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GlobePay Merchant Payment Processing Agreement

 

Effective date: 1st May 2024

 

These are the standard terms and conditions pursuant to which we will provide Services to you, and to which you agree to be bound. By requesting or accepting the Services, you acknowledge and agree that you have read, understand, agree and comply with these terms and conditions (the “Agreement“). You have also been given an opportunity to raise any questions you may have regarding the Agreement.

GlobePay reserves the right to update this Agreement periodically.

 

This Agreement is between:

(1) GLOBEPAY LIMITED, a company incorporated in England and Wales under registered company number 11399473, with its registered office address at 23 Franklin Building, 10 Westferry Road, London, England, E14 8LS, United Kingdom, and regulated by the Financial Conduct Authority of the UK to provide payment services under the firm reference number 930172 (“GlobePay”, “We”, or “Us”); and

(2) The Merchant (“You”).

 

You and us are hereinafter referred to as “Party” individually and collectively as “the Parties“.

 

You and us agree as follow:

1. Definitions and Interpretation

In this Agreement, the following terms shall (unless the context otherwise requires) have the following meanings:

Access Codes: shall means the email address, password, and any other security information required to access the Merchant Portal;

Account: shall mean a unique and secure Account within our systems that is automatically assigned to you upon application submission. This Account serves as a repository for storing your data, information, and the subject matter of this Agreement;

Applicable Laws: means all laws, statutes, statutory instruments, acts, regulations, orders and directives including but not limited to the Financial Services and Markets Act 2000,  the Payment Services Regulations 2017 and the Electronic Money Regulations 2011, and all orders, regulations and rules issued there under, as amended from time to time (including for the avoidance of doubt the Money Laundering Regulations 2007, and related schedules, as well as legislation, regulations and guidance notes relating to money laundering and terrorist financing, including those which implement Directive 2005/60/EC), the Data Protection Laws and all codes of practice and guidance issued by government agencies, self-regulatory bodies and trade associations (whether or not having the force of law) including, the Information Commissioner’s Officer, the Direct Marketing Association, the Advertising Standards Authority, the Office of Fair Trading, the Financial Conduct Authority and the Card Schemes or any other relevant trade or industry body applicable to the conduct of our business or in connection with their rights and obligations under the Agreement;

Application: means your application or an application made on your behalf to us for the provision of any of the Payment Services, and “Application Form” shall be interpreted accordingly;

Assessments: any and all assessments, fines, levies, costs, expenses, charges, liquidated damages, or liabilities imposed by a Payment Services Partner, Card Scheme, or any other third-party on you or us, directly or indirectly, at any time, in relation to any aspect of the relationship between the Parties under the Agreement;

Authorisation: means the process whereby the Payment Services Partners obtain at the time of the Transaction (directly or indirectly, for example, where the Gateway Services are provided by a third party) from the Card Issuer confirmation that the Card has not been listed as lost or stolen and that there are sufficient funds for the relevant Transaction;

Bank Account: shall mean an account held in your name, maintained at a bank or financial institution acceptable to us, and held in the currency corresponding with the Settlement currency for receiving the Funds;

Business Day: a day which is not a Saturday, Sunday or observed as a public holiday in the United Kingdom, People’s Republic of China, Hong Kong Special Administrative Region of People’s Republic of China, and other regions or jurisdictions where the Payment Services Partners’ Settlement banks located, on which banks are open for business;

Card Issuer: shall mean a member of the Card Scheme that enters into a contractual relationship with a Cardholder for the issuance of one or more Cards;

Card Schemes: shall mean Visa, MasterCard or any other similar schemes;

Card: means a credit, debit, charge, purchase, or other card issued by a Card Issuer;

Cardholder: means a Person who is authorised to use a Card;

Chargeback: a transaction that is disputed by a Cardholder or Card Issuer and is returned, in accordance with the Rules;

Confidential Information: means information that is designated as “confidential” or is clearly confidential in nature. This includes any information related to a Customer including a Cardholder or information concerning any one of the Payment Services Partners or information concerning our or (as the case may be) your technology, technical processes, procedures, business affairs, finance, security procedures and premises and may take the form of (but is not limited to) documents, technical specifications, unpublished patent specifications, data, drawings, plans, processes, photographs, databases, computer software in disk, cassette, tape or electronic form and items of computer hardware or oral descriptions or demonstrations;

Control: means the right to control directly or indirectly, the activities of a Person, whether through ownership or the ability to control the voting powers of shares, the ability to control the board or management of such Person or otherwise (and “Controls” and “Controlled” shall be construed accordingly);

Copy Request: means a request from a Payment Services Partner, Card Issuer, or Card Scheme that we forward to you for information regarding a Transaction which is the subject of a potential Chargeback or a Dispute;

Customer: means a Person, including a Cardholder, who pays for goods and/or services from you, via Payment Platform provided by us;

Data Controller: has the meaning set out in the Data Protection Laws;

Data Processor: has the meaning set out in the Data Protection Laws;

Data Protection Laws: means all laws in any relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individual including, without limitation, the General Data Protection Regulation (EU 2016/679), and the equivalent in any other relevant jurisdictions including the UK General Data Protection Regulation, the Data Protection Act 2018, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, all as amended or replaced from time to time;

Data Subject: has the meaning set out in the Data Protection Laws;

Dispute: means any issue concerning a Transaction or concerning your behaviour which is relevant to the Payment Services which is raised with us by any Payment Services Partners, Card Issuers, Card Schemes, or any third party;

Dispute Surcharge: shall mean the fees (£17.00) we may charge each time we send the Copy Request to you and assist you with resolving the Dispute or Chargeback. These fees are deducted from the Funds to cover the cost of such a process.

Effective Date: means the date when you agree to the Agreement;

Excessive Fraud/Chargeback Merchant: means a Merchant whom we or Payment Services Partners reasonably believe may exceed the Card Scheme Chargeback and fraud thresholds for Transactions;

Fee Rate: shall mean the proportion at which we charge the Fees based on your Transaction volume;

Fees: means the fees that you are obligated to pay to us for the provision of the Services or as notified to you by us from time to time (including on our platform);

Funds: shall mean funds from the payment related to the Transactions in your Account, after deducting the amounts mentioned in clause 2.11, and are subject to be Settled to your Bank Account;

Illegal Transactions: means: (i) selling/providing products/services on the Prohibited Business List; (ii) transactions that breach your obligations and requirements under the Agreement; and (iii) transactions that may be detrimental to our, any Payment Services Partner’s, or any Card Scheme’s reputation and/or goodwill;

Intellectual Property Rights: means any and all intellectual property rights of whatever nature including patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, rights in software, design rights, rights affording equivalent protection to copyright, trademarks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of these, rights in the nature of unfair competition rights and rights to sue for passing off and all such rights in any country or jurisdiction;

Losses: means any and all losses, charges, claims, damages, expenses and costs, levies, liabilities, fines or penalties (including assessments) we suffered as a result of the breach of your obligations under this Agreement;

Merchant Portal: shall mean the secure online platform that can only be accessed by your authorised users and allows you and us to manage and exchange information related to the Services;

Merchant’s Platform: means a platform where you sell products and/or provide services to the Customers, which includes but not limited to a website, a WeChat mini-program, and an APP;

Operating Instructions: means any operating instructions setting out procedures, information and instructions which you must follow in connection with the Payment Services provided by us and any amendments from time to time;

Payment Platform: means the platform that we collaborate with Payment Services Partners to provide you for processing payment and Refunds for Transactions between you and the Customers. This platform integrates various payment channels, including but not limited to e-wallets, bank transfer, and card payments;

Payment Services: means the services we provided to you, allowing you, pursuant to the Rules, to use the Payment Platform and access any related or supporting services provided by us to you under the Agreement;

Payment Services Partners: means the third-party providers of the payment channels that are aggregated within the Payment Platform;

PCI DSS: means the Payment Cards Industry Data Security Standards as issued and modified by the Card Schemes from time to time;

Person: means any individual, corporation, firm, unincorporated association, partnership, government, state or agency of a state and joint venture;

Personal Data: has the meaning set out in the Data Protection Laws;

Privacy Policy: means our privacy policy on how we use your information which is located on our website;

Processing: has the meaning set out in the Data Protection Laws;

Prohibited Business List: shall mean any category of business or business practice for which the Services cannot be used, as identified on the Prohibited Business List located on our website;

Refunds: means the reimbursement of a Transaction to a Customer at your request (or as initiated by us in accordance with the Agreement or by Payment Services Partners, Card Issuers, and Card Schemes in accordance with the Rules);

Representatives: means all individuals employed or engaged by either Party, including employees, temporary staff, independent contractors, part-time staff, call centre operatives, marketing and sale personnel, legal advisors, agents, representatives, and any other individuals working under the direction of either Party;

Reversals: means an instruction initiated by Payment Services Partners, Card Issuers, Card Schemes, or us to return the Funds for a Transaction;

Reverse: means an amount withheld and retained from you by us and/or our Payment Service Partners (based on a reasonable assessment of the potential refunds, chargebacks, exposure and other liabilities and on the basis of the information provided by you regarding its anticipated use of the services), as a security against any sums due to us/our Payment Service Partners by the Merchant under this Agreement;

Rules: shall mean rules, regulations, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Payment Services Partners, Card Issuers, and Card Schemes from time to time;

Services: all the services provided to you under this Agreement, including the services specified in clause 2;

Settlement: we or our Payment Services Partners will Settle the funds to your Bank Account. The frequency and timing of the Settlement of Funds will depend on the agreement between you and us, or between you and our Payment Services Partners;

Settlement Cycle: means the specified time period within which Funds are transferred and Settled to your Bank Account by us, as specified in clause 2.15;

Settlement Surcharge: shall mean the fees that we may charge each time we Settle Funds to your Bank Account, deducted from the Funds to cover the cost of such a Settlement process;

Terminal Devices: means a device, instrument, piece of equipment, or other hardware supplied by us to you, which may include a physical Point of Sale (POS) device;

Transactions: means any payment of goods sold and/or leased and/or services you provide to the Customers, or any Refund, processed via the Payment Platform;

VAT: means value-added tax and or any other similar tax or duty;

Verification: means utilising all available reasonable means provided by us and/or Payment Services Partners, Card Issuers, and Card Schemes to validate your identity and/or Transaction.

2.  Payment Services

2.1. Notwithstanding the submission of an Application and the information specified in clause 9.15, we shall not be obliged to provide the Payment Service unless and until we notify you in writing that your Account has been approved.

2.2. In exchange for the Fees, we shall provide the Payment Services (and any additional services if applicable) with reasonable skill and care, and in accordance with Applicable Laws, the Rules, and the provisions of the Agreement.

2.3. We shall collaborate with the Payment Services Partners to provide the Payment Platform to support you in receiving payments from the Customers. The Funds related to these payments will be Settled by us or by our Payment Services Partners in your Bank Account within the Settlement Cycle.

2.4. We shall provide you with the Account and access to the Merchant Portal and shall be responsible for technical maintenance of the Merchant Portal.

2.5. We shall provide online API documentation to support you in integrating the Payment Platform into applicable Merchant’s Platforms.

2.6. Additionally, upon your request, we may provide additional services, including but not limited to technical or marketing services. Such services may be subject to charges, as agreed upon in writing between you and us.

2.7. You acknowledge that your Account is not a bank account and is not covered by the Financial Services Compensation Scheme.

2.8. We shall Settle the Funds to you in accordance with the Settlement process:

a) Credit the amount of the Funds to your Bank Account following the Settlement Cycle; and

b) Disburse the Funds to your Bank Account within the Settlement Cycle. The currency exchange and the exchange rate will be provided by Payment Services Partners or Card Schemes. As currency exchange rates are subject to fluctuations, the Parties agree that any changes to the currency exchange rates may be applied with immediate effect.

2.9. You acknowledge and agree that in the event that the bank or financial institution holding your Bank Account charges you any fees associated with the Settlement of the Funds from us to you, we shall not be held liable for any taxes, fees, or costs imposed by third parties.

2.10. We shall be entitled to deduct any or all of the following sums from the Funds:

a) Deposit;

b) Any Fees that are due and payable;

c) Any Chargebacks and Assessments;

d) Any Refunds processed by us or forced by Payment Services Partners, Card Issuers, and Card Schemes;

e) Any extraordinary costs for tests, registration, accreditation, web crawling, special API developments, or similar unusual or unforeseen costs caused by you;

f) Any other reasonable and properly incurred fees related to the Services, including but not limited to Settlement Surcharge and Dispute Surcharge, subject to your prior written consent, to cover our cost of providing Services to you;

g) Any amounts required by us to cover: (i) potential or reasonably expected Refunds, Chargebacks, Disputes, or Assessments, or any liability or potential liability relating to any Transaction, Refund, Chargeback, Dispute, or Assessment; (ii) any liability or potential liability on your part under the Agreement; and (iii) any other charges or amounts owed by you to us under the Agreement. If the total amount owed by you to us exceeds the value of the Funds, we may choose not to release any Funds, and the shortfall may be deducted from the Funds (along with interest in accordance with clause 6). We reserve the right to request immediate payment of all or part of the shortfall (including interest) at any time.

2.11. We shall be entitled to defer Settlement of any Funds (in full or in part) to you in the event that:

a) The Funds are below £100.00 (“Minimum Settlement Threshold”);

b) We become aware of any Chargebacks or Assessments, disputes or actions in connection with the Agreement, your liability to us, including liability related to Transactions, Chargebacks, or Assessments (whether actual or potential), or any third-party liability arising from the Agreement;

c) We have reasons to suspect that the relevant Payment, Refund or Withdrawal is fraudulent or involves other criminal activity;

d) We have reasonable grounds to believe that you have breached the Agreement;

e) The number and/or size of the Payment(s) is significantly greater than expected.

f) The Merchant has not yet supplied the goods or services in respect of which the Payment has been carried out and the equivalent of an Insolvency Event occurs in relation to the Merchant (or we reasonably believe that this is likely to occur);

g) We have not been able to complete sufficient Due Diligence Checks on the relevant Merchant and as a result have not been able to carry out an appropriate risk assessment; and/or

h) There is a material change in our ongoing risk assessment of your Account.

We shall be entitled to exercise our rights until we are satisfied that the circumstances referred to no longer apply. No interest shall accrue in respect of any payout that is so withheld.

2.12. We may defer Settlement any Funds for a period that we shall, in its reasonable discretion, consider appropriate, or, if earlier until:

a) Any breach has been ascertained or the risk of any breach has passed; or

b) We, acting reasonably, are satisfied that no such liability will be incurred or that no fraud or other criminal activity is involved.

2.13. We shall not be held liable for any failure to Settle Funds if it arises from your provision of incorrect information about your Bank Account, the non-functionality of your Bank Account, or if the Funds are rejected by the bank or credit institution holding your Bank Account. In such cases, the Settlement of the Funds shall be considered as correctly executed. If requested, we will make reasonable efforts to recover and Resettle the Funds, and you acknowledge and agree that we may charge for our actual costs incurred in such recovery or Resettlement attempts.

2.14. You shall not be entitled to any interest or compensation whatsoever in respect of any sums held by us prior to being transferred to you, for any period for which payment may be deferred or otherwise withheld.

2.15. If the volume of Funds exceeds the Minimum Settlement Threshold, the Funds will be Settled to your Bank Account within five (5) Business Days. The specific Settlement Cycle that applies to you will be displayed in the Merchant Portal.

2.16. If the volume of Funds falls below the Minimum Settlement Threshold, the Settlement of Funds will be deferred until the volume exceeds the Minimum Settlement Threshold again. If the Funds volume remains below the Minimum Settlement Threshold for a consecutive period of 180 Business Days, the Funds will be transferred after the 180th Business Day.

2.17. You acknowledge and agree that there may be a delay to the Settlement, and we are not held liability for this delay when it is caused by:

(a) the unavailability of or the delay caused by a Payment Services Partners, banks, governmental authority, telecommunications provider, or internet service provider;

(b) incorrect information, such as a Bank Account details, provided to us;

(c) your equipment, software, or other technology; or

(d) a Force Majeure Event.

3. Reserve

3.1. We shall be entitled to withhold and keep as a Reserve acquired your Funds for securing the performance of your obligations to us under this Agreement and the Applicable Laws. We reserve the sole discretion to determine whether to set a Reserve on your Account in accordance with Clause 3.4.

3.2. We will inform you with information about the terms of the reserve, specifying the amount or percentage of funds that will be held, time period for which the Reserve will be applied. The amount of the Reserve will be reflected in the Merchant Portal. You acknowledge and agree that the Reserve will not accrue any interest or compensation.

3.3. You hereby give your irrevocable consent to us to apply funds help in a Reserve to provide security and/or any other guarantee as may be required from time to time to the Card Schemes and/or our Payment Service Partners for payments against potential Chargebacks and/or payments of any Assessments and/or Penalties to the said Card Schemes and/or the said Partners. The terms of Reserve might vary depending on the basis of risk factors and products that you are using as specified with clause 3.4.

3.4. We shall determine the Reserve amount or percentage depending on the level of risk of the Merchant. We shall regularly check the percentage and amount retained. The decision to update the Reserve depends on the business’s financial health, the number of refunds and disputes on the Account, and several other factors that affect the risk profile.

If in our discretion, or in discretion of our Payment Service Partners, there may be a high or higher level of risk associated with the Merchant, we shall be entitled to unilaterally increase the Reserve without prior notice, and/or prolong the period for which the sums will be kept as Reserve, and/or request any other additional security from the Merchant, and if not provided, may terminate the Service, without liability or compensation for damages.  

4. Exclusion of Payment Services provided by Payment Service Partners

4.1. Notwithstanding any provision in this Agreement, it is expressly clarified that this Agreement does not encompass payment services provided by Payment Service Partners.

4.2. All terms and conditions pertaining to payment services rendered by Payment Service Partners are governed by the segregated agreement entered into directly between the Merchant and the respective Payment Service Partners.

4.3. We shall bear no responsibility or liability for any aspect of the services provided by Payment Service Partners, including but not limited to, Settlement, Transactions, Chargebacks, refunds, risk management, or any other related services unless the agreement between the Payment Service Partners and us specifies otherwise.

4.4. The Merchant is obligated to ensure that all communications with Payment Service Partners, including but not limited to those concerning Settlement, Transactions, Chargebacks, refunds, and other communications related to risk and fraud management, are conducted through us.

5. Fees

5.1. In return for us providing the Payment Services, you agree to pay the Fees, along with any applicable VAT and other relevant taxes. The calculation of a portion of the Fees is determined by the Fee Rate, which is communicated to you and agreed upon before your Account is approved and will be displayed in the Merchant Portal. The Fees are in force at the date when your Account is approved and are Confidential.

5.2. The payment portal utilised by the Merchant shall not provide a comprehensive display of all applicable fees. The Merchant acknowledges and agrees that certain fees may be governed by a segregated agreement with the Payment Service Provider (PSP). As such, the Merchant may be held liable for additional fees outlined in a separate and distinct agreement with the PSP, beyond what is visible on the payment portal.

5.3. In the event you breach the terms of this Agreement or if processing risks related to your business have worsened since the time of onboarding, we reserve the right to apply reasonable additional Fees and charges. Prior to the implementation of such additional Fees, we will provide you with a notification at least seven (7) calendar days in advance.

5.4. You agree that, unless otherwise stated:

a) All Fees, including any additional Fees, will be due and payable by you at the earlier of the time when Transaction sums are Settled to us by the Payment Services Partners, when the related Services are rendered to you; and

b) Any related Chargebacks, Refunds, Assessments or similar fines, fees penalties or charges levied by Payment Services Partners, Card Schemes, or other third parties, including any liabilities arising in relation to the aforementioned, will be due and payable by you upon our receipt of notice from the Payment Services Partners, Card Schemes, or otherwise.

5.5. You acknowledge and agree that the Fees are non-refundable in the event of any Refunds. If you process a Refund, the corresponding Fees will be debited from your Account and deducted from the Funds.

5.6. Unless stated otherwise, all Fees, charges and other payments to be made by you under the Agreement are exclusive of VAT and any other relevant taxes. Currently, financial transactions are exempt from VAT. However, should if the rules on VAT change in the future regarding this matter, you shall also pay any relevant taxes in addition to the Fees, charges, or other payments.

6. Interest and late payment fee

We shall be entitled to charge you a minimum late payment fee of £25 and interest at a rate of the Bank of England Base Rate at the time of the occurrence on all amounts due under the Agreement that remain unpaid beyond the specified payment period. If we charge you interest, a written notice will be sent to your login email address. If the Funds in your Account are insufficient to cover the outstanding amounts, we will issue an invoice specifying the amount. Furthermore, if the unpaid amount is not reasonably disputed and remains outstanding for thirty (30) days from the date of the invoice, we may suspend the Service.

7. Chargeback

7.1. You may receive a Chargeback from a Cardholder or Card Scheme for a number of reasons (including Illegal Transactions) under the Rules and you will be required to reimburse us for all Chargebacks that relate to Transactions you have submitted to us for processing. To the extent permitted by law, we shall notify you of Chargebacks via the Merchant Portal or email.

7.2. In the event of a Chargeback or Assessment, we shall have the immediate right, at our discretion, to deduct the sum(s) from any pending or future Funds, debit your Account, and/or issue an invoice to recover the full amount of the Chargeback or Assessment, along with any other reasonable costs, expenses, or liabilities incurred by us as a result of or in connection with such Chargeback (“Chargeback Costs”) on an indemnity basis. If we have not Settled the Funds to you concerning a Transaction subject to a Chargeback, we will not Settle for that Transaction and retain the entitlement to deduct or invoice you for any applicable Chargeback Costs.

7.3. Chargebacks may arise under the following circumstances (this is not an exhaustive list):

a) where there is no genuine evidence that the Cardholder Authorised the Transaction or the Cardholder denies Authorising a Transaction;

b) if a Transaction is processed contrary to the terms of this Agreement;

c) where we receive a claim (from a Payment Services Partner, Cardholder, or Card Issuer) connected to a Transaction processed by you, relating to the products/services being faulty or not as described, not receiving the products/services, or where the Transaction was subsequently cancelled;

d) where the Transaction relates to an Illegal Transaction;

e) where you fail to obtain Authorisation for the Transaction;

f) a Transaction is processed for someone other than the Cardholder; and

g) where we treat you as an Excessive Chargeback/Fraud Merchant;

7.4. In the event that we consider you to be an Excessive Fraud/Chargeback Merchant, we reserve the right to take the following actions: (i) request detailed reasons for the number of Chargebacks and/or Fraud related to Transactions and inquire about any mitigating actions you are taking to reduce them; (ii) provide you with instructions on how to reduce your levels of Chargebacks and Fraud. Additionally, if you have issued a credit to a Cardholder to avoid being labelled as an Excessive Chargeback/Fraud Merchant, we will treat such credit as a Chargeback.

7.5. As Chargebacks may arise after the date of the relevant Transaction, you acknowledge and agree that we shall remain entitled to recover Chargebacks and Chargeback Costs that relate to Transactions processed under the Agreement after the termination of the Agreement or that relate to Transactions generally. The provisions of this clause 7.5 shall survive termination.

7.6. You agree that it is your responsibility to prove to our reasonable satisfaction (or that of the relevant Payment Services Partners or Card Issuer) that the debit of a Cardholder’s account was Authorised by such Cardholder.

8. Representations and Warranties

You represent and warrant to us throughout the term of the Agreement the following:

8.1. All the information you provided to us in the Application and any other information provided prior to the Effective Date or during the term of the Agreement is true, accurate, and complete as of the original date provided. It accurately represents your business nature, financial condition, and the identities of your owners or officers. Furthermore, you have also properly notified us of any changes to such information.

8.2. You, and the individual signing or accepting the Agreement on your behalf, are duly authorised to bind yourself to all provisions of the Agreement contained herein and that your acceptance and performance of the Agreement will not violate any Applicable Laws or any other agreement to which you are subject; and

8.3. You are obtaining and using the Payment Services solely for legitimate business purposes and for conducting lawful business Transactions between you and the Customers and your business and the manner in which you conduct it comply with all Applicable Laws as well as the laws of the jurisdiction in which you and the Customer are based.

8.4. You are duly authorised and/or licenced to provide products and/or services to the Customers in both the jurisdiction where your business is based (the jurisdiction of sale) and the jurisdiction where the Customer is located (the jurisdiction of purchase).

9. Your Obligations

I. Compliance

9.1. You shall at all times comply with, and, where relevant, you shall ensure that your agents, sub-contractors or any third parties used by you (including third party providers of Gateway Services) shall comply with:

a) the terms of the Agreement;

b) all Applicable Laws;

c) the Rules;

d) the Operating Instructions; and

e) your obligations relating to the provision of goods and/or services to Customer.

9.2. You shall ensure that all products you sell and/or services you provide comply with all Applicable Laws in both the jurisdiction where your business is based (the jurisdiction of sale) and the jurisdiction where the Customer is located (the jurisdiction of purchase).

9.3. Unless otherwise agreed by us in writing in advance, where we provide you with Payment Services in the United Kingdom or Gibraltar, you shall maintain your registered office within the United Kingdom or Gibraltar for the duration of the Agreement and provide us with prior written notice of any changes to the details of either.

9.4. You agree to prominently display the logos of us, Payment Services Partners, and Card Schemes in a manner consistent with other accepted forms of payment and in accordance with GlobePay Trademarks Usage Guidelines on the Website. These logos should be placed near the Terminal Devices, at your physical location, on your website, and/or within your app if applicable.

9.5. You must provide us with all reasonable help us may require to detect, prevent, and investigate fraud, unauthorised payments, or a Dispute.

9.6. You shall take reasonable steps to ensure that your Representatives cannot collude or be involved in any fraudulent activities related to the Customer and/or your Account.

9.7. You agree to abstain from engaging in any activities that we reasonably deem to be disreputable or that have the potential to harm the reputation or goodwill of us, Payment Services Partners, or Card Schemes.

9.8. You shall fulfil your obligations in a timely manner and provide us with all reasonable cooperation that is reasonably required by us to fulfil our obligations under this Agreement.

II. Storing Data

9.9. GlobePay will make reasonable efforts to provide the Service in a manner consistent with PCI-DSS requirements that apply to us. 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 DSS). You shall immediately identify and resolve the cause of the security breach and act on any reasonable instructions or directions we may give including but not limited to the engagement of third parties to analyse your systems and provide forensic reports. Any action that we direct you to take in relation to a Data breach under this clause shall be at your own cost.

9.10. You must keep the original receipts and copies relating to Transactions in a safe and accessible place as you may need to evidence the authenticity of the Transactions to us or Payment Services Partners, Card Issuers, and Card Schemes.

9.11. You must ensure Data is kept in a safe and secure manner in order to prevent unauthorised access, loss, theft, or disclosure to any unauthorised third-parties. We may from time to time, provide you with reasonable instructions in order to keep Data safe, where you fail to do so, we shall be entitled to terminate this Agreement with immediate effect.

III. Transactions

9.12. You shall process the Transactions via the Payment Platform only directly associated with the sale of goods and/or the provision of services to the Customers.

9.13. You shall only engage in Transactions with the Customers for goods and/or services that are identified by us as part of your business and are not included in the Prohibited Business List.

9.14. You shall not impose additional surcharges on the Customers when they choose different payment services in the Payment Platform.

IV. Account

9.15. You must provide full details we require for a KYC check in order to activate and maintain your Account. The required information includes:

a) Entity or business name (and trading name if different), company number (if applicable), registered office address (if applicable), the trading address, and nature of the business;

b) URL of the online stores/website and/or photos of office and/or physical stores;

c) Business contact details (contact name, contact number and email address);

d) Legal and beneficial ownership information;

e) Business tax information;

f) Estimated volumes and frequency of the Transactions;

g) Business model; and

h) Any other information required by us.

9.16. In order to change your Bank Account, you must provide the following information and submit a request via the Merchant Portal:

a) Details of your new Bank Account, including bank name, account number, sort code, and account holder name;

b) Justification for the change; and

c) Supporting documents required by us.

V. Merchant Portal

9.17. You must maintain security and control of the Access Codes and restrict access to such Access Codes to your Representatives as reasonably necessary, in line with the purposes of this Agreement. You shall ensure that each Representative accessing the account is aware of and complies with the terms of this Agreement.

9.18. You must notify us immediately if you become aware of the misappropriation of your Access Codes or any unauthorised use of the Merchant Portal. Failure to notify us may result in us not being held liable for any unauthorised access or losses associated with it.

9.19. It is your responsibility to regularly check the Merchant Portal for updates, statements, notifications, and order history, including details of the Funds received, Fees, Chargebacks, and other deductions in accordance with the Agreement. You must ensure that you can access the Merchant Portal and that the device(s) used for accessing it are operational. If you notice a mistake or error in any of the statements provided to you via the Merchant Portal, you must notify us immediately. We will not be held accountable for rectifying errors that you fail to bring to our attention within a period of ninety (90) days from the date the relevant statement was provided to you.

VI. Audit

9.20. We or an agent on our behalf, may carry out an audit or inspection of your business to verify your compliance with the terms of this Agreement or to assess the security measures you have implemented to fulfil your responsibilities. You agree to grant us access to your retail locations (including your offices) and any records, data, facilities, equipment, and systems (including any hardware and software) used to provide goods and services, for the purpose of conducting the audit.

9.21. We will make reasonable efforts to provide you with advance notice before conducting any audit and will strive to minimise any disruptions to your business during the process.

VII. Provision and Disclosure of Information

9.22. Throughout the term of the Agreement (and for any necessary period thereafter), you shall, within the specified timescales set by us:

a) Disclose to us such information and Data as we reasonably require relating to the performance of the Agreement including any information: (i) required to satisfy our obligations to any governmental or regulatory authority or Payment Services Providers or otherwise; (ii) relating to any aspect of the processing of Data by you or on your behalf; (iii) required to enable us to deal with any Chargeback, Dispute, or fraud, such information to include (but not be limited to) information required in any Copy Request; or (iv) to enable us to review any potential risk to its business including any financial information on your business we may reasonable require to assess any insolvency risk;

b) Take all reasonable steps to assist us in handling any claim or query raised by any Payment Services Partners, Card Issuers, or Card Schemes; and

c) Give us reasonable assistance on request for the prevention and detection of fraud or other criminal activity in respect of the Payment Services.

9.23. You shall notify us immediately in writing of any:

a) Act, omission, or error that has caused or may cause material loss or damage to us, including damage to our reputation (which shall be considered material in every occurrence);

b) Act, omission, or error that has or may have an adverse impact on your ability to fulfil your obligations under the Agreement;

c) Material change to the information provided in the Application, including but not limited to changes in the nature of your business, goods and/or services offered to the Customers, the commencement of additional business activities, the cessation of business operations, plans to stop the business, changes in your legal status, insolvency concerns, or the occurrence or suspicion of fraud;

d) Change in your Control or any proposed or reasonably anticipated changes of Control; or

e) Incident of personal data breaches, which must be reported to us without undue delay and, where feasible, within 72 hours of becoming aware of the breach.

10. Terms and Termination

10.1. This Agreement shall become effective on the Effective Date and shall remain in effect unless terminated as outlined below.

10.2. We shall be entitled to terminate the Agreement at any time with immediate effect by providing written notice to you as a result of any of the following events:

a) You breach the provisions of the Agreement and either: (i) that breach is incapable of remedy; or (ii) you fail to remedy the breach or non-compliance within thirty (30) days of receiving notice from us;

b) You fail to pay any amount due under the Agreement within thirty (30) days of we providing notice to you that payment is due;

c) We become aware of or reasonably suspect that you are or have been processing Illegal Transactions or providing goods and services in the Prohibited Business List or goods and services which may damage our reputation;

d) We consider in our reasonable discretion that the total value of Chargebacks is likely to breach Card Scheme limits and/or we consider that you are persistently engaged in actions or omissions that are reasonably likely to attract Assessments;

e) You fail to comply with the Rules, the Operating Instructions, the Applicable Laws, or the Agreement;

f) You become, or we reasonably believe that you will become, insolvent or you propose similar arrangements with your creditors or any step is taken for your liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction);

g) Anything happens to you or comes to our attention in relation to you or the conduct of your business or you engage in any trading practices or individual activity which we consider in our reasonable discretion: (i) may affect your ability or willingness to meet your obligations under the Agreement; (ii) may or does give rise to fraud or any other criminal activity; (iii) may damage the reputation or be detrimental to the business of the Payment Services Partners, Card Schemes, or us; or (iv) may or do give rise to increased risk of liability or loss for us;

h) We are required or requested to do so by any Payment Services Partners, Card Schemes, or competent regulatory authorities, or by reason of the Rules or any Applicable Laws that apply to you or us, or if a Payment Services Partner ceases to provide us with any service that we require in order to provide the Payment Services to you;

i) Any security or Direct Debit authority granted to us by you in connection with the Agreement ceases to be enforceable or is withdrawn, or you fail to grant us with such security or Direct Debit authority within the timescales requested by us;

j) We discover that you have provided false or misleading information in documents or data submitted to us in connection with the Agreement including, but not limited to, the Application;

k) You fail to obtain our prior written consent or fail to provide notification or information to us where required under the Agreement;

l) A Force Majeure Event occurs as defined in clause 17;

m) We become aware of or suspect fraud by you; or

n) You become an Excessive Fraud/Chargeback Merchant.

10.3. Except for the event specified in clause 10.2, we are entitled to terminate this Agreement without any reason with a two (2) month advance written notice to you.

10.4. You are entitled to terminate this Agreement at any time providing written notice to us.

11. Consequences of Termination

11.1. Upon termination of the Agreement, all rights and obligations of either Party shall cease to have effect immediately, except for the following:

a) Termination shall not affect accrued rights and obligations under the Agreement as of the date of termination. This includes, without limitation, your obligations in relation to Transactions initiated prior to termination;

b) any security, including any guarantee, will remain in place until such time as we are satisfied that all liabilities and sums due from you to us under the Contract have been discharged; and

c) All of the legal rights, obligations, and liabilities that you and us have benefited from, or that have accrued over time while the Agreement has been in force, or that are expressed to continue indefinitely, shall remain in effect.

11.2. Upon termination of the Agreement, you must:

a) Cease accepting payments for processing by us under the Agreement (we will not be obliged to transfer Funds to you for Transactions completed after termination); and

b) Continue processing Refunds for Transactions that occurred prior to termination.

11.3. Upon termination of the Agreement, your right to use or display logos or marks of Payment Services Partners, Card Schemes, and us shall automatically cease, and you must remove any reference to Payment Services Partners, Card Schemes, and us from your promotional materials, literature, agreements, or any Merchant’s Platform.

11.4. While we do not charge you any Application or setup fee when you apply for the Payment Services, if you decide to close your Account within six (6) months of opening it, or if we close your Account due to your breach of the Agreement during the same period, we may charge you a fee to cover the costs associated with processing your Application and terminating the Agreement. The fee shall be reasonably proportionate to our actual costs incurred.

11.5. Upon termination of this Agreement, you will remain liable to us for any obligations that arose prior to the date of termination.

12. Suspension of the Payment Services

12.1. In addition to the remedies and any rights we may have under the Agreement, we have the right to suspend any or all of the Services immediately if any event specified in clause 10.2 occurs.

12.2. We may also suspend any or all of the Services by providing notice to you (where practicable), where we suspect: (i) fraud; (ii) your breach of any material terms of this Agreement; and (iii) your failure to pay any Fees or Assessments due to us at least once in a six (6) month period. Such suspension may entail holding your Account payments and Funds.

12.3. Where permitted by law, we will notify you as soon as practicable if we decide to suspend any of the Services under this clause.

13. Variations

13.1. We have the right to make amendments to the Agreement, including Fees. It will provide you with a written notice of any changes at least two (2) months in advance, unless the changes are required due to a change in Applicable Laws and we are unable to provide you with a two (2)-month notice. In such cases, we will provide you with as much notice as possible. If you do not notify us of your disagreement before the conclusion of the two (2)-month notice period, you will be deemed to have accepted the changes. However, if you do not agree to the changes, you have the right to terminate the Agreement at any time before the expiry of the two (2)-month notice period by providing written notice to us.

13.2. We may make immediate amendments to the Agreement if it is necessary to do so in order to comply with Applicable Laws, the Rules, and/or any currency restrictions imposed by local and/or central banks.

13.3. We are entitled to immediately and without notice apply changes in the Fees.

13.4. We may periodically adjust the content and interfaces of the Application it uses to provide the Payment Services. If such adjustments result in changes in software, interfaces, or amendments to the Operating Instructions, we will notify you as soon as reasonably practicable before implementation these adjustments. However, in exceptional circumstances such as when there is of likely or occurred fraud, we may implement these changes prior to notifying you.

14. Set Off

14.1. In addition to any right to which we may be entitled by law, you hereby authorise us, without notice and both before and after demand, to set-off the whole or any part of your liabilities to us under the Agreement (whether present, future, actual, contingent, or potential, and regardless of the currency) against the Funds and Deposit (if applicable) in your Account.

14.2. We reserve the right to set-off against any Illegal Transactions processed by you if we become aware of or reasonably suspect that you have processed Illegal Transactions.

14.3. We may withhold the Funds (or part thereof) from you in the event that: (i) we reasonably believe there is exposure or liability to us based on your actions, in-actions, or the information you provide to us; (ii) we terminate the Agreement due to your breach of your obligations; (iii) you become or are likely to become insolvent; (iv) You fail to provide any requested information that hinders our ability to assess your risk profile; and (v) we become aware of or suspects fraud by you, your employees, agents, sub-contractors or third-parties acting on your behalf.

14.4. You are not entitled to set-off any liabilities of us under the Agreement or otherwise (whether such liabilities are present, future, actual, contingent or potential) against any funds due to us from you.

14.5. Any exercise of our rights under this clause 14 shall be without prejudice to any other rights or remedies available to us under the Agreement or otherwise.

15. Your Liability

15.1. You agree to fully indemnify and hold harmless us from any Losses we incur as a result of following:

a) Your (including your employees, agents, sub-contractors or third-parties acting on your behalf) failure to comply with or breach of the Agreement, the Rules, the Operating Instructions, or Applicable Laws;

b) Any Transaction and/or any Dispute related to a Transaction;

c) Any claims arising from any aspect of our relationship with you, including security breach, or theft of data, whether within or outside your control;

d) Product or service sold or offered for sale by you, regardless of whether they are on the Prohibited Business List, and/or any arrangements between you and the Customers whether or not related to a Transaction;

e) Our enforcement or attempted enforcement of the Agreement, including the recovery or attempted recovery of any sum owned, and the protection of our interests, including the cost of third parties involved; or

f) Any events specified in clause 10.2 or fraud committed by you or your employees, agents, sub-contractors and/or third-parties acting on your behalf.

This indemnification excludes cases where our negligence or material breach of the Agreement contributes to or causes the loss.

15.2. For the avoidance of doubt, if a claim is brought against us by a Payment Services Partner, Card Issuer, Card Scheme, or any other third party, we retain the sole discretion to Settle or address the claim in any manner it deems appropriate.

15.3. If you are a partnership, each partner assumes joint and several liability under the Agreement.

16. Our Liability

16.1. We shall only be liable for any proven direct losses or damage that you suffer or incur as a direct result of our negligence or breach of our obligations under the Agreement, except to the extent that such breach is caused or contributed by you.

16.2. We shall not be liable for any delay or failure to fulfil any of our obligations under the Agreement if and to the extent that such failure is due to a Force Majeure Event or our obligations under Applicable Laws.

16.3. Subject to clause 16.7, we, our directors, officers, or employee, shall not be liable to you in Agreement, tort (including negligence or breach of statutory duty), or otherwise for:

a) any loss of business, loss of reputation, loss of goodwill, loss of data, or loss of opportunity, including loss of profits or revenue; or

b) any indirect, special, punitive or consequential loss or damage,

howsoever caused, arising out of or in connection with any provision, failure to provide, or delay in providing the Payment Services or otherwise in connection with the Agreement.

16.4. Subject to clause 16.7, our overall liability to you for any failure to perform our obligations under the Agreement or any other matters related to or connected with the Agreement will be limited. The limit of liability will be either:

a) the total amount of Fees to us in the six (6) months preceding the date of the first event that gives rise to the liability; or

a) If the first event giving rise to the claim occurred within the first twelve (12) months from the Effective Date, the total amount of Fees paid during that twelve (12)-month period.

16.5. Without prejudice to either Party’s rights to terminate the Agreement, your sole remedy at law, in equity or otherwise in respect of any claim against us shall be limited to damages.

16.6. You acknowledge and agree that the limitations on liability set out in clause 16 are reasonable given the nature of the Payment Services, the availability of alternative services, and your ability to choose other providers. You further acknowledge that the Fees have been calculated with these limitations in mind, and therefore accepts the risk of any losses resulting from such limitations on our liability under this clause.

16.7. Nothing in the Agreement shall limit our liability for fraud, deceit, or for death or personal injury resulting from our negligence.

16.8. We shall not be liable to you for any decision made by regulators, Payment Services Partners, or Card Schemes, except to the extent that such decisions are a direct result of our negligence or breach of the Agreement.

16.9. Any claims against us under this Agreement must be made in writing, including full details of the claim and alleged Losses, within six (6) months of you becoming aware or should have become aware of the claim. You are also required to any reasonable information requested by us to address the claim promptly. Failure to meet these conditions may result in us having no liability towards you under this clause 16.9.

17. Force majeure

17.1. A Party shall not be considered in breach of this Agreement, nor held liable for any failure or delay in fulfilling its obligations under the Agreement, if such failure or delay is caused by acts, events, omissions, or accidents beyond its reasonable control or, where applicable, beyond the reasonable control of us or our subcontractors (“Force Majeure Event”), including but not limited to acts of God, fire, floods or other catastrophe, acts of government or of any civil or military authority, national emergencies, insurrections, riots, war, strikes, lockouts.

17.2. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party first affected by the Force Majeure Event.

17.3. If a Party is subject to a Force Majeure Event, it shall not be considered in breach of the Agreement as long as it promptly notifies the other Parties in writing about the nature and extent of the Force Majeure Event causing the failure or delay in performance. The Party must also make all reasonable efforts to mitigate the impact of the Force Majeure Event, carry out its obligations under the Agreement to the extent reasonably practicable, and resume the performance of its obligations as soon as reasonably possible.

17.4. If the Force Majeure Event continues for a period exceeding two (2) months without interruption, any Party may terminate the Agreement by providing a written notice of fourteen (14) days to the other Party. Upon the expiry of this notice period, the Agreement will be terminated. The consequences of such termination shall be governed by clause 11.

18. Data Security

18.1. Both Parties, we and you, shall consistently fulfil the respective obligations under the Agreement in a manner that does not result in a breach of the Data Protection Laws by the other Party.

18.2. You shall act as the Data Controller of Transaction Personal Data. You acknowledge and agree that we shall act as Data Processor when providing the Payment Services relating to Transaction Personal Data supplied to us by you under this Agreement.

18.3. You acknowledge and agree that we will act as a Data Controller in relation to Transaction Personal Data and other Personal Data that we may gather and use where we determine the purposes and manner of the Processing, including for the purposes of:

a) risk management including fraud monitoring, prevention, detection, and prosecution, as well as authentication and authorisation management, and risk mitigation strategies;

b) regulatory compliance activity including anti-money laundering, financial crime compliance, identity screening, and adherence to Rules; and

c) compliance with any other Applicable Laws or Rules.

18.4. You are responsible for ensuring that:  

a) you have complied with and will continue to comply with the Data Protection Laws and all other Applicable Laws;

b) for all Transaction Personal Data that you provide to us, you have provided the necessary fair processing notices to the Data Subjects;

c) you are authorised to transfer Personal Data to us; and

d) where required by the Data Protection Laws you shall obtain all necessary consents in order to: (i) disclose Personal Data to us; and (ii) allow us to Process Personal Data for the purposes of providing the Payment Services under this Agreement.

18.5. You have appointed us to Process the Transaction Personal Data on your behalf as necessary for providing the Payment Services. We undertake, in respect of all Transaction Personal Data that we Process as Data Processor on your behalf, that we shall:

a) Process the Transaction Personal Data only on your documented instructions (in particular the Data Processing Register under the Appendix 2, except to the extent that any Processing of Transaction Personal Data is required by Applicable Laws;

b) where Processing of Transaction Personal Data by us is required by Applicable Laws, we shall inform you of the relevant legal requirement before processing, unless such law prohibits us from doing so;

c) notify you where we reasonably believe any documented instructions from you in respect of the Processing of Transaction Personal Data infringe any Data Protection Laws or any other Applicable Laws;

d) ensure that our personnel who are authorised to Process the Transaction Personal Data have committed themselves to confidentiality;

e) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing;

f) taking into account the nature of the Processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights under Data Protection Laws;

g) notify you without undue delay after becoming aware of: (i) any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Transaction Personal Data; (ii) any unauthorised or unlawful Processing of Transaction Personal Data; or (iii) any breach of Data Protection Law;

h) assist you in your compliance with your obligations under Data Protection Laws in respect of notifying data breaches to the Information Commissioner’s Office and affected Data Subjects, insofar as we are able taking into account the nature of the Processing and the information available to us;

i) ensure that where Transaction Personal Data is transferred out of the UK and the European Economic Area (“EEA”) we shall do so in a manner which demonstrates compliance with Data Protection Laws and may include taking the following steps, and you hereby authorise us to take any of the following steps: (i) the transferee entering into a data export agreement with GlobePay in the form of standard contractual and/or model clauses (which are approved by the European Commission as offering adequate safeguards under the Data Protection Laws); or (ii) equivalent protections being in place, or as otherwise allowed or required under the applicable Data Protection Laws;

j) provide reasonable assistance to you with any data protection impact assessment and any prior consultations required with the relevant regulatory authority (including but not limited to the Information Commissioner’s Office) which you may reasonably consider to be necessary;

k) at your discretion, delete or return to you all of the Transaction Personal Data Processed under and delete any copies of such Transaction Personal Data unless any Applicable Laws require that copies are kept; and

l) make available to you all information reasonably necessary to demonstrate compliance with our obligations in this clause 18.

18.6. In order to provide the Payment Services under this Agreement, we may use and share information (including information about Transactions and Personal Data) with certain third parties including, without limitation, Payment Services Partners, Card Issuers, Card Schemes, credit reference agencies, fraud prevention agencies, and online monitoring tools to help us and/or them (on an ongoing basis):

a) assess financial, fraud and insurance risks;

b) recover debt;

c) develop customer relationships, services and systems; and

d) prevent and detect crime.

For further information on how we use your information, please see our Privacy Policy.

18.7. Subject to clause 18.6, we do not and will not disclose your information (including Personal Data and Transaction Personal Data) to anyone other than as expressly provided in the Agreement except:

a) where we have your specific permission;

b) where we are required or permitted to do so by law or regulation (including, without limitation, statutory or regulatory reporting obligations);

c) to other companies who provide a service to us or you relating to the Payment Services;

d) to other companies who provide a service to us provided that such information is anonymised and does not include information about identifiable individuals; or

e) where we may assign, sub-contract or transfer rights and obligations under the Agreement.

18.8. From time to time, we may change the way we use information from the manner which is set out in this Agreement. In such instances we shall write to you using the details provided by you to us. If you do not object to the change within fourteen (14) days and continue to use the Payment Services, you will be taken to have consented to that change.

19. Intellectual Property

19.1. This Agreement does not grant or transfer any Intellectual Property Rights owned by us, Payment Services Partners, or Card Schemes to you. This includes any Intellectual Property Rights that we, Payment Services Partners, or Card Schemes possess at the Effective Date, as well as any Intellectual Property Rights that we, Payment Services Partners, or Card Schemes create, acquire, or develop during the duration of the Agreement.

19.2. Subject to the terms and conditions of this Agreement, we grant you authorisation to use or make reference to the trademarks, logos, copyrighted materials, business names, or other protected intellectual property belonging to Payment Services Partners, Card Schemes, or us. You may use them in promotional materials, literature, agreements, or on your Merchant’s Platform, provided that you comply with the conditions specified in this Agreement. This authorisation is solely granted for the purpose of utilising the Payment Service, unless otherwise authorised by the respective intellectual property rights holder.

19.3. All Intellectual Property Rights owned by each Party at the Effective Date shall continue to be the property of that respective Party. Neither Party will obtain any right, title, or interest in the Intellectual Property Rights of the other Party as a result of this Agreement.

20. Confidential Information

20.1. Unless stated otherwise in this clause 20, both Parties agree to treat all Confidential Information as confidential and shall not disclose or use such Confidential Information, except for the purposes outlined in the Agreement, without obtaining prior written consent from the other Party.

20.2. Each Party may disclose Confidential Information to its professional advisers, employees, officers, sub-contractors and agents (“Personnel”) who need to know it for the purpose of performing its obligations under the Agreement and only where such Personnel agree to act in compliance with the confidentiality requirements of this clause.

20.3. For the avoidance of doubt, the obligation in clause 20.1 shall not apply if and to the extent that any Confidential Information is required to be disclosed to any governmental or regulatory authority, by any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, by the rules of a recognised stock exchange on which a Party’s shares are listed or by law.

20.4. Upon termination of the Agreement, regardless of the reason, both Parties shall immediately cease using any Confidential Information belonging to the other Party. Upon request, each Party shall return, destroy, or permanently erase all copies of the other Party’s Confidential Information in its possession or control. However, each Party may retain one copy of such Confidential Information as required by law, judicial or administrative process, or for legitimate internal compliance purposes.

21. General Provisions

I. Assignment and subcontracting

21.1. The Agreement is personal to you and you are not allowed to assign it or transfer it, or any of your rights under it, without our consent, such consent not to be unreasonably withheld or delayed. If you are an individual, the Agreement shall be binding upon your personal representatives.

21.2. You may engage the services of an agent or sub-contractor in relation to the performance of your obligations under the Agreement, including those related to the supply of goods and/or services involved in Transactions, only with our prior written consent and we may withdraw that consent at any time. If you choose to use an agent or sub-contractor, you will remain responsible for ensuring compliance with the Agreement as if you were not using such agent or sub-contractor.

21.3. We have the right to assign, transfer, or subcontract the Agreement, either wholly or partially, at any time. This includes the transfer of our obligations or any part of them to another entity. You agree to execute any necessary documents required by us to evidence such assignment, transfer, or subcontracting.

II. Waiver

21.4. The failure or delay by a Party to exercise, in whole or in part, any of its rights or remedies under the Agreement or under any Applicable Law shall not be deemed as a waiver or release of that right or any other right or remedy. It shall not prevent or limit the further exercise of that or any other right or remedy. Waiving a breach of any provision of the Agreement shall not be construed as a waiver of any other breach, and it shall not affect the validity of the other provisions of the Agreement.

21.5. The rights and remedies of each Party under the Agreement are cumulative and not exclusive of each other or any rights or remedies provided by law.

III. Communication and notices

21.6. Unless agreed otherwise all communications in connection with the Agreement will be in English.

21.7. You may request a copy of these terms and conditions of this Agreement at any time during the term by contacting us at the details below.

21.8. We will provide you with real time information via the Merchant Portal in respect of Transactions processed, Settlement, any deductions we have made from the Funds and, where applicable any currency conversion rates applied.

21.9. Unless otherwise specified in these terms and conditions of this Agreement, you must send all written notices and statements addressed to us to the following details in order for them to be effective:

GlobePay Limited

Level 2, 30 Churchill Pl, London, E14 5RE

Email: support@globepay.co, copied to compliance@globepay.co 

21.10. You can also contact customer support on +44 (0) 20 8226 5115.

21.11. Any written notice to be given under or in connection with the Agreement shall be served by:

a) delivering it personally;

b) sending it by prepaid first-class post; or

c) sending it via email.

The notice shall be sent to the address of the other Party as specified in this Agreement or as otherwise notified by such Party from time to time.

21.12. Any notice given in accordance with this clause 21 (III) shall be deemed to have been received:

a) if delivered personally, at the time of delivery;

b) in the case of prepaid first-class post, 48 hours from the date of posting for addresses in the United Kingdom, and seven (7) days from the date of posting for addresses outside the United Kingdom; and

c) in the case of email, on the date it is transmitted (provided that no “bounce back” message is received).

IV. Entire agreement

21.13. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings.

V. Severability

21.14. If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable:

a) such illegality, invalidity or unenforceability shall not affect the other provisions of the Agreement, which shall remain in full force and effect; and

b) if such provision would cease to be illegal, invalid or unenforceable if some parts of the provision were modified or deleted, the provision in question shall apply with such minimum modification or deletion as may be necessary to make it legal, valid and enforceable.

VI. Miscellaneous

21.15. If there is any dispute between you and our Payment Services Partners regarding the agreement between you and them, we are not involved in such disputes and not liable for any loss or charges caused by such disputes unless the agreement between the Payment Service Partners and us specifies otherwise.

21.16. Nothing in the Agreement is intended to create a partnership or joint venture or legal relationship of any kind that would impose liability upon one Party for the act or failure to act of the other Party or to authorise either Party to act as agent for the other. Unless expressly stated in the Agreement, neither Party shall have authority to make representations, act in the name or on behalf of, or otherwise to bind the other Party.

21.17. Nothing in the Agreement shall render either Party or any of their respective employees an employee of the other or render either Party or any of its employees capable of incurring any liability or obligation on the other’s behalf, and neither Party shall hold itself out as such.

21.18. A Person who is not a Party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of the Agreement. This clause 21.18 does not affect any right or remedy of any Person which exists or is available otherwise than pursuant to that Act.

VII. Complaints

21.19. If you have any complaints in relation to the Payment Services provided, please contact us at support@globepay.co or call +44(0)20 8226 5115 and we will try to resolve your complaint.

21.20. We will try and resolve a formal complaint about the provision of the Payment Services immediately, but where this isn’t possible, we will send you a prompt acknowledgement confirming the name of the person dealing with the matter.

21.21. We aim to resolve complaints within 15 Business Days upon receipt of your complaint. However, if we need longer to carry out a detailed investigation, we will send you an update on the progress of your complaint which will include the deadline by which you should receive a final reply which should be within 35 Business Days.

21.22. If we are not able to resolve any complaint to your satisfaction or within the timeframes above, you may be able to refer your complaint to the UK’s Financial Ombudsman Service (“FOS”) which provides a free complaints resolution service to individuals, micro-enterprises, small charities, and trustees of small trusts.

21.23. You can contact the FOS:

a) by telephone on 0800 023 4567 (from 8am to 8pm Monday to Friday and from 9am to 1pm on Saturday UK time); or

b) by email to complaint.info@financial-ombudsman.org.uk.

The Payment Services Regulations (PSRs) 2017 require us to provide information about the availability of alternative dispute resolution (ADR) procedures for payment service users and how to access them as part of their pre-contractual information. We currently do not offer any other form of ADR other than the referral to the Financial Services Ombudsman.

VIII. Vulnerable Customers

21.24. If you believe that you fall into any category of vulnerability as defined below by our regulator, the Financial Conduct Authority, please let our Customer Support team know by calling +44 (0)20 8226 5115:

a) Health (health conditions or illnesses that affect the ability to carry out day to day tasks);

b) Life events (major life events such as bereavement or relationship breakdown);

c) Resilience (emotional resilience such as low ability to withstand emotional shocks or financial resilience such as low ability to withstand money pressures); or

d) Capability (for example low knowledge or confidence in managing finances, poor English language skills, learning difficulties).

21.25. For financial support, please contact an FCA authorised company offering debt advice e.g., Money Advice Network – Money Helper, which is an arms-length body sponsored by the Department for Work and Pensions.

21.26. It is important that you let us know of any change in your circumstances so that we can support you.

IX. Governing law and jurisdiction

21.27. The Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.

21.28. The English courts shall have exclusive jurisdiction over any claim or matter arising from or in connection with the Agreement, or the legal relationships established by or in connection with it. We may also bring proceedings against you in connection with the Agreement at the place of your registered office.

 

Appendix 1 – Data Processing Register

Data Subjects

The Personal Data to be Processed by GlobePay pursuant to this Agreement concerns Merchants, individual Cardholders, and payers.

Nature and purposes of the Processing

a) The Transaction Personal Data to be Processed under this Agreement shall be processed for the purpose of delivering Payment Services to you.

b) The other Personal Data to be Processed under this Agreement shall be Processed for the purposes set out in clause 18.3 of this Agreement.

Categories of Personal Data

The Personal Data to be Processed under this Agreement concerns payment and account information and identity verification information.

Recipients

Personal Data to be Processed under this Agreement may be transferred to the recipients and categories of recipients set out in clause 18 of this Agreement.

Special Categories data

We may process special categories of Personal Data under this Agreement relating to criminal convictions, where necessary for the purposes set out in clause 18.3 of this Agreement.

 

 

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