applicable Network Rules making body if Curtispay continues to process Transactions under this Agreement;
(I) any of the above provisions of clauses 12.4(B) to (J), 12.4(O) and clauses 12.5(A) to (D) applies to a Person who provides any security under clause 11; or
(J) any changes to or of Applicable Law, including Sanctions,
(i) prohibit us from exercising any of our rights and/or performing any of our obligations under this Agreement,
(ii) subject either party to potential penalties or enforcement actions by any Regulatory Authority or Sanctions Authority under Applicable Law, or
(iii) frustrate in any way the performance of the Agreement by either party.12.6 You shall inform us upon becoming aware of any of the events set out in the following clauses: clauses 12.4(A) to (J) and clauses 12.5(A), (B), (E), (G) and (H).
12.7 Where any additional party specified in Schedule 1 serves you notice to terminate this Agreement under this clause 12, such termination shall only relate to the Services provided by that additional party. This shall not limit any other Party’s right to terminate this Agreement or any other Services.
12.8 You acknowledge and agree that suspension or termination by Curtispay in accordance with clauses 12.4 and 12.5 shall in no way create any cause of action, Losses, Claim or any other right ("Action") in favour of you against Curtispay whether under Applicable Law, contract, equity or otherwise. Without prejudice to the foregoing and notwithstanding clause 25 (Waiver), you hereby waive, and fully release and discharge Curtispay and its Group Companies from, any Action you may otherwise have arising from Curtispay exercising such suspension or termination right, including any challenge in relation to the exercise of Curtispay’s discretion, and you agree that you shall not apply to any Authority for any form of relief, including (without limitation) injunctive relief, that could constrain or prevent Curtispay from exercising any of its rights of suspension or termination.

13. CONSEQUENCES OF TERMINATION
13.1 Upon termination of this Agreement all rights and obligations of any Party shall cease to have effect immediately, save that:
(A) the clauses which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination (including, for the avoidance of doubt, clauses 4, 5, 6.6, 8, 9, 10, 13, 14, 15, 17, 18, 19, 20, 21, 23, 24, 29, 30 and 31, paragraphs 1.7, 1.8, 4.6, 4.8 and 4.9 to Schedule 4, and the paragraphs listed in paragraph 29 to Schedule 5); and
(B) termination shall not affect accrued rights and obligations of any Party under this Agreement as at the date of termination.
13.2 Upon termination of this Agreement, you shall immediately pay to us all amounts owed by you to us under this Agreement and we shall immediately pay you all amounts owed to you by us under this Agreement, subject to the provisions of clauses 5, 6 and 10.

14. INDEMNITY IMPORTANT NOTE: You must read these indemnity provisions carefully. They provide important protections for you and for us. The indemnities in this clause are in addition to and do not affect any other indemnity under or in connection with this Agreement, including without limitation in connection with clause 11, the Terminal Hire Agreements or the Technical Services.
14.1 How you indemnify us: You will indemnify us and hold us harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Card Scheme, Card Issuer, Other Financial Institution, Other Payments Organisation, Acquirer, Other Acquirer, Regulatory Authority or any other third party, to the extent such Claims arise out of or in consequence of or in connection with:
(A) a Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Representment, Retro-Charge, Assessment, Chargeback and/or Chargeback Cost (including any activity which would otherwise constitute a Transaction, Refund, Representment, Retro-Charge);
(B) any breach of the requirements or failure by you to comply with:
(i) the requirements of a Card Scheme or Alternative Payment Provider;
(ii) the Network Rules;
(iii) a Regulatory Authority; or
(iv) Applicable Law, and any reasonable steps taken in the protection of our interests in connection with any such breaches;
(C) any security breach as described in clause 17.10, compromise or theft of Data held by you or on your behalf, or any other security breach or a security breach relating to Data (whether or not you have complied with PCI SSC Standards as defined in clause 17.8), and any reasonable steps taken in the protection of our interests in connection with such breach;
(D) the enforcement or attempted enforcement of this Agreement;
(E) any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business; and/or
(G) any breach by you of the provisions of clause 23; except if and to the extent such Claim is caused by our fraud or any breach of this Agreement by us.
14.2 How we indemnify you: We shall indemnify and hold you indemnified from and against any Losses in relation to any Claims brought against you by a third party, to the extent such Claims arise out of or in connection with:
(A) any actual security breach or security breach reported to you by a Card Scheme, Acquirer, Other Acquirer, Card Issuer or us relating to Data which is directly attributable to our failure to comply with any PCI SSC Standards or to our negligence (but not including any claims made by a Regulatory Authority), and any reasonable steps taken in the protection of your interests in connection with such breach; and/or
(B) any breach by us of the provisions of clause 23; except if and to the extent caused by or contributed to by your negligence or any breach of this Agreement by you.

15. EXCLUSION AND LIMITATION OF LIABILITY IMPORTANT NOTE: THIS CLAUSE 15 CONTAINS IMPORTANT EXCLUSIONS AND LIMITATIONS ON OUR LIABILITY. YOU MUST READ THIS CLAUSE CAREFULLY.
15.1 Matters not excluded or limited by this Agreement: Nothing in this Agreement shall exclude or restrict liability for:
(A) losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or wilful default;
(B) death or personal injury resulting from a Party’s negligence;
(C) any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;(D) losses suffered by us in respect of any Chargebacks or Assessments recoverable under clause 6 and/or 14;
(E) any Fees or other amounts due by you to us;
(F) (except in respect of the types of Losses listed under clause
15.2) for any indemnity provided hereunder; or
(G) any other liability to the extent it cannot be lawfully excluded or limited,
and each of the following provisions of this clause 15 is subject to this clause 15.1.
15.2 Limitations and exclusions of liability for you and us: Each Party shall only be liable for direct Losses arising out of or in connection with its own breach of this Agreement or negligence EXCEPT THAT neither Party will be liable to the other Party under or in connection with this Agreement or its subject matter for any of the following types of Losses arising under or in connection with this Agreement (whether arising out of breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, liability under indemnities or otherwise):
(A) loss of profits, revenue or anticipated savings (including those anticipated or forecast);
(B) loss of goodwill (or any other damage to reputation);
(C) loss connected with or arising from business interruption;
(D) loss of opportunity, business or contracts;
(E) loss of bargain;
(F) lost or corrupted data (or loss associated with the same); and/or
(G) any special, incidental, punitive, consequential or indirect: loss, damage, cost and/or expense whatsoever, in each case whether such losses are direct, indirect or consequential, and even if that Party was aware of the possibility that such losses might be incurred by another Party.
15.3 Interest: Subject to clause 15.2, you shall not be entitled to any interest or any other compensation whatsoever in respect of any sums held by us in accordance with this Agreement prior to Remittance being made to you for any period during which payment may be:
(A) deducted, withheld, deferred or not paid under clause 5;
(B) set-off under clause 10; or
(C) not paid due to a suspension of Services (or part thereof) under clause 12,
unless you demonstrate that such non-payment results from our breach of our obligations under this Agreement, in which case interest accrues on a daily basis until the date of payment calculated at the rate specified in clause 9.
15.4 Curtispay’s excluded liability: We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under this Agreement if and to the extent that such failure is due to:
(A) circumstances beyond our reasonable control;
(B) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Other Acquirers, Other Financial Institutions, Other Payments Organisations (including an Alternative Payment Provider, Card Scheme, and Third Party Product provider)) and is not caused by our breach of this Agreement;
(C) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law or the requests of any Regulatory Authority;
(D) your failure to provide complete and/or correct Data to us, any Other Financial Institution, Card Scheme or Other Payments Organisation) and/or your negligence and/or breach of this Agreement;
(E) a suspension of Services by us under clause 12;
(F) your breach(es) of this Agreement, negligent, wrongful or bad faith acts or omissions; or
(G) any deferment/withholding of any Remittance otherwise due to you effected pursuant to the provision of this Agreement.
Additionally, we shall have no liability to you for any inaccuracy in the information we or any Other Financial Institutions provide to any third parties pursuant to clause 19.
15.5 Limitation of Liability: The aggregate liability of each of Curtispay Limited and each of the additional parties listed in Schedule 1 to you in relation to all Claims arising out of, or in connection with the Services or this Agreement during each Contract Year shall be limited to:
(A) in the first Contract Year, a sum equal to the average monthly Fees paid under this Agreement, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Commencement Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and
(B) in each Contract Year thereafter, a sum equal to the Fees paid under this Agreement, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year. 15.6 Additional exclusions and limitations: In addition to any other exclusion or limitation of liability contained in this Agreement, the following additional exclusions and limitations apply in relation to the Services:
(A) We accept no responsibility, and shall not be liable for (a) the accuracy or reliability of any data you send to us; (b) our interpretation of that data; or (c) the consequences or accuracy of our interpretation of that data or any subsequent interpretation or risk assessment you undertake in relation to that data.
(B) The Data available via your Merchant Data Account is supplied to you on an "as is" basis for your information only and is not intended to be relied upon by you for any purpose whatsoever.
(C) We do not warrant that the Data available via your Merchant Data Account is accurate, sufficient, up-to-date, reliable or error-free at the time it is accessed.
(D) We accept no responsibility, and shall not be liable for any Third Party Product you use in connection with the Service, and any reference by us to a Third Party Product (including in any technical specification we provide to you), or approval by us in connection with clause 3.2(H), shall not constitute any recommendation or endorsement by us of that Third Party Product, or any warranty or representation that such Third Party Product will be or remain compatible, compliant and/or suitable for your use and/or with the Services, or will deliver any specific result.
(E) The electronic transmission of Data, including but without limitation to transmission via the internet cannot be guaranteed to be secure or error-free. There is always a possibility that Data sent by electronic means could be intercepted by a third party, corrupted, lost, destroyed, delayed or otherwise adversely affected. As a result, we shall not be liable to any party in respect of any error or omission arising from or in connection with the electronic transmission of information to you or your reliance on such Data. This includes but is not limited to acts or omissions of your and/or our internet service providers. This exclusion of liability shall not apply in the event of any proven criminal, dishonest or fraudulent acts on our part.
15.7 Basis of exclusions and limitations: You acknowledge, represent and agree that, given the nature of the Services:
(A) other suitable alternative payment methods for the Buyers are available to you;
(B) you were able to choose other providers of services similar to the Services before entering into this Agreement;
(C) you acknowledge and accept the risk of any Losses which you may suffer and be unable to claim for because of the exclusions and limitations on our liability under this clause 15, and the importance of insuring against such Losses;
(D) the Fees have been calculated by us taking into account the exclusions and limitations contained in this Agreement (which would be uneconomical but for such exclusions and limitations); and
(E) we would not be in a position or willing to enter into this Agreement (or any similar agreement) with you or other merchants but for these exclusions and limitations of liability.

16. MATERIALS
16.1 You shall only use such materials identifying the Services, us, any of our Group Companies, any Card Scheme or any Alternative Payment Method if such materials have previously been approved by us in writing (such approval not to be unreasonably withheld).
16.2 You shall display prominently on each of your premises, trading venues or website where you accept or state that you accept Cards or Alternative Payment Methods for payment, the Card and Card Scheme identification or Alternative Payment Method identification:
(A) as required by the Network Rules; and
(B) as notified to you from time to time (whether to inform you of such Network Rules (including amendments to Network Rules) or otherwise).

17. DATA The parties’ roles as independent Data Controllers 17.1 The Parties agree that, for the purposes of Data Protection Legislation, it is their mutual understanding that the Parties shall not constitute joint Data Controllers. Each Party acknowledges and agrees that, for the purposes of Data Protection Legislation, it is an independent Data Controller of Transaction Personal Data and that it determines the purposes for which and the manner in which the Transaction Personal Data is, or is to be, processed.
17.2 If you receive any complaint, notice or communication from a Data Protection Authority which relates directly to:
(A) our Processing of the Transaction Personal Data; or
(B) a potential failure by us to comply with Data
Protection Legislation in respect of your or our activities under or in connection with this Agreement, you shall, to the extent permitted by Applicable Law, promptly notify us and provide such information as it shall reasonably request in that regard.
17.3 You acknowledge that we may disclose Transaction Personal Data to any Data Protection Authority, law enforcement authority or regulator. Fair Processing notices and consents
17.4 You shall ensure that, in respect of all Transaction Personal Data you provide to Curtispay under this Agreement, and in respect of the use of such Transaction Personal Data under this Agreement:
(a) all necessary fair processing notices have been provided by you to the relevant Data Subjects which specify Curtispay as a Data Controller in respect of the Data Subject’s Personal Data and provide a link to our Privacy Statement or include a statement that our Privacy Statement can be found on our corporate website and that you have obtained from the relevant Data Subjects all applicable consents, and
(b) all necessary steps have been taken to ensure that such Transaction Personal Data has been gathered and Processed in accordance with the principles set out in the Data Protection Legislation, including in particular those relating to
(i) lawful, fair and transparent Processing;
(ii) specified, legitimate and explicit purposes of Processing; and
(iii) adequate, relevant and not excessive Processing.
17.5 To the extent that we are Processing your personal data, for example you are a sole trader, please refer to our Privacy Statement for information about how we use your Personal Data. Curtispay searches
17.6 Curtispay may make periodic searches of, and provide information about you to credit reference, market research, customer feedback and fraud prevention agencies, and Curtispay's agents. Such information as is provided to credit reference agencies may be used by other credit providers to take decisions about you. Further information about how we use this information can be found in our Privacy Statement. Assistance
17.7 Whenever we request it, you shall give us reasonable assistance to facilitate the successful collection and delivery of all Data. We shall assist you, upon your request, where we are reasonably able to gain access to the Data, but reserve the right to make reasonable charges for doing so. You shall promptly pay such reasonable charges to us on demand.
17.8 If a Data Subject makes a written request to either Party to exercise any of their rights under Data Protection Legislation in respect of Transaction Personal Data, the receiving Party shall respond to that request in accordance with Data Protection Legislation. To the extent the request concerns processing of Transaction Personal Data undertaken by the other Party, the receiving Party shall promptly and without undue delay forward the request to the other Party; and cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Legislation. Your PCI and other compliance requirements
17.9 You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Card Schemes and Alternative Payment Method schemes, including the PCI SSC Standards. We may charge you an annual management fee (specified in the Pricing Schedule) for administering the system through which you report your PCI SSC Standards compliance status to the Card Schemes, and a PCI SSC Standards non- compliance fee (also specified in the Pricing Schedule) for each month in which you are not compliant with the PCI SSC Standards. No prior security breaches
17.10 You represent, warrant and undertake that no security breach relating to Data processed by or on behalf of you has occurred before the date on which this Agreement was signed by the Parties and/or the Commencement Date. If you breach the foregoing representation, warranty and undertaking, you acknowledge and agree that we may suspend the Services (including as required under the Network Rules) and/or (if unremedied) take such other steps as we, any Card Scheme, Regulatory Authority or any Other Financial Institution or Other Payments Organisation reasonably considers necessary to remedy the breach. Notification of security breaches
17.11 You shall notify us immediately if you become aware of or suspect any security breach relating to Data (whether or not you have complied with the PCI SSC Standards). As soon as reasonably practicable, you shall also (and without prejudice to any other remedy we have in respect thereof) immediately identify and resolve the cause of such security breach and take any steps that we may require of you to do so, including but not limited to the procurement (at your cost) of forensic reports from third parties recommended by us. Do not store card details
17.12 You shall not store (as such term is used in the PCI SSC Standards), at any time:
(A) Card verification value in the magnetic stripe;
(B) Card verification value printed on the Card in or next to the signature panel;
(C) Card verification value contained in the magnetic stripe image in a chip application;
(D) PIN verification value contained in the magnetic stripe;
(E) the full contents of any track from the magnetic stripe (on a Card, in a chip or elsewhere); or
(F) any other Data that the Card Schemes mandate from time to time as Data that cannot be stored.

18. RETENTION OF RECORDS
18.1 In addition to complying with all record retention provisions under Applicable Law, and subject to the requirements of the PCI SSC Standards, you shall retain legible copies of Data for a minimum period of eighteen (18) months from the date of each Transaction.
18.2 Nothing in this Agreement (including this clause 18) affects or limits your own requirement to have in place adequate record retention policies and procedures as necessary and appropriate for your own business purposes, which are and remain your responsibility.

19. PROVISION AND DISCLOSURE OF DATA AND INFORMATION This clause 19 contains important information about the provision and disclosure of data and information in connection with the Services. It should also be read alongside our Privacy Statement.
19.1 We may, from time to time, request you to provide copies of Data, in which event you shall provide such copies to us, in such format specified by us, within ten (10) days of such request being received.
19.2 Upon our request, you shall at all times throughout the term of this Agreement (and for such subsequent period as may be necessary thereafter):
(A) promptly disclose to us or any Other Financial Institution, Card Scheme or Other Payments Organisation such accurate, complete and reliable information as we or such third party reasonably require(s) relating to the performance of the Services or obligations under this Agreement, the Network Rules or Applicable Law;
(B) take all reasonable steps to assist us and/or any Other Financial Institution, Card Scheme or Other Payments Organisation in handling any Claim or query raised by a Buyer, a Card Issuer, a Card Scheme or any other third party in relation to the Services or any Transaction, Chargeback, Refund, Representment or Retro-Charge;
(C) co-operate in providing any Other Financial Institution Card Scheme or Other Payments Organisation with all information requested by it in order for you or your Transactions to be accepted by such third party or otherwise to enable us to provide you with any of the Services (or any part thereof); (D) to enable us to assess your financial position throughout the term of this Agreement, provide us with your latest audited accounts and any other accurate, complete and reliable information we may reasonably require (including but not limited to your management accounts).
19.3 You hereby authorise:
(i) us;
(ii) any Other Financial Institution;
(iii) any Other Payments Organisation (including any Alternative Payment Provider or Card Scheme); and (iv) any credit institution at which you maintain the Merchant Bank Account, to use, share and release Data and any other information relating to you, including information relating to you which is held in connection with the provision of the Services and/or by the Card Schemes, Other Financial Institutions or Other Payments Organisations (or, if instructed by us, you shall provide such Data or information or procure that such Data or information is provided), to any Person, including our Group Companies and their respective officers, Card Issuers, Alternative Payment Providers, Card Schemes, Regulatory Authorities, law enforcement agencies, fraud prevention agencies and credit reference agencies, and third parties:
(A) for the purpose of fulfilling our or any Other Financial Institution’s obligations under the Agreement or the Network Rules or requirements of an Other Payments Organisation (including a Card Scheme or Alternative Payment Provider) or otherwise as required by Applicable Law;
(B) to assess financial and insurance risks;
(C) in relation to any breach of, or to enforce, this Agreement;
(D) to recover debt or in relation to your insolvency;
(E) to maintain and develop customer relationships, services and systems;
(F) to prevent and detect fraud or crime;
(G) in the course of any investigation by us, any Other Financial Institution, Regulatory Authority, Card Scheme, Other Payments Organisation or any third party into any suspected criminal activity;
(H) regarding information security, the risk of fraud, sector risk and credit risk; and
(I) to enable the Card Schemes to assign a Reason Code to any undesirable act or omission.
Where you have been referred to us through a third party, whether under an affiliate, partnership marketing or other introducer type arrangement, you authorise us to release Da ta to relevant third parties as necessary for the operation of such arrangement and/or to fulfil our reporting obligations to such third parties.
19.4 You shall advise us in writing as soon as you become aware (and in any event within 48 hours) of any: (A) other agreement that you enter into concerning your acceptance of Transactions;
(B) act, omission or error which does or may cause material loss or damage to us or any Other Financial Institution, Card Scheme or Other Payments Organisation) (including damage to the reputation of us or any such third party, which for the avoidance of doubt shall be deemed to be material in every instance in which it occurs);
(C) actual or suspected violation or compromise of the security or integrity of any Data or any other information relating to the Services or the Card Schemes or any of our Confidential Information at any time obtained or held by you.
19.5 If you contact us electronically, we may collect your electronic identifier (for example, Internet Protocol (IP) address or telephone number) supplied by your service provider.
19.6 A link between you and anyone with whom you have a joint account or similar financial association will be recorded at credit reference agencies, creating a "financial association". All such associated parties' information will be taken into account in future applications until you or one of them successfully file a "notice of disassociation" at the credit reference agencies.
19.7 We may make periodic searches of and provide information about you to credit reference agencies, fraud prevention agencies, Card Issuers, Card Schemes and our Group Companies to manage and take decisions about their relationship or prospective relationship with you. Such information may be used by other credit providers to take decisions about you and your financial associates. We may also review you and your business activities (including by electronic means) to monitor your compliance with the Agreement.
19.8 We may: (A) disclose information concerning you and your Data to third parties where we aggregate data to facilitate cross-industry analysis and comparisons; and
(B) (without limitation) use and/or disclose Confidential Information and Transaction Personal Data for preparing and furnishing compilations, analyses, and other reports of aggregated information and anonymised information, PROVIDED THAT in each case such compilations, analyses or other reports do not identify
(i) you (other than where Curtispay prepares the compilation, analysis or other report either for and to you or on your behalf) or
(ii) any Cardholder whose Transactions were the subject of or involved in the preparation of any such compilation, analysis or other report.
19.9 The information which we, and/or any Other Financial Institution or Other Payments Organisation, collect from you may be transferred to, processed and/or stored at, a destination outside the EEA.
19.10 In the event that we consider that any act or omission of yours falls within a Reason Code, details of any such act or omission shall be advised to you and shall also be available on request. In addition, the fact of termination (if any) under clause 12.4(H) and the Reason Code forming the grounds for termination shall be notified to (and may be recorded by) the Card Schemes and thereafter be maintained by them in accordance with their normal practice. The aforementioned database records are available for enquiry by any Acquirer, Other Acquirer and Card Issuer. In certain circumstances, they are also made available to crime enforcement authorities.

20. RIGHT OF AUDIT
20.1 Subject to the rest of this clause 20, upon our request, you shall:
(A) permit or procure us or our duly authorised representatives to have access to all or any of your premises where, or systems on which, your business trades or where your records or stock are located, during business hours, to examine all or any such premises, systems, records or stock and those of any other business which we consider is or may be connected to you; and
(B) permit or procure us or our duly authorised representatives to take and retain copies of all or any such records; and
(C) provide to us or our duly authorised representatives or procure that we or they are provided with honest and comprehensive answers to any enquiries we may make in relation to you and your business, for the purpose of ascertaining whether or not you are performing your obligations in accordance with all the provisions of this Agreement.
20.2 We shall give you a minimum of twenty-eight (28) days written notice of any exercise of our rights under this clause 20, except where the requirements of a Regulatory Authority do not permit such notice or we have immediate data security, compliance or fraud concerns, in which case we may give immediate or shorter notice.
20.3 We shall exercise our rights under this clause 20 reasonably and usually no more than once annually during the term of this Agreement unless a Regulatory Authority requires otherwise or there are immediate data security, compliance or fraud concerns, in which case we may give immediate or shorter notice. Additionally, where matters are identified as requiring remediation in a shorter period we may, acting reasonably, exercise our rights more frequently to ascertain whether such remediation has been made.

21. INTELLECTUAL PROPERTY
21.1 The Agreement does not transfer, and is not intended to transfer, to any Party any of the Intellectual Property Rights that any other Party owns at the Commencement Date or any Intellectual Property Rights that are created, acquired or developed during the term of the Agreement.
21.2 You shall not acquire any Intellectual Property Rights in any Merchant Data Account, or any Data, that we make available to you under this Agreement.
21.3 Each Party shall obtain the written consent of the other Parties prior to using or referring to any trademarks, logos, copyrighted materials, business names or other similar Intellectual Property Rights in any promotional materials or literature, agreements or on any website.
21.4 On termination of the Agreement, each Party shall remove any reference to the other Parties from any promotional materials or literature, agreements or on any websites.

22. SERVICE ADJUSTMENTS AND AGREEMENT VARIATIONS
22.1 From time to time, we may make changes to our
Privacy Statement, adjust the content and interfaces of the Services or make changes to the Services which are necessary to comply with any Applicable Law or Network Rules, or make changes which do not materially affect the nature or quality of the Services. Such adjustments may result in changes to the Customer Operating Instructions and are not subject to prior written notice or any right of termination under clause 22.3. If such adjustments or changes lead to a change in software, interfaces or operating procedures, we shall notify you as soon as reasonably practicable prior to the implementation of such adjustments or changes.
22.2 From time to time we may change the way we use your information (other than Transaction Personal Data). Where we believe you may not reasonably expect such a change we shall write to you. If you do not object to the change within two (2) months, you will be deemed to consent to that change.
22.3 We shall be entitled to vary the provisions of the Agreement from time to time by giving you at least two (2) months’ prior written notice. Such variations may be notified by reference to materials available on our website, as set out in clause 26.5. If we make changes to the terms and conditions herein affecting your payment services, you shall be entitled to terminate the Agreement immediately by providing written notice to us, PROVIDED THAT such notice is served upon us within two (2) months of you being notified of the variation. Otherwise, you will be deemed to have accepted any variation of the provisions of this Agreement two (2) months from being notified of it.
22.4 We may from time to time in our sole discretion withdraw or decommission a product, software or a Service that you are using and will, if practicable, give you reasonable prior notice of this.

23. CONFIDENTIAL INFORMATION 23.1 Except to the extent set out in this clause 23, each Party shall:
(A) treat as confidential all Confidential Information obtained from the other Parties under the Agreement;
(B) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;
(C) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and
(D) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure. 23.2 Each Party may disclose Confidential Information that would otherwise be subject to clause 23.1 but only if it can demonstrate that the Confidential Information:
(A) is required to be disclosed by any court of competent jurisdiction, Regulatory Authority, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;
(B) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;
(C) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 23);
(D) is received from a third party who is not under an obligation of confidentiality in relation to the information; or
(E) is developed independently without access to, or use or knowledge of, the Confidential Information.
23.3 Notwithstanding the provisions of clauses 23.1, 23.2 and 23.4, we, and/or any Other Financial Institution or Other Payments Organisation, may aggregate and anonymise your Confidential Information (including the Data), and disclose it in that form to any third party. The provisions of clauses 23.1, 23.2 and 23.4 will not restrict the sharing of any Confidential Information by Curtispay to its directors, employees, professional advisors, insurers, Group Companies or sub-contractors who need to know it to provide the Services and/or to manage or enhance the relationship between the Parties, provided that such persons use it solely for such purpose and are under an obligation to us to keep such information confidential.
23.4 Other than as expressly permitted under the Agreement, on termination of the Agreement for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other Parties and shall return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in its possession or control, save that a Party will be permitted to retain such part of the Confidential Information for the purposes of and for so long as required by any Applicable Law or its legitimate internal compliance requirements. Any obligation to destroy or permanently erase Confidential Information shall not be applicable to Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of day-to-day business.

24. ASSIGNMENT, SUB-CONTRACTING AND NOVATION
24.1 The Agreement is personal to you and you may not assign, novate or transfer it or any of your rights or obligations under it.
24.2 You may only use an agent or subcontractor in relation to the performance of your obligations under the Agreement with our prior written consent. We may reasonably withdraw that consent at any time.
24.3 You shall be liable to us for the acts or omissions of:
(A) any of your Personnel, whether or not used with the consent that we may give pursuant to clause 24.2;
(B) any of your Group Companies; and
(C) any Personnel of any of the foregoing, in the course of or relating to the performance of your obligations under the Agreement or arising out of or in connection with any Transaction, Refund, Representment, Chargeback or Retro-Charge.
24.4 Subject to Applicable Law and the Network Rules, we shall be entitled at any time to assign or transfer the Agreement or the benefit of any or all of our rights under the Agreement and/or to sub-contract our obligations under the Agreement without your consent. Without prejudice to clause 29.4, upon request, you shall execute any documents required to effect any such assignment, transfer or subcontract.
24.5 We shall be entitled to novate any or all of our rights and obligations (as appropriate) under the Agreement to a third party at any time on giving you at least two (2) months’ notice. If we do this you shall be entitled to terminate the Agreement within two (2) months’ of you receiving the notice of the novation. You will be deemed to have accepted the novation of the Agreement two (2) months from receipt of the notice.
24.6 With effect from the date that we novate our obligations under the Agreement to a third party (the "Novation Date"), you shall release and discharge us from further performance of our obligations under the Agreement and from all claims and demands against us, whatsoever arising out of or in respect of the Agreement, whether prior to, on or subsequent to the Novation Date and the third party shall perform, or procure the performance of, all such obligations under the Agreement, and shall accept all liabilities arising out of or in respect of the Agreement, from the Novation Date.

25. WAIVER
25.1 No failure or delay by a Party in exercising any of its rights or remedies provided under the Agreement or under Applicable Law shall be construed as a waiver or release of that right or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. The Parties agree and acknowledge that the doctrine of affirmation, by which a Party is deemed to have affirmed a decision to proceed with a contract notwithstanding the enlivening of a right to terminate, shall have no application to the Agreement.
25.2 No single or partial exercise of any of a Party’s rights or remedies under the Agreement or under Applicable Law shall preclude or restrict the further exercise of such right or remedy. A waiver of any breach of any provisions of the Agreement shall not constitute a waiver of any other breach, and shall not affect the other provisions, of the Agreement.
25.3 Subject to clause 27.3, the rights and remedies of a Party under the Agreement are cumulative and not exclusive of each other or of any rights or remedies provided by Applicable Law.

26. NOTICES & OTHER COMMUNICATIONS
26.1 Subject to clause 26.2, any notice to be given under or in connection with the Agreement shall be in writing and signed by or on behalf of the Party giving it and shall be served by
(i) delivering it personally (including by commercial courier); or
(ii) sending it by post (including by airmail or other international or local mail service in the case of an address for service outside the United Kingdom); or
(iii) sending it by email, to the email address of the other Party as set out in this Agreement or otherwise as notified by such Party from time to time. For the avoidance of doubt, any notice delivered by email shall not need to be signed.
26.2 (A) Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.
(B) Unless otherwise agreed by us in writing, notice from you to us to terminate the Agreement must be delivered to us by post.
(C) Either Party may, as an alternative to any other method of notice, give notice to the other’s registered office address (where it has one). Where the registered office address is not the postal address provided by a party in accordance with clause 26.1, deemed receipt shall be calculated by adding two (2) Business Days to the period for deemed receipt under clauses 26.3(B)-(E) below.
26.3 Any notice given in accordance with this Agreement shall be deemed to have been received:
(A) if sent by email, on the day on which the communication is sent and no report of non-delivery is received by the sender, PROVIDED THAT (i) any notice despatched after 17:00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 on the next Business Day;
(B) if delivered personally, at the time of delivery;
(C) if sent by first class post within the United Kingdom, two (2) Business Days from the date of posting;
(D) if sent by second class post within the United Kingdom, four
(4) Business Days from the date of posting; and (E) if you are outside of the United Kingdom, then if sent by post, within seven (7) Business Days from the date of posting.
26.5 Notices given by us to you in hard or electronic format may refer to documents or materials made available on our website, by providing you with a website URL address where you can access the documents or materials. The full contents of these documents and materials will be deemed to be communicated and notified to you as if set out in full in the notice.
26.6 In addition to formal notices given in accordance with this clause 26, we may communicate with you from time to time in relation to your use and our provision of the Services by means of newsletters, emails, SMS or text message and messages on our website. We may also communicate with you through products such as your Merchant Data Account. Such communications may include notification of changes to the Customer Operating Instructions or Network Rules, or new or replacement products or services in connection with the Services.

27. ENTIRE AGREEMENT
27.1 The Agreement constitutes the entire agreement and understanding between you and us in respect of its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings and agreements relating to the same subject matter, (whether oral or in writing, express or implied), other than any securities or written pledges, undertakings or assurances which you may previously have given to us as a condition precedent or in anticipation of the Agreement. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding other than those expressly set out in this Agreement, save that, notwithstanding the foregoing, we have entered into this Agreement in reliance on your representations set out in the Application Form.
27.2 Save to the extent expressly set out in this Agreement, we hereby exclude all warranties, conditions, terms, obligations, undertakings and representations (whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose)) to the fullest extent permissible by Applicable Law, and you hereby waive irrevocably any rights or remedies you may otherwise have had in respect of any of the same.
27.3 Nothing in this clause 27, or elsewhere in this Agreement, shall operate to exclude any liability for fraud.

28. SEVERABILITY
28.1 Each clause and sub-clause of the Agreement is severable. If any provision of the Agreement or any part of it is or becomes invalid under or contravenes Applicable Law, or is held to be unreasonable in the circumstances, or is held by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable:
(A) the remaining provisions shall not be affected and shall remain in full force;
(B) the legality, validity, enforceability and reasonableness of the remainder of the Agreement shall not be affected; and
(C) if such provision would cease to be illegal, invalid, unenforceable or unreasonable if some part of that provision were modified or deleted, the provision in question shall apply with the least such modification or deletion as may be necessary to make the provision legal, valid, enforceable and/or reasonable.

29. MISCELLANEOUS
29.1 Status of the Parties
29.1.1 Nothing in the Agreement shall be construed as constituting a partnership, joint venture or agency (except to the extent specified in Schedule 1) between or among the Parties.
29.1.2 You agree, represent and warrant that Curtispay Limited,providing the Services (the "Service Providers"):
(A) is providing its element of the Services as an independent contractor, and not as a partner or joint venturer with the other Parties;
(B) shall be only severally liable in respect of its own obligations under this Agreement;
(C) shall not be liable in connection with the Services provided by the other Service Providers, whether jointly, jointly and severally or at all; and (D) does not have any specific knowledge of the nature of your business, or knowledge of any special circumstances relating to your business, and in any event shall not be deemed to have knowledge of your business beyond the disclosure and description of the same in your Appli cation Form.
29.1.3 Each Party (including each Service Provider) will be deemed to represent to the others, and warrant and agree that:
(A) each Service Provider is providing its element of the Services as an independent contractor, and not as a partner or agent of or joint venturer with the other Parties;
(B) each Service Provider shall be only severally liable in respect of its own obligations under this Agreement;
(C) each Service Provider shall not be liable in connection with the Services provided by the other Parties, whether jointly, jointly and severally or at all;
(D) it is not relying on any communication (written or oral) of any other Party as advice, or on any such communication as an assurance or guarantee;
(E) each other Party is not acting as a fiduciary or adviser to it in respect of the subject matter of this Agreement;
(F) the relationship between each other Party and it is not that of employee or employer, franchisee or franchisor, and/or principal or agent, and contains no similar duty; and
(G) it is acting wholly in the course of business and not as a consumer.
29.1.4 The Services are offered to and accepted by you solely for business purposes. You represent, warrant and agree that you shall not use the Services or any part of them outside of your business.
29.1.5 Where another one of your Group Companies receives Services from us, you agree to be jointly and severally liable with such Group Company. If you are a partnership, each partner will be jointly and severally liable under this Agreement.
29.2 Save as expressly provided, this Agreement is not intended to confer any benefit on any third party, and a Person who is not party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement. Curtispay involved in providing any of the Services or otherwise to the extent expressly provided shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
29.3 Exclusivity
29.3.1 Unless otherwise stated in your Application Form, the provision of the Services under this Agreement is not exclusive.
29.3.2 We may process payment transactions for any other Person acting in any capacity, including merchant, seller, wholesaler, retailer, payment service provider, credit institution or financial institution.
29.5 At any time after the Commencement Date, you shall, at our request, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requesting may reasonably require, for the purpose of giving effect to all the provisions of the Agreement.
29.5 Except as provided herein, each Party shall pay its own costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and in carrying out any related due diligence.
29.6 This Agreement may be made and executed in any number of counterparts, which together constitute one Agreement.
29.7 This Agreement is in the English language. We are only obliged to communicate with you in English. We may provide to you a foreign language translation of this Agreement or any other communication, PROVIDED THAT such translation shall be for your information purposes only and in the event of any inconsistency between the English version and the foreign language version, the English version shall prevail.

30. DISPUTE RESOLUTION PROCEDURE
30.1 Subject to the provisions of clause 32, if any dispute between you and us (each a "disputing party") arises out of or in connection with this Agreement or its subject matter, formation, validity or enforceability (including non-contractual claims) (each a "dispute") then, except as expressly provided in this Agreement, the Disputing Parties shall follow the dispute resolution procedure set out in this clause. 30.2 Either Disputing Party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with any relevant supporting documentation. Following service of the Dispute Notice, the Representatives of each of the Disputing Parties shall attempt in good faith to resolve the Dispute.
30.3 If the Representatives of the Disputing Parties are for any reason unable to resolve the Dispute with fourteen (14) Business Days of service of the Dispute Notice, either Disputing Party shall be entitled to commence proceedings under clause 31.2.
30.4 If the Dispute is resolved by the Representatives within fourteen (14) Business Days of service of the Dispute Notice in accordance with clause 30.2, the settlement shall be recorded in writing and signed by each of the Disputing Parties within seven (7) Business Days of the end of the period referred to in clause 30.2.
30.5 Nothing in this clause 30 shall prevent either Disputing Party making any application for injunctive relief that it considers necessary to protect its position.

31. GOVERNING LAW AND JURISDICTION 31.1 This Agreement and any Dispute, shall be governed by and construed in accordance with English law.
31.2 Subject to the provisions of clause 30, the Parties irrevocably agree, for our sole benefit that, subject as provided below, the English Courts shall have exclusive jurisdiction over any Dispute. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings by us in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You waive any objection to any proceedings in such courts pursuant to this clause 31.2 on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum. Any proceedings brought by you against us in respect of a Dispute must be brought in the English Courts.
31.3 If you are a Large Enterprise or a Large Charity and you do not have a place of business in England and Wales, Scotland or Northern Ireland, you must appoint a process agent in England or Wales and inform us of the contact details of your process agent within five (5) Business Days following execution of the Agreement. Within five (5) Business Days of the appointment of your process agent ceasing to be effective for any reason, you will appoint a replacement process agent in England or Wales for the purposes of this clause and immediately will notify us of the change in accordance with this clause 31.3.

32. COMPLAINTS First use the Curtispay Complaints Procedure If you are not satisfied with our Services, you must initiate our complaints handling procedure to resolve such matters. For more information about this process please email us : info@curtispay.com Financial Ombudsman Service If you are still not satisfied after following our complaints procedure, you can ask the Financial Ombudsman Service (subject to Applicable Law governing eligible complainants), to review the complaint. You can contact the Financial Ombudsman Service:
By phone: 08000234567, 03001239123, +442079640500
By email: complaint.info@financial-ombudsman.org.uk
By post: The Financial Ombudsman Service, Exchange Tower, London E14 9SR
Call using next generation text relay: (18002) 020 7964 1000 By text: You can also text the Financial Ombudsman Service on 07860 027 586 and they will call you back. The Financial Ombudsman Service advises not to send any account numbers or bank details by text and that if you feel you need to speak to them more urgently, it's probably best to call them. Up to date contact details and other information on the Financial Ombudsman Service can be found at www.financialombudsman.org.uk.

33. REGULATORY INFORMATION is a private limited company registered in England & Wales under company number 12861335 , and whose registered office address is at The 87a Hambrough Road, Southall, London, England, UB1 1HY.

Our Services

In today's digital age, reliable and efficient technical support is crucial for seamless business operations.
Our Remote PC Support Services aka SOFTWARE MAINTENANCE are designed to provide comprehensive assistance, ensuring your systems run smoothly and efficiently, no matter where you are.

Our Services Include:
Remote Troubleshooting and Diagnostics

Quickly identify and resolve software and hardware issues.
Perform detailed diagnostics to ensure optimal performance.
Provide immediate solutions to common technical problems.
Software Installation and Configuration

Install and configure essential software applications.
Ensure compatibility and functionality across your systems.
Customise software settings to meet your specific needs.
System Maintenance and Updates

Regularly update operating systems and software to the latest versions.
Apply security patches and updates to protect against vulnerabilities.
Perform routine maintenance to enhance system performance.
Virus and Malware Removal

Conduct thorough scans to detect and remove viruses, malware, and spyware.
Implement security measures to prevent future infections.
Educate users on safe browsing and email practices.
Network Support and VPN Configuration

Troubleshoot and resolve network connectivity issues.
Configure VPNs to ensure secure remote access.
Optimise network settings for better performance.
Data Backup and Recovery

Set up automated backup solutions to protect your data.
Recover lost or corrupted data quickly and efficiently.
Implement robust data protection strategies.
Email and Account Support

Assist with email setup and configuration.
Troubleshoot email delivery and synchronization issues.
Manage user accounts and permissions.
User Training and Support

Provide training on new software and tools.
Offer guidance on best practices for system use.
Create user-friendly documentation and support materials.